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2022 DIVERSITY DATABASE UNDERWRITER Fried, Frank, Harris, Shriver & Jacobson LLP

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

Amber Banks is a corporate partner in the Mergers and Acquisitions and Private Equity practice, resident in Fried Frank's New York office. Ms. Banks focuses her practice on complex business transactions, including mergers and acquisitions, private equity and growth equity investments, leveraged buyouts, recapitalizations, and related general corporate counseling.

Matthew W. Howard is a partner in the Corporate Department, resident in Fried Frank's Washington, DC office. Mr. Howard focuses his practice on the structuring and offering of private investment funds and other alternative investment vehicles, as well as advising clients on a variety of other asset management matters. He has extensive experience working with clients on a wide range of investment strategies in multiple assets classes, including private equity/buyout, credit, real estate, infrastructure, energy, and various industry and region-specific investment vehicles. Mr. Howard also advises clients on employee investment vehicles, management company arrangements, carried interest plans, and other incentive arrangements. 

Describe your practice area and what it entails.

Amber: Our M&A and Private Equity practice represents private equity firms in their acquisitions and dispositions of target companies, strategic investments, and growth investments. We also represent public companies, both in general corporate counseling, as well as in their acquisitions of other companies, or in relation to their disposition of assets or businesses. Additionally, we have a preeminent seed and stakes practice, where we advise private equity firms dedicated to investing in the GPs of other private equity funds.

Matt: Our Asset Management practice primarily represents large institutional sponsors in structuring and raising a wide range of hedge funds (open-ended funds), PE funds (closed-end funds), and investment vehicles that do not fit squarely into either category. In addition to fund formation work, we provide top-tier advice on all aspects of our clients’ asset management businesses, structuring management companies and compensation arrangements, spinouts, and seed and stake transactions, and giving advice regarding ongoing operations, among other things.

What types of clients do you represent?

Amber: I advise leading private equity firms and public and private companies in a range of complex business transactions, including mergers and acquisitions, strategic investments, growth investments, leveraged buyouts, and recapitalizations. A sampling of the clients I represent includes Permira, Humana, CVS, Jacobs Engineering, NiSource, AEA, and Blackstone, among others.

Matt: I represent major financial institutions and prominent fund sponsors across a number of strategies, including traditional buyout funds, credit funds, seed and stake work, infrastructure, real estate, intellectual property, etc. I mainly focus on advising sponsors in the raising of PE funds for clients such as Apollo, Argand Partners, Bain Capital, Blue Owl, Goldman Sachs, Neuberger Berman, and Permira.

What types of cases/deals do you work on?

Matt: I do a lot of work for Dyal Capital Partners, a division of Blue Owl Capital. We recently helped them in their spinout from Neuberger Berman, which led to the creation of Blue Owl. Before the spinout, we helped them with the formation of Dyal Capital Partners IV, which closed with over $9 billion of committed capital, and is the largest fund ever raised to acquire minority interests in leading institutional private market firms. Now, we’re advising on ongoing fund raises in several areas for Blue Owl, including a fund that is buying stakes in NBA teams.

Amber: My particular practice is primarily focused on private equity work, public company work, and some growth work. I often work on a number of very high-profile transactions, including most recently advising a group of investors on their $14 billion take-private acquisition of McAfee Corp., a global leader in online protection. This deal is currently the largest public-to-private deal of 2021.

How did you choose this practice area?

Amber: I’m a unique case. Before deciding to go to law school, I worked on M&A transactions on the finance side, and I knew going into law school that M&A was what I wanted to do. I enjoy the fact that my work combines my legal training as well as my finance background. Most of all, I love helping clients in their most pivotal and career-defining transactions.

Matt: I was pretty sure I was more interested in a corporate practice than in litigation, but when I graduated law school, I didn’t have a firm sense of the area of law in which I wanted to practice, and, if I’m honest, I knew virtually nothing about investment funds. I tried many different areas of law, and found the asset management work the most rewarding.

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

Matt: Most days involve counseling clients on product structuring and their approach to negotiating with investors. Because of this, it is very typical for me to spend a large chunk of the workday on the phone or on Zoom. I try to section off time early in the morning, before the emails start coming in, to focus on complicated drafting and other assignments where I want to work uninterruptedly. I also spend a fair amount of time consulting with my colleagues. Most of the funds we work on are incredibly complex, and I rely heavily on my asset management colleagues, and tax and regulatory specialist lawyers, to help put these investment vehicles together in ways that work well for our clients and their investors.

Amber: For me, it's a mix. It can be anything from negotiation, to walking our clients through deal terms, to developing creative solutions to unique issues facing a transaction, to complex drafting, and developing a deep understanding of the business the client is buying. I also work closely with our associates to hone their skills and ensure that they learn about all of the different aspects of a deal—whether it's key points in a contract, conducting due diligence, or working with a broad range of people, from opposing counsel, to clients, to co-investors, to lenders, and specialists.

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

Amber: Law schools are very much attempting to address the corporate aspects of law, rather than just litigation, which was historically the case, and taking these corporate-specific classes will give you the building blocks for a career in corporate law. At our firm, the M&A team has developed a very robust training program for associates at all levels covering a wide variety of topics. I would also recommend working with a broad range of people at your firm and modeling the best attributes of each throughout your career.

Matt: Law school is going to teach you the ability to think critically and to be engaged with subject matter, so take the classes that sound interesting to you. Additionally, I would recommend a tax law class. Certainly, in our practice, tax drives much of what goes into our work, so it’s a great foundation to have. Lastly, I would recommend looking for classes taught by practitioners. As an adjunct, I’m probably biased, but I do think you’ll get a much better sense of what practice is like from practitioner-taught courses.

What is unique about your practice area at your firm?

Amber: Our core competitors, the firms that do the same caliber of work as Fried Frank, tend to be significantly larger than we are. In that sense, we provide all the benefits of a small firm without sacrificing the prestige of our clients or work. It feels like a cohesive unit, where everyone is part of the same team, rather than being one of thousands of nameless attorneys.

Matt: Since our practice is weighted towards large institutional sponsors, everyone has the opportunity to work on some of the largest fundraises in the industry. There aren't fixed teams, so people get the opportunity to work with a variety of different clients. We all know a little bit of everything and no one is overly specialized in a certain area, and as a result, we can help each other out and take on the work that our clients need for any type of fundraising.

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

Matt: Since the financial crisis in 2008, the larger financial institutions have acquired significantly more assets under management, and have branched out to more and more strategies, often at the expense of smaller players. Recently, there has been a focus on tapping into the retail investor market and creating evergreen, permanent capital structures. There has also been increased interest in environmental, social, and governance investing and impact funds.

Amber: I think we will continue to see more robust calls for a diverse set of lawyers in M&A. In addition, deal activity over the last 18 months has been feverish, and there appears to be no end in sight. We are also seeing many large conglomerates reevaluate their core strategic focus and divest assets in order to return to their fundamental business strengths.

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

Matt: Our summer associate program is very hands-on and collaborative. You will have the opportunity to regularly meet and connect with partners and associates alike through numerous events, as well as gain firsthand experience with a variety of types of work for clients.

Amber: Our program gives each summer associate the flexibility to access work across all of our practices or to focus on their particular interests, giving you control to determine which areas of the law interest you the most. Despite how quickly the program seems to go, we are dedicated to getting to know you and folding you into the fabric of the Fried Frank culture, from lunches and informal gatherings to one-of-a-kind events. We make sure you have the opportunity to get to know everyone at the firm and understand what a career here looks like.

What are some typical career paths for lawyers in this practice area?

Amber: You can work your way up through the ranks at a law firm and make partner. M&A lawyers are also well positioned to become a general counsel at a large public or private company or pursue in-house M&A work with one of our clients. There are also a number of M&A lawyers that transition out of the law to business roles.

Matt: Many people go in-house with clients, and some asset management lawyers end up transferring over to work on the business side; the experience of negotiating with investors translates well to investor relations roles. Our skills are very transferrable in that sense, as so much of our role is spending time with investors and understanding their needs.