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2021 DIVERSITY DATABASE UNDERWRITER Simpson Thacher & Bartlett LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Caroline Gottschalk, Partner—Corporate M&A;
Drew Harmon, Associate—Private Funds Practice

Caroline Gottschalk is a partner in the firm’s Corporate M&A department, where she focuses on mergers and acquisitions and other corporate transactions. Her diversified practice includes advising private equity funds, public and private companies, and investment banks in a wide range of M&A transactions, including leveraged buyouts, spinoffs, joint ventures, special committee representations, strategic investments, and financial advisory engagements. Among her many significant deals, Caroline represented Kelsey-Seybold Medical Group in its strategic partnership with TPG Capital and Advisor Group Holdings and affiliated funds of Lightyear Capital in the sale of Advisor Group—one of the nation’s largest networks of independent financial advisors—to Reverence Capital Partners. She received her A.B. from Dartmouth and her J.D., with high honors, from Duke, where she was a member of Order of the Coif.

An associate in the Private Funds practice, Drew Harmon focuses on the sponsoring and operation of private investment funds, investment management M&A, and other aspects of private investing in alternative asset classes. Drew advises on a wide variety of fund-related matters, including high-profile fund formation projects and separate accounts for large investors. He has significant experience across a wide range of asset classes and fund structures, including real estate opportunity funds, debt funds, large-scale buyout funds, secondary funds, co-investment funds, customized “funds of one,” separately managed accounts, and other similar arrangements. Drew received a B.A. (History) from Cambridge, a B.A. (Jurisprudence) from Oxford, and an LL.M. from the University of Pennsylvania.

Describe your practice area and what it entails.

Caroline: I’m an M&A lawyer, and my practice has three main components. I represent private equity firms in their M&A deals, and I then work closely with the acquired company throughout its period of ownership—advising on corporate and transactional matters and then, ultimately, guiding the company’s disposition in a private sale or by taking it public. In addition, I regularly represent a wide range of public and private companies and their boards on corporate governance matters and in strategic M&A deals—transactions that further a company’s business objectives, such as to expand markets or obtain new customers. And finally, I counsel financial advisors on fairness opinions issued in connection with M&A transactions.

Drew: I’m part of Simpson’s Private Funds group, where I advise private equity clients in structuring funds, negotiating the terms of funds with investors, and responding to the wide array of legal questions that arise in connection with the management of those funds.

What types of clients do you represent?

Caroline: One of the things I enjoy most about my practice is working with a broad variety of clients, ranging from founder-owned businesses—such as a steam shower manufacturer and a multi-specialty medical group—to publicly traded international conglomerates like ITT Corporation. On the PE side, I’ve represented Centerbridge, Lightyear Capital, and Blackstone, among others, and my financial advisor clients include JPMorgan, Gordon Dyal & Co., Goldman Sachs, and Evercore.

Drew: Our client roster is diverse and includes large global asset managers, boutique middle-market firms, and first-time fund sponsors. Recently, I’ve represented Blackstone, Palladium Equity Partners, Triton, and AlpInvest Partners.

What types of cases/deals do you work on?

Caroline: While I don’t specialize in any particular industry, over the years, I’ve developed extensive experience in health care and financial services, as well as industrials, retail/apparel, and pharma. Recently, I represented sponsors in the sale of a multi-billion-dollar brokerage business and put together a $2.9 billion joint venture between Centerbridge and Blackstone for Great Wolf Resorts. I also advised public company boards on a variety of matters, including questions regarding fiduciary duties and issues arising from shareholder activism. In addition, I counseled JPMorgan and Citigroup in the $74 billion sale of Celgene to Bristol-Myers Squibb.

Drew: Recently, I helped Blackstone raise a $20 billion real estate fund—the largest real estate fund ever—and advised Palladium in its fund focused on middle-market companies. I’m currently advising clients on funds focused on environmental and social investments, among other things. Outside of fund formation, I advise on regulatory compliance matters and M&A transactions involving private equity firms.

How did you choose this practice area?

Caroline: I worked as an investment banker before going to law school, so I was interested in corporate law from the get-go. There are two things about M&A work that I find especially compelling. First, it encompasses the widest range of transactions—for example, deals might be accomplished through a cash merger, stock merger, tender offer, stock purchase, asset purchase, or myriad other structures. Or you might find yourself working on joint ventures, spinoffs, minority investments, hostile and activist defense work, and more. In addition, M&A tends to be the most interdisciplinary of all practice areas; almost every engagement puts you in touch with lawyers across the firm, which gives us the opportunity to develop strong relationships with our colleagues.

Drew: Simpson has a rotation system, enabling junior corporate associates to experience different practice areas before choosing one. What really piqued my interest about private funds was that it offers junior lawyers significant responsibility and high levels of client contact. But I’d have to say that it’s the people—both clients and colleagues—who inspired my eventual choice. I’m lucky to work with such a creative, intelligent, and thoughtful group on a daily basis.

What is a typical day like and/or what are some common tasks you perform?

Caroline: No two days are the same, and it’s always exciting to see what new matters come in and what issues arise. Common activities include meeting with associates regarding upcoming tasks, reviewing diligence findings with lawyers in specialty areas, or perhaps speaking with the general counsel of a public company about an issue potentially requiring disclosure. I spend time reviewing agreements and meeting with associates to discuss drafting changes, and I regularly examine financial analyses by investment bankers and participate in fairness committee calls.

Drew: One of the best parts of working at Simpson is that clients come to us for creative solutions to complex issues. When I’m not drafting agreements, or negotiating with lawyers on the other side, I’m talking through issues with clients, analyzing agreements, and coordinating with colleagues across practice groups to design and implement solutions. I don’t necessarily know in the morning what issues are going to require my attention during the day, but that’s what keeps my job interesting!

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Caroline: I’d recommend taking all the business-focused classes your law school has to offer, including Corporations, Securities Regulation, Restructuring, Corporate Tax, Negotiations, and Accounting for Lawyers. It’s also helpful to read DealBook and to research proxy statements concerning announced deals; the “Background of the Merger” section offers interesting information on how a deal came about and was negotiated. Once on the job, it’s good to read PLI articles and to attend presentations by practitioners about cutting-edge topics in M&A law.

Drew: In addition to the classes Caroline mentioned, I’d recommend becoming involved in a pro bono clinic. These clinics offer great opportunities to work closely with clients, giving students the chance to provide an important social service, while acquiring skills that will help them become better lawyers. I’d also encourage students to focus on organization, time-management, and drafting skills—crucial ingredients for success in any practice area.

What is the most challenging aspect of practicing in this area?

Caroline: The things that make M&A work challenging also keep it exciting! To be effective, you need to master a wide variety of structures and remain adept at creating new structures. And you need to learn how to explain complex and often legalistic concepts to business clients and others so they understand the issues clearly. M&A also requires you to be “all in”—the hours are often long and unpredictable, and much of our work is time sensitive, with calls coming in quickly with a great sense of urgency. At the same time, it’s enormously gratifying to put a deal together for a client, providing the best possible client service.

Drew: Our clients are leaders in the field and have high expectations. Meeting those expectations can take you out of your comfort zone and requires you to think creatively to develop bespoke solutions. Starting with a blank sheet of paper can be daunting, but working collaboratively across practice groups and with attorneys at all levels is incredibly fulfilling. 

What is unique about your practice area at your firm?

Caroline: Our M&A group is unique because we punch well above our weight in terms of the number and significance of transactions we handle. As an institution, we are highly collaborative and regularly turn to one another to brainstorm solutions for our clients. We pride ourselves on thinking outside the box, and even during the pandemic, we were able to assist clients in both addressing complex business challenges as well as capitalizing on newfound opportunities that arose, finding creative ways to address novel issues and working closely with our clients and with colleagues in other practice areas.

Drew: I’d say the Private Funds group stands out because of the tremendous diversity of clients as well as the diversity of funds that we handle. To echo Caroline, the firm is so strong across the board and always approaches matters as a team; I routinely work with lawyers in the other corporate groups as well as in Tax, Litigation, and Employment to understand the finer points of matters and provide thoughtfully tailored solutions.

What are some typical tasks that a junior lawyer would perform in this practice area?

Caroline: Junior lawyers are absolutely critical on every deal, and their responsibilities are far-ranging, including drafting board minutes, transaction agreements, confidentiality agreements, and exclusivity agreements. Juniors also revise investment banker engagement letters and conduct and summarize due diligence, which can include reviewing corporate governance and key contracts. In addition, junior lawyers review and prepare disclosure schedules to agreements, prepare SEC filings, and coordinate the input of specialists and/or foreign counsel. They really are involved in all aspects of a deal!

Drew: One of the great things about private funds is that junior associates get a lot of substantive experience very quickly. Juniors in our group have a lot of client contact and routinely work with investors regarding the deal documents. Juniors are crucial to ensuring that the process moves forward smoothly.

What are some typical career paths for lawyers in this practice area?

Caroline: There are so many exciting opportunities available to M&A lawyers because of the wide range of experience they gain and excellent training they receive. Lawyers in our group are versatile and well equipped to take on any number of roles. Our associates have gone in-house to handle transactional work, joining major public companies such as General Motors, Raytheon, ITT, Amazon, and Google. Others have gone to startups, such as Blue Apron and Thistle. And some have moved to the business side, becoming investment bankers or working at private equity firms.

Drew: Our associates are well-rounded team players who are sought after across a wide range of businesses and fields. Former private funds colleagues now work at our clients’ businesses in both legal and non-legal roles, and others have joined financial institutions, government agencies, nonprofits, and academia. Simpson is a terrific starting point for any young lawyer!