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2019 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

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

Andrew J. Nussbaum, Partner—Private Equity

Andrew J. Nussbaum is a member of the Wachtell, Lipton, Rosen & Katz Corporate Department. He joined the firm in 1993 and became partner in 1999. His practice involves a wide range of merger and acquisition-related matters, including cross-border transactions, spin-offs, divestitures, carve-out IPOs, private equity transactions and joint ventures. Mr. Nussbaum also handles related work in public offerings, financings, corporate governance and takeovers, and has completed a number of multibillion dollar cross-border transactions involving mergers between U.S. and European companies, acquisitions in Latin America, investments in China, a public company transaction in Russia and a major transaction involving one of Australia’s largest listed companies. While involved with a wide range of industries, he has extensive experience with international companies and in the media and entertainment areas.

Mr. Nussbaum graduated summa cum laude from Amherst College in 1985 and has a M.S. from Oxford University, where he was a Rhodes Scholar. He attended the University of Chicago Law School, where he received his J.D. with high honors in 1991 and was a member of Order of the Coif and served as editor-in-chief of The University of Chicago Law Review. Prior to joining the firm, Mr. Nussbaum served as a law clerk to the Honorable Ruth Bader Ginsburg, then of the U.S. Court of Appeals for the District of Columbia Circuit, and thereafter to Justice Antonin Scalia, United States Supreme Court.

Please provide an overview of what, substantively, your practice area entails.

In private equity, we provide a full range of transaction-focused advice, as well as sponsor structuring, fundraising, and governance advice. Our practice is international, with many PE transactions in Europe, and we also have transactions in Latin America, India, Asia, and Australia. For deal work, we typically provide full implementation of the deal, offering strategic advice to senior partners at the sponsor and advising on all definitive agreements as well as investor/shareholder governance, tax, financing, executive compensation, regulatory, and antitrust issues. Our work involves public deals, carve-outs, joint ventures, support of portfolio companies once acquired (including add-on acquisitions and divestitures), and exits.

What types of clients do you represent?

Our clients tend to be U.S.-based PE firms with a global presence, and we have worked on significant matters from Apollo Global Management, Carlyle, Towerbrook, BC Partners, Warburg, MacAndrews & Forbes, and Searchlight Capital. We also work with a wide range of portfolio companies controlled, or previously controlled, by financial sponsors.

What types of deals and/or cases do you work on?

My matters cover the full range of our private equity practice. I have done multiple carve-out acquisitions, including TNT Logistics from TNT, Alcan Engineered Products from Rio Tinto, and Noranda Aluminum from Xstrata (in each case for Apollo), as well as secondary buyouts (such as Berry Plastics from Goldman Sachs PIA and JPMorgan private equity), public company acquisitions (such as Metals USA), and IPOs of portfolio companies (such as Constellium, Noranda, and Berry Plastics). My practice covers a wide range of industries, from industrial companies, to consumer products, software/technology (acquisition of Presidio), and financial services (acquisition of Traxys for Carlyle). A particularly unusual private-equity deal I worked on was the representation of Michael Dell in the buyout/buyback of Dell Inc. (with Silver Lake).

How did you decide to practice in your area?

While I represent corporate clients and other investors, I enjoy the private equity practice because of the complexity of even typical projects, and the creativity of private equity dealmakers, who always seek new innovations in negotiating, structuring and financing transactions.

What is a typical day or week like in your practice area?

There really is no such thing as a typical day or week in our practice. We usually have deals at all stages of development in the office, from early-stage prospecting, to exclusive negotiations, public company auctions, and a few divestitures for private equity clients. In any given week, I will be engaged in significant corporate, tax, competition, and financing questions for any number of these deals.

What is the best thing about your practice area?

The private equity transactional practice is highly fluid, always evolving into new areas and approaches, which makes the work challenging and stimulating.

What is the most challenging aspect of your practice area?

The biggest challenge is to help clients develop a competitive advantage over their peer firms in any given deal, with the aim of providing the winning edge in a process or negotiation.

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

As with all M&A-focused practice areas, the private equity practice requires strong people skills as well as excellent writing and communication strengths. Substantively, in addition to general corporate, tax, securities law, and fund regulatory knowledge, it is very helpful to have a solid accounting base and an understanding of leveraged finance. But fundamentally, private equity clients are looking for smart lawyers who will work to keep up with the thinking of their clients!

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

A prominent misconception is that private equity buyers are simply financial engineers who do not understand (or care about) the businesses they acquire. This is simply untrue, and the successful private equity deals are those in which the sponsor firm has a deep and nuanced understanding of both the overall industry in question, and also the business and operational idiosyncrasies of the target company.

What is unique about your practice area at your firm?

Our private equity practice benefits strongly from our insistence that all of our PE lawyers also do significant work for our corporate clients, which gives us a strong understanding about how sellers think about their businesses and issues when we advise PE firms as acquirers. In addition, our preeminent tax practice often allows us to structure deals for private equity clients with significant tax benefits, allowing for improved returns. Our financing practice has grown from a small practice group to one of the leading financing departments in leveraged deals.

What activities do you enjoy when you are not in the office, and how do you make time for them?

I am active on three nonprofit boards, one of which I chair, I swim competitively and spend time with my family. Much of this activity is in the early mornings, evenings and on weekends!