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The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Elizabeth Gallucci, Partner—Private Equity (2023)

Ropes & Gray partner Elizabeth “Liz” Gallucci practices in the firm’s private equity group. Based in San Francisco, Liz represents private equity funds in the structuring and negotiation of leveraged buyouts, public and private mergers, acquisitions and divestitures, and other general corporate matters. A practical and thoughtful deal lawyer who represents clients in both control and minority investments across industries, Liz focuses on her clients’ specific goals and brings a deep understanding of market practice in private equity transactions, particularly in the middle market. She has experience across a variety of deal structures and, as needed to support her clients, leverages the capabilities of the full firm to execute and close deals efficiently and seamlessly. Her private equity clients regard her as a sophisticated and trusted counselor. Liz has been listed as one of The Deal’s “Top Rising Stars.” 

Describe your practice area and what it entails.

As a private equity lawyer, I help clients structure and negotiate deals, including leveraged buyouts and public and private mergers, acquisitions, and divestitures. These range from middle-market transactions to multibillion-dollar megadeals! I see myself as kind of a legal Sherpa, helping clients navigate the many complexities of a private equity transaction.  

What types of clients do you represent? (Please feel free to list actual clients.)

The clients I work with are primarily private equity firms that buy, sell, and invest in companies. One of the things I love about working with private equity firms is the breadth of industries in which they deal. The clients I work with are interested in so many different sectors, including healthcare, life sciences, food and beverage, and retail, which keeps things fresh and interesting. To offer just a sampling, clients I represent include Altamont Capital, Genstar Capital, TSG Consumer Partners, Bain Tech Ops, and TPG Growth. 

What types of cases/deals do you work on? (Please feel free to share actual cases/deals.)

I tend to focus my practice on acquisitions and divestitures. I’m really proud of my recent work helping clients expand and condense their portfolios in line with their strategic goals and priorities. For example, I recently helped TSG Consumer Partners finalize its three-way growth partnership with Specialty Deal Brands and Leon Capital, Altamont Capital Partners acquire Nutrition 101, and TPG Growth sell IPG to Evolent Health. Each of these deals was unique, and I had to draw on different knowledge areas to get clients to the finish line.   

How did you choose this practice area?

Private equity deals can be fast paced and unpredictable, with lots of unexpected challenges and twists and turns. I knew I wanted a practice that would keep me on my toes and challenge me to be nimble, and it has not disappointed! My work is constantly energizing and interesting.  It’s also very rewarding to work on deals that require true collaboration to get them over the finish line. 

What is a typical day like and/or what are some common tasks you perform?

A typical day has me working on a wide variety of matters, interacting with clients and colleagues, and managing the unexpected. This includes group calls, in-person meetings, reviewing documents, and addressing client concerns in real time.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

When it comes to deal work, on-the-job training is the best training. Any opportunity to brainstorm, create client-facing solutions, lead calls and conversations, collaborate with colleagues, and practice communication is highly beneficial. Learning by doing will help you get in the rhythm of the deal life cycle and sharpen your ability to exercise good judgment when working with clients.  

I would also advise lawyers early in their career to find a mentor and prioritize collaboration. I was fortunate to benefit from exceptional mentorship at Ropes, and by collaborating with attorneys across practice groups at all levels, I was able to ask hard questions and gain valuable insight.  

What is the most challenging aspect of practicing in this area?

The greatest challenge is immersing myself in the weeds and details of a deal while simultaneously focusing intently on the bigger picture. Another challenge is rising to the excellent standards our clients expect. When you practice at a firm like Ropes & Gray, clients expect top-notch service and the best legal advice and outcome from every interaction. It is exhausting—but very rewarding—to always make sure that I am operating at the top of my game. 

What misconceptions exist about your practice area?

Many people characterize deal lawyers as emotionless, tough people, but that couldn’t be farther from the truth! Deal lawyers are extremely diverse. We have a wide variety of educational and cultural backgrounds, take varied approaches to our work, and some of us even have colorful personalities! 

How do you see this practice area evolving in the future?  

The past 18 months have been, by far, the strongest year and a half in the history of the private equity industry. Close to $1.7 trillion in buyout deal value has been generated. As you can imagine, I have been very busy! But we are now facing the beginning of a market downturn. In the short and medium term, I believe the private equity industry will be looking for new and creative ways to put capital to work, including an increase in minority investments and rescue financing. As a private equity lawyer, it is important to stay on top of industry trends, explore insights, and bring that in-depth knowledge to the table.  

What kinds of experience can summer associates gain at this practice area at your firm?

Summer associates at Ropes get significant exposure to associates and partners across practice areas who are working on a broad range of cutting-edge and high-profile private equity deals. They receive meaningful and substantive work assignments, shadowing opportunities, and hands-on training, which is the best in the business. They take part in mock negotiations and sit in on important client calls. They get involved in project management, legal due diligence, and drafting and documentation of transaction and ancillary documents. We encourage our summers to bring their whole selves to the firm and to absolutely soak up the experience.