Published: Feb 15, 2019
An M&A attorney must be highly organized and prepared to put on many hats as they facilitate deals. Among the areas in which M&A attorney may be involved are due diligence, negotiations, corporate governance, drafting of contracts and other documents, financing, and much more.
So what's it really like to practice M&A?
In Vault's 2018 Practice Perspectives: Vault's Guide to Legal Practice Areas, four BigLaw partners share their experiences working in M&A. Below are their thoughts about the best elements of their practice area and the most challenging aspects of it.
What is the best thing about your practice area?
Keith Hallam—Partner, Cravath: I would expand this to three “best things.” First, M&A has always appealed to me because of the excitement inherent in the pace and strategy of the work. In addition, working with clients across various industries has been an added bonus—no deal is ever the same. And last, but certainly not least, there is nothing better than working with colleagues who share the same passion for this work. Cravath is an extraordinary place to practice law, and our clients really benefit from the collective passion our lawyers bring to every matter.
Sonia K. Nijjar—Partner, Skadden: There are always opportunities to learn—from solving new and complex corporate issues that we come across to negotiating against someone with a completely different style and determining what you think will be most effective to working on a deal acquiring an unfamiliar business that I have to learn about and research. For me, that is by far the best part about my work.
Melissa Sawyer—Partner, Sullivan & Cromwell: It’s dynamic. It’s always changing. There are lots of rewards for being creative in this area, so you’re not expected to just do the same thing over and over again. In fact, it’s just the opposite. You’re expected to think of new and better ways to do things all the time, and I like that. For example, when you’re structuring an M&A transaction, you’re likely trying to figure out ways to structure it in a manner that is going to accomplish your client’s objectives. If, for example, you can find a way to structure a transaction that saves tax dollars for your client, you’ll be a hero, and figuring that out requires pure creativity. There’s usually no template to work from. It’s achieved by, in this example, working with your tax colleagues and thinking about how you can move a company and its assets around inside an ecosystem and still living within the four corners of the tax laws. People involved in M&A transactions often say they’re looking for ways to “make the pie bigger for everyone.” M&A lawyers are really good at figuring that out.
Jenna E. Levine—Partner, Wachtell Lipton: Getting to build relationships with my clients and work collaboratively with them to achieve their most important goals and address their biggest challenges is very fulfilling. Our clients trust us with complex challenges every day, and I take that responsibility very seriously. It is rewarding to get to see the results of my work, and the nature of the situations I encounter in my practice means that I never get bored.
What is the most challenging aspect of your practice area?
Keith Hallam: What can be considered challenging about the M&A space is also exciting—an active deal market can mean unpredictable timing, fast-paced negotiations, and high stakes for your client. While those characteristics make for a challenging deal process, achieving success is incredibly rewarding. It is crucial to remain flexible—you may not know what the next “shoe” is going to be in a given scenario, and when or if it will drop. Being adaptable allows you to face challenges head on and to remain innovative in structuring solutions.
Sonia K. Nijjar: One of the biggest challenges, especially in an M&A practice, is that your schedule can be very uncertain. Corporate law at any firm is a client services business, and deadlines and schedules—which can change at any given time—are often driven by the client. Working with a team that is capable and flexible is incredibly helpful when you’re suddenly given an accelerated deadline.
Melissa Sawyer: Without a doubt, the most challenging aspect of M&A is that it’s unpredictable and highly variable in terms of intensity. You have to remain calm under really intense pressure, but when you’re not under pressure, you have to be self-motivated and push yourself and think creatively. When you’re not in the middle of a transaction, you have to think about abstract concepts, which may be not relevant at that particular moment but you may be able to deploy in future transactions. It’s challenging, but successful M&A lawyers are able to adapt during these varying levels of intensity.
Jenna E. Levine: The most interesting matters I work on are also often the most challenging—clients come to us with matters where there often isn’t a clear path forward or where, for whatever reason, the standard way of doing things won’t work. This requires a lot of creativity and a firm understanding of the rules we’re operating within so we can devise a solution that works and that meets the client’s needs.
To read more of these lawyers' thoughts and experiences on M&A, as well as perspectives from lawyers across two dozen practice areas, check out Practice Perspectives: Vault's Guide to Legal Practice Areas.
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