The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
G.J. Ligelis Jr. is a partner in Cravath’s Corporate Department. He advises on public and private mergers and acquisitions, corporate governance, and general corporate matters. His M&A practice has a particular focus on cross border transactions.
G.J. was named a “Dealmaker of the Year” by The American Lawyer in 2021.He has also been recognized for his work in mergers and acquisitions by IFLR1000 and was named as one of the “500 Leading Dealmakers in America” by Lawdragon. He is a member of the International Bar Association.
G.J. was born in New York. He received an A.B. magna cum laude in History with a Certificate in East Asian Studies from Princeton University in 2006, where he was elected to Phi Beta Kappa, and a J.D. cum laude from Harvard Law School in 2009, where he was the President of the Harvard Association for Law and Business. He joined Cravath in 2009 and was elected a partner in 2017.
Describe your practice area and what it entails.
My practice primarily entails representing clients on public and private mergers and acquisitions transactions. That covers a broad range of different M&A matters, such as advising a company on its acquisition of a privately held business to integrate into its own operations, guiding the board of directors of a publicly traded company through the process of agreeing to sell the company and obtaining approval of its shareholders, and negotiating minority investment or joint venture structures. At Cravath, we are not only legal advisors but also serve as strategic partners for our clients—helping them work through the web of legal, commercial, and interpersonal complexities to achieve their business objectives.
What types of clients do you represent?
Over the years, I have focused my practice on advising both U.S. and non-U.S. companies on cross-border and international M&A transactions. On top of the usual challenges of an M&A deal, I have always enjoyed the added complexity of navigating the different legal systems, customary practices, and business cultures that these deals always present. My clients are typically large, multinational corporations that pursue M&A opportunities in countries around the world and that will involve Cravath in the transaction whenever we can bring our U.S.-based expertise to bear or add value to the deal team through our cross-border and international experience.
What types of cases/deals do you work on?
The most frequent fact pattern for M&A transactions that I work on are non-U.S. companies pursuing sizeable acquisitions of U.S.-based businesses to further expand their presence in the United States or exposure to the U.S. market. Sometimes these transactions are the first large-scale acquisition that the client has done in the United States, which allows me to help educate and guide them through the M&A process here, as there are nuances to the way these deals get done in every different country. For example, while directors of publicly traded companies in any jurisdiction will usually owe fiduciary duties to their shareholders, the specific way in which those fiduciary duties are scoped and defined through decades of case law in Delaware may be new for a non-U.S. company and important to how they calibrate their approach and positions in the negotiation. In the past few years, I have represented clients based in the United Kingdom, the Netherlands, Switzerland, France, Mexico, Dubai, Australia, and Tanzania on inbound acquisitions in the United States.
How did you choose this practice area?
One of the key reasons I chose to come to Cravath was its rotation system for associates. Throughout your entire time as an associate, you rotate to different practice areas every 15-18 months. For me, this was such an important part of my development as a lawyer. It not only exposed me to a range of different substantive areas of law and types of deals, but also allowed me to work with almost every single partner in the firm’s Corporate Department and to learn from each of their approaches to negotiating agreements, addressing clients’ needs, and managing deal teams. Certain rotations are great for developing your drafting skills, while others push you to grow your transaction management skills and others will help you learn to be commercial and practical in order to get the deal done. While I had a hunch that M&A would ultimately be the practice area I’d gravitate toward, I was well into my fifth rotation when I finally decided that M&A was where I wanted to land for my career.
What is a typical day like and/or what are some common tasks you perform?
One of my favorite aspects of an M&A practice (also true for most transactional practices) is that it perfectly combines interactive and social tasks with more cerebral and intellectual elements. A typical day starts with working my way through the emails that came in from clients and other parties to a deal in different time zones—one of the benefits of an international, cross-border practice! Most of the day is then taken up with phone calls and video conferences. In those meetings, I may negotiate an agreement with the lawyers on the other side of the deal, walk the client through some challenging decision on the transaction, or work with other partners and associates on the team. Once that slows down, I’m able to close my door and focus on reviewing a markup of one of the transaction documents or digging into some detailed legal analysis we have put together for the client. I love that I’ve found a profession in which I can fully exercise many skills in a single day.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
My general recommendation to law students is to take the classes that you really enjoy and take advantage of all of the different intellectual pursuits at your fingertips. That being said, the courses that I found the most relevant and applicable as a corporate lawyer were my Negotiations Workshop and the several other classes and clinical projects I took on in that field. One of those classes was a joint law and business school class in which students from both disciplines worked through various negotiation exercises in a way that is very much replicated in real practice. Also, if you do not already have at least some background in math, finance, or accounting (as was the case for me), I would recommend spending a course or two learning some of the basics of corporate finance and/or accounting while in law school. Transactional lawyers use those skills every day.
What misconceptions exist about your practice area?
I think the biggest misconception about M&A is that it is a cutthroat environment that rewards antagonism—in fact, that could not be further from the truth. While every M&A lawyer needs to have a broad toolkit of styles and methods to interact with their counterparties on the transaction, it is almost always the case that an approach of prioritizing constructive engagement, finding mutual understanding, and establishing a good working relationship built on trust and respect will lead to the best results. At the end of the day, we’re all trying to craft a transaction that makes sense for both sides that will ultimately need to agree for the deal to close.
What are some typical tasks that a junior lawyer would perform in this practice area?
Speaking from my experience as an associate and now a partner at Cravath, junior lawyers have a lot of responsibility on our M&A deals. They are our first line of defense for answering critical questions on the transaction, such as: Will the counterparty to this key commercial contract of the target company be able to walk away if we buy them? Would the U.S. securities laws allow us to disclose the transaction in this way as opposed to the typical approach? Do we need the approval of the target company’s shareholders to do this, and if so, how much of the vote would that require? Our more senior lawyers will, of course, weigh in on these questions as well, but it is often the junior lawyers’ responsibility to come up with an initial answer. I’ve also found that junior M&A lawyers get many opportunities to start working on drafting skills early in their career. Drafting well (both for legal agreements and for clear and concise client advice) is an area of our practice that will take years to fully master, and M&A provides the ability to start honing those skills on ancillary agreements, closing documents, checklists, slide presentations, issues lists, and many others.
What kinds of experience can summer associates gain at this practice area at your firm?
At Cravath, our summer associates are assigned to an individual partner and work on their transactions throughout the summer. While summers will work with other partners and associates in the course of those transactions, this system provides for a level of individualized attention and training. We staff our summer associates in very much the same manner as our first-year associates. That means they get the same type of responsibility and assignments as they will when they arrive back here after graduation and get a real sense of the type of work we do. We also always make sure that some of their written assignments come to their assigned partner without prior review by other associates, which provides a great opportunity for direct feedback that helps them learn and grow.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
At the end of the day, the only way to succeed as an M&A partner is to take on your clients’ objectives and priorities as your own. At Cravath, we become a seamless part of our clients’ internal team and work arm in arm to get the transaction across the finish line. Quite frequently, we have more experience in these particular types of transactions than they do, so it is a big part of our responsibility to help our clients pace the transaction appropriately and pay close attention to the deal dynamics, ensuring they are not moving too quickly to allow for careful deliberation or moving too slowly and risking the transaction slipping away. There will always be hectic and stressful stretches on M&A deals, especially in the push to sign up and announce a transaction—but one of the best services we can provide is to be a voice of calm and reason amid those stretches.