The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Feifei Bian provides practical strategic advice to companies, private equity sponsors, and their portfolio companies and investors at all stages in connection with M&A, venture financings, minority investment, and other strategic transactions across a wide range of industries and jurisdictions, focusing primarily on the life sciences, healthcare, technology, and entertainment and media industries. Feifei also regularly advises publicly traded and private companies regarding corporate governance matters, disclosure policy, issues arising under federal securities laws and the rules and regulations promulgated thereunder, and state corporate law.
She was recognized in Variety’s “Legal Impact Report 2021” for her corporate work in various transactions in the media and entertainment industry. Feifei is a member of SidleyWomen, a committee focused on the retention and promotion of women lawyers at the firm.
Describe your practice area and what it entails.
I am a partner in Sidley’s global M&A practice. I represent clients on both the buy side and sell side in M&A transactions, which can take the form of an acquisition or sale of a whole company group, a majority or minority equity stake in a company, or substantially all or certain assets of a company. I also represent clients entering into joint ventures with a capital, technology, or content partner to establish a new company, which includes negotiating for clients’ governance and the economic rights and obligations they have in the new company, as well as representing startups in connection with their capital raisings by means of equity financings.
What types of clients do you represent?
The clients I represent cover a wide range, including publicly listed companies with a multibillion dollar market cap, private equity sponsors with billions of dollars under management and their portfolio companies, startups (ranging from early-stage startups to late-stage startups ready for liquidity events, such as a sale or an initial public offering), venture capital firms, family offices, and high-net-worth individuals, including movie producers and celebrities.
What types of cases/deals do you work on?
On the buy side, I work on transactions ranging from multi-billion dollar strategic, add-on, or new platform acquisitions for company and private equity clients to single-digit million dollar acquihires for startup clients, mostly in the life sciences and technology industries. On the sell side, I work on a sale whenever a private equity client is ready to exit from its investment in certain portfolio companies or whenever it makes strategic sense to break up specific investments or when a startup and its venture investors and founders are ready for a liquidity event, which can take the form of a sale to another company or private equity buyer or a business combination with a special purpose acquisition company to access the public capital market. I also represent clients in joint venture transactions with investors, mostly in the life sciences, technology, and entertainment and media industries.
How did you choose this practice area?
I always liked brokering deals between parties. In law school, my favorite class was contract negotiation. I liked the practice of understanding the two parties’ interests, bottom lines, and common goals and working out an agreement that was beneficial to both parties. Whether I am on the buy side, sell side, or negotiating a joint venture transaction, I make sure to know what my client’s interests and goals are—for example, an acquisition that will strategically benefit the client’s market position in certain segments—and what the other side’s interests and goals are—for example, a successful liquidity event that will generate great returns to the investors and founders. I enjoy the process of helping the two sides reach an agreement on mutually beneficial transaction terms.
What is a “typical” day like and/or what are some common tasks you perform?
A typical day starts with me checking emails that have been sent to me overnight, making sure time-sensitive emails are handled promptly, and then making a list of items I need to complete for the day. I will then embark on completing each item on the list, which could be finishing off a purchase agreement for a deal and getting it out to the other side, reviewing documents and then getting the comments to more-junior lawyers, or setting up and having meetings with clients or the opposing side to align on deal terms or next steps.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend taking contract, contract negotiation, and M&A classes in law school, all of which I took and thought were very helpful. Collaborating with colleagues in study groups and on team projects is also good preparation for practicing M&A law, which involves working with specialists across different practice groups. Lastly, while participating in summer programs at a law firm, I recommend seeking out involvement in an M&A deal, ideally from start to finish, so that you can see firsthand what working on a deal entails.
What do you like best about your practice area?
I like that the participants in a transaction are generally working toward the same goal, that is, an agreement that can be accepted by and benefit both parties. The process can take a while, as parties may disagree on issues that arise. But most of the time, the parties will work out an agreement, and it is ultimately the legal team’s responsibility to make sure that all the issues uncovered are properly addressed and that clients’ interests are protected.
What are some typical tasks that a junior lawyer would perform in this practice area?
A junior lawyer on the buy side typically conducts legal due diligence of the target and reports any issues to a more-senior lawyer and, eventually, to the client to determine whether the issue is a deal breaker or if a purchase price or other adjustment needs to be made. On the sell side, a junior lawyer would assist the client with making proper disclosures against representations and warranties in transaction documents so that the client cannot later be found in breach of these representations or warranties or be subject to fraud claims. A junior lawyer on either the buy side or sell side would also usually be tasked with preparing acquiring-entity formation documents and other ancillary transaction documents.
What kinds of experience can summer associates gain at this practice area at your firm?
A summer associate in my practice area at my firm is generally treated as a junior associate during the summer so that he or she can get a sense of what a newer associate’s work is like. If assigned on a deal, the summer associate will be involved in legal due diligence, ancillary document drafting, deal checklist preparation, and meeting with clients or the opposing side to discuss deal terms. The summer associate will have a junior associate adviser and a senior associate or partner mentor to make sure he or she is getting the experience and guidance needed.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
For me, prioritization and communication are key. Every morning, I will take stock of what I have on hand and assign priority to tasks that have to be completed that day. Additionally, if I am on an especially fast-paced deal or in a crunch for signing or closing a deal, I will make sure to let team members on my other deals know that they will need to cover for me. For each deal I am on, I also keep a running list of open issues that need resolution so that no issue falls through the cracks.