The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Maxwell Yim is a partner in Fried Frank's Mergers and Acquisitions and Private Equity Practice in the firm’s New York office. He joined the firm in 2008 and became partner in 2018. Max's practice focuses on mergers and acquisitions where he represents public and private companies, including private equity firms, in a variety of transactions. He also advises clients in connection with securities laws compliance, corporate governance issues, and other general corporate matters. Maxwell has been recognized by Chambers USA: America's Leading Lawyers for Business in Corporate/M&A.
Alison McCormick, an partner in Fried Frank’s M&A and Private Equity Practice in New York, represents private equity firms and public and private companies in mergers and acquisitions and private equity transactions. Alison has significant experience counseling clients in domestic and cross-border transactions and advisory situations, including leveraged buyouts, stock and asset acquisitions and divestitures, carve-out transactions, and joint ventures, as well as corporate governance issues and other general corporate matters.
Describe your practice area and what it entails.
Alison: My practice largely consists of private equity and public company M&A transactions. I represent private equity firms and public companies in acquisitions and divestitures, minority investments, carveout transactions, joint ventures, and other corporate matters.
Max: My practice covers the same scope as Alison’s, with private equity M&A transactions (both buy-side and sell-side) making up a significant portion of my “deal sheet.”
What types of clients do you represent?
Max: I represent private equity firms in acquisitions and divestitures of portfolio companies, portfolio company add-on acquisitions, and recapitalizations. Most of my recent work in private equity M&A has been for AEA and Cranemere.
Alison: The private equity clients I have represented as part of the Fried Frank team in recent years include Permira, RedBird Capital Partners, and several of their respective portfolio companies. The public company clients I have represented include Humana, Becton Dickinson, Catalent, and special committees of disinterested directors of various others.
What types of cases/deals do you work on?
Max: My practice involves working on a variety of private equity M&A transactions, including acquisitions, divestitures, carveouts, minority investments, restructurings, and continuation fund transactions, while sitting opposite to counterparties, including publicly listed companies, private equity firms, consortiums, and owners and founders.
Alison: Much of my work has evolved into buyout transactions for both private equity and public company clients. For private equity, my work falls into three categories: i) leading M&A deals for their flagship funds, ii) venture-style investments for the various growth funds, and iii) general corporate work or add-on acquisitions or dispositions for the portfolio companies owned by various vintages of the private equity firms’ funds.
How did you choose this practice area?
Max: I went to law school with the intention of becoming a corporate attorney, and when I started my career at Fried Frank, corporate attorneys were not assigned to specific practice groups within the Corporate Department for their first two years. During this time, I found myself drawn to the M&A and Private Equity Practice, finding that the problems presented in the practice demanded a certain level of practical solution-oriented creativity. And while there are aspects of the practice that involve rote processing, the core tasks—diligence, negotiation, documentation, execution—all present challenges that provide opportunities for creativity and innovation to design the best solution for the client.
Alison: I briefly started my legal career as a litigator because that is what law school teaches you. Both summers of law school, I worked for the Justice Department, and despite working on the most interesting substantive legal work you could find, I was miserable. I needed work that was more dynamic and creative, and that’s transactional work—it’s deal work. I’d like to say I chose it, but I found my way into it when I realized I wasn’t cut out to be a litigator. If it weren’t for our M&A and Private Equity Practice, I wouldn’t be a lawyer.
What is a typical day like and/or what are some common tasks you perform?
Alison: I begin most days with a workout before heading to the office, which helps to clear my head and prepare for the workday. My workday is largely spent in front of my computer answering emails, drafting merger agreements, reviewing ancillary documents, and joining calls with colleagues and clients to strategize about various transactions. It is hardly as indulgent as what is portrayed on the show “Suits,” but it is just as fast-paced, and a job that can be fun at times and often very rewarding.
Max: As a partner, I can’t say there is a typical day given the service-oriented, client-facing nature of the job. The shape of the day is dictated by both the expected demands based on the status of my active deals, and the unexpected email from a client asking about an issue or new development. However, some more common tasks include doing a “page flip” of a transaction agreement with opposing counsel, going over an issues list with a client, and consulting with a specialist to determine how to best address a particular issue in a transaction.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Max: M&A practitioners act as the “project managers” on transactions. I’ve found that standout practitioners have superb project management skills. They are organized, efficient, effective communicators, strategic in approaching and prioritizing tasks, proactive, and able to anticipate problems and design pragmatic solutions that push the project forward. Getting management experience—whether through a class, internship, or other “work” setting, or extracurricular activities—to hone such skills would be tremendously beneficial for someone looking to enter this practice area.
Alison: Because of where and how I started, I learned everything on the job. So, it can be done. That said, if you know what you want to do in law school, take corporate classes, including corporate tax; take securities laws if you want to do public company work; and take negotiations if you want to practice critical thinking and speaking before doing it on the job. If you can take finance or accounting classes offered at the business school on campus, even better. The most important qualities you can bring to this job when you first start aren’t anything you will have learned in law school—it’s being enthusiastic and willing to work hard.
What is the most challenging aspect of practicing in this area?
Max: Our M&A and Private Equity team takes the lead on documenting and implementing each transaction. As such, we serve as the conduit between the client and the client’s advisors, and between the client and opposing counsel or counterparty. There is an art to identifying issues and presenting advice and potential solutions to a client that considers the client’s business needs, the nature of the transaction, and the relative negotiating power of the relevant parties; and then, at the appropriate time, conveying the client’s proposed resolution to a counterparty, in a manner that achieves the client’s desired outcome. Getting the messaging right is the aspect of the practice that I concentrate on the most and which I find the most challenging.
Alison: Balancing your personal and professional life can be challenging. M&A isn’t a 9-5 job, and there are days when it can be grueling, but you will also have slow days. The point is, it isn’t necessarily the overall hours that you work but rather when those hours are demanded of you. As you become more senior, you are better equipped to handle the work, delegate, and manage your time. No one should sacrifice everything for their job, but it’s important to understand that some sacrifice is required.
What do you like best about your practice area?
Max: The job is demanding and clients have high expectations, but getting a complex transaction to closing is extremely rewarding. Each transaction presents a unique set of circumstances, challenges, and problems. There is immense satisfaction that comes from effectively navigating the issues that arise in a transaction to achieve a desired result for the client. I also enjoy the collaborative nature of M&A. The hours can be long and the work challenging, but you're not going it alone—it's a team effort. Collaboration is truly central to our practice’s business-oriented approach. Working closely with colleagues and clients to problem solve is part of the fun.
Alison: Acting as a business advisor to my clients. M&A lawyers are not effective if they are merely providing legal advice in a vacuum. You have to understand your client’s business and what’s important to them. My clients are incredibly sophisticated, but it takes real care and skill to understand how they think and figure out the best way to convey sound, commercially-minded legal advice to them so that they can make significant and economically impactful decisions.
What are some typical tasks that a junior lawyer would perform in this practice area?
Max: We take formal training seriously, but nothing beats real-world experience. We keep deals leanly staffed and try to be intentional about giving junior attorneys proper on-the-job instruction and real responsibility early on in their careers, with the expectation that they can run with discreet aspects of the transaction.
Alison: Junior lawyers are intimately involved in every stage of a deal. At times we will ask them to research certain things such as reverse termination fees for similar deals, to draft a confidentiality agreement or various ancillary agreements, to run a diligence process, and to help manage the rest of the deal team, including all of the specialists.
What kinds of experience can summer associates gain in this practice area at your firm?
Alison: Depending on the type and size of the transaction, private equity M&A deals generally have a range of tasks that involve multiple workstreams. We integrate everyone at all levels when we can, including our summer associates, no matter what stage of the transaction. They will have the opportunity to learn one-on-one with associates or partners, work from start to finish on a transaction, and listen in real-time on calls with clients, colleagues, and other advisors.
Max: In addition to the work, the summer program is designed to provide summer associates with opportunities to meet their future colleagues and to get a feel for the culture of the firm and its different practices. My experience as a summer associate at Fried Frank left an indelible impression on me in this regard. As much as I enjoy my practice, it's the people I have the privilege of working with every day that defined my experience, then and now.