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Sidley Austin LLP

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

Sally Wagner Partin, Partner

Sally Wagner Partin is a partner in Sidley’s office in San Francisco where she represents companies in a broad range of M&A transactions involving public and private entities, strategic alliances, securities offerings, and corporate governance, with a particular focus on life sciences/health care, financial services, and technology companies. Sally regularly represents companies in their cross-border M&A transactions. She is experienced at advising public companies on corporate governance and best practices, disclosure, and other SEC compliance issues, as well as ISS/proxy advisory firm matters, shareholder engagement, and activism. She also provides strategic counseling to companies, ranging from newly formed startup teams to mature late-stage private companies, on matters spanning the entire corporate life cycle, including pre-incorporation planning, general corporate representation and counseling, and venture capital financings. Sally was selected by The Recorder as one of the Next Generation Women Leaders in Tech Law. The Deal named Sally a “Rising Star” and profiled her in its Movers and Shakers series in 2020.

Describe your practice area and what it entails.

I advise clients on a variety of corporate transaction and governance matters. My primary focus is on public and private M&A, and roughly 80 percent of my practice is representing large, strategic acquirers (who I also advise from a public company reporting and governance standpoint as well). Being in Silicon Valley, I also do a lot of emerging company work, and my experience in M&A is invaluable here. I see what makes companies succeed and fail during M&A exit rounds and ensure that my startup clients are positioned for success in future M&A activity.

What types of clients do you represent?

I usually represent buyers (although I do sell-side work as well) in M&A transactions. Some larger buy-side companies I have worked with include Roche, Intuit, Palo Alto Networks, Omnicell, PayPal, eBay, Cadence Design Systems, Dolby, and DaVita, among others.

What types of cases/deals do you work on?

I buy and sell public and private companies with a focus on health care and life sciences; fintech; and data security and general Bay Area “tech” deals, with a focus on software.

How did you choose this practice area?

When I was in law school, I was pretty sure I wanted to do transactional work, but I did not know what kind. Although negotiations are really high pressure and can be heated, fundamentally, a corporate practice is one that works towards getting deals done and creating value, and I always liked the practical, collaborative nature of the practice.

M&A is so dynamic I knew that I would never be bored, and I enjoy doing lots of smaller tasks at once. Even as a summer associate who did not know much about different types of corporate law, I understood that was a better fit for my personality than researching a point of law and preparing a memo for a few days, so I quickly ruled out litigation.

I also found amazing mentors in the M&A practice area—and, just like in law school, sometimes the best way to make sure you get the most out of an experience and learn a lot is to pick the teacher, not the class. This has been a critical to my success at Sidley and in BigLaw practice.

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

There are no typical days in my practice. M&A is a demanding and dynamic industry; it requires business professionals and legal practitioners to process information quickly and respond to evolving terms under demanding conditions. Keeping up with the pace of the industry requires consistent contact with clients—which is one of the best parts of the job. Much of my day is spent on the phone and on email, helping clients to respond to the challenges and the complexity inherent in the industry. But not all days are spent on the phone advising clients. I often spend the whole day discussing the terms of a transaction with my client and drafting or revising a merger agreement.

I also spend a considerable amount of time mentoring and training associates. I have had an incredible collection of mentors that have shaped my legal career and supported my election to partnership at Sidley. It is a pleasure to help associates develop in their careers at Sidley, and in a field like M&A where there are not many women partners in BigLaw, I am really committed to changing that.

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

Certain law school classes like Tax, Securities Regulation, Corporations, and Contracts lay the foundation, but practice in a law firm is really an apprenticeship, and even more so in M&A than with litigation. I already know you are not going to know how to run a deal, and I am committed to teaching you, so I would not worry about ensuring you take particular classes at law school and instead focus on developing your critical thinking and writing skills (which come automatically at law school!). I was the editor-in-chief for my journal in law school, and while I no longer use The Bluebook, I do think that attention to detail and running a large team on a tight schedule was probably the most helpful activity I did in law school as far as preparing me for my practice area.

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

Sidley clients come to us with complex and novel issues. While you are always building off your prior experience, there is always something new—clients never pick up the phone to call with the “easy” questions. That there is always a new problem and complicated question to understand and then solve in a novel way is both the most challenging and rewarding part of the practice.

What do you like best about your practice area?

I enjoy the opportunity to work with attorneys in multiple practice areas. M&A lawyers practice with more specialists from across the firm than any other practice area. Every M&A transaction requires specialists in tax, finance, litigation, real estate, intellectual property, import/export laws, and data protection/privacy and other industry-focused attorneys (e.g., fintech regulation, international regulation, health care regulation, etc.). This makes the practice even more interesting because you are always learning about new industries, meeting more lawyers in different offices, and getting exposed to cutting-edge issues.

What are some typical tasks that a junior lawyer would perform in this practice area?

As a junior associate, you prepare the first draft of ancillary agreements; you run the closing process and all closing agreements; conduct due diligence; and, most importantly, you begin to familiarize yourself with the practice of M&A. For example, you are learning the jargon, watching negotiations, and taking notes so that you will know how to lead negotiations in the future. The first year is all about growing—it is amazing to see the difference between a first-year associate and a second-year associate! You probably never grow as quickly again—it’s like drinking from a fire hose.

What are some typical career paths for lawyers in this practice area?

I never expected to stay at a law firm and make partner. I thought I would come for a few years, pay off my law school debt, and figure out what I wanted to do next. I have ended up really enjoying the practice of law at a firm. So I would say, don’t forget a career path in this practice area is to stay at a firm.

But for those in the M&A practice who decide they do not want to continue at a firm, especially if you also focus on corporate governance, your opportunities to go in-house are limitless. M&A associates and associates in the IP/Tech Transactions groups seem to have the easiest time of any practice area finding in-house positions. There are so many jobs either doing M&A or corporate governance at larger companies or general “first lawyer” positions at startups, you will be tired of the number of headhunters that call you. Keeping doors open is one of the great things about an M&A practice. Associates often go in-house (either at clients or companies that become clients) and climb the ranks internally. Some associates also leave the practice of law to go in-house on the business side, and having the business exposure of an M&A practice enables this transition.