The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
A corporate partner in the firm’s Palo Alto office, Atif Azher is The American Lawyer’s 2022 Corporate Attorney of the Year, a Law360 MVP in Private Equity (2021), and one of the Daily Journal’s “Top 100 Lawyers in California” (2022), where he is described as “synonymous with the market’s largest and most complex transactions.” Atif advises public and private companies, investment funds, and financial institutions in a wide range of domestic and cross-border corporate matters, with a focus on M&A and private equity.
Regularly tapped for blockbuster deals, Atif guides multibillion-dollar mergers, acquisitions, divestitures, and JVs, drawing on his substantial experience across a broad range of industries, including technology, technology-enabled services, software, internet, sports, entertainment and media, healthcare, financial services, fintech, retail and consumer products, and real estate. He also has significant experience in SPAC transactions, including advising target companies, SPACs, and PIPE investors.
Kristin Rulison is a senior M&A associate in Simpson Thacher’s Los Angeles office, where she advises public and private companies on all aspects and stages of transactions and other transformative events, including evaluation of investment/divestiture opportunities, transaction structuring and planning, due diligence, negotiation and documentation of deal terms, regulatory reporting and disclosure, and integration/separation planning and execution.
Describe your practice area and what it entails.
Atif: I’m an M&A lawyer based in Simpson Thacher’s Palo Alto office, where we’ve built a robust practice that is an integral part of our firm’s global M&A team. Simpson’s M&A lawyers are generalists; we advise public and private companies on the full scope of transactional matters, including mergers, acquisitions, dispositions, investments, joint ventures, and other strategic transactions. Our work cuts across every geographic region and industry segment, from technology to financial services to healthcare to energy, and much more.
Kristin: As a senior M&A associate in Simpson Thacher’s Los Angeles office, I similarly handle an extensive slate of M&A transactions for both public and private companies.
What types of clients do you represent?
Atif: We serve a very broad range of clients. Many of the country’s leading financial institutions, Fortune 100 companies, and private equity firms turn to us for help with their most important deals. Longstanding clients with whom I’ve worked closely include Dell, Microsoft, Airbnb, JPMorgan Chase, Goldman Sachs, Blackstone, KKR, Silver Lake Partners, and Hellman & Friedman, among others.
Kristin: In our LA office, we also work regularly with Angeles Equity Partners, Apollo, Beach Point Capital, and Platinum Equity Partners.
What types of cases/deals do you work on?
Atif: M&A is a critical part of what our firm does and we’ve worked on many marquee transactions this past year, including advising Twitter’s Board in the unsolicited takeover offer and ultimate sale of Twitter to Elon Musk, despite various attempts by Musk to unwind the deal. We also handled the sale of PPD, a large healthcare business with an enterprise value of $20 billion+, and we’re currently guiding Microsoft in its purchase of Activision Blizzard for $75 billion—the largest deal so far in the video gaming sector. I recently advised Dell Technologies in the groundbreaking, $50-billion+ spinoff of a publicly traded subsidiary called VMware, which is now being sold to Broadcom in a $61 billion deal that we’re also working on.
Kristin: My recent deals include advising Apollo in its sale of a majority stake in The Fresh Market supermarket chain and advising Genstar Capital in its investment in Jet Support Services, a provider of aircraft maintenance support and aviation-related financial tools, in partnership with Chicago-based private equity firm GTCR.
How did you choose this practice area?
Kristin: M&A felt like the right practice group for me from the start. M&A lawyers are generalists who keep their eyes on the big picture and we are involved in all aspects of the transaction, including specialty areas such as tax and employee benefits. I enjoy being in the loop on different parts of a deal and seeing how everything fits together.
Atif: I took an M&A seminar in law school and fell in love. I enjoy thinking about the strategy and tactics that go into dealmaking. I also appreciate the collaborative nature of the practice, which suits my personality. Once the handshake is reached, everyone pivots to getting the deal done. And it’s exciting to work on deals that you read about on the front page of the Wall Street Journal.
What is a typical day like and/or what are some common tasks you perform?
Kristin: One of the things I love about M&A is that you never know how the day will unfold. As a senior associate, I spend a lot of time drafting documents and negotiating deal terms, and am often on the phone advising clients and answering questions. I work closely with other members of the team, including the practice specialists at our firm and outside advisors.
Atif: I spend most of the day on the phone or in meetings, advising clients on ways to manage risks and find creative solutions to difficult problems so that they can achieve their business objectives. I also regularly negotiate key issues with the other side. Emergencies often arise, so there’s a lot of thinking on your feet. I also spend time handling complex issues and working with our team to draft agreements in a very clear and unambiguous way. And I’m always trying to anticipate client needs, look around corners, and think about ways to improve our internal processes to ensure that we continually deliver top-of-market services.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Atif: It would be helpful to have a good understanding of corporations and business associations and to have a general awareness of current events, so reading Bloomberg, the Wall Street Journal, or watching CNBC is a plus. But most important is to have a natural curiosity for the subject matter. An enthusiastic attitude goes a long way! In terms of knowledge and skills, we’ll teach you what you need to know. Simpson provides significant training on the job, including through STB Ready, where we partner with Columbia Business School professors to ensure that our associates have a solid understanding of key business and financial concepts. Our corporate department also holds monthly lunches and talks, and we have an online library with videos on almost every topic in the field.
Kristin: Nearly all the learning and training happens on the job. Our senior lawyers work hard to develop younger associates; we provide a tremendous amount of feedback to ensure that younger associates are acquiring the knowledge and skills they need to succeed.
What do you like best about your practice area?
Kristin: I enjoy the variety in my work as well as its unpredictability. Very little goes according to plan, which keeps things exciting! I thrive on pressure and stimulation. I also really enjoy my advisory role, which is a big part of my practice. Over the years, many of our clients have even become good friends. And I love that I’m always learning.
Atif: I’ve always enjoyed being a team leader and team captain, and in M&A deals we serve as the quarterback or point guard. Being the lead deal lawyer requires us to develop knowledge across a wide array of legal issues and subject matters. We regularly consult with specialists at our firm—capital markets, credit, employee benefits, tax, and other areas—who are the best and the brightest in their fields, and we learn a substantial amount regarding the key issues that arise across all of those practice areas, which keeps things fresh and interesting. I also enjoy the challenge of distilling complex legal issues in a clear and succinct way so that our clients understand the issues and their options.
What is unique about your practice area at your firm?
Atif: Simpson is among a highly select group of firms that regularly handles bet-the-farm, existential transactions. We have a top-of-the-market public company practice as well as a top-of-the-market private equity practice. Having fluency on both sides of the aisle fuels your professional growth, making you a better, more well-rounded lawyer. The culture of Simpson Thacher is also unique. To borrow a line from Ted Lasso, our job is to help each attorney become the best version of themselves, so it’s a great place to learn.
Kristin: Simpson has a wonderful culture of teaching younger lawyers. We’re a very collegial firm, and everyone works together as a team.
What are some typical tasks that a junior lawyer would perform in this practice area?
Kristin: We give our junior lawyers room to soar. They often have primary responsibility for diligence and for drafting ancillary deal documents. They also regularly negotiate with counsel on the other side on certain deal terms. Junior associates play a significant role in managing the transaction to make sure the deal is moving forward. Certain technological advances have made document management, project management, and due diligence easier, especially for junior associates. That said, there is no substitute for human judgment.
Atif: We recognize that lawyers develop at different paces and it’s not a competition. At the same time, there is no ceiling on what junior associates can do, so they are encouraged to bite off as much as they can chew. Deals do seem to be getting faster and faster, and I believe younger associates are increasingly taking on higher-level work earlier in their careers. But I’m a firm believer in Malcom Gladwell’s 10,000-hour theory: you have to put in the time to gain mastery of a subject.
On buy-side deals, juniors are generally responsible for understanding the business the client is buying. They conduct diligence and learn market terms, sitting in on meetings to understand the issues that arise. On the sell side, they conduct a similar exercise, setting up data rooms and helping the company understand the disclosures it needs to make. In both instances, our junior lawyers will assist in drafting key transaction documents, working through issues lists, and helping get a transaction signed and closed.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
Kristin: Some of us are more naturally hard-wired to enjoy this pace, while others learn to embrace it. I seek this kind of work and rhythm, which plays to my strengths. To deal with the fast-paced nature of our work, I try to leverage the team’s strengths, doing my best to determine what each team member has to offer.
Atif: The type of person who excels in M&A is someone who enjoys a lot of stimuli and having many balls in the air. The reality is, deals are moving very quickly. When you’re working on several deals at the same time, you need to be able to pivot immediately from one topic to the next. At the same time, you also need to know when to slow down and to be very thoughtful about an issue. To manage the pace, you learn to prioritize. I also lean heavily on my team, relying on our top-tier specialists as well as our deep bench of fantastic M&A lawyers. Ultimately, the fact that our deals are critically important to our clients carries us through the challenging moments. We are here to serve and are highly invested in reaching our clients’ business goals.