The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Michael Dillard, Global Chair of the Mergers & Acquisitions Practice
Michael Dillard advises clients on all aspects of corporate and securities law, with special emphasis on mergers and acquisitions and securities offerings for companies in the energy industry.
During his career, Mr. Dillard has been involved in M&A transactions valued in excess of US$200 billion, including nine multibillion-dollar transactions. In the energy industry, he has been involved in M&A transactions valued in excess of US$100 billion. In addition, Mr. Dillard has been involved in the issuance of debt and equity securities valued in excess of US$50 billion, both publicly and pursuant to Rule 144A, on behalf of both issuers and underwriters.
He has been named to BTI Consulting Group’s Client Service All-Star List, which recognizes leaders in superior client service, identified exclusively by corporate counsel, and he is Chambers USA Band 1 ranked in 2016-2019 for Corporate/M&A.
Describe your practice area and what it entails.
I regularly advise clients, particularly energy clients, on acquisitions and divestitures of both public and private companies, mergers, public and private offerings of equity and debt securities, private-equity-backed transactions, and spinoffs.
What types of clients do you represent?
I typically represent energy companies. My clients have included QEP Resources, Rosetta Resources, Linn Energy, BreitBurn Energy Partners L.P., Linn Energy LLC, Plains Exploration & Production Company, and Questar Corporation.
What types of cases/deals do you work on?
A sampling of my representative work includes representing Clayton Williams Energy, Inc., in its US$2.7 billion sale to Noble Energy, Inc.; Rosetta Resources Inc. in its US$3.9 billion sale to Noble Energy; Linn Energy in its US$1 billion joint venture with Quantum Energy Partners to form QL Energy, an oil and gas exploration and production company; BreitBurn Energy Partners L.P. in its US$3 billion acquisition of QR Energy, LP; Linn Energy LLC in its US$4.3 billion acquisition with LinnCo, LLC of Berry Petroleum Company, an independent oil & natural gas production and exploration company; Plains Exploration & Production Company in its US$9 billion acquisition by Freeport-McMoRan Copper & Gold Inc.; and Questar Corporation in its US$5 billion spinoff to its shareholders of QEP Resources, a natural gas and oil exploration and production and midstream field services company.
How did you choose this practice area?
As a young associate, I realized that I thrived on the fast-paced nature of M&A. It gave me the opportunity to work on many different types of deals with many different clients, which was exciting. I have always been organized, proactive, and focused, which are necessary qualities, since deals get done in a relatively short time span—often in a matter of months. Mostly, I enjoyed the strong relationships that M&A work allowed me to build with both clients and fellow deal team members. I learned early on that it is particularly rewarding to become an extension of your clients’ team and to have the opportunity to build and maintain those relationships throughout the years, even as your and your clients’ roles evolve and change. And since M&A work is a team effort, I enjoyed from the start the camaraderie that happens within a deal team, which makes the fast-paced nature of the work manageable and fun.
What is a typical day like and/or what are some common tasks you perform?
The best thing about being an M&A lawyer is that no day is the same. Some days, I’m negotiating an oil and gas deal for a long-time client in Houston and other days, I’m meeting with potential new investment banking clients in London or attending to firm business in New York. With offices in 14 countries around the world, Latham is a truly global firm, servicing companies operating in an international marketplace. As chair of the Mergers & Acquisitions practice, I also enjoy working with my partners to implement a strategy that showcases and leverages our full-service global platform.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Many law schools now offer M&A classes taught by adjunct professors who are practicing M&A lawyers. An opportunity like that will certainly give any law student a good foundation and framework for entering this practice area. Other transactional classes, like negotiations or entrepreneurship law, or working in your school’s small business clinic will be helpful. Accounting and finance classes will help to round out classroom work, but the best training is really on the job. Finally, I would encourage law students to read The Wall Street Journal or the Financial Times regularly, as the deals that we do and the companies we represent are written up on the front pages of those newspapers every day.
What do you like best about your practice area?
The diversity of the M&A deals I do and the companies I work with has kept me interested and invigorated for many years in this business. I also enjoy the camaraderie of the teams on which I work and the collaborative nature of the parties, even across the negotiating table.
What is unique about your practice area at your firm?
The size, volume, and complexity of the M&A deals we handle at Latham & Watkins are quite unique. We advised on approximately 500 M&A matters last year. The majority of our matters had attorneys from seven or more of the firm’s offices working on them. We are able to leverage the full capabilities of more than 2,700 lawyers worldwide—including specialists in antitrust, tax, employee benefits, environmental, and other regulatory areas; data privacy; and intellectual property—to offer our clients best-in-class solutions to their highest-stakes matters.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior associates are actively involved in all phases of a potential transaction. During the initiation of a transaction, they may be involved in the drafting and negotiating of confidentiality agreements and exclusivity arrangements. So junior deal team members learn to start drafting and negotiating agreements early in their careers. During the diligence phase of a transaction, junior members are able to lead the due diligence process, which includes conducting due diligence on the target company and coordinating the diligence efforts of the relevant subject matter experts at the firm. Additionally, junior members play important roles coordinating the signing and closing of transactions by drafting and negotiating ancillary agreements, managing the many moving pieces of a transaction (usually through a signing or closing checklist). This part of the process provides ample opportunity for an associate to interact with clients and serve as the point person for specific items coming from other lawyers at the firm, such as regulatory clearances.
How do you see this practice area evolving in the future?
Legal tech is already impacting M&A in profound and exciting ways. At Latham, we use AI and other cutting-edge technologies to help provide cost-effective solutions to our clients for M&A diligence, document drafting, and collaboration. We also commit a significant amount of resources to train our associates on these new tools, which will accelerate mundane tasks and allow them more time to focus on the unique and nuanced aspects of advising our clients and getting their deals done. The legal services landscape already looks quite different than it did when I started out, but I’m sure even more will change in the next three to five years.