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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.

Marni J. Lerner, Partner, and Maya Reeves, Associate—Corporate

Marni Lerner is Head of Simpson Thacher’s Private Equity Mergers and Acquisitions practice, a four-continent team uniformly recognized as one of the world’s premier private equity practices. Leading deals with an aggregate value that exceeds $75 billion and include some of the largest private equity transactions of the day, Marni has had an unparalleled impact in the field. She enjoys a close and highly collaborative relationship with private equity powerhouse KKR, advising KKR on numerous blockbuster deals, including its acquisitions of Envision Healthcare, BMC Software, WebMD, Del Monte Foods, and Borden. The recipient of many awards, Marni is a two-time Law360 MVP in Private Equity. She graduated from Amherst College, summa cum laude, and earned her J.D., cum laude, from Harvard Law School.

Maya Reeves is an associate in the Private Funds group, where she concentrates on the formation and operation of private equity funds, including buyout funds, infrastructure funds, and co-investment funds, as well as funds of one and other similar custom arrangements, with a particular focus on middle-market funds. Fluent in Spanish, Maya received her J.D. in 2016 from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and her B.A., with distinction, from the University of Michigan.

Describe your practice area and what it entails.

Marni: I work on mergers and acquisitions for private equity clients, which are firms that raise funds from private investors and then invest that money in buying and selling businesses. I help clients buy companies and then sometimes sell those same companies. The companies that my clients buy may be publicly owned or privately owned.

Maya: My practice area is Private Funds; I set up vehicles through which investors pool their money to make investments. The firms that sponsor the funds dictate the terms, including how long the fund will last and the types of investments it will make. One of my primary responsibilities is to help draft and negotiate the documentation that will govern the funds throughout their lifetimes.

What types of clients do you represent?

Marni: For the past 30 years, I have worked closely with KKR, a leading global investment firm that has completed some of the largest private equity transactions in history. I’ve enjoyed helping them achieve their business objectives through dozens of transactions across a broad range of industries, from technology to retail to health care.

I also represent corporate clients in strategic M&A transactions. At Simpson Thacher, private equity is not a stand-alone department, and M&A lawyers who advise on private equity deals also regularly work on non-PE M&A matters, which keeps our practice interesting.

Maya: The firm represents sponsors of all sizes and business focuses, including large private equity firms like Blackstone, Carlyle, and KKR. I work primarily with middle-market sponsors, including Patria, one of the largest fund sponsors in Latin America, and Grosvenor, one of the world’s largest independent alternative asset management firms.

What types of cases/deals do you work on?

Marni: I’ve advised KKR on many acquisitions, investments, and divestitures, including: Envision Healthcare, BMC Software, RBmedia, Nature’s Bounty, WebMD, Del Monte Foods, Dollar General, Borden, and Duracell. I also recently guided KKR in its significant investment in Epic Games, the creator of Fortnite. In addition, I recently represented AEA Investors in its acquisition of Jack’s Family Restaurants and advised Palladium Equity Partners in their investment in Del Real, a refrigerated foods company.

On the non-PE side, I recently represented Gardner Denver in its proposed merger with Ingersoll-Rand’s industrials business and counseled Internet Brands in the sale of its Autodata Solutions Group.

Maya: Recently, I helped Patria establish the largest private equity fund ever raised in Latin America. I’ve helped establish funds focused on private equity in Asia, aggregates in the United States, and infrastructure and tech in Latin America. In addition, I’ve helped clients raise co-investment funds (funds that invest in a single deal alongside a larger fund) and funds of funds (funds that invest in other funds).

How did you choose this practice area?

Marni: I found M&A to be the most compelling practice area because of the diverse and interdisciplinary nature of the work and the fast pace of transactions. The range of deals in M&A is very broad, so I can be working on a leveraged buy-out, an investment in a private company, a joint venture, and a sale of a public company all at the same time. One of the reasons I was drawn to PE M&A is that it offers lawyers the opportunity to build long-term relationships with our clients, whose very mission is to buy and sell companies. Because of this, we are able to develop a real partnership.

Maya: I chose this practice area almost entirely by accident! Simpson Thacher has a rotation system, enabling junior corporate associates to experience different practice areas before deciding. I rotated into Funds because I simply didn’t know which group to try next. Fortunately, it was a home run! Beyond enjoying the lawyers in the group and our clients, I appreciate the level of responsibility and client contact this area offers. I also find the complexity of the documents interesting and challenging.

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

Marni: There is no such thing as a typical day, which is one of the things I like best. I spend a lot of time advising clients and regularly confer with my partners in different practice areas, from tax to capital markets to employee benefits, concerning issues that arise. I negotiate and revise the transaction agreements and interact with opposing counsel as I quarterback the multiple workstreams required to sign and close a deal. My clients often bounce ideas off me to see if a proposed transaction can legally work; it’s exciting to be part of the brainstorming process and to be thoughtful and creative to help determine which transactions make sense from a legal standpoint.

Maya: A typical day for me involves working very closely with our clients, who come to us with questions throughout the life of the fund; I routinely analyze and reference the governing documentation as I provide counsel. My client relationships include not only the client’s legal department, but also the business, operational, and compliance teams. These relationships provide insight into how our clients’ businesses operate, which enables me to give advice that is responsive to their business objectives.

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

Marni: Most of the training is on the job, so there is really no one class that is required to be a good PE M&A lawyer. Classes that might be helpful include securities regulation and corporations. Skills that are important to develop include issue-spotting and problem-solving. Clients want lawyers who are creative, can find solutions, and apply good judgment.

Maya: I received most of my training right here at the firm. We have a number of resources designed to help associates learn the substance of their practice areas, but nothing beats working closely with senior lawyers who share their knowledge and expertise. In terms of courses, I took a drafting class in law school that helped me better understand the structure of contracts. On a practical level, it is important to develop excellent organizational skills, strong attention to detail, and a good grasp of your firm’s technology.

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

Marni: I am constantly being pushed out of my comfort zone and encouraged to think creatively. Unique issues arise on every transaction, and clients look to me to find solutions. Most times, working collaboratively with others at the firm, we are able to figure out something that works. We often work under intense time pressure; sometimes the competitive advantage in a deal may be that my client can get it done faster, which means that we need to work very quickly and be incredibly coordinated.

Maya: No matter what area of law you pursue, you will have to juggle significant competing demands. Sometimes, my job involves balancing a large number of small tasks in addition to satisfying bigger responsibilities—such as drafting governing documents. This can be challenging, particularly when working on multiple transactions simultaneously.

What do you like best about your practice area?

Marni: I love the fact that my work gives me the opportunity to acquire knowledge in so many areas. Sometimes, I learn about different industries because of the target company’s business. Other times, I learn a new concept in another practice area—be it tax, antitrust, employee benefits, or IP. I really enjoy digging deeper into different practice areas without necessarily specializing in them.

Maya: I enjoy my relationships with our clients; we really function as a team. And I love my role at the firm. Clients expect me to develop a deep understanding of their businesses and to give advice that is responsive to those objectives, both in the near and long term. For me, it’s like a puzzle!

What is unique about your practice area at your firm?

Marni: Simpson Thacher is a leader in private equity. We have a top-ranked global practice and work with many of the biggest buyout firms in the business. The firm has depth and expertise in the many practice areas that private equity clients require, including specialized knowledge in financing and tax structuring, as well as employee benefits and management-equity arrangements. Given our top-tier expertise across the board in each of these areas, we are uniquely positioned to remain a dominant player in this space.

Maya: We are fortunate to have tremendous diversity in clients and in the types of funds we help to raise. And given our strength across practice areas, clients view us as “one-stop shopping.” As a result, funds lawyers have the opportunity to confer regularly with colleagues in other departments.

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

Marni: Junior lawyers spend significant time performing due diligence, one of the most important jobs on a deal. There have been situations where a young lawyer has uncovered something in due diligence that has caused a client to walk away from a deal, or to restructure the deal in its entirety. There are also many ancillary documents that junior lawyers help draft. In addition, getting a deal to closing requires a lot of work, and the junior lawyers are very involved in making sure that everyone is completing the various tasks required to close a transaction and meeting the deadlines.

Maya: Typical junior associate tasks in the Funds group include reviewing subscription documents and managing the investor clearance process so that the investor can be admitted to the fund. Junior associates will work closely with investors, the clients, and their service providers to ensure that investors’ documentation passes anti-money-laundering and know-
your-client checks, as well as draft ancillary documents and keep the team organized. Junior associates are really on the front line!