The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Recognized in 2021 by Chambers USA for her work in Private Equity and M&A, Rita-Anne O’Neill is a partner in Sullivan & Cromwell’s Los Angeles office and serves as co-head of the Global Private Equity Group. Her practice includes advising clients on M&A and securities offerings and providing general corporate advice on disclosure and governance. She has advised clients in a range of industries, including consumer and retail, financial institutions, healthcare and life sciences, industrials, telecommunications, and transportation.
Rita is a member of S&C’s Women’s Initiative Committee and co-chair of the ABA’s Women in M&A Subcommittee. She also serves as co-chair of the Tulane Corporate Law Institute, vice chair of the ABA M&A Committee, and co-chair of the ABA’s Acquisition of Public Companies Subcommittee. She is the co-founder and co-chair of the Women in M&A Network, a national network of senior women dealmakers focused on business generation. Rita is an active provider of pro bono legal services with a focus on education, foster youth, and animal rights.
Rita is a graduate of Wellesley College and Boston College Law School. Following law school, she clerked for the Honorable Norman H. Stahl on the Court of Appeals for the First Circuit.
Describe your practice area and what it entails.
As co-head of S&C’s Global Private Equity Group, my practice involves advising private equity firms, as well as parties transacting with private equity firms and their portfolio companies on their most high-profile and complex transactions globally. Our Private Equity practice is a recognized leader in the industry and is distinguished by its exceptional depth, its reliance on S&C’s hallmark multidisciplinary approach, and its broad geographic reach. As part of the Private Equity Group, my practice is integrated with S&C offices around the world and draws upon the firm’s preeminent global capabilities to advise on all types of private equity transactions. The breadth of these representations allows me to understand the viewpoints of all stakeholders in a private equity deal. I take a multidisciplinary approach to mergers, acquisitions, and dispositions of—and investments in—the full range of companies and businesses across industries.
What types of clients do you represent?
Consistent with the Private Equity practice at S&C, I have the privilege of advising prominent private equity firms on some of the largest, highest-profile transactions globally. I have extensive experience advising on all types and sides of private equity involving a wide range of industries, including consumer and retail, financial services, healthcare and life sciences, industrials, telecommunications, and transportation. I work with all investor types and risk profiles in traditional and non-traditional private equity transactions, from cross-border M&A to capital markets to complex real estate private equity transactions. Throughout my career, I’ve advised a number of clients in the private equity space, including Ares Management, Crescent Capital, Lion Capital, Oaktree Capital Management, and Ontario Teachers’ Pension Plan Board.
What types of cases/deals do you work on?
As co-head of S&C’s Global Private Equity practice, I advise a mix of high-profile private equity firms and prominent corporate clients. I spend a large part of my time working with private equity clients on the acquisition and investments side, and I’ve had the opportunity to develop long-standing relationships with a number of private equity clients that started at the beginning of my legal career, including Ares Management and Ontario Teachers’ Pension Plan Board. Spending a lot of time with one type of client has its advantages. S&C positions you to be a great generalist lawyer, trained in many facets of corporate law. Our lawyers gain invaluable experience that enables them to think strategically, distill key issues, and deliver practical legal advice. And in Los Angeles in particular, all of the General Practice lawyers do pretty much everything and benefit from exposure to a broad range of matters. Because the office is relatively small, our work is driven largely by the market and what’s busy. But, at the same time, there are opportunities to work in a particular market space. For me, private equity is that space. I enjoy working on a wide variety of transactions while having one area of particular focus.
How did you choose this practice area?
I like to say that the area sort of chose me. I did not know what I wanted to do when starting my career as a summer associate in S&C’s New York office, but I quickly got pulled in to work on an M&A transaction by my mentor. Goldman Sachs was buying a hotel, which was my first introduction into transactional work. I then started my career in LA and worked a lot with partner Alison Ressler, who does a lot of private equity work and with whom I co-chair the Private Equity group. I loved doing private equity deals, so I tried to get on as many of them as possible when I was an associate. I just kept working on more and more of them, which eventually developed into my practice.
What is a typical day like and/or what are some common tasks you perform?
I spend my day fielding questions from clients, associates, and specialists. In between that, I’m reviewing documents, sending comments to associates, discussing them, and then negotiating those documents with the other side. One of the most exciting parts of my practice is that I never know what the day will hold—it is almost always an adventure that I didn’t foresee when I arrived at work that morning.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Definitely take any background classes in corporations and anything on negotiations that you can find. Intro to Legal Accounting for Lawyers is also beneficial and is the one class that I regret not taking. You should also look for additional opportunities outside of law school. For example, I co-chair the “Women in M&A” Subcommittee of the American Bar Association, and we speak at law schools all around the country about trying to get women into the field of M&A. Lastly, you should try to absorb as much as you can about what’s going on in the world, whether it’s reading the Wall Street Journal or watching what’s going on in deals. Together, all of this provides additional, helpful background information for what it is that we do.
What is the most challenging aspect of practicing in this area?
The unpredictability of what we do can be a challenge. There is little visibility to when a new deal comes in, and when it does, it can often be fast paced during a concentrated period of time. Many people may view this change in plans as a negative, but I really enjoy the pace of deal work and the fact that—once a matter wraps up in a week or a month—I will have the opportunity to focus on something new. This can be quite different than other practice areas, such as litigation, where you may have good visibility into a case’s court schedule but can be working on that case for a much longer period of time.
What do you like best about your practice area?
Working with my clients and really getting to know what they are looking for in an acquisition. In private equity, financial buyers rely on us to be a part of the overall team, so we’re involved in all aspects of a transaction—including strategy and business discussions. The market is very competitive right now, so we are often working with our clients to make strategic decisions about which deal provisions in a purchase agreement to push for, how to phase due diligence so that we do not overwhelm (or annoy!) the target, and other tactical decisions. It is important to understand what your clients’ goals are and how to help them get that information out of the target in order to do a deal—and doing that well is very rewarding.
What misconceptions exist about your practice area?
I think there’s a misconception that private equity is more difficult than other practice areas, but I think it’s just different. You have to look at your personality and ask yourself, “What do you enjoy doing?” For me, I love new deals—learning about the client, the excitement of taking on something new, the satisfaction of signing. There’s a bit of an adrenaline rush when you’re working on a new deal in a high paced tempo, and I really enjoy that. Another misconception is that you travel all the time, but the reality is that most deals are done by phone and now by Zoom. The biggest misconception is that you need to have a background in business in order to do what we do. I’m an art history major with a minor in marine biology, so I am living proof that this is not true. I did not grow up in a family where the news was on all the time or the Wall Street Journal was on the kitchen table. A high-quality firm like Sullivan & Cromwell will teach you everything you need to know about private equity; we really pride ourselves on the “on the job training” that we offer. You learn everything by doing, and you don’t need to worry about knowing the lingo when you join us.
What are some typical tasks that a junior lawyer would perform in this practice area?
At S&C, whether you’re a junior lawyer or a summer associate, we try to give you as much responsibility as you can handle. We specifically hire people who are confident and comfortable telling us when they don’t know something, because we really do rely on junior associates to ask for help or more guidance on projects. It’s this kind of model that allows our associates to learn so quickly and for our summer associates to leave at the end of the summer feeling like they know exactly what we do. A typical junior lawyer will help with basic document drafting and with due diligence. A really outstanding junior lawyer will use due diligence as an opportunity to show that they have both good substantive skills and also good organizational and management skills. We’ll often involve junior lawyers in calls and negotiations.