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Sidley Austin LLP

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

Grace Jamgochian, Partner—M&A and Private Equity (2023)

Grace Jamgochian is a partner at Sidley Austin LLP in the M&A and Private Equity practice. Grace represents U.S. and multinational corporations and private equity firms in a wide variety of M&A transactions across all industries, including tech, media and telecom (TMT), life sciences, healthcare, infrastructure, and retail. Her broad experience includes public company mergers and leveraged buyouts; private acquisitions and sales; strategic and minority investments; and joint ventures for private equity funds, sovereign wealth funds, pension funds, and other sponsors and asset managers, as well as public and private companies. Grace also provides counsel on corporate governance matters. Her representative transactions range from multibillion dollar tech and life sciences mergers and complex Reverse Morris Trust chemical transactions to one-off transactions relating to a wind farm or a local music festival. Grace obtained her J.D. from Cornell Law School and B.S.F.S. from Georgetown University, Walsh School of Foreign Service.  

Describe your practice area and what it entails.

Sidley’s M&A and Private Equity practice is engaged in the full spectrum of public and private mergers and acquisitions and private equity transactions across a variety of industries. Our clients include large and small companies, private equity funds and other financial sponsors, boards of directors, special committees, financial advisors, and other participants in corporate transactions. At the core, our M&A and private equity lawyers are dealmakers and business strategists who help clients buy or sell parts or all of a business. We work closely with our clients to find value and assess risks in transactions while documenting an agreement to formalize terms.

What types of clients do you represent? 

I represent clients who need dedicated, efficient, and innovative counsel to create value for their businesses—this includes market-leading companies of all sizes, as well as large and middle-market private equity firms and up-and-coming corporates. In a normal day, I can advise on a leveraged buyout or take-private for a private equity sponsor, then turn to a joint venture or a private company purchase and sale for another client. I enjoy having a mix of clients, both private equity firms and corporates, as they all have different perspectives and bespoke transactions.

What types of cases/deals do you work on? 

As a general corporate lawyer, I view myself as an extension of my client. If a client wants to buy or sell a business, make an investment, spin out a business, or take on investors, I advise and partner with them and other thought leaders at Sidley in support of the transaction. I have helped clients buy and sell TV networks, life sciences and biotech businesses, renewable energy platforms, construction companies, financial services firms, tech and telecom businesses, cartoon franchises, garbage disposal centers, fried chicken restaurants, and chemicals businesses. 

How did you choose this practice area?

While I was at Georgetown for undergrad, I had an internship in the legal department at BET Networks, supporting their corporate legal work. I enjoyed the critical thinking and precision needed for drafting agreements and knew before law school that I wanted to be a transactional lawyer. During my 1L summer at Cornell Law, I was a legal intern at GE Capital in their aviation financing business, which confirmed that the corporate path was a clear fit for me. After I rotated through M&A for my 2L summer, I spent more than a year in-house at Thomson Reuters as an M&A/securities lawyer before returning to private practice. It was there that I felt strongly that M&A was where I wanted to be. The intensity, complexity, and business-minded nature of M&A work fits with my personality, and a huge plus is that you get to work with so many different legal professionals, making M&A a very social group. Over the years, private equity has become increasingly important to the M&A market, so my practice has deeply expanded into having private equity clients who want to engage in M&A.

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

Today’s M&A and private equity market is dynamic and constantly evolving. I always tell law students that I live my day putting out a million fires. Learning how to prioritize, be organized, and think quickly—yet produce the best work product—are so important to what we do. My day generally consists of brainstorming solutions with clients, negotiating key terms with counterparties, drafting transaction agreements, managing my team, liaising with specialists, and ensuring that day-to-day operations are running smoothly and efficiently on all of my transactions. I also make time to focus on business development, recruiting, mentoring, and diversity efforts. 

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

I encourage law students to get as much contracts experience as they can, whether that is through classes, clinics, mock workshops, or legal internships. Business organizations, tax, IP, and securities regulation classes are helpful. Of course, if your law school offers negotiation or M&A-specific workshops, consider taking those as well. Having finance or accounting exposure is a plus, but not a prerequisite. If analyzing words all day, understanding the slight nuances between “would” and “could,” and synthesizing complicated issues in a few bullets are interesting tasks to you, then you may have a calling in M&A or private equity.

What do you like best about your practice area?

I love that my work results in a transformative impact on the world and economy. My clients are critically analyzing how to create value for their businesses, and it is really exciting that I am helping them make important strategic decisions. The combination of business and law makes M&A and private equity a unique and ever-evolving area of practice. Being an M&A and private equity lawyer allows you to collaborate with a diverse group of colleagues across multiple practice areas, including regulatory, employment law, IP, privacy, cybersecurity, real estate, tax, finance, and litigation. You will need to leverage this depth of experience to determine the full business scope of a target company. And this means you always have a friendly face around to chat with. 

What misconceptions exist about your practice area?

There are a few misconceptions about the M&A and private equity practice: (1) that you shouldn’t even try this area of law unless you have an extensive financial/business background before law school; and (2) private equity firms are still the barbarians at the gate. On (1), corporate lawyers should have a basic understanding of finance and accounting principles, but this is something you can learn while taking “accounting for lawyers” or MBA classes. Do not be intimidated by topics because you did not understand them as law students; you will learn everything you need to know as you gain experience. The most important characteristics of a strong junior associate are quick comprehension, responsiveness, and attention to detail. On (2), I view private equity firms as creative value engineers; their focus is to build and to improve businesses and help them grow. This area is dynamic and fast paced, but that’s what makes it exciting and extremely satisfying when deals sign and close. 

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

Sidley’s M&A and private equity lawyers lead the specialist teams on transactions, and every level of seniority in my group takes ownership to manage deals at all angles. From first years to senior partners, every deal you are on is “your” deal and the buck stops with you. Junior M&A and private equity lawyers will generally be involved in the due diligence process to vet target companies and assess legal risks, and they will have the opportunity to draft agreements, often the ancillary agreements to a transaction. They will be the coordinators to liaise with junior counterparts in other groups, getting essential management experience early on. Often, the junior associates’ “time to shine” is from the signing to the closing of the transaction, making sure that the technical aspects of a deal are covered so that the closing can occur smoothly. 

How important is it to understand your client’s business, and how can junior attorneys gain this insight?

I cannot stress enough how important it is to know your client and provide advice specific to their pressure points and to matters that they deem important. No client is the same—they all operate differently. Our work has a lot of gray areas. There is often no clear answer, so you need to understand the client’s business and goals to provide effective advocacy. At the minimum, you should do background reading on your client before a deal starts and familiarize yourself with their business, leadership, past deals, and recent news. If you have a new client, set up an email alert for their public mentions/press releases. If your client is a public company, pay attention to their SEC filings. Clients have many choices for law firms, and it takes everyone on the team, including junior lawyers and staff, to maintain a client relationship.