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

Amy Wollensack represents private equity and other corporate clients in a wide range of complex transactions, including mergers and acquisitions, leveraged buyouts, divestitures, recapitalizations, joint ventures, going private transactions, PIPEs, venture capital and growth equity investments, and other transactions. Amy also advises on corporate governance matters. She has extensive experience representing clients in domestic and cross-border transactions in a broad spectrum of industry sectors, including healthcare, life sciences, technology, entertainment, logistics, media, consumer products, food and beverage, franchise, automotive, software, manufacturing, financial services, agriculture, defense, and hospitality. As a result, she can anticipate and address industry-unique issues that often arise in the transaction process and structure the transactions efficiently. In 2023, Amy was recognized as a “Top Women in Dealmaking” by The Deal and named to Mergers & Acquisitions “2023 Most Influential Women in Mid-Market M&A.”

Calvin McKnight is an associate at Akin’s Houston office. Calvin received his J.D. in 2018 from the University of Houston Law Center, and received a B.S. in Engineering from Louisiana State University in 2008. He guides energy and infrastructure clients through all phases of drafting and negotiating agreements for the purchase, sale, development, and financing of energy and infrastructure projects. Calvin represents sponsors, developers, and project companies; commodity traders; energy operating companies; sellers and buyers; financial institutions; and private equity investors. Calvin has over a decade of energy industry experience, working as a project design engineer and project manager prior to practicing law, and is particularly experienced in midstream, LNG, oil and gas exploration and production, construction, and other related sectors.

Describe your practice area and what it entails.

Amy: I represent private equity sponsors and companies in M&A and other investment transactions, including leveraged buyouts, mergers, acquisitions, divestitures, joint ventures, growth equity, and other complex transactions. I also provide advice on corporate governance matters and serve as an advisor to portfolio companies of my private equity clients.

Calvin: I advise clients on project development, acquisitions, divestitures, and strategic joint ventures involving a range of energy assets. In particular, I guide energy and infrastructure clients through all phases of drafting and negotiating agreements for the purchase, sale, development, and financing of energy and infrastructure projects in a wide range of energy sectors, including:

  • Upstream, midstream, and downstream assets,
  • Renewable and traditional power,
  • Oilfield services,
  • Liquefied natural gas (LNG),
  • Petrochemical, and
  • Related engineering, procurement, and construction (EPC) matters.

What types of clients do you represent?

Amy: I represent private equity sponsors like Mubadala Capital, Paine Schwartz Partners, ICV Partners, Mill Rock Capital, and other private equity funds and strategic clients such as Adtalem, Aptar, True, and other companies.

Calvin: I represent sponsors, developers, project companies, commodity traders, utility companies, energy operating companies, sellers and buyers, financial institutions, and private equity investors.

What types of cases/deals do you work on?

Amy: I work on M&A and other investment transactions in a variety of industries, including software and technology, food and beverage, life sciences, healthcare, manufacturing, professional services, franchises, retail, and education.

Calvin: I have represented a midstream company in all aspects of a joint venture to develop and operate a crude oil pipeline; a midstream company in all aspects of a joint venture to develop and operate a natural gas gathering and extraction facility; multiple clients in the development of LNG export and import facilities throughout North America; an owner in drafting, request for proposal (RFP) issuance, bid analysis, negotiations, and contract execution management with international and domestic suppliers for the purchase of generating and manufacturing equipment and associated service agreements for multiple renewable energy and industrial facilities; and numerous public and private companies (developers, sponsors, and financial investors) in the purchase, development, and project financing of numerous solar-powered generation facilities throughout the United States.

How did you choose this practice area?

Amy: I was drawn to transactional work because in a typical transaction, both sides mostly get what they want, which means that typical interactions are not adversarial. I like M&A work because of the client interaction and the ability to work on different types of transactions and learn about a variety of industries and companies, which means that I never get bored. I also like that I work with large teams within the firm, which allows me to get to know a number of my colleagues well.

Calvin: My previous background as an engineer and project manager lends itself to this practice area, as I previously designed and managed the types of deals/projects I now work on as a lawyer. I also started working with Matt Kapinos, who lateraled to Akin in 2019, and who had a background in this practice area where my previous skill became of immediate use to his practice. We built a rapport that I wanted to continue pursuing and three-and-a-half years later I still work very closely with Matt.

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

Amy: There is no typical day in my practice, which keeps things interesting. I may be drafting documents, like merger agreements or operating agreements, I may be negotiating a deal in person or via Zoom, or I may be attending board meetings and offering general corporate advice.

Calvin: Our deals typically follow the life cycle of an infrastructure project; thus, what tasks I am performing depends on what phase of development the client is in with respect to such projects. Generally, I begin my day responding to client inquires with respect to current agreements being negotiated or questions concerning previous correspondences. If I do not have a scheduled client or internal deal meeting, I am likely performing substantive drafting or reviewing and revising a document, as I am generally in charge of drafting and managing the deals I am assigned to.

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

Amy: Corporate and Partnership Tax, Accounting for Lawyers, Corporations, and Securities are all good classes for an M&A lawyer. If contract drafting and negotiations classes are available, those are useful as well. If your law school has a business school where you can take classes, you may want to take private equity and M&A business school classes too—not only will this help substantively, but getting to know your counterparts in the business school will be helpful as you focus on business development later in your career.
Calvin: The practice area I am a part of is somewhat specific and niche. The agreements we negotiate and draft are not generic and most of the contractual terms are unique to project development deals and documents. The best way to develop skills in this area is to be a part of the deals from an early entry level and obtain as many experiences and repetitions as possible.

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

Amy: The hours can be challenging. When you are in the middle of closing a deal, you may have to work long hours in order to meet tight deadlines for closing. Typically, this is balanced by slower periods when the hours are more manageable and you can take time off—it’s very important to take advantage of these slower periods when they come around so that you are ready for the busier periods.

What do you like best about your practice area?

Amy: I like working with our clients, meeting the management teams of acquisition targets, and if they are acquired, working with them to grow the business. I also value working with so many of my colleagues to achieve successful results for our clients.

Calvin: Our clients are generally sophisticated, and some have been building infrastructure projects for a long time. Thus, our clients know what it is they are looking for and can be specific about their desired results. This leads to less “guessing” on the commercial side of things when putting together contractual documents. Further, our projects deal with building and developing actual physical items, so it’s not just money or equity interest changing hands. The end result of a completed deal is a large function facility.

What is unique about your practice area at your firm?

Amy: Our firm is focused on serving the needs of a broad range of asset managers, including private equity firms. This means that we have all of the services and specialty practices needed to suit our clients’ needs, including fund formation, acquisition finance, regulatory, tax, executive compensation, antitrust, and other specialty expertise.

Calvin: Our practice is unique within our larger corporate practice, as it’s a small group that becomes necessary for multiple types of clients; a traditional M&A or finance lawyer’s client may at some point desire to build an infrastructure project. When this occurs, our team is typically called. Given the amount of corporate partners, we can be in high demand given the uniqueness of our practice.

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

Calvin: Junior associates tend to perform tasks that are typical for general corporate junior attorneys, such as inputting comments from senior attorneys and partners, running comparisons on documents, and taking meeting notes on client or negotiation calls. What’s unique about our practice is that there is quite a bit of preliminary development that occurs prior to drafting the definitive document; thus, junior attorneys get to work on novel work products prior to drafting an agreement, such as unique issues list and provision summaries. Our documents can also include numerous exhibits and appendices that attach to the definitive agreement. Junior attorneys can often be tasked with managing and developing these exhibits and appendices.

How do you see this practice area evolving in the future?

Calvin: Our group is constantly evolving. For example, the constant changes in government incentives for investing in infrastructure projects, and related tax benefits and other governmental funding, has our clients constantly looking for ways to leverage these incentives. We are usually called in to guide them on the aspects of utilizing such incentives to develop infrastructure projects.

What kinds of experience can summer associates gain at this practice area at your firm?

Amy: Summer associates are given real world work, so a summer associate can expect to have the same opportunities as first-year associates. This means that summer associates may perform due diligence (i.e., investigation into the legal status of an acquisition or investment target), draft ancillary agreements, participate in negotiation sessions, draft board resolutions, maintain signing and closing checklists, and perform a variety of other similar tasks.