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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.

Jakob Rendtorff, Partner, and Beth DiSciullo, Associate—Corporate

Recognized as a 2020 “Dealmaker of the Year,” by The American Lawyer, Jakob Rendtorff is a partner in the firm’s Mergers and Acquisitions practice. He regularly advises public and private strategic companies and private equity firms on a broad range of transactions and corporate governance matters. Recently named a “Rising Star” in M&A by The Deal, Jakob was recognized as one of the “most promising new M&A partners for 2019.” Jakob was also named a 2019 “Rising Star” in M&A by Law360, which recognizes top attorneys under 40. A native of Germany, Jakob received his B.A., Phi Beta Kappa, with honors, from the University of Chicago in 2005, and his J.D. from Harvard Law School in 2008.

Elizabeth (“Beth”) DiSciullo joined Simpson Thacher in 2017. An associate in M&A, Beth has worked on a variety of transactions, including public and private acquisitions and sales and strategic investments. Beth received her B.A. from Georgetown University, magna cum laude, Phi Beta Kappa, in 2012; she received her J.D. from the Georgetown University Law Center, magna cum laude, Order of the Coif, in 2017.

Describe your practice area and what it entails.

Jakob: At Simpson Thacher, M&A lawyers handle a wide variety of corporate transactions in all major industries, including mergers, acquisitions, dispositions, leveraged buyouts, joint ventures, carve-outs, and spinoffs. We also advise clients in matters of corporate governance and other strategic questions. As M&A lawyers, we’re often considered generalists within the field of corporate law and serve as the “point person” to our clients as we work with our colleagues in various other groups to advise on the full range of legal issues that might arise over the course of a deal. Our work is quite diverse and includes a lot of counseling, drafting, and negotiating.

What types of clients do you represent?

Jakob: We’re fortunate to count some of the most successful businesses in the world among our M&A clients, and we handle premier deals in both the private equity and strategic spaces. Personally, I have advised various Fortune 100 public and private strategic companies, as well as some of the preeminent private equity firms. Some of my recent clients include Johnson Controls, K2M, Versum, Walgreens, TD Bank, KKR, Apax, and La Quinta.

Beth: The firm has a broad client base that includes a range of private equity and strategic clients. I have recently worked on deals for clients such as Apax Partners, New Mountain Capital, Frontdoor, and Genesee & Wyoming.

What types of cases/deals do you work on?

Jakob: Some of my recent deals include representing:

  • Johnson Controls in the $13.2 billion sale of its Power Solutions business to Brookfield Business Partners
  • Versum Materials in its $5.8 billion acquisition by Merck KGaA
  • The Special Committee of the Board of Directors of GGP in the $15 billion sale of GGP to Brookfield Property Partners
  • KKR and Caisse de dépôt et placement du Québec in their $4.3 billion joint acquisition of USI Insurance Services
  • Walgreens Boots Alliance in its $5.175 billion acquisition of 2,186 Rite Aid stores

Beth: I’ve recently helped represent:

  • Genesee & Wyoming in its $8.4 billion sale to affiliates of Brookfield Infrastructure and GIC
  • New Mountain Capital in its sale of a minority equity interest to affiliates of Blackstone
  • Apax Partners and Authority Brands in Authority Brands’ acquisitions of America’s Swimming Pool Company, Mosquito Squad, and Clockwork
  • People’s United Financial in its acquisition of BSB Bancorp

How did you choose this practice area?

Jakob: I knew that I wanted to do corporate work and was drawn to M&A from the very start. M&A deals are exciting, fast-paced transactions, and they tend to be extraordinary or even transformative events for our clients. M&A also offers a breadth of experience that is somewhat unique within the practice of law; no two deals, clients, or industries are the same, and we’re constantly confronted with novel issues and challenges. I’ve been doing M&A work for 11 years, and every single day I do something I’ve never done before.

Beth: I was also drawn to M&A by the variety and pace of the work and because the practice requires you to be creative and work to solve complex problems. As part of Simpson’s corporate rotation program, I had the opportunity to rotate through both M&A and Capital Markets, which I also really enjoyed, to get a real sense of the work before choosing a permanent group.

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

Jakob: One of the reasons I love my job is that there is no typical day! Sometimes I spend all day in meetings and calls negotiating a transaction; other days are spent drafting complex contractual provisions or attending board meetings to advise on potential strategic transactions that our clients are contemplating. M&A work offers a great opportunity to develop a broad range of skills in a variety of settings.

Beth: Every day is different, and the work largely depends on the stage of the deal you’re handling. Some common responsibilities of junior and mid-level associates include coordinating the review of transaction documents by specialists and local counsel, analyzing contracts and other corporate materials and managing the diligence process, drafting and negotiating ancillary signing and closing documents, helping manage the signing and closing processes, and researching or reviewing precedents with respect to legal issues that arise.

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

Jakob: I would advise taking advanced contracts law and corporations, and if there’s an M&A class, sign up for that. Also, it can be helpful to take a class that provides a background for understanding finance, accounting, and valuation. Students should also regularly read the paper and familiarize themselves with major events in the M&A and business world. In terms of skill development, I would highly recommend taking a negotiation class; it was my favorite course in law school.

Beth: Many law schools now offer business- and corporate-oriented courses, and I would recommend looking into classes such as corporate finance and accounting. While it is certainly not required to have a specific background on these topics—and many firms, like ours, offer training in this area when you start as a full-time associate—having some familiarity in the field can help you better contextualize your work earlier on. Other skills that are helpful to develop include drafting, writing, and handling project management.

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

Jakob: A major upside of M&A is that our work is never boring or repetitive. The flipside of that is that M&A lawyers are constantly faced with complex issues they have never encountered before. On top of that, you are the main point of contact for the client concerning the broad array of legal and business issues that arise on a deal. The work is fast paced, and we often have to act quickly in identifying risks and issues in unexpected situations and in making decisions and recommendations. Being able to resolve legal and business issues, help your client allocate risks, and exercise judgment to protect your client—while remaining commercial with the goal of getting the deal done—are key challenges to being an effective M&A lawyer.

Beth: Our clients operate at the highest levels of their industries and hire us for their most complex transactions, and they understandably have significant expectations. That can often mean time pressure and long hours leading up to the signing or closing of a deal. We work hard to meet these expectations, and it is highly rewarding to close the deal, having helped your client achieve its business objectives.

What do you like best about your practice area?

Jakob: I think the best part of M&A at Simpson Thacher is working with our clients. They are leaders in their respective fields and expect us to be at the top of our game. It’s honestly a joy to work with people who are excellent at what they do and who drive us to strive to meet the same standard of excellence. Earning the trust of our clients, who turn to us time and time again for advice on their most important transactions, is immensely gratifying.

Beth: Every deal is unique—including with respect to the structure of the transaction, the client’s priorities, and the industry and business of the client and its counterparty—so you are constantly learning, adapting, and resolving new issues. The M&A practice has a very team-oriented culture and affords the opportunity to work with a variety of people outside your group, including lawyers in many practice areas across Simpson Thacher.

What is unique about your practice area at your firm?

Jakob: Simpson Thacher is uniquely positioned in the M&A space. On the one hand, we’re known as the premier law firm for the leading private equity firms and their portfolio companies; we’ve represented the private equity sponsor in the five largest leveraged acquisitions ever, and our broad client base of private equity firms (KKR, Blackstone, Centerbridge, EQT, and Hellman & Friedman, to name just a few) is second to none. On the other hand, we’re also one of the leading firms in strategic M&A, with a remarkable array of clients, including large multinationals as well as smaller and closely held private companies. That means we have an unusually balanced client base compared to our peers, which contributes to the extraordinary strength and breadth of our M&A practice.

Beth: Our staffing system is also somewhat unique. We have a centralized system with full-time staffing coordinators who work hard to make sure associates are getting broad, well-rounded experience. We also have a rotation system where corporate associates in the New York office rotate through two practice groups before choosing their permanent group. This rotation system provides young lawyers a great opportunity to explore different practice areas before committing to a specific group.

What kinds of experience can summer associates gain in this practice area at your firm?

Beth: We involve summer associates in as many aspects of a deal as possible; as with associates, the work will depend on the stage of the particular deal they’re working on. For example, if a deal is in its early stages, the summer associate might help coordinate and attend diligence calls or research and analyze preliminary legal issues; if a deal is leading up to signing, the summer associate might help coordinate input from specialists and local counsel on the transaction documents; and if a deal is leading up to closing, the summer associate might help draft certain ancillary closing documents. We also invite summer associates to sit in on as many calls and meetings as possible to gain exposure to various aspects of the deal. In addition, the firm offers corporate- and M&A-focused training sessions over the summer to assist with skill development.