The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Michael Amalfe is a partner in Goodwin’s private equity group. Michael specializes in representing large-cap and middle-market private equity funds and their portfolio companies in a wide variety of complex business transactions, including M&A, dispositions, leveraged buyouts, growth equity financings, venture capital financings, joint venture investments, and carve-outs. He also counsels clients with respect to general corporate and governance matters. Michael advises clients in various industries including consumer products, healthcare, industrials, and technology.
Peter Moorman is a senior associate in Goodwin’s business law department and a member of the firm’s technology group. Peter concentrates his legal practice on representing and advising clients at all stages of growth on a variety of corporate legal issues, including M&A, debt and equity financings and investing activities, and corporate governance.
Describe your practice area and what it entails.
Michael: My practice primarily consists of representing private equity funds and their portfolio companies in a wide variety of complex business transactions such as M&A, leveraged buyouts, recapitalizations, minority and growth equity transactions, and carve-outs. I also provide day-to-day corporate counseling and commercial advice to various corporate clients.
Peter: My practice normally consists of representing small and large companies in a wide variety of complex business transactions, including M&A, leveraged buyouts, public take-privates, and growth equity transactions.
What types of clients do you represent?
Michael: Most of my practice consists of representing large-cap and middle-market private equity sponsors and their portfolio companies. I also often represent public companies, strategics, venture-backed companies, growth investors, founder and/or family led businesses, and independent sponsors. My clients are in a wide variety of industries, but I mostly focus my work on healthcare, industrials, consumer products, and technology.
Peter: I represent a wide variety of clients, including men and women entrepreneurs, strategics, public companies, venture-backed companies, and family-led businesses. I represent clients at all stages of the corporate life cycle and in a variety of industries, with an emphasis on technology and healthcare.
What types of cases/deals do you work on?
Michael: Leveraged buyouts; add-on and bolt-on transactions; growth equity and minority deals; carve-out transactions; public company deals, including take-privates; secondary transactions; dividend recapitalizations; and preferred equity financings.
Peter: I mostly work on private acquisitions, public company take-privates, and leveraged buyouts. The transactions vary greatly by size and complexity, and they involve different types of considerations.
How did you choose this practice area?
Michael: Mergers and acquisitions offer lawyers the ability to serve as true strategic advisors to business leaders. Having grown up in a family business and worked there before law school, I developed a deep appreciation for how legal and commercial considerations intersect, and my practice allows me to leverage both legal expertise and business judgement to advise clients on their most important issues. Specifically, private equity funds are the most important capital allocators in today’s market, and the opportunity to partner with deal-makers who value a commercially minded attorney is simply great for me.
I also think that being an M&A and private equity lawyer lends itself to people who are genuinely curious about the world. Our practice is directly impacted by what is going on in the broader economy as well as in geopolitics. It fits me well as I am a longtime politics and history nerd!
Peter: I chose M&A because it offers a lot of variety in the work and a chance to be a trusted advisor to someone in a situation that to them feels like one of the most important milestones they’ll have in their career. As an M&A lawyer, we are often quarterbacking and managing the whole deal, which gives us insight into every aspect of the business and knowledge on almost all issues that arise. Being able to manage the process and to be the one who makes the decision on how a transaction is run makes the work very rewarding and interesting. Being an M&A lawyer means you get to meet and do business with some of the brightest and most driven people out there; these people want to create new things and see their hard work grow into bigger and better things.
What is a “typical” day like and/or what are some common tasks you perform?
Michael: Basically, every day involves solving problems of some kind, but each day is different, which is one of the things I like about private equity and M&A. Most days involve collaborating with other Goodwin attorneys, including various subject matter experts. Typical tasks include negotiating key transaction terms, leading calls with clients and opposing counsel, drafting transaction documents, and supervising teams of associates and other partners in due diligence review and process-related matters. As a partner with a growing practice, my days increasingly consist of non-billable work such as marketing, business development, group leadership activities, and associate mentorship.
Peter: A typical day in M&A means that there is no “typical day,” which is what keeps it so interesting and is one of the reasons why I like what I do. My day involves corresponding with clients and other Goodwin attorneys on deal status and work streams, drafting and negotiating key transaction documents, and generally managing the transaction. As a senior associate, my typical day now involves much more supervision of other associates on the deal team and ensuring that everything gets done when it needs to.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Michael: I have an undergraduate business degree and worked in a family business, which has certainly been helpful to me. That said, the vast majority of my learning has been on-the-job. You don’t need a business background. Some of the most successful corporate attorneys I know don’t have one. Immersing yourself in the industry to learn as much as possible is more important than the law school classes you take or your undergraduate major.
If you want to be a private equity attorney, for example, understand how your clients make money. Understand the key trends in the industry. Read Barbarians at the Gate and Kings of Capital. Listen to the Capital Allocators or Dry Powder podcast. Read The Deal and other publications as well as the financial news. It’s also not a bad idea to work on gaining a grasp of AI and other legal tech and how it is being leveraged within the profession to make us more efficient.
Peter: I have a business background, but it’s not necessary at all to enter corporate law. Generally, all of the knowledge needed to succeed in M&A you’ll learn on the job. Instead, this practice area rewards people who have lots of soft skills such as organization, communication, and planning savvy. If you want to prepare while in school, take courses that interest you and courses that cover a broad range of topics: Tax, Intellectual Property Law, and Employment Law. Being able to relate to a client on whatever issue they’re having in their business is hugely beneficial. Knowing enough about a certain topic to know you don’t know enough is even a win!
What do you like best about your practice area?
Michael: I like that being an M&A attorney offers the ability to play the role of quarterback on transactions, which is uniquely suited to my personality. Being an effective deal lawyer and corporate counsel naturally requires weighing and synthesizing input from various stakeholders and subject matter experts and distilling it into practical advice to clients.
Peter: The best part of my practice area is that I get to be in the room when important negotiations and decisions are being made. As the quarterback of the transaction, all information, issues, and solutions get routed through us, and so we’re in the loop on every aspect of the deal.
What is unique about your practice area at your firm?
Michael: We are highly immersed in our client’s businesses, which is a core part of Goodwin’s strategy and is certainly true of the private equity group. Goodwin’s private equity group also handles more M&A transactions than any other firm, giving us the ability to provide real-time insights and benchmarking that can give clients a competitive edge. We particularly focus on the mid-market, where we have an excellent track record.
Peter: At Goodwin, we represent a variety of business across a variety of corporate life stages, making the work both interesting and unique in that the sophistication of the clients and the work changes with every deal. At Goodwin, M&A also span the gamut of size, complexity, and speed, making a unique blend of work that keeps it interesting and fresh.
What are some typical tasks that a junior lawyer would perform in this practice area?
Michael: It depends on the size and speed of the transaction, but typically, the junior associate plays a lead role in legal due diligence review of a target company and preparation of the diligence report. A junior also drafts certain transaction documents and helps manage the overall deal process and coordination with specialists, other advisors, etc. However, at Goodwin, juniors have the opportunity to take on as much responsibility as they can handle.
Peter: The work a junior does on a typical M&A transaction can change depending on deal size and how quickly the deal needs to get done, but typically, junior associates are tasked with running with and coordinating the due diligence work streams, disclosure schedules, and diligence review of the target company. Additionally, they work on organizing and managing the large process of deals, keeping checklists updated and having in their mind a running tally of where the big work streams are.
What kinds of experiences can summer associates gain in this practice area at your firm?
Michael: Summer associates get thrown right into the action as real members of our deal teams. We want you to see what it’s actually like to work on transactions, so you’ll get hands-on experience with the kind of work first-year associates do. You’ll also get to sit in on due diligence sessions, watch us draft key documents, and listen in on negotiation calls to see how deals actually come together.
Peter: We always look to get summer associates involved as much as we can. There’s no better way to learn than by jumping into a transaction and getting a taste for what’s involved and how things are done. There are lots of opportunities to get involved and sit in on negotiations or take a stab at drafting some of the ancillary documents.