The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Rama Padmanabhan focuses her practice on all types of public and private M&A and cross-border transactions. She has extensive experience advising boards of directors and handling initial public offering/M&A dual-track processes, cross-border transactions in Asia, reverse mergers, special purpose acquisition companies, and other complex transactions. Rama’s industry experience includes technology, fintech, software, semiconductor, digital health, and retail. She is a market leader in life sciences, biotech, and medical device transactions with deep experience in divestitures, options to buy, and structured transactions. She chairs Cooley’s Diversity Committee and Women’s Initiative Strategy Committee, and she previously served on the Partnership Nominating Committee.
Bill Roegge focuses his practice on M&A, activist and takeover defense, and other complex corporate matters. He has significant experience advising strategic and private equity clients on their most complex and high-stakes matters, including cross-border public and private M&A, carve-out transactions, and joint ventures. He has advised clients across a variety of industries, such as technology, fintech, life sciences, automotive, defense, industrials, consumer and retail, and real estate investment trusts.
Describe your practice area and what it entails.
Bill: I advise clients on M&A, activist and takeover defense, and other complex corporate matters.
Rama: My practice area is exciting because it is constantly changing, depending on the economic and global factors. At a very high level, I am representing buyers, sellers, and boards as they navigate the acquisition or sale of businesses and assets, which involves a wide range of responsibilities including structuring the transaction; collaborating with a variety of specialists—from tax to compensation experts; drafting deal documents; and negotiating transactions.
What types of clients do you represent?
Bill: My client base, like Cooley’s, focuses on innovative companies with a particular emphasis on tech, life sciences, consumers, and retail. Clients I work with include Tenable, DigitalOcean, Unity Software, Asana, Hootsuite, Dutch Bros, Legend Biotech, Lantheus, and Dynavax.
Rama: My clients range from private to public companies, and my deals range from small-yet-complex strategic deals to multibillion-dollar transactions. They involve life science, medical device, technology, retail, and gaming companies. Many of the transactions on which I advise allow critical science, R&D, and technology to advance by providing greater access to capital, increasing the likelihood that critical drugs and therapies may become available to patients.
What types of cases/deals do you work on?
Bill: Some of my favorite recent transactions include IAA’s $7 billion sale to Ritchie Bros. (a complicated cash and stock merger of equals that faced significant shareholder activism that we had to overcome); Amolyt’s $1.05 billion sale to AstraZeneca (a fast-moving sale of a French private company that involved a complex melding of U.S. and French law concepts); Amryt’s $1.5 billion sale to Chiesi (another complicated cross-border sale that followed a global auction process); and two cross-border deals that represented the acquiring companies’ largest deals to date: Hootsuite’s acquisition of Talkwalker from its private equity owner and Tenable’s $265 million acquisition of Ermetic. As you can tell, I represent buyers and sellers in transactions, and many of my transactions have a cross-border component, which makes them that much more interesting because you have to figure out how to meld multiple legal regimes and deal with cultural differences between parties.
Rama: I love that the deal structures I handle are constantly evolving, much like our innovative clients. I can best describe my practice by highlighting some of my transactions: representing Horizon Therapeutics, an Irish company focused on rare diseases, in its $28 billion sale to Amgen amid a fast-paced process involving multiple bidders; quarterbacking the sale of Gracell, a Cayman company with significant China operations focused on cell therapy, in its sale to AstraZeneca for $1 billion; advising Radionetics Oncology on its strategic partnering arrangement with Eli Lilly with an exclusive acquisition right for $1 billion; and handling multiple acquisitions over several years for Qualcomm. Many of my clients also look to M&A to access capital, and to that end, I represent private companies looking to go public through strategic transactions with public companies looking to acquire a new asset and companies divesting assets so that they can prioritize other assets in their portfolio.
How did you choose this practice area?
Bill: I tried a number of practice areas before focusing on M&A, including capital markets and leveraged finance. I ultimately chose M&A because the deals are fast-paced and high-profile with high stakes, and they involve a lot of problem-solving, project management, creativity, and consensus-building. It’s particularly gratifying to work on “bet-the-company” transactions because you know the team’s hard work is truly meaningful for the client and often the broader market. I also enjoy activism and takeover defense because you get to build strong bonds with the directors and officers of your clients by providing them with strategic advice in emotionally charged situations. Finally, I get to spend a lot of time reading and thinking about Delaware case law in the public M&A portion of my practice, which I really enjoy.
Rama: I had a broad general corporate background before I focused on M&A. I was drawn to this area because I find it intellectually challenging with respect to structuring, understanding and optimizing deal leverage, and managing the negotiation process. Every deal has its own unique aspects and requires that I engage with a large and varying group to truly understand the business. M&A is truly a team sport, and I enjoy working with my colleagues on what are often fast-paced deals. Many of the boards that I represent are making critical decisions in connection with M&A transactions, and I find counseling boards through such times to be very rewarding. I feel I am always learning and never bored.
What is a “typical” day like and/or what are some common tasks you perform?
Bill: No two days are alike in M&A! Typically, I have a mix of client board meetings, negotiation calls, internal meetings with my deal teams, reviewing and drafting contracts, answering ad hoc questions from clients, and attending coordination meetings with clients’ other advisors, such as investment bankers and accountants. I also spend a lot of time on non-billable firm initiatives, like staffing, recruiting, business development, marketing, training, and thought leadership initiatives, including writing blog posts for our Cooley M&A blog. We’re also seeing in-person negotiations bounce back, which is fun.
Rama: One of my favorite things about my practice is that there is no typical day. My tasks can include calls with my client to update them on a deal or get input on deal points, participating in board calls where I am advising on fiduciary duties or guiding the board through decision-making on deal matters, reviewing documents that have been drafted by team members, or negotiating with opposing counsel. I do try to dedicate at least a part of each day to mentoring and training my associates, whether by participating in client calls or negotiations or providing input on drafting.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Bill: Good corporate lawyers are really business advisors, which means it’s useful to take business-oriented classes like corporate finance and accounting. We also regularly advise on trends in the market, so staying abreast of business news is very valuable. If you get in the habit of reading The Wall Street Journal or Bloomberg daily in law school, it’s remarkable how much you will learn over time. Finally, intellectual curiosity will serve you well in your career—if, from the get-go, you focus not only on the “how” but also the “why” of the various tasks you are asked to complete, you will be able to progress much more quickly.
Rama: Most of the training occurs on the job, and almost every area of law is helpful for someone in M&A to know. I would recommend taking classes in subjects you find interesting. A basic understanding of securities laws can be helpful for M&A lawyers as securities are frequently used as currency for deals. Similarly, a basic understanding of tax law is important.
What is unique about your practice area at your firm?
Bill: Cooley M&A handles a broad range of transactions, from $50 million private exits for our early-stage clients to multibillion-dollar public company acquisitions or shareholder activism defense for our public company clients. This allows our associates to experience all types of M&A transactions and, over time, develop practices that are suited to their personal preferences and capabilities.
Rama: We handle a diverse assortment of deals that range widely in size and complexity. As a result, our associates are able to get broad experience, as well as opportunities earlier in their career to take responsibility for smaller transactions that need to be executed efficiently.
What are some typical tasks that a junior lawyer would perform in this practice area?
Bill: A junior lawyer would be helping with due diligence, drafting ancillary agreements, maintaining checklists, working with clients to create disclosure schedules, and helping manage the specialist teams. We also try to ensure that our junior teammates are listening in on the important board calls and negotiations so that they can see the big picture of the transactions they’re working on. Finally, we love for junior associates to get involved in trainings, drafting blog posts, and other thought leadership initiatives.
Rama: We try to get our junior lawyers access to critical deal information so that they can have a bigger picture of the transaction. Their day-to-day tasks would include due diligence, drafting ancillary documents, handling checklists, and managing the logistics of deal execution and closing. We offer shadowing opportunities for our juniors to participate in calls, and we try to provide them with substantive exposure to clients and opposing counsel as early as possible.
How do you see this practice area evolving in the future?
Bill: M&A is a fundamental driver of economic activity, so I like to think our jobs are safe. That said, as technology, particularly generative AI, continues to advance, I expect the role of M&A attorneys will continue to shift. I think these changes will allow transactions to move faster and reduce the time spent on more mundane legal tasks to enable lawyers to focus on the fun part of the job: advising clients on how to manage risk and structure and execute on transactions that accomplish their business objectives.
Rama: This is a practice area that evolves with the market. As AI increases in importance in all industries, it might be an area of great interest in relation to M&A. Geopolitical factors drive cross-border work, and if geopolitical factors become more pronounced, deal lawyers handling cross-border matters will become more innovative.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
Bill: Given the large deal teams and fast-paced transactions, M&A is the ultimate team sport. At Cooley, we try to work smarter, not harder, which means we are always working to improve our training, create new contract forms and templates, and adopt new processes and best practices. We’re also committed to working together and covering for each other, when necessary, so teammates can balance their professional and personal responsibilities.
Rama: M&A is a team sport, and I know that my team will work best when we are coordinated, our responsibilities are appropriately delegated, and we design a strategy for managing the needs of each transaction. We gain efficiencies from the fact that we handle a larger number of transactions and provide team members with multiple reps. Giving juniors chances to be involved in key transaction responsibilities means they are able to train quickly, which allows us to have a deep, substantive bench of attorneys.