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Patrick Manchester, Partner, Washington
Allison Schiffman, Partner, New York
Describe your practice - what types of clients do you represent and what types of matters do you work on?
Allison Schiffman: My practice is incredibly broad and I like to say if it is an M&A deal, I am happy to work on it. That being said, the majority of my practice is currently representing private equity funds, companies that are backed by private equity funds, and other parties doing transactions with private equity funds and their portfolio companies.
Patrick Manchester: I spend a majority of my time working on M&A transactions in the life sciences industry, with a particular focus on pharmaceutical/biotech and medical device and diagnostics deals. The deals I work on in this space primarily involve acquisitions of public or private companies or carve-out divestitures of product rights or lines of business. That said, like Allison, one of my favorite aspects of M&A is that it offers a virtually unlimited variety of opportunities. I also am one of the leaders of the firm’s top-notch food and beverage industry practice, and have worked with energy, agricultural, industrial and media clients. I also recently have led a number of joint venture and strategic partnership transactions, including between companies and the U.S. government, which is a dynamic and fast-evolving area.
What sets M&A apart from other types of corporate law?
Allison Schiffman: Because M&A is so expansive, we are often working with clients on their most transformative corporate matters and we truly have to get to know entire companies and their businesses to advise on deals. M&A lawyers become true generalists ready to take on any issues, or rather spot the issues and call the subject matter experts when needed. When clients have a question and they simply have no idea who the right person is to ask, they call their M&A lawyer, because they know we have a deep understanding of their business to know where to go and are constantly calling on colleagues and external advisors in all areas to collaborate on transactions.
Patrick Manchester: I’ve been playing the violin for many years, and if you think of a deal team as an orchestra, the M&A lawyer is the conductor. Our job is to marshal the firm’s resources to make sure they’re all working in harmony to achieve the best deal for our client. To do this, as Allison notes, we need to be experts on corporate and contract law, and we also need to be well versed in our client’s businesses and the many other areas of law involved in our practice. I learn something new on every deal, and doing so makes me all the more effective the next time around.
What practice groups do M&A attorneys often work with, and why?
Allison Schiffman: We truly work with every practice group, depending on the type of deal and type of company we are working with. No matter how niche an issue may seem, I am always amazed that there is a colleague with deep experience who can offer practical guidance and insight. My Teams speed dial regularly includes colleagues in a variety of our practice groups including our antitrust, bankruptcy, cybersecurity, data privacy, debt finance, employee benefits, FDA regulatory, financial regulatory, foreign direct investment, political law, products liability, public policy, real estate, environmental, securities, tax, tech transactions, trademark, venture capital, and white collar practice groups. That being said, if you have an M&A deal, call your tax colleagues immediately, followed closely by employment and employee benefits.
Patrick Manchester: I agree with Allison. In my practice, I’m also regularly working with leading practitioners in food, drug and medical device regulation, life sciences licensing and collaborations, and intellectual property matters. This also tends to change over time. For example, I’ve spent a lot of time collaborating with lawyers in our antitrust and CFIUS practices as those areas have changed rapidly over the past few years. I’ve also been lately consulting a great deal with colleagues in our international trade practice. Working on deals opposite the U.S. government has afforded me the opportunity to work with our leading experts in government contracts, U.S. fiscal law, and national security matters. One of my favorite aspects of practicing at Covington is that when I need an authority on a matter, I virtually never need to do more than just walk down the hall or ring up a colleague in one of our other offices.
Tell us about your experience working with colleagues across offices, and how Covington's culture plays into this.
Allison Schiffman: We work seamlessly across offices because the ethos of our firm is to foster collaboration among lawyers. We truly need one another to give the best advice to our clients. It doesn’t hurt that I have a lot of great friends in other practices and offices, which makes the work just that much more fun.
Patrick Manchester: As Allison notes, one of Covington’s core values is that we work together and bring the right expertise for the right issue. That makes our jobs easier because we can have confidence that we’ll arrive at the right answer, and it also enables us to meet and work with a number of very smart people who are consistently generous with their time.
What is a typical day like in your practice?
Allison Schiffman: People always say there’s no typical day in this practice, and as clichéd as that sounds, it’s true. That said, there are a few things you can count on being part of every day. Emails and calls. And when those two things quiet down for a few minutes, detailed review of complex documents, and hopefully some non-tech enabled communication with colleagues and clients. A big part of what keeps the job interesting is that the emails and calls are constantly changing. They depend on where your transactions are in the process and the issues that happen to come up.
Patrick Manchester: Completely agree—one of the top features of this practice is its variability. You can rest assured that you will very rarely be bored. On most days, I am switching gears across multiple very different deals that all present their own unique issues and can sometimes all be moving very quickly. I enjoy the challenge of that and find it energizing and fulfilling.
What training and experience would you recommend for someone who is interested in your practice area?
Allison Schiffman: I’d encourage you to load up on corporate law classes, but also take classes just because they sound interesting. You never know when that seemingly random subject matter will find its way into an M&A deal, and trust me, it will. Read up on businesses that interest you and be curious about every person you meet and what they are doing; you will learn so much that will be useful in your practice.
Patrick Manchester: One additional piece of advice: take a class in corporate tax. It plays a key role in our practice and is hard to pick up on the fly. I’d never hold myself out as a tax authority, but being conversant in the lingo and structure of the tax code has made it easier to do my work. I’d also recommend using a summer associate experience to shadow an M&A deal so you can get a feel for how it works on a day-to-day basis. A good deal of how I learned to be an M&A lawyer came from on-the-ground experience and asking a lot of questions early in my career.
What makes the M&A practice at Covington unique, and why is it a great place to build a career doing the work you do?
Allison Schiffman: Getting to work with colleagues across Covington who are go-to advisors in their fields and are always willing to share their insights and perspectives. Every day, I get to talk to the smartest people I know to spot issues and solve problems to help our clients advance their transaction and business goals. There’s a real excitement in realizing a deal presents an issue that needs additional guidance, picking up the phone, and following the thread through a few colleagues. Before long, you’re talking to someone who wrote the relevant legislation, handled the leading case, or is ready to dive into a completely new question. Not only is Covington’s client going to get the benefit of top-notch legal analysis, but I am going to learn a ton right alongside them.
Patrick Manchester: As someone who practices in life sciences M&A, I fully echo that sentiment. I do not have a scientific or technical background that lends itself to work in this space, but I nevertheless have learned a great deal by working alongside industry-leading experts in all aspects of life sciences work. I also have enjoyed being part of an M&A practice that has experienced significant growth during my career both in terms of industry focus and geographic scope. It has been a rewarding experience working alongside my colleagues and friends to build up a practice together.
What kind of experience can summer and junior associates expect to gain in this practice area at Covington?
Allison Schiffman: No matter what practice area you are considering, request to get staffed on an M&A deal. Among other things, you will (a) get to spend a lot of time reading transaction agreements that, at least to me as a summer associate, seemed uniquely designed to induce both anxiety and sleepiness. I never would have guessed back then that I’d end up loving them as much as I do; (b) listen in on interesting and exciting calls, which may include strategy sessions with clients or contentious negotiations, among countless other topics; and (c) try your hand at drafting some ancillary agreements and certificates.
Patrick Manchester: I fully agree that the best way to see what it’s like to practice M&A is to slot into a deal team and observe what we do on a day-to-day basis. I try every summer to find summer associates who can join the deals I’m working on and to give them the background so they can see how the work they’re doing fits into the bigger picture. We also run a mock negotiations program every summer that gives our summer associates a taste of what it’s like to sit across the table from someone and work through tough issues on a deal.
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