The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Camila Panama is a partner in Mayer Brown’s New York office and a member of the corporate and securities and M&A practices. Camila’s practice focuses on advising clients on public and private company M&A, joint ventures, carve-outs, and other significant transactions. She also advises boards of directors and special committees on activist defense and a full range of corporate governance matters. Camila is a member of the Women in Law Empowerment Forum Global Advisory Board. She is also Co-hiring Partner of the firm’s New York office and a member of the firm’s Latinx Group and New York Women’s Forum.
Camila has represented major clients in significant transactions, including Nippon Life’s $10.6 billion pending acquisition of Resolution Life; Chubb Limited’s acquisition of Healthy Paws; the Partnership Board of Grant Thornton on the significant investment by New Mountain Capital, LLC; Chevron’s $13 billion acquisition of Noble Energy; Resolute Forest Products’ $2.7 billion sale to The Paper Excellence Group; The Goodyear Tire & Rubber Company in its $2.5 billion acquisition of Cooper Tire & Rubber Company; and Rocket Companies in its $1.3 billion acquisition of Truebill.
Describe your practice area and what it entails.
My practice area is corporate and securities, focused on M&A, and includes representing both buyers and sellers in whole-company acquisitions or sales, as well as in minority or majority investments, acquisitions, and divestitures of business segments by way of carve-out transactions or asset-style transactions. I represent both private and public companies, and therefore, in addition to general contractual and corporate law, I have close familiarity with Delaware case law, federal securities laws, and stock exchange rules, which often apply in the public-company context. My practice also spans corporate governance and board advisory matters and includes working directly with boards of directors in connection with high-profile and critical issues—anything from shareholder activist defense (for public companies) to conflicts of interest issues and CEO searches.
What types of clients do you represent?
My practice focuses in large part on representation of strategic clients (i.e., private and public companies, as opposed to private equity firms). I represent both domestic and international clients in a range of industries—anything from food and beverage to oil and gas and from telecom to retail. Select representation includes Nippon Life Insurance (a Japanese life insurance company), Chubb Limited, Grant Thornton, Chevron, The Goodyear Tire & Rubber Company, Rocket Companies, Aetna, PepsiCo, Comcast, Red Robin Gourmet Burgers, Intel Corporation, Millicom International Cellular, McDonald’s, Deltic Timber, the ECI Telecom Group, and Lbrands.
What types of cases/deals do you work on?
I work on a variety of high-profile and complex transactions, as well as corporate governance and shareholder activism defense matters. Select representation includes Nippon Life Insurance in its pending $10.6 billion acquisition of Resolution Life; Chubb Limited in its acquisition of Healthy Paws from Aon, plc; The Partnership Board of Grant Thornton in the significant investment by New Mountain Capital, LLC; Chevron in its $13 billion acquisition of Noble Energy; Resolute Forest Products in its $2.7 billion sale to The Paper Excellence Group through the Group’s wholly owned subsidiary Domtar Corporation; The Goodyear Tire & Rubber Company in its $2.5 billion acquisition of Cooper Tire & Rubber Company; Special Committee of QAD in its $2 billion sale to Thoma Bravo; Rocket Companies in its $1.3 billion acquisition of Truebill; Millicom International Cellular in its $1.6 billion acquisition of certain Telefónicas Central American assets and $1 billion acquisition of an 80% controlling stake in Cable Onda; Deltic Timber in its $1.2 billion combination with Potlatch Corporation; Aetna in its divestiture of Medicity and in its now-terminated $37 billion acquisition of Humana; ECI Telecom Group in its sale to Ribbon Communications; PepsiCo in its acquisition of KeVita; PricewaterhouseCoopers in the sale of its public sector consulting practice to Veritas Capital; Comcast in its minority investment by NBCUniversal in BuzzFeed; Intel Corporation in the activist investment by Third Point; and Red Robin Gourmet Burgers in connection with its proxy contest against and settlement agreement with Vintage.
How did you choose this practice area?
I was an economics major in college and always had an interest in the business side and dealmaking. The first M&A transaction I worked on was Aetna’s now-terminated potential acquisition of Humana for $37 billion. Through that transaction, I experienced firsthand the fast-paced and dynamic nature of dealmaking. Not only was I interested in the legal substance, I was drawn to the human component of dealmaking and negotiating; M&A struck me as a practice where there was always something new to learn, whether it was creative drafting or deal structuring or how to negotiate and navigate particular personalities or shifts in leverage.
What is a “typical” day like and/or what are some common tasks you perform?
One of my favorite aspects of my practice is that there is not really a “typical” day per se as the practice tends to be dynamic and varied. Most days do, however, include some form of the following: client meetings and calls discussing key legal issues, as well as strategic considerations, and preparing for and participating in board meetings/calls; drafting and reviewing key transaction documents including a purchase agreement or merger agreement, ancillary documents, corporate governance documents (charters and bylaws), and shareholders’ agreements, as well as deal announcement press releases and SEC filings; negotiations with opposing counsel regarding key issues; collaboration with colleagues across different practice areas and jurisdictions to ensure seamless execution on our matters together, gain an understanding of key issues across all subject matter areas, and facilitate negotiations where needed and resolution; and strategy related to transaction structuring, analysis, and considerations, including discussions with clients and financial advisors regarding an approach to transaction negotiations, approach to a target company with respect to an unsolicited acquisition, or strategy for the sale process, and analysis of Delaware case law in light of director fiduciary duties in the particular context at hand.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend transactional-related courses such as M&A and Corporations, as well as courses relating to negotiations and dealmaking. Courses on federal securities law, how to read financial statements, and “accounting for lawyers” could also be useful, though these are best learned on the job. For those who have access to a clinic or internship, I highly recommend anything that gives the opportunity to have a speaking role on client calls (whether internal or external clients) and exposure to analyzing complex issues, issue-spotting, and digesting and explaining complex concepts in plain English. For those who are already in practice, when you get on your first M&A matter, try to learn as much as possible about the items you are working on specifically and the transaction big picture by asking to shadow more-senior team members on calls and by being proactive and diving into tasks and learning in real time.
What do you like best about your practice area?
M&A is the unique intersection of substantively interesting legal concepts and the opportunity for creative deal structuring and problem-solving, and it is a practice that puts a premium on understanding human behavior and dynamics. Even if you have done hundreds of purchase or merger agreements before, there is always something new—whether it is the negotiating leverage of the parties, the specific issues of importance to the clients on either side, or a change in circumstances that requires you to look at things from a new perspective. That is what I like best about my practice—continued growth, new challenges, and substantively interesting subject matter. This also includes the experience of getting to learn about so many other subject areas—when you are on the M&A team quarterbacking the deal, you need to gain an understanding of all key issues across the board, which I find very rewarding and also a fun way to get to know your colleagues across the firm. In addition, generally speaking, M&A negotiations do not result in the signing of definitive documents unless both sides feel it is a good deal; while things can be contentious during negotiations, if the deal reaches a signed agreement, both sides are optimistic and regard the transaction as a positive outcome.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior lawyers in the M&A practice area typically perform tasks such as conducting due diligence reviews of target company contracts and key documents to identify potential risks and issues in a target company and preparing a report for the client summarizing those findings; assisting in the preparation of transaction documents including purchase/merger agreements, shareholders’ agreements, confidentiality agreements, governance documents, and term sheets, as well as process-related documents such as signing and closing checklists and funds flows; conducting legal research on relevant laws and regulations, such as Delaware case law and securities-related matters; assisting with (and leading certain) client calls and meetings, as well as direct written communication with the client and opposing counsel—often times, junior associates can directly negotiate certain matters with opposing counsel; and coordinating the full deal team (not just M&A, but all team members across all specialist matters) and ensuring that all client needs are seamlessly met.
What kinds of experience can summer associates gain at this practice area at your firm?
Summer associates at Mayer Brown can gain valuable M&A experience by working on active transactions and gaining exposure to the dealmaking process; assisting with drafting transaction documents and conducting legal research; attending client meetings and calls to understand client needs and expectations; receiving guidance and feedback from experienced attorneys to develop their skills and knowledge; and participating in training sessions and workshops to learn about key aspects of M&A practice.
What has been the most surprising aspect of dealmaking to you?
The most surprising aspect of dealmaking to me has been that it continues to be dynamic. Dealmaking is influenced by not just the factors at play in the particular transaction (personalities of the parties, negotiating leverage, etc.) but also by geopolitical and macroeconomic factors. A change in administration or leadership at a particular regulatory agency, civil unrest or war in an area far from your client’s corporate headquarters, fluctuations in interest rates, social movements, you name it—all of these factors could impact the way businesses view M&A opportunities and also shape the board-level issues that companies face each day. Dealmaking is about not just understanding the words on a page but also the larger picture context and considerations far outside of the legal realm.