The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Amy Keller is a partner in the firm’s Business Law department and a member of its Private Equity group. Ms. Keller focuses her practice on advising private equity sponsors, their portfolio companies and other private companies in a variety of transactions, including mergers and acquisitions, leveraged buyouts, recapitalizations, minority and growth equity investments and divestitures, as well as general corporate matters. She has represented clients in transactions across a range of industries, including technology, healthcare, manufacturing, financial services and education, and also regularly represents investors in impact and ESG investments. Ms. Keller also serves on the hiring committee for the firm’s San Francisco office.
Jen Necas is a counsel in Goodwin’s Business Law department and a member of its Private Equity and Debt Finance groups. Her practice focuses primarily on advising corporate borrowers, private equity sponsors, portfolio companies, and direct lenders in connection with a variety of financing transactions.
Describe your practice area and what it entails.
Amy: My practice includes representing private equity investors and growth equity investors in a variety of corporate transactions such as mergers and acquisitions, leveraged buyouts, recapitalizations, minority and growth equity investments, and divestitures. I also represent private companies in acquisitions of other private companies, recapitalizations and divestitures, as well as provide day-to-day corporate counseling.
Jen: I represent primarily sponsors and corporate borrowers in connection with debt financing transactions. Specifically, I represent private equity sponsors in leveraged buyouts, public companies in corporate facilities, and fintech companies in warehousing facilities.
What types of clients do you represent?
Amy: I represent private equity investors, growth equity investors and private companies.
Jen: I represent healthcare and technology focused private equity sponsors, public companies, and fintech companies.
What types of cases/deals do you work on?
Amy: I represent clients in a variety of corporate transactions, including in mergers and acquisitions and other buyout and exit transactions in which the client is acquiring or selling a private company. Such transactions can take the form of a merger, a stock purchase/sale, or a purchase/sale of all or substantially all of a company’s assets. I also represent clients in minority and growth equity investments in which the investor acquires a non-controlling equity interest in a private company.
Jen: I work on credit facilities for sponsors and corporate borrowers in connection with debt financing transactions.
How did you choose this practice area?
Amy: I was drawn to M&A and other corporate transactional work as it marries the law and business. I really enjoy partnering with investors and companies to achieve their business goals.
Jen: It’s an incredibly collaborative practice area, from within my group and outside. We are all working toward a common goal. Also, substantively it’s a very interesting practice area—I am always learning something new and enjoy continuing to gain expertise.
What is a typical day like and/or what are some common tasks you perform?
Amy: No two days are alike. One day I may be negotiating a merger agreement in a billion-dollar sale of a private company and providing another corporate client with advice on equity incentives for their employees. The next day I may be reviewing investment documents on behalf of a private equity client for an investment in a growth stage tech company. My practice offers a lot of variety, which keeps its fresh and interesting.
Jen: My day primarily includes drafting loan documents and calls about business or legal issues on the loan documents. It’s the perfect mix of drafting and live negotiation.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Amy: I recommend taking business law-oriented classes, such as Corporations, Secured Transactions, Corporate Taxation and, if offered, a course on how to read and understand corporate financial statements. That said, Goodwin offers a lot of formal and informal trainings for associates and we anticipate that new associates will be learning a lot on the job.
Jen: Most of the learning is just on the job experience—you really learn debt finance by doing. You could take a Secured Transactions class in law school, which would help with the bar as well, but it’s not a prerequisite to joining the group.
What do you like best about your practice area?
Jen: Debt finance is an incredibly collaborative practice, within the firm and outside of it. The practice touches many specialties within the firm, including M&A and tax. And with the counterparty, you are both working towards the same goal of closing the deal. There are still tough negotiations, but it’s not as adversarial as other practice areas. The clients are always great—they really rely on your expertise and you work together to get them the best deal.
What misconceptions exist about your practice area?
Amy: I think the biggest misconception among law students is that a business degree is needed to be a corporate transactional lawyer. A business degree or background is not needed to succeed. Associates learn a lot on the job both through Goodwin’s formal training programs, such as our “M&A University” program, and informal training from the associates’ more senior deal team members.
Jen: Most law students just don’t know what corporate finance is! Law school primarily teaches to litigation, and what you do learn with respect to a career in corporate law is focused on general corporate law or M&A. Debt finance is a really exciting practice area where you become an expert in an area of law, so you continue to grow throughout your career and have job security!
What are some typical tasks that a junior lawyer would perform in this practice area?
Amy: It depends on the size and speed of the transaction, but typically the junior associate will work with a mid-level associate, a senior associate and a partner on a transaction, and will be tasked with assisting with corporate due diligence on the target company (i.e., reviewing the target’s corporate documents, equity arrangements and commercial contracts) and preparing a due diligence report of the findings, drafting certain transaction documents, listening in on and taking notes during negotiations, and coordinating review and input by specialist attorneys (tax, IP, privacy and other specialists).
Jen: As a junior, you immediately start drafting documents and have client facing interactions. Debt finance is very diligence light—so you get to jump right into the fun stuff.
How do you see this practice area evolving in the future?
Jen: Debt finance lawyers will always be needed. We have a technical practice and the world of credit facilities continues to evolve, so debt finance lawyers will always be needed to stay up to market and decode these agreements for our clients.
What kinds of experience can summer associates gain at this practice area at your firm?
Amy: Summer associates have the opportunity to be staffed as a member of a deal team, which enables them to get a good glimpse of what a transaction entails. Summer associates shadow and assist junior associates with their tasks and are welcome to sit in on team calls and negotiations.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
Amy: The M&A market proved remarkably resilient during the pandemic. Goodwin’s team—including myself—pivoted pretty seamlessly into working remotely from home. The market slowed down for a few weeks while investors, companies and banks got their bearings, and then M&A and growth equity activity came roaring back. Goodwin’s Private Equity group was in very high demand in 2020 and 2021, and my practice has been the busiest it has ever been.