The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Simon Sharpe, a partner in the Mergers & Acquisitions and Private Equity Groups at Proskauer, specializes in representing public and private companies and private equity sponsors and their portfolio companies in domestic and cross-border merger & acquisition transactions, including leveraged buyouts, joint ventures, restructurings, minority and growth equity investments, and other strategic transactions. Simon also has experience with corporate carveouts, GP-led secondary transactions, bankruptcy sales, and recapitalizations, and frequently counsels clients on a variety of securities law, corporate governance, commercial, and strategic matters. Before Proskauer, he had experience in investment banking and in litigation at a Canadian securities regulator. In 2019, Simon was recognized as a “Rising Star” in M&A by New York Super Lawyers.
Robert Chiu is an associate in the Corporate Department and the Mergers & Acquisitions Group. His practice involves advising public and private companies in various industries on domestic and international transactions, including mergers, acquisitions, divestitures, buyouts, joint ventures, reorganizations, and corporate governance. Rob is active in pro bono, particularly in efforts related to immigration and asylum, and he also co-chairs the firm’s Asian Lawyer Affinity Group. Prior to joining Proskauer, Rob also completed a human rights fellowship in The Hague and worked in marketing at the Clinton Foundation.
Describe your practice area and what it entails.
Simon: Proskauer has one of the premier global M&A practices. We represent public and private companies and private equity sponsors and their portfolio companies in domestic and cross-border acquisitions, divestitures, joint ventures, carveouts, equity investments, and other significant corporate transactions. These transactions are frequently transformational for our clients, and we thrive on being our clients’ trusted advisors in executing their most complex deals. While our practice covers a wide range of industries and geographies, we have deep experience in media, technology, sports, asset management, health care, hospitality, technology, and consumer goods.
Robert: M&A involves guiding clients through all phases of a transaction—it’s something of a “generalist” corporate practice spanning everything from minority investments to major mergers, acquisitions, and divestitures. M&A lawyers structure, negotiate, and see these transactions through, and the practice affords all sorts of opportunities for creative and critical thinking.
What types of clients do you represent?
Simon: I represent public companies, private equity firms, and other types of asset managers and founder- and family-owned businesses. I started my career at Proskauer after law school and, as a junior associate, started working with certain multinational public company clients that I still work with to this day. For these longstanding clients, M&A is an integral part of their corporate strategy, and my work for them is mainly on the buy side. On the sell side, working with founders on exits have been some of my favorite deals—a sale can be a major, once-in-a-lifetime achievement, so it is particularly gratifying to help them get to this pinnacle.
Robert: I’ve represented almost every type of stakeholder in a deal, though have mainly worked with strategic buyers and sellers (e.g., Accor, Arkema, Church & Dwight and Henry Schein) and middle- to upper-market private equity shops (e.g. Ardian, Investcorp, MidCap Financial, Morgan Stanley Capital Partners, and Ridgemont Equity Partners).
What types of cases/deals do you work on?
Simon: I mainly work on M&A transactions for public company clients. I do a lot of work in the consumer goods industry, mainly for Church & Dwight, which owns a number of brands, such as Arm & Hammer, Xtra, Trojan, Waterpik, and OxiClean. Some recent deals include the acquisition of Hero Cosmetics (which owns Mighty Patch, a top brand in acne treatment products) and the acquisition of TheraBreath (a top mouthwash brand). Another cross-border transaction was the acquisition by Arkema (a France-based public company focused on specialty materials) of a global adhesives business carved out from Ashland (a U.S. public company). On the sell side, I recently represented Mosaic Dental Collective in its sale to Audax, a private equity firm.
Robert: While my practice is broadly industry-agnostic, I’ve worked most extensively on buy-side M&A for the aforementioned strategic clients, in particular within the consumer goods industry for Church & Dwight (including the Mighty Patch and Therabreath deals mentioned by Simon). Otherwise, the transactions I’ve worked on vary greatly in scope: from domestic to global, from growth equity investments to full-on acquisitions, for private companies or for publicly traded multinationals, and so on.
How did you choose this practice area?
Simon: I chose M&A very early and it was a main driver for my decision to go to law school. In college, I had an interest in business and investing—reading about Wall Street and deals that transformed industries drew me to law, New York, and M&A. When I started at Proskauer, I sought M&A work immediately, even though I was not yet assigned to the group. I enjoyed learning about our clients’ industries and businesses. I began to understand how deals get done by observing and learning from senior partners in serving clients and handling negotiations. This early experience was invaluable and got me hooked.
Robert: It came down in equal parts to the work and the people. M&A held substantive appeal to me for its wide-ranging, collaborative nature, sitting at the intersection of business and law. During my time as a summer associate at Proskauer, I also found my natural fit in our M&A group—it was where my closest colleagues, mentors, and cheerleaders emerged, and I’ve been grateful for that ever since.
What is a typical day like and/or what are some common tasks you perform?
Simon: M&A deals typically run for a few months, a perfect time to stay fully engaged without it starting to feel endless. My days change with each deal stage and I often handle multiple transactions simultaneously. In a deal’s early stages, I assist clients with high-level term sheets and collaborate with my tax colleagues to develop efficient structures. As a deal progresses, I contribute to drafting merger agreements and advise clients on how to address key diligence risks. Getting a deal done frequently involves engaging with opposing counsel in contentious negotiations.
Robert: True to the cliché, no two days in M&A are the same. Each deal has its unique heartbeat; you learn to be nimble because as a transaction progresses, you need to constantly navigate and respond to new and complex information. Negotiations (and pain points) become accordingly bespoke, which makes every matter a novel experience and a rich learning opportunity.
One thing that is certain is that as you advance in this field, your role evolves. As a midlevel, an increasingly large share of my workday now tends to consist of long-form drafting, mentoring juniors, leading calls with clients or opposing counsel, and strategizing with partners.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Simon: Young M&A lawyers must grasp business language and develop an understanding of how investors think. In the M&A practice, you don’t need a J.D./M.B.A. to hit the ground running, but business school electives can go a long way, particularly courses in corporate finance, accounting, and valuation. It should be clear what classes to take at law school, some of which may be in adjacent areas (i.e., corporate finance, securities litigation/regulation, tax, antitrust, etc.). Try to get relevant experience between your 1L and 2L years. Read the financial press and take every opportunity to connect and network with M&A lawyers at firm-sponsored events at law school.
Robert: I think the biggest assets you can bring on day one are the right attitude—that is, showing up with curiosity and an openness to learn—and foundational skills like writing, empathy, critical thinking, and attention to detail. Most practice-specific skills are learned on the job, though it also helps to stay on top of business journalism and world events, which inform the work we do and the industries we work in.
What do you like best about your practice area?
Simon: Clients look to us for help with their most important and challenging deals. Serving them is a “team sport” that involves close collaboration with an incredible group of associates and partners across the firm. This collaborative approach is what I like best about M&A, particularly how the practice touches multiple specialty areas (e.g. antitrust, IP, environmental, tax, capital markets, employee benefits, and executive compensation). I am constantly learning from colleagues and have opportunities to bring the collective expertise of the firm to bear for clients, which I find very rewarding.
Robert: Dealmaking in M&A is fundamentally collaborative. Clients and their counterparties are making a go at either building something together or helping each other achieve mutually conducive goals, and it’s exciting to be a trusted advisor in that process.
As an M&A lawyer, you also work closely with specialists across your firm as well as with local counsel across any number of jurisdictions. Pair that with the frequent and early client contact that comes in this practice area and you’ll find that the job can actually be highly rewarding for an extrovert: you truly see all the pieces and personalities needed to bring a deal together, and you make more than a few friends along the way.
What misconceptions exist about your practice area?
Robert: Some have the impression that lawyers don’t need to be math or business savvy. But it’s vital to understand the dollars and economics that drive a deal: client motivations shape everything we do, and in M&A specifically, it’s key to understand how funds flow informs the documents you’re drafting and vice versa. A basic grasp of financial statements and Excel can go a long way.
What is unique about your practice area at your firm?
Robert: Lean staffing on our matters means every associate down to the most junior gets to meaningfully integrate with their team and truly take ownership of what’s under their charge. There’s a level of consistent visibility and responsibility that makes it easier to engage with and become truly invested in your work and development, especially at an early juncture.
What are some typical tasks that a junior lawyer would perform in this practice area?
Simon: Junior M&A lawyers are an integral part of every stage of a transaction. In the early stages, junior associates will conduct due diligence on a target company and coordinate with our specialist teams in communicating our diligence findings to the client. Juniors will also prepare disclosure schedules and draft ancillary transaction documents. As a deal approaches closing, juniors will help manage closing logistics. Most importantly, junior associates have a seat at the table—getting shadowing opportunities, whether on client calls or in negotiations with the other side. It’s a critical part of how associates grow and develop. By watching senior colleagues debate a point or strategize in making tradeoffs to get a deal done, juniors learn both the technical aspects of M&A practice and the “art of the deal.”