The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Mimi Wu is a partner in Sullivan & Cromwell’s M&A group. She advises clients on a wide range of corporate matters, including public and private M&A transactions, restructuring transactions, governance matters, and financial advisory matters. She has represented clients across a number of sectors, including energy, healthcare and life sciences, consumer and retail, and industrials and manufacturing, and has been recognized in The 2024 Lawdragon 500 X—The Next Generation for her M&A expertise.
Mimi received her J.D. from Columbia Law School and MBA from Columbia Business School and graduated from Yale University with a B.A.
Describe your practice area and what it entails.
My practice focuses on M&A, where I have the opportunity to advise some of world’s most influential companies on a wide range of corporate matters. S&C is the top-ranked firm for global M&A over the past five years, and working on M&A transactions allows me to combine creativity with strategic and commercial sensitivity to help our clients achieve the best result. One distinguishing feature of S&C is that all of our lawyers are trained as generalists in many facets of corporate law. While my focus is on M&A, I’m able to work closely on multidisciplinary teams across all of S&C’s global offices and practices.
What types of clients do you represent?
As a member of S&C’s M&A group, I am able to advise clients on some of their most transformational deals across the energy, healthcare and life sciences, consumer and retail, and industrials and manufacturing sectors. Over the course of my career, I have represented Abiomed, Amgen, Biohaven Pharmaceuticals, C&S Wholesale Grocers, Enbridge, FTX Trading, Symbotic, United Rentals, and many other companies. S&C’s broad M&A client base includes large public companies, who we advise on industry-shaping deals, as well as smaller companies, who we counsel on strategically significant and complex matters.
What types of cases/deals do you work on?
I work on a variety of public and private M&A transactions in the healthcare and life sciences, energy, industrials, and technology industries. I also represent clients on M&A matters related to restructurings. Recently, I have advised
- Abiomed on its $18 billion acquisition by Johnson & Johnson, the largest all-cash medtech deal in history.
- Amgen on its $27.8 billion acquisition of Horizon Therapeutics and the approximately $1.9 billion acquisition of Five Prime Therapeutics.
- Enbridge on multiple transactions.
- FTX Trading in connection with multiple M&A deals.
- Symbotic on its approximately $7.5 billion new customer contract with GreenBox and its $5.5 billion merger with SVF Investment Corp.
How did you choose this practice area?
In the corporate group at S&C, we have an unassigned two-year period where people are able to try a little bit of everything. I tried M&A as one of my first practice areas and fell in love with it. I loved the work and the people I was working with, and I loved how M&A allowed me to be the first point of contact for both my clients and other lawyers within the firm on a matter. You are the first person the client turns to when they have any questions, whether about M&A or any other aspects of the deal. To be a sophisticated M&A lawyer you need to understand a little bit of executive compensation, a little bit of IP, tax, etc.—enough to guide your client and understand how all those areas fit into the broader transaction. In this way, M&A is a great area for people who want to continue to maintain a pretty broad and generalist practice.
On a macro level, I also love the strategic aspect of M&A. I feel like a really valued advisor for clients on transformational transactions at key points in their corporate history.
What is a “typical” day like and/or what are some common tasks you perform?
As most M&A lawyers will probably say, there is no one “typical” day. The tasks really depend on where you are in the phase of the deal. They might involve reviewing diligence reports, reviewing merger agreements and related ancillary documents, negotiating with counterparties, discussing all of those with the client, and so on. As you get more senior in the role, the amount of time you spend on certain tasks will shift, and you will spend more time advising and negotiating as opposed to reviewing the nitty gritty of diligence or putting together first drafts of agreements.
In general, as an M&A lawyer, even if you don’t know all of the details of the various tasks everyone is performing, you need a lot of facility at connecting the dots and knowing how, for example, something small that shows up in a diligence report can end up impacting the broader deal. You also need to be flexible and ready for your well-planned days to turn upside down in the blink of an eye. I’ve had days where a client gets an unexpected inbound takeover offer, and all of a sudden, I’m on calls with management and in a board meeting called on a few hours’ notice.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Though having a good base understanding of securities and corporate law—particularly to do public company M&A work—is useful, M&A is not necessarily the sort of area where you need to know a ton of “black-letter law” and have to take a certain slate of classes in law school.
I took an M&A seminar with some of our S&C partners as a 3L, which I found helpful because it really laid out the basic process of an M&A transaction. The class went through the different stages of a deal and main agreements that get negotiated at each stage, which was helpful to set the scene for understanding what a transaction looks like in an academic setting before being thrown into it on the job.
I also always like to recommend some sort of accounting or capital markets class. Day-to-day, we deal with purchase price adjustments, we need to translate accounting or evaluation concepts into legalese, and we need to understand company valuation because the economics of a transaction will drive the deal terms. You can, of course, learn accounting and valuation on the job, but having a good background is helpful to hit the ground running.
What misconceptions exist about your practice area?
I think the big misconception is that you’re going to come across people that are pound-the-table types and that everybody is going to be yelling all the time. Certainly, those negotiation styles still exist, but for the most part, M&A lawyers tend to be much more collaborative and commercial. Our clients want to get a deal done, and it ends up being more fun when you think about M&A as “trying to expand the pie for everyone,” not just trying to win at the detriment of long-term relationships. It ends up being a very team-based sport, both internally with the client and even with the other side.
How do you see this practice area evolving in the future?
AI will change how M&A is practiced. The speed at which we can review diligence, pull precedents, and figure out what’s “market” in the terms that go into an M&A deal will impact how we think about M&A. What it won’t change is the necessity of being creative. The deals that AI can’t help as much on are the ones that are going to be complicated, like cross-border transactions or joint ventures. I don’t think AI is going to change the practice to the point where we no longer need M&A lawyers; it will force us to be better M&A lawyers. We have so much more information at our fingertips, but it still needs to fit into the broader jigsaw of “How do you make this work in an increasingly tricky general political, regulatory, economic, or social environment?”
What kinds of experience can summer associates gain at this practice area at your firm?
We treat our summer associates just like we do our first years and give them as much substantive experience as we can with respect to seeing the bits of the deal and starting to get a sense of how M&A work evolves. This might involve doing due diligence, drafting basic documents, drafting an SEC disclosure document, or looking at disclosure schedules. It might involve also doing what we call a “defensive profile,” where we look at any publicly available information about a company to try to get a sense of what their takeover defenses are, what their bylaws say with respect to a takeover, what material contracts there are, etc. It might also be helping partners write articles about what we’re seeing in the market right now, trends in M&A, and different types of M&A deals. We really try to give our summer associates a breadth of experience of what they would be doing as a first-year associate.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
Honestly, you kind of have to steer into it. Part of the fun of M&A is the fact that it’s fast-paced and that you’re doing things that are really important for your client under some time pressure. Some of the most exhilarating times I’ve had on a deal are being elbow to elbow with a client at a negotiating table. I was once on a deal where we started negotiating on a Friday afternoon knowing that we had to sign and announce on Monday given the SEC disclosure requirements, and both sets of counsel and principals got into a conference room for three days and just got it done. You get a much better sense of your clients as people when you sit down with them, and being able to help channel a client’s stresses or frustrations into creative solutions or into results on a tight timeline is really rewarding. The fast-paced nature is something you embrace as part of the fun of being an M&A lawyer; you have to enjoy the fact that you might be surprised and have to react quickly.