The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Kimberly R. Spoerri is a partner based in Cleary Gottlieb’s New York office. Her practice focuses on public and private mergers and acquisitions, private equity investments, and corporate governance matters. She also regularly represents major investment banking firms acting as financial advisors to acquirors or target companies.
Kim has been recognized for her work as an M&A lawyer by IFLR 1000 and The Legal 500 U.S. (Large Deals $1BN+). In 2021, she was named “Mergers & Acquisitions Lawyer of the Year” at Euromoney Legal Media Group’s Americas Awards and was named among The Deal’s “Top Women in Dealmaking” for M&A. In addition, Kim was honored in 2019 as a “CUP Catalyst” by the Council of Urban Professionals for her work as an agent of change in the field of law.
Kim joined the firm in 2008 and became a partner in 2017.
She received her J.D. from the New York University School of Law, where she served as a Senior Executive Editor on the New York University Law Review, and a B.A. from Princeton University.
Describe your practice area and what it entails.
My practice entails advising clients in connection with different types of corporate transactions, including mergers and acquisitions (public and private deals), joint ventures, spin-offs, asset dispositions, and minority investments. I also advise boards of directors on various ordinary course corporate governance matters as well as in connection with activist campaigns.
What types of clients do you represent?
I represent a range of clients across many industries. This year, alongside teams of talented Cleary lawyers, I represented American Tower in its acquisition of CoreSite, Takeda Pharmaceutical Company in its pending acquisition of Nimbus Pharmaceuticals, and GSK in its acquisition of Sierra Oncology. I also represented Bed Bath & Beyond in connection with its entry into a settlement agreement with an activist investor.
What types of cases/deals do you work on?
I have really enjoyed the variety of transactions and the range of clients I have been fortunate to work with in my practice. I have worked on a number of minority investments both on the buy side and the sell side. I have worked on acquisitions of companies ranging from small biotechs to large public companies. I have worked on the buy side and sell side of acquisitions of family businesses. I find it incredibly interesting to spend part of the day advising a large public company on a sale and then, later in the same day, advise a smaller family-owned company on its first capital raise from an outside investor.
How did you choose this practice area?
I started at Cleary in November 2008. While I knew I wanted to do corporate work, I was not sure which area of corporate law I wanted to focus on. I was lucky enough to get staffed on an M&A deal a few weeks after I started and basically never looked back. M&A is not for everyone, but I love the pace of the deals. We are often working on tight timelines to get deals done. For both the lawyers and the clients, it is often an “all-hands-on-deck” situation. I love the energy and comradery that M&A deals often foster. I have also been lucky to have a number of mentors in my practice group who have taught me a lot and created a great atmosphere in which to practice.
What is a typical day like and/or what are some common tasks you perform?
There is no typical day in M&A, but there are typical activities that tend to make up most of my days. I spend a lot of time reviewing agreements and negotiating them with opposing counsel. I also spend a lot of time on calls discussing transaction strategy with clients, which is probably my favorite part of the job. I am often on the phone—either with colleagues or other advisors on a transaction (e.g., financial advisors or accountants)—catching up on general deal process or specific deal points. While an M&A lawyer is essentially leading the M&A transaction at the firm, a number of other lawyers can also play vital roles on any given transaction. In any deal, the most important issues may be related to intellectual property, employment, or tax matters (or a combination of all three!). Working hand in glove with our colleagues in those areas is key to ensuring that our client gets the best outcomes in a transaction. The M&A team often has a bird’s-eye view of the whole transaction: you know what’s going on with the client, what’s going on internally with colleagues outside the M&A team, what the other advisors are doing, and what opposing counsel is up to. As a result, you end up spending a lot of time coordinating among those various groups.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I would recommend staying on top of the business section of the newspaper as a good start. There are typically lots of interesting stories about hostile deals, activist campaigns, big public mergers, and governance issues at all sorts of companies. We regularly deal with all of those things as M&A lawyers in our day-to-day practice. In law school, I would advise taking a good variety of corporate law classes (for example, Corporations Law and Securities Regulation). At Cleary, we have a two-week “mini-MBA” training program that provides lawyers with an overview of business law. We also have periodic teach-ins on various practical skills for M&A associates, which associates have found very helpful in their practice.
What is the most challenging aspect of practicing in this area?
One of the most challenging things about being an M&A lawyer is the timeline on which we are asked to do transactions. It’s not unusual to hear from a client that a deal we thought was off the table will need to be done from start to finish in less than a week. Coordinating a large team, managing clients, and dealing with opposing counsel can often make for late nights. However, those high-pressure, fast-moving transactions are often the ones that are the most fun. You really get to bond with your internal team and the client team when everyone is asked to perform under that sort of pressure. I can say from experience that clients appreciate us the most when we are put in that position and continue to excel.
What do you like best about your practice area?
I love being the person that a client calls when they have a challenging question and being able to answer quickly and accurately to put them at ease. What we do is very closely tied with important business objectives of the client, which allows us to speak not only to other lawyers, but with executives throughout the company and the board of directors. Serving as a key point of contact for all of those constituencies and helping to ensure that our main contact at the client (often in-house counsel) is best prepared to address their internal stakeholders are the aspects I enjoy best.
What misconceptions exist about your practice area?
One of the misconceptions that exists about M&A is that you must be combative to be a good M&A lawyer. My experience has shown that nothing could be further from the truth. Transactions are often done most efficiently when the counselors on opposite sides of the table respect each other and have a collegial relationship.
What are some typical career paths for lawyers in this practice area?
An attorney who practices M&A at Cleary generally has a wide range of options for his or her career path. Of course, some people will stay at the firm and practice M&A here for their whole careers. For those who would like to explore alternative career paths, there are tons of great opportunities. M&A attorneys from our firm have proceeded to work at major television networks, large media companies, well known sports leagues, premier investment banks, and important tech companies of various sizes (running the gamut from startups to the biggest names in tech). Some alumni continue to practice law while others pivot to the business side once they leave the firm. We also have many alumni working for government agencies and nonprofits. The M&A practice truly gives you a broad base of knowledge, which prepares you well to do a variety of jobs in a wide range of industries in your post-law firm career.