The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Bill Sinchuk represents private equity funds and public and private companies in complex transactions. His practice is focused on private equity and M&A transactions, including leveraged buyouts, structured investments, carve-out transactions, and equity restructurings. Bill has substantial experience in the industrials space and has worked on transactions in a variety of other industries, including consumer goods, media, and hardware/software technology.
Kaitlinn Sliter focuses her practice on the representation of private equity firms, investment funds, and privately held entities in a wide variety of transactions. She has experience in leveraged buyouts, divestitures, equity financings, corporate restructurings, and other strategic transactions, as well as fund structuring.
Kaitlinn also represents private and emerging growth companies and investors in connection with venture capital and private investment transactions in a wide range of industries, including life sciences. She also regularly counsels private companies and private equity firms and their portfolio companies on corporate governance, strategic relationships, and general corporate matters.
Describe your practice area and what it entails.
We practice in the private equity area of Jones Day’s corporate practice. Specifically, we both focus on leveraged buyouts. We often serve a dual role as both a deal advisor and de facto general counsel for Jones Day’s clients who do not have in-house corporate counsel. While much of our work involves drafting and negotiating documents, the real value lies in judgment, problem-solving, and bringing the best and brightest lawyers to each deal no matter in which office these lawyers sit. It is not just about papering the answer; it is about getting to the right answer that goes on paper. This means understanding the client’s goals, anticipating issues, and guiding clients toward a practical, strategic outcome.
What types of clients do you represent?
We represent many leading private equity funds across the globe. We also represent the portfolio companies that are owned by the private equity funds. Given our diverse cross-border private equity practice, we have a deep understanding of what is important to the funds, allowing us to assist their portfolio companies in achieving these objectives.
What types of cases/deals do you work on?
Our private equity transactions involve a team of lawyers working together to help our private equity clients acquire or dispose of controlling interests in private companies. No two deals or deal teams are the same. The deals involve negotiations in multiple practice areas, giving us the opportunity to work with subject area experts in many different offices. The variety of industries our clients invest in, the complexity of deal structuring, and the seamless collaboration with our colleagues are the most enjoyable aspects of the job.
How did you choose this practice area?
Kaitlinn: I have always been someone who likes an “answer,” meaning that my first experience with litigation was my last. After determining that I did not belong in or near a courtroom, I looked at what types of clients I wanted to work with and what kind of work I enjoyed. Private equity appealed to me for two reasons: first, learning about a variety of industries (whether it be technology, manufacturing, or even pickle manufacturing!) and, second, gaining hands-on client-facing experiences very early in my career. I enjoy the continuity of working with the same clients over time. I have grown up alongside many of the same investment professionals—from my first year as an associate to now as a partner. This long-term trust and shared history make the work both rewarding and fun (and it doesn’t hurt that you learn clients’ deal preferences by heart).
What is a “typical” day like and/or what are some common tasks you perform?
No two days look exactly the same, but communicating with our colleagues, clients, and opposing counsel is a huge portion of each day. From an early stage of our careers, much of our time has been spent collaborating with clients and our peers discussing deal terms and strategy and engaging in risk analysis. As a junior lawyer conducting due diligence, you have the opportunity to identify potential deal and operational risks early in a deal process. The more-senior lawyers rely on the junior lawyers to provide factual insights based on their review that can really guide the outcomes of a transaction. As you become more senior, the role evolves from drafting and execution to guiding discussions and making judgment calls.
We also spend considerable time mentoring newer members of our deal teams. One of the benefits of being at a global firm like Jones Day is our deep bench. Whether we need input on a U.S. trade secret issue or a China contracting question, there’s always someone with the expertise and willingness to help. This collaboration makes our practice not only stronger but also more enjoyable.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
At its core, private equity work demands problem solvers who think both creatively and critically. Any classes or experiences that sharpen these skills are useful but not critical because of the training you receive as a Jones Day lawyer. Practicing law at Jones Day as a junior lawyer is like an apprenticeship, and the skills necessary for the job are taught by senior lawyers and developed based on all of the opportunities available to you.
Attention to detail and organization are also critical. Early in your career, you should retrain yourself to slow down, think carefully, and double-check your work. Taking an extra five minutes to read something twice is always worth it and often saves hours down the line.
What is the most challenging aspect of practicing in this area?
Bill: The most challenging aspect of the job is developing the skill to exercise commercial and strategic judgment under extreme time pressure while orchestrating many interdependent work streams. Private equity deals compress complex legal, regulatory, financing, and operational issues into tight timelines, and our job is less about spotting every theoretical risk (and potentially getting in our client’s way) but triaging what is truly deal-threatening, maintaining momentum, and allocating risk efficiently on behalf of our client. Jone Day deal teams excel at effective communication and collaboration, which along with working together to stay organized, makes the timing pressure that occasionally comes with certain transactions manageable.
What do you like best about your practice area?
Kaitlinn: What I truly enjoy is working with financial professionals as clients because they approach deals through a financial and strategic lens, which gives me a different perspective on risk and value. It’s a constant exercise in seeing issues through someone else’s eyes.
I also love the structuring aspect of private equity. Every deal is like a puzzle; I’m figuring out how to put the pieces together in a way that is both simple and economically efficient. This balance of creativity, logic, and execution is what keeps me energized.
What is unique about your practice area at your firm?
Bill: One would assume given the size of Jones Day that our transactions would be staffed with large internal deal teams; however, deal teams are often leanly staffed to provide ample opportunities for junior associates to not only take a larger role in transactions but also to allow junior and mid-level attorneys to have a more direct line of communication with more-senior members of the team and the client. This not only helps our junior lawyers understand the big picture of a transaction but also presents junior lawyers with an opportunity to appreciate the impact of their roles on the client’s decisions and the overall transaction. Although the number of deals an associate works on is important, the aggregate reps are far less impactful without a system, like that at Jones Day, that allows attorneys to participate and observe each step of a transaction from start to finish.
What are some typical tasks that a junior lawyer would perform in this practice area?
Kaitlinn: Junior lawyers play a big role in keeping a deal running. They are responsible for maintaining checklists, man-aging diligence, coordinating with specialists, and tracking outstanding items to keep the transaction on schedule.
Junior team members become very familiar with the target company in an acquisition because they are diving into the diligence materials and drafting reports based on these materials. This deep familiarity makes their role critical in shaping the senior team’s understanding of the business and, therefore, the execution of the deal.