The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ben Stulberg is recognized as a leading advisor in the United States' M&A market. Described by The Legal 500 as "a prolific player in public and cross-border M&A," he has represented clients in more than $100 billion worth of transactions. Ben focuses on public company representations and cross-border deals and frequently advises clients on matters relating to corporate governance, shareholder activism, takeover preparedness, and SEC compliance.
Emily focuses her practice on the representation of private equity funds in leveraged buyouts, divestitures, carve-out transactions, recapitalizations, restructurings, and joint ventures. She also regularly counsels private equity firms and their portfolio companies on corporate governance and general corporate matters, and has experience advising clients on growth equity investments, including preferred equity investments, secondary sales, debt and equity financings, co-investments, and other types of investments and strategic transactions. Emily has been recognized by The Legal 500 in 2022 and 2023 in the private equity buyouts category.
Describe your practice area and what it entails.
Our practice focuses on advising public and private companies and their boards and private equity funds on mergers and acquisitions, joint ventures, growth or minority investments, divestitures, and other major corporate transactions. In addition to representing clients in major corporate transactions, we work closely with companies’ management teams to strategize how to achieve their business objectives and coordinate with many of our colleagues across the firm in different offices and continents in different practices to provide practical advice on the issues that arise day to day from operating the business, including, among other areas, tax, labor and employment, employee benefits, IP, real estate, trade, litigation, etc.
What types of clients do you represent?
We represent many large public companies in many industries and sectors, as well as leading private equity funds (including large and middle-market buyout funds as well as growth equity funds) across the globe. Our clients include ABM Industries, Ansys, Astellas Pharma, Centre Lane Partners, Cortec Group, Diebold-Nixdorf, EagleTree Capital, Eastman Chemical, FleetCor Technologies, Flowers Foods, Hard Rock International, J.F. Lehman & Company, KKR, Koch Equity Development, Macquarie, Marathon Petroleum, MassMutual, Monster Beverage, Morgan Stanley, Newell Brands, Nordson Corporation, Orange, Organon, Parker-Hannifin, Procter & Gamble, Riverside, Sanofi, Sensata Technologies, Signature Aviation, STERIS, TopBuild Corporation, TotalEnergies, United States Steel, and many others.
What types of cases/deals do you work on?
Ben has counseled clients on numerous transactions in various industries, with a particular niche in public company and complex cross-border transactions. Ben also frequently advises clients on matters relating to corporate governance, shareholder activism, takeover preparedness, and SEC compliance. His representative experience includes: Marathon Petroleum's acquisition of Andeavor for $23.3 billion; MPLX LP and Marathon Petroleum's $20 billion acquisition of MarkWest Energy Partners; Goodrich Corporation's $18.4 billion merger with United Technologies; Sherwin-Williams' $11.3 billion acquisition of Valspar; various transactions for Procter & Gamble, including the divestiture of its beauty brands to Coty for $12.5 billion and the divestitures of its Folgers coffee business and its consumer health care partnership with Teva Pharmaceuticals; Avient's $1.5 billion acquisition of Clariant's masterbatch business; and Cleveland-Cliffs' $1.1 billion acquisition of AK Steel.
Emily has experience in the full range of private equity transactions, ranging from lead and co-lead transactions (including advising leading private equity sponsors such as The Riverside Company, J.F. Lehman, EagleTree Capital, The Cortec Group, and Morgan Stanley Private Equity in their change-of-control acquisitions and divestitures), co-investment transactions (including advising investors such as Koch Equity Development and Mass Mutual as equity financing sources to target companies), to passive co-investments (including advising investors such as GIC and Investco on co-investments and early-stage investments). Emily’s recent experience includes: Cortec Group’s acquisition of Little Sleepies, sale of Weiman Products to The Carlyle Group and TA Associates, and recent sale of Chauvet & Sons to Court Square; EagleTree Capital's acquisitions of CORSAIR, FuseFX/Pitch Black Group, AirTech Group, WaterFleet, and Gaylord Chemical Company; Morgan Stanley Capital Partner’s various add-on acquisitions by portfolio company AWT Packaging; J.F. Lehman's acquisition of Inliner and combination with IPR to create PURIS; and The Carlyle Group’s sale of Signode Industrial Group to Crow Holdings for $4 billion.
How did you choose this practice area?
Emily: After working on my very first M&A deal, I found myself deeply drawn to the dynamic challenges presented by the problem-solving nature of the practice. Private equity deals, in particular, are known for their intricate structures and complexities, and each transaction presents unique challenges that require a deep understanding of both legal particulars and business strategies, which I find extremely exciting. I thrive on the intellectual challenge of negotiating complex agreements, identifying issues, and finding innovative yet practical solutions to ensure the success of a deal and maximize value for our clients, while working alongside and learning from my colleagues at Jones Day in different practices and offices (and even on different continents on cross-border deals) every step of the way. I also appreciate the opportunity to work closely with clients who are intelligent and sophisticated investment professionals making high-stakes decisions for their businesses, which allows me to continue learning from them and gaining insights into various industries and sectors.
What is a typical day like and/or what are some common tasks you perform?
Depending on what stage of a transaction you are in, your day can vary drastically. Common tasks include performing due diligence, drafting agreements, negotiating with the other side’s attorneys, or doing general corporate counseling. Junior associates play a critical role in transactions, including assisting with due diligence, which—though tedious at times—is key to the transaction and requires the critical review of documents and identification of potential issues. Our team gets involved at the early stages of a transaction, offering strategic advice on the structure of the transaction from many different yet intersecting perspectives such as corporate, tax, executive compensation, etc., which requires us to work with team members from different practices all across the globe in a seamless manner. As a result, we approach matters with a fundamental understanding of our clients’ business objectives from day one, and that understanding carries through in every step of the deal and all team members, from senior partners to junior associates, conduct their tasks during the deal with these business objectives in mind. Tapping into the expertise of the more senior lawyers on the deal team and learning from them, our junior associates grow to be business-oriented lawyers who are focused on the details but at the same time without losing sight of our clients’ larger goals.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Ben: If you are interested in transactional law, I suggest getting in the habit of reading The Wall Street Journal or similar business publications. Law school—even transactional-focused classes—often teaches relevant case law. While this can be helpful in building an understanding of some of the issues you will encounter in practice, it has limited impact on your day-to-day practice, particularly as a junior associate. Having a solid understanding of the overall economy and business concerns of the day, however, will help you become more in tune with clients and the overall market.
What do you like best about your practice area?
Ben: There are so many things to like about M&A, including the fast-paced nature of transactions, complicated legal and practical issues, and camaraderie among the internal and external team during a transaction, but what I like most is at the end of a transaction, you feel as though you have helped your client advance an important goal—and knowing that you were an indispensable part of an integrated team made of lawyers from all different practices (and sometimes in different jurisdictions) who worked together that made it all possible. When we help our clients buy or sell a business, for example, they are typically happy at the end of the deal because they either got a business they desired or received a pile of cash for the business they owned. Either way, with limited exceptions, clients view M&A as value accretive instead of just a cost of doing business. Being a part of that process—and the team that made it happen—is incredibly rewarding. In fact, I would say that the best part of practicing M&A at Jones Day is the amazing group of colleagues I work with every day—they are the best amongst the best in the world.
What are some typical tasks that a junior lawyer would perform in this practice area?
Emily: In the Corporate practice, junior lawyers are a crucial part of the team and perform a variety of tasks, all of which are critical to the successful closing of transactions. Typically, the junior lawyer is responsible for performing the due diligence investigation of the acquisition target, including by coordinating with lawyers specialized in different subject matters relevant to the target’s operation (such as tax, labor, IP, etc.) so that we can identify and help anticipate potential legal risks and issues that might impact the deal. Junior lawyers have the opportunity to interact with and learn from the senior lawyers on the deal team and are oftentimes given the opportunity to draft ancillary transaction agreements and closing documents, negotiate with opposing counsel, and play a key role in coordinating the closing of the transaction. These tasks collectively contribute to the seamless execution of M&A transactions and provide junior lawyers with valuable hands-on experience in the intricacies of dealmaking—while also being mentored and trained on aspects of the deal that are managed by more senior lawyers.
What kinds of experience can summer associates gain in this practice area at your firm?
Our summer program lasts 10 weeks, which is shorter than most deals. So, it’s rare for a summer associate to be able to work on a transaction from beginning to end. Instead, we find ways to get summers involved in transactions at a variety of different stages and for them to experience the teamwork of a deal, including working with people in our office and practice, as well as other practices and offices, sometimes around the globe. In terms of assignments, summer associates often assist with due diligence and drafting certain ancillary agreements; they also sit in on negotiations and deal closings. We also frequently ask them to do research into relevant corporate law topics. Our goal is for them to have a solid understanding of how we work seamlessly across practices and offices and what a junior associate is typically asked to do, so that when they come back as a first-year associate, they can hit the ground running as a member of our global team.
What has been the most surprising aspect of dealmaking to you?
Ben: The creativity involved in dealmaking has been the biggest surprise to me. There is a misconception (maybe a playful joke) that a lot of what we do is just cutting and pasting provisions from other transactions. That could not be further from the truth. We are often tasked with finding unique and creative workarounds for difficult legal and practical issues that arise in a transaction—and in order to make that happen, it oftentimes requires the brains and minds of a global network of formidable lawyers across jurisdictions who are ready to jump in at a moment’s notice, which is exactly what we do here at Jones Day. I think this is one of the more enjoyable aspects of our job.