The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Daniel Brass, Partner—Mergers and Acquisitions
As a partner in Davis Polk’s Mergers and Acquisitions group, Daniel Brass advises U.S., U.K., and other international corporate and private equity clients on a full range of public and private transactions. These include mergers, acquisitions, investments, joint ventures, collaborations, spinoffs, and restructurings. He has significant experience in multijurisdiction cross-border transactions. Mr. Brass’s practice also includes special-committee representations and defensive and corporate governance advice.
A native of Scotland, Mr. Brass earned an M.A. in Law from the University of Cambridge. He was an associate with Slaughter and May in London from 2006 to 2012, when he joined Davis Polk in New York. He was named a partner at Davis Polk in 2017. Law360 named Mr. Brass a “Rising Star” in M&A for 2019. He was recognized at Euromoney Legal Media Group’s 2019 Americas Rising Star Awards for his work on Shire’s $62 billion acquisition by Takeda, which was selected as a “Deal of the Year.”
Describe your practice area and what it entails.
We are typically brought in at a very early stage of a transaction and are often deeply involved in thinking through tactics to reach the endgame the client wants. The type of the potential transaction—for instance, a public deal, a private deal, or an auction—and the motivations of the various players are among the factors that make every situation different. We work with the company and other advisers to come up with the best strategy and game plan to ultimately deliver a successful transaction.
A lot of my work involves cross-border transactions, doing M&A into and out of the United States. My practice gives me the opportunity to interact with people from many nationalities and cultures, and it involves a fair amount of international travel.
What types of clients do you represent?
I primarily represent strategic clients—that is, companies engaging in mergers, sales, or other transactions as part of their corporate strategy—and less frequently represent funds and other investors engaged in M&A transactions. A lot of my clients are in the consumer retail space, including cosmetics company Natura, consumer brands company Reckitt Benckiser, chocolate and confectionary maker Ferrero, brewer Heineken, affiliated travel retailers Dufry and Hudson, and apparel and footwear company VF Corp.
What types of cases/deals do you work on?
One recent cross-border transaction was the acquisition by Natura, which is based in Brazil, of worldwide beauty company Avon. That involved aspects of Brazilian, U.S., and U.K. law. I also work on a fair number of complex carve-out transactions. These are deals in which one company buys a business unit from another company, where that business is often significantly intertwined with other businesses of the seller. For example, in recent years I have worked on a series of transactions in which Ferrero bought subsets of businesses from other companies, including its acquisition of Nestlé’s U.S. confectionary business.
How did you choose this practice area?
As with most lawyers, it was somewhat by accident. M&A was the group I joined in my first rotation at my first firm. I enjoyed the work from the start and found it even more engaging as I progressed in my career and was given greater responsibility in the transactions I worked on. I enjoy the fact that my job is a constant series of negotiations and involves as much people, advocacy, and social skills as it does technical legal skills.
What is a typical day like and/or what are some common tasks you perform?
My day can involve back-to-back conference calls; day-long, in-person negotiations; or multiple hours reviewing long draft agreements. M&A work involves a constant juggling of important, time-sensitive tasks for clients. It also involves familiarity with other aspects of law and coordination with colleagues in other practice areas at Davis Polk. For example, I might consult with colleagues in the Antitrust, Executive Compensation, and Tax practices and serve as the point person synthesizing our advice to the client in the context of the transaction.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
First, I would say that presentation and advocacy skills are critical. A large part of the job is the negotiation, presentation, and explanation of legal points in a manner that can be fully understood by commercial teams without a legal background.
Second, I would highlight timekeeping and time-management skills. A successful M&A lawyer will often have multiple trans--
actions going on at the same time. You must constantly reassess the priority in which tasks should be completed to serve the needs of all your clients.
What do you like best about your practice area?
I like being able to see the tangible results of my work. M&A has very concrete outcomes in the form of transactions which may be high profile and attract a lot of press coverage. Not every acquisition or combination ultimately turns out to be a success, of course. But over time, you hope to see lots of good results for clients. You get to watch companies grow and reshape with your help.
What misconceptions exist about your practice area?
I always try to disabuse people of the idea that M&A is a practice area that requires an aggressive personality. You can be a great M&A lawyer without raising your voice, getting angry, or banging on the table. In fact, the opposite is usually true. The most successful M&A lawyers are often those who have a calm manner under pressure, work constructively with the opposite side to find areas of agreement and opportunities for compromise, and focus on their clients’ most important commercial issues. At Davis Polk, these are attributes that we value and deliver to clients across all our practice areas, including M&A.
What are some typical tasks that a junior lawyer would perform in this practice area?
There is no such thing as a typical task, given the nature, timeline, and complexity of an M&A transaction. We as a firm have a strong belief in giving people as much responsibility as they can handle at each point in their careers. Junior members of our M&A team can expect to be doing everything from due diligence to drafting and negotiating transaction documents, even very early in their careers.
What kinds of experience can summer associates gain in this practice area at your firm?
The most valuable experience our summer associates gain is being a part of every aspect of an M&A team—from getting to do the underlying work, such as diligence and drafting, to witnessing firsthand our interactions with clients and negotiations with the other side.