The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Pierre Parais Emmanuel & Clara Pang, Partners—Corporate (2023)
Pierre’s practice focuses on a variety of corporate matters, including mergers and acquisitions, capital markets, and special purpose acquisition company (SPAC) transactions. Pierre advises clients on complex public and private mergers and acquisitions, including cross-border mergers, carve-outs, going-private transactions, auctions, and joint ventures, spanning industries such as technology, energy (including renewables), pharmaceuticals, financial institutions, and consumer goods/retail. He also has experience representing corporate clients, investment banks, and private equity sponsors and their portfolio companies on capital markets transactions. He counsels clients on SEC compliance and reporting, governance issues, and general corporate and securities law matters. Pierre also has experience on SPAC-related matters, having advised SPACs and their sponsors, target companies and their shareholders, “PIPE” investors, and stock exchanges on related matters.
Clara has experience advising on cross-border and domestic transactions, including auctions, mergers, equity, and asset sales, as well as on general corporate governance and securities matters. Her domestic and international practice spans a number of sectors, including financial services, energy, and industrials and manufacturing. Clara also keeps the firm’s U.S. M&A group apprised of the latest legal and market practice developments, and manages the technical legal training of the practice’s lawyers and provides training to clients.
Describe your practice area and what it entails.
Pierre Perais Emmanuel: Our group generally focuses on cross-border public and private M&A and private equity transactions—whether billion-dollar transactions, serial acquisitions, leveraged buyouts and strategic investments, carve-outs, going-private transactions, or complex joint ventures—and covers a broad range of industries, including technology, renewables, pharmaceuticals, financial services, retail, consumer goods, and mining. We also represent clients on special purpose acquisition company (SPAC)-related transactions, corporate and securities laws, governance issues, and U.S. Securities and Exchange Commission compliance and reporting matters.
What types of clients do you represent?
Clara Pang: We represent buyers, sellers, special committees, private equity sponsors and their portfolio companies, financial advisors, and investors. We regularly work with non-U.S. clients looking at inbound transactions as well as with U.S. clients looking outbound.
What types of cases/deals do you work on?
Clara Pang: We focus on complex cross-border transactions that can span multiple jurisdictions. We’re headquartered in London with thirty offices worldwide and have been in New York since 1972. Our clients face varying challenges and commercial and legal landscapes around the world. We provide them with an international perspective paired with a strong understanding of and experience with U.S. law (specifically New York and Delaware) and market practices to help them best navigate their M&A transactions.
How did you choose this practice area?
Pierre Perais Emmanuel: I wanted to focus on M&A transactions because I like the adrenaline-inducing pace of deals as well as working with a variety of constituencies—whether internally when we work with our colleagues across practices and regions or externally with our clients’ legal and business teams. I also like the creativity of the practice. The processes of dealmaking can be very creative, as there are always new issues coming to my desk. The diversity of the practice is unparalleled, and it’s very exciting.
Clara Pang: What attracted me to M&A was the collaborative nature of the work, both internally and externally. Throughout the transaction process, all of the parties are typically working towards a common goal. It is very fulfilling when the goal is reached. It's also a very interesting and intellectually stimulating practice area. I’m not only thinking about the types of transactions and the structure of transactions that we do, but also the opportunity to learn about different industries, different clients, and how their businesses work. That is a very gratifying part of the practice, to be able to really feel like you understand your client's business, which is integral to being successful in this practice area.
What is a typical day like and/or what are some common tasks you perform?
Pierre Perais Emmanuel: There is no typical day for me, every day is different. Even when you wake up, you never know how the day will end. We could be reviewing markups prepared by associates, discussing deal strategy with a client, or negotiating deal documents, but a significant portion of my day also involves participating in business development and marketing activities as well as overall firm management, participation in diversity initiatives and trainings, etc.
Clara Pang: I agree that one of the most exciting aspects of our practice is that there is no typical day. We have to be flexible in adapting to client needs, from drafting and negotiating deal documents to helping them problem solve. Our top priority is to counsel our clients, so, as a part of that, we also work to make sure that our associates are receiving high-quality training to provide excellent client service.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Pierre Perais Emmanuel: A class on corporations is a requirement. Beyond that, you should take classes that appeal to you because an M&A lawyer needs to be familiar with a variety of other practices. Taking classes in securities regulation would also be helpful, especially if you would like to do public M&A. Accounting is helpful. It is also good to have some tax background and a familiarity with contract drafting. If your school offers an M&A class, that would be an obvious choice, but I would say to take the basics and then explore because there is a chance that those classes will be indirectly relevant to your practice.
Clara Pang: In line with that, it is important to have familiarity with the jargon that you will start to have to work with in this practice area. The classes Pierre mentioned will help, but getting familiar with the types of phrases and words that people use in reference to corporate entities and different types of transactions is also very helpful.
What is unique about your practice area at your firm?
Clara Pang: At a global firm like Linklaters, the breadth and sophistication of the types of transactions that we see at our firm are unique. We get to experience how different markets practice and how it can impact what we do here and how we have to think about our clients that are doing transactions in jurisdictions they're not familiar with. We also place a strong emphasis on associate training, as well as on providing associates with opportunities to step up and have client interaction and work with our colleagues in other offices across the global network early on in their careers. We want associates to feel as though they have ownership of their careers and are in a place where they can advise on aspects of transactions that they may not get elsewhere.
Pierre Perais Emmanuel: I would just add that, regardless of the value of the deals we encounter, whether it's a few million or multibillions, it will typically have a cross-border element to it, and it will always be a complex transaction.
How do you see this practice area evolving in the future?
Pierre Perais Emmanuel: There will always be a need for M&A lawyers to advise on the unique aspects of a particular transaction in order to avoid complications concerning clients’ deals to grow, innovate, or exit. However, the way we practice daily will probably change with the increased use of technology in dealmaking. Even though complex contracts and issues will still require the counsel of lawyers, we should be able to leverage technology more for certain deal processes, such as due diligence, and, as a firm, we regularly innovate and use new technologies to help improve efficiencies. I believe evolving technology will change the way we advise our clients. Frankly, the timelines of deals are getting quicker and quicker every year.
Clara Pang: I think that is mirrored by how clients’ expectations are going to change. They will expect their lawyers, particularly those advising on M&A transactions, to embrace those innovations and technology that will make them more efficient and able to meet those shortened deadlines Pierre mentioned. That is something that our clients will be expecting of lawyers, now and in the future, to be familiar and well versed with. Lawyers will need the kinds of tools that will help run these processes more efficiently.
What misconceptions exist about your practice area?
Clara Pang: A lot of new junior lawyers are terrified about being an M&A junior because they are intimidated by the time commitment this type of work might require as well as the type of work that may be required as a junior. The hours might be tough, and it can be gruelling as maybe not all the tasks asked of a new lawyer are the most glamorous. But there is great value to be had and skills to be learned in those tasks, which I recognized as I progressed in my career.
Pierre Perais Emmanuel: Additionally, I think it’s worth mentioning that you do not have to be what may be considered a stereotype of an M&A lawyer to be successful.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
Clara Pang: Law firms that are helping clients work in different jurisdictions and in different environments need to ensure their lawyers have the tools and resources they need to be sensitive to cultural differences. Lawyers should educate themselves on and recognize the impact of understanding cross-cultural differences in being an effective adviser on cross-border transactions.