The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Lauren is a partner in the firm’s General Practice Group. She advises clients on a broad range of corporate and transactional matters, including public and private M&A, corporate governance, activism and takeover defense, and other public company advisory matters. Lauren has represented clients across the industry spectrum, including in the consumer & retail, media, sports & entertainment, healthcare, technology, and power & utilities industries. She is a member of the firm’s Women’s Initiative Committee and the recipient of the inaugural Alexandra D. Korry Award given to a member of the S&C community who has demonstrated commitment and leadership to the advancement of women in the legal profession.
Lauren regularly contributes to thought leadership in the M&A and corporate governance space. For example, she co-authored an article for Corporate Secretary titled, “How COVID-19 is changing the general counsel’s leadership role,” in which she examined the roles and responsibilities of general counsel in the wake of the COVID-19 pandemic.
Lauren is a co-chair of the corporate subcommittee of the New York City Bar Association Sports Law Committee. Lauren received her J.D. from Harvard Law School and graduated from the University of Pennsylvania with a B.A. and The Wharton School with a B.S.
Describe your practice area and what it entails.
S&C’s M&A practice brings a rare combination of exceptional legal skill, judgment, creativity, and commercial sensibility to every representation. Being an M&A lawyer requires a diverse skill set and, at S&C, I’ve found that our M&A lawyers gain invaluable experience that enables them to be dynamic thinkers and make a significant impact on our clients’ strategic decisions. Through close collaboration across practice areas at S&C, we provide the legal insight necessary for our clients to pursue their business objectives, whether that be expanding, thinking of ways to grow strategically, restructuring their business, or selling the company. Our M&A lawyers are trusted advisors to our clients’ boards of directors and management teams, also advising on corporate governance, activism, and takeover defense matters.
What types of clients do you represent?
Our M&A group represents a broad range of companies across the industry spectrum, including consumer & retail, sports, media & entertainment, technology, healthcare, and utilities. This gives our lawyers the chance to work with a diverse client base, which brings a sense of excitement and a new learning opportunity with each deal. I’ve had the privilege of establishing relationships with companies like AMC Networks, AT&T, Diageo, and MSG Entertainment, which has enabled me to learn about different sectors in the market and explore my interests.
What types of cases/deals do you work on?
During my time at S&C, I’ve had opportunities to work on everything including public company sales, private company purchases, reverse Morris trust transactions, activism and takeover defense, minority investments, cross-border transactions, joint ventures, and everything in between. One of the first major M&A deals I worked on was Kraft Foods Group’s 2015 merger with the H.J. Heinz Company to create The Kraft Heinz Company. The breadth and depth of experience I received by being involved in such a high stakes matter so early on in my career contributed to my decision to become an M&A lawyer. I quickly realized that there is always something new and interesting to tackle with M&A work and that it could make for an incredibly fulfilling and dynamic career. I also spend a significant amount of time working closely with boards and general counsels on a variety of corporate governance matters, from board diversity metrics to risk oversight to how ESG considerations may factor into a potential investment.
How did you choose this practice area?
One of the benefits of the unassigned period at S&C—which all new lawyers who join our General Practice Group are part of for their first 18 months at the firm—is that you can use that time to try different types of work on an assignment by assignment basis. Coming into S&C, I knew that I wanted to be a transactional lawyer but I was not clear on which more discrete area of corporate practice would be the best fit for me. M&A had surprisingly been lower on my list of things that I expected to enjoy, but once I tried an M&A transaction I was immediately hooked. M&A is a truly collaborative practice, and I loved being part of the team and diving into the variety of work streams required to put the deal together.
What is a typical day like and/or what are some common tasks you perform?
There really is no typical day in the M&A practice at S&C, which requires me to embrace flexibility and is a big part of why I love what I do. Generally speaking, every day involves a variety of meetings—with clients, our internal S&C team, financial advisors, and opposing counsel—as well as reviewing agreements and other transaction documents. Leading an M&A team requires you to be incredibly organized and forward thinking in order to get in front of substantive issues and manage deal flow. S&C also places a strong emphasis on continuing education and firm culture, and many of my days also include practice group lunches, training programs, affinity group events and informal mentoring sessions, and social gatherings.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In my opinion, no particular class or subject area is critical to becoming a successful M&A lawyer—a lot of the training is on the job. That said, I would recommend taking the baseline Corporations class and any M&A-related classes your law school offers. Clinics and seminars led by practicing attorneys are also helpful to provide a more real-life perspective that is absent in traditional law school classes, even if it’s not M&A specific. Finally, if your law school is affiliated with a business school and you have the opportunity to take crossover courses, I recommend taking advantage of any classes that develop finance, accounting, and management skills, which are really useful background skills to have as a transactional lawyer.
What do you like best about your practice area?
I particularly enjoy the way that the M&A practice combines both legal and business skillsets. In order to be a successful M&A lawyer, it is important to be both technically legally savvy and to have a deep understanding of your clients’ business goals in order to achieve the best outcome for them as a strategic advisor. I also like the team camaraderie aspect of M&A—we collaborate closely with a number of other teams internally at S&C, the client, and the client’s financial and other advisors.
What misconceptions exist about your practice area?
One misconception is that there is a cookie cutter mold for getting a transaction done. While every deal has common themes to which you can apply your experience, each deal has its own unique considerations. Another misconception is that you are always going from one fast-paced deal to another without any downtime. S&C’s generalist approach allows me to work on a variety of matters at any given time, which helps achieve balance in my schedule.
What is unique about your practice area at your firm?
At S&C, we maintain a generalist approach even once you join a particular practice group. Our M&A lawyers gain a variety of experience in transactions that really run the deal making gamut. We are extremely collaborative, not only within the M&A group, but also with our colleagues across the firm whose expertise is vital to accomplishing a deal. Most S&C partners have also been with the firm for the entirety of their legal careers, which speaks to our commitment to our associates’ long-term development.
What are some typical tasks that a junior lawyer would perform in this practice area?
At S&C, junior lawyers are given substantive experience early in their careers. While there are certain tasks that all junior lawyers in M&A take on initially—such as running closing checklists or doing research assignments—those tasks provide junior lawyers with context for the bigger picture and give them a sense of the overall transaction workflow. S&C teams are leanly staffed, which means that junior lawyers work directly with the most senior lawyers on the team—including the partners—on different substantive work streams. This may include drafting term sheets, board resolutions and ancillary agreements, or assisting with the preparation of a board speech on directors’ fiduciary duties in considering an M&A transaction. I became the most senior associate on my transactions when I was a third-year associate, which was possible only because I obtained such substantive experience during my first and second years, which is typical for S&C associates.