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Mergers & Acquisitions

Overview

M&A attorneys represent companies that are the acquirers or the targets in acquisitions, mergers, joint ventures, minority investments, spinoffs and other similar transactions. Some attorneys in this practice area focus on either acquirers or targets, or on deals involving either public or private companies, while others work broadly across many types of transactions. Many M&A attorneys, especially at larger firms, specialize in private equity transactions, representing private equity firms in the acquisition or disposition of “portfolio companies.” The day-to-day work of M&A attorneys involves negotiating transaction terms, drafting and revising documents, performing due diligence, and overseeing compliance with applicable laws. Often M&A transactions involve specialized attorneys (finance, tax, executive compensation, etc.), and the M&A attorneys generally serve as the quarterback, supervising or organizing these specialists. Attorneys on both sides of M&A transactions are generally working toward the same goal of getting the deal completed, so often, the practice is not adversarial. M&A is deal-based, so the work can come in waves and often take place over holidays or at the end of the year. M&A attorneys generally have more opportunities to go in-house than litigators or specialist corporate attorneys, in part because they tend to be seen as more generalists, having had a hand in every part of a transaction.

Featured Q&A's
Get an insider's view on working in Mergers & Acquisitions from real lawyers in the practice area.
Michael Dillard, Global Chair
Latham & Watkins LLP

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.

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.

Ayo Badejo, Partner
Sidley Austin LLP

Describe your practice area and what it entails.

I advise clients on a variety of corporate transaction and governance matters. My primary focus is public and private M&A, minority investments, and corporate governance.

What types of clients do you represent?

My clients include private equity sponsors, portfolio companies, sovereign wealth funds, investment funds, and financial institutions.

What types of cases/deals do you work on?

I represent a wide range of buyers and sellers in M&A transactions and parties to joint ventures in a variety of industries, including real estate, fintech, communications, consumer products, and technology.

How did you choose this practice area?

As a summer associate, I selected assignments in a number of different practice areas, including intellectual property, securities litigation, antitrust, and corporate transactions. I enjoyed most of the assignments but felt that my skill set and personality were best suited for corporate transactions. As I began to practice, I gravitated toward M&A and joint ventures.

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

There are no typical days in my practice. M&A is a demanding and dynamic industry. It requires business professionals and legal practitioners to process information quickly and respond to evolving terms under demanding conditions. Keeping up with the pace of the industry requires consistent contact with clients—which is one of the best parts of the job. Much of my days are spent on the phone and on email, helping clients to respond to the challenges and the complexity inherent in the industry. I also spend a considerable amount of time mentoring associates. An incredible network of mentors helped shape my legal career and supported my ascension to partnership at Sidley. It is a pleasure and, I believe, my duty to help our associates develop in their careers at Sidley.

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

Certain law school classes, such as federal taxation, securities law, corporations, and secured transactions, can provide a helpful foundation to corporate practice. I also recommend that law students take classes at business school, especially corporate finance and accounting. In M&A/PE, we often work directly for business professionals. Understanding the lingo, methods, and motivations of business professional clients is key to successful client relationships.

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

Sidley clients often come to us with complex and novel issues. Unpacking complex requests and providing clients with workable solutions are the most challenging and rewarding parts of the practice.

What do you like best about your practice area?

The opportunity to work with attorneys in multiple practice areas. On any given M&A transaction, we will have attorneys that focus on tax, finance, litigation, real estate, intellectual property, import/export, data protection/privacy, and industry areas participate on the transaction. On buy-side transactions, these attorneys are asked to vet acquisition targets to determine potential risks and help prepare the buyer to integrate the target into its operations. This process routinely exposes me to cutting-edge issues, which—in turn—allows me to help advise clients on potential legal issues as they arise in other contexts.

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

Junior associate tasks vary widely. On large M&A transactions, junior associates draft ancillary documents, prepare closing documents, conduct due diligence, coordinate client requests, and prepare and review schedules. However, associates are generally given work commensurate with their ability. Once a junior associate is ready to handle more difficult tasks, we strive to give them the opportunity to do so.

How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?

Dealing with the pace of M&A takes teamwork and coordination. On large M&A transactions, there is too much work for any attorney to handle alone. Each team member has to work in coordination to quickly respond to client demands. I lean heavily on our associates to help build and organize the legal team and find that our associates always rise to the task.

Ayo Badejo, Partner—M&A and Private Equity

Ayo Badejo is a partner in the Sidley’s New York office and practices in the M&A and Private Equity group. Ayo concentrates his practice in corporate and securities matters, including mergers and acquisitions, corporate structuring activities, and corporate governance. Ayo represents emerging growth companies, private equity firms, and Fortune 500 companies in a broad range of industries—including banking, financial services, health care, and manufacturing—in complex transactions as well as in support of their day-to-day operations.

Ayo was featured as a “Rising Star” by The Deal in its “Top 21 New M&A Law Partners” list, which identifies the most promising new M&A partners of 2019.

Jakob Rendtorff, Partner • Beth DiSciullo, Associate
Simpson Thacher & Bartlett LLP

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.

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.

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