The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Mr. Barlow focuses on mergers and acquisitions, private equity, special purpose acquisition companies (SPACs), corporate governance, securities, and general corporate law matters. He regularly advises public and private companies, private equity firms, SPACs, and financial institutions in a variety of corporate matters, including acquisitions, divestitures, de-SPAC transactions, restructurings, financial advisor engagements, financings, leveraged buyouts, shareholder activism, and takeover preparedness.
Examples of his representations include: Social Capital Hedosophia in its $8.65 billion merger with SoFi, $4.8 billion merger with Opendoor Labs, and $1.5 billion merger with Virgin Galactic; Permira Funds in numerous transactions, including in its $4.2 billion sale of a majority stake in Duff & Phelps, $2.4 billion acquisition of Cambrex Corporation, and acquisition of a majority stake in Reformation; and Spotify in its acquisitions of Megaphone from Graham Holdings, Bill Simmons’ The Ringer, Gimlet Media, Anchor FM, and Cutler Media.
Mr. Barlow was named one of the Top Advisor Lawyers in North America in 2020 by MergerLinks and has been recognized as a Rising Star by The Deal. He also has provided pro bono legal services to a variety of New York-based clients.
Describe your practice area and what it entails.
My practice focuses on M&A—advising companies on buying and selling other companies or assets. The practice is simple enough to understand in concept, but is really complicated and interesting in application. I think good M&A attorneys have to be able to understand client business objectives, offer real world advice that business people can understand and act on, and be able to think on their feet and offer creative solutions. The practice is also very wide-ranging—every day I interact with lawyers across many practice groups.
What types of clients do you represent?
I advise a wide range of clients, which is one of the things that keeps my practice so interesting. I have a particular focus on tech companies, private equity, and, in recent years, SPACs (a popular alternative to a traditional IPO). Recent clients that I've represented across numerous transactions include Spotify, Permira, FaZe Clan, and the Social Capital Hedosophia SPACs.
What types of cases/deals do you work on?
The variety of transactions I work on is why I love practicing at Skadden. One year I will spend a majority of my time on traditional M&A transactions, while the next it will be SPACs (and some years there is no majority—I spend my time working on a little bit of everything). I work all sides of deals (e.g., sell side, buy side, financial advisor representations), which I feel gives a lot of perspective to see the other side's point of view and think creatively and commercially in coming up with solutions to meet client business needs.
Recent transactions I have worked on include representing Spotify in numerous deals, such as its purchase of Bill Simmons' The Ringer and in its pending acquisition of Findaway. I have also represented Permira in its $4.2 billion sale of a majority stake in Duff & Phelps and $2.4 billion acquisition of Cambrex Corporation.
I've also been representing more and more targets and SPACs in de-SPAC transactions, including Social Capital Hedosophia in four transactions ranging in value from $1.5 billion (Virgin Galactic) to $8.65 billion (SoFi). I have also worked on FaZe Clan's pending $1 billion de-SPAC transaction.
How did you choose this practice area?
As someone who at one point wanted to be a career philosopher, I am sometimes amazed I ended up doing what I do! Like many others entering law school, I had no clue what sort of law I wanted to practice and didn't even know what M&A was. After keeping an open mind about where I wanted my career to go, I found a transactional practice was a perfect fit for me. It's intellectual but requires practical judgment, it's everchanging and innovative but requires past experience, it's fast-paced but requires great care ... I could go on and on! It's also really cool to see transactions you have worked on have real consequence in the business world (and sometimes beyond).
What is a typical day like and/or what are some common tasks you perform?
There are no "typical days" for M&A attorneys! I spend a significant amount of time advising clients on M&A strategy regarding transaction terms, negotiation tactics, regulatory approach, and so forth. I also spend a good amount of time overseeing deal execution—M&A transactions are so complicated, and each one is unique, and our clients expect excellence on the execution front. I also love mentoring junior attorneys—the practice of M&A is not always intuitive and developing skills and insight requires experience. I always found it valuable when a senior attorney took the time to explain aspects of the practice to me or include me in key meetings—I try to return that favor to junior attorneys on my teams as often as I can.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
First and foremost, talk to practitioners. Before you devote yourself to any practice, it's essential to speak with people who have experience in the field. What is the work like? What is the team like that you're considering joining? Be sure to learn all you can, not just about the practice of M&A but also about your future employer. Where you practice is as important as what you practice.
It's also key to be fluent in business language and concepts—topics that often aren't covered in law school will be required beginning with your very first assignment. An M&A attorney needs to be able to translate complex business and legal concepts into understandable, contextualized advice for the client. If you want to be an M&A lawyer, immerse yourself in newspapers, business journals, podcasts, and the like, in addition to taking relevant classes in law school.
Finally, there's no substitute for experience, so get as much of it as possible as soon as you can. When the opportunities to expand your skills, network, and experience arise, raise your hand!
What do you like best about your practice area?
Working at Skadden means getting to work with many of the world's most prominent companies and business leaders. We play a pivotal role in helping our clients achieve their business goals, which is incredibly rewarding. The work is interesting, challenging, and consequential. It's crucial for an M&A practitioner to keep up with changes in the law and market practice. M&A years are like dog years when it comes to the pace of change!
What is unique about your practice area at your firm?
Skadden has been considered a pioneer in M&A for more than half a century; the culture of innovation still predominates to this day. That's one of the reasons we place such a huge emphasis on diversity. We know that having a team that is truly diverse, in every sense of the word, brings a wide range of perspectives to problem-solving. You don't want everyone attacking the issue from the exact same perspective. Therefore, there is no Skadden "type," though everyone here is, of course, smart, creative, committed to client service and intellectually curious.
What are some typical tasks that a junior lawyer would perform in this practice area?
The sky is the limit. We trust associates with as much responsibility as they can and want to take on (and are always there for them when needed!). Typical responsibilities for junior M&A attorneys include managing the transaction process, drafting agreements, performing due diligence, and interacting with their counterparts on the client's in-house team.
What kinds of experience can summer associates gain at this practice area at your firm?
The goal of our summer program is to give participants a realistic view of what their work and career will look like if they join the firm full time. We make every effort to integrate them into our matters as real deal team members. Summer associates work on the kind of complex, high-profile deals we handle and receive substantive feedback on their contributions. They also sit in on key meetings and negotiations, in order to get a first-hand view of what M&A attorneys do, from junior associates to senior partners and everyone in between. As a former Skadden summer associate, I can also personally attest to the fact that our summer program is also a tremendous amount of fun!