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The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Gavin Westerman is a partner in Weil’s Mergers & Acquisitions practice based in New York. With a practice focused on corporate restructurings, he regularly acts as counsel to companies, equity holders, creditor committees, and purchasers in chapter 11 reorganizations, out-of-court restructurings, and exchange offers. Gavin’s experience also includes representing public and private companies and private equity funds in connection with acquisitions and divestitures, both public and private, domestic and cross-border. He also counsels clients regarding general corporate matters, including reporting requirements, corporate governance issues, and other strategic considerations. Gavin earned his B.A. from the University of Pennsylvania and his J.D. from Columbia Law School.

Describe your practice area and what it entails.

I’m a partner in Weil’s M&A Group, with a practice focused on distressed M&A. Distressed M&A generally involves a company that is—or anticipates being—in financial distress and, as a result, may need to engage in a restructuring transaction. Unlike “traditional” M&A, where the transaction generally involves the sale or acquisition of an entire company or business, or a substantial investment in a company, a distressed M&A transaction can take many forms. While it can involve a sale of a company, it may also involve a chapter 11 filing, an asset sale, or a reorganization through which existing lenders take ownership of a company. And any of those transactions can be executed through a bankruptcy process or out of court. Needless to say, no two days are the same.

What types of clients do you represent?

My partner, Mariel Cruz, and I are the two M&A partners at Weil who focus almost exclusively on distressed M&A. She and I work closely with Weil’s preeminent Restructuring Department, which has been involved with some of the most significant bankruptcies of all time (too many to name). Our clients are both companies and creditors, including lenders that hold the company’s debt and negotiate a restructuring with the company. My experience involves representing large corporations undergoing multi-billion-dollar restructurings, corporations and private equity sponsors looking to purchase companies in distress, and ad hoc groups of lenders (often comprised of a combination of hedge funds, private credit funds, and traditional bank lenders) seeking to take ownership of a company through a restructuring process. Those activities can cut across many different industries, ranging from restaurant franchises, to supermarket chains, to energy companies, to health clubs, to apparel and accessory companies (and that’s a short part of the list).

What types of cases/deals do you work on?

Mariel and I typically don’t work on the traditional M&A engagements that Weil’s other M&A partners work on, and for which our top-tier M&A practice is so well-known. Our deals involve companies that are over-leveraged and in distress, and are looking for a way to solve their financing and liquidity issues, save jobs, and restructure their operations. Examples include the representation of Sears, where Weil’s Restructuring Department led Sears through its chapter 11 restructuring, including multiple sale transactions. Currently, Weil is representing Scandinavian Airlines in its restructuring process—another complex cross-border transaction involving attorneys from multiple offices. A few years ago, we represented Takata—a Japanese auto parts manufacturer involved in a complex cross-border restructuring involving a chapter 11 reorganization coupled with non-U.S. restructuring proceedings that literally covered almost the entire globe. As with restructuring matters in general, the Weil M&A and Restructuring teams, together with attorneys across multiple other practice groups, including Banking & Finance, Capital Markets, Executive Compensation & Benefits, Tax, and Technology & IP Transactions, worked hand-in-hand to effect a successful sale and reorganization.  

How did you choose this practice area?

I fell into it, to be honest. I was on the standard path of a public company M&A lawyer, with some private equity mixed in. As a sixth-year associate, I was asked to assist in a distressed M&A transaction with a partner with whom I had not previously worked. To my surprise, I ended up really enjoying the work and found opportunities to continue to work very closely with this partner—who became an important mentor. From there, one deal led to another, and before I knew it (ten years truly flew by), it had become my practice.  

Frankly, I was very fortunate to be put on that first distressed M&A assignment. It’s crucial for younger associates to understand that you never know where a career will take you. My advice is to seize every opportunity that you can—the learning curve of an attorney is incredibly steep, which is a very special thing, as it means that throughout your career you’re going to have opportunities to learn and to grow.

What is a typical day like and/or what are some common tasks you perform?

The work will vary depending on where you are in the transaction cycle. A day can involve attending internal team meetings, engaging in negotiations, participating in strategy sessions, and reviewing and revising documents. I also engage in a lot of non-M&A work. There are pro bono matters that I’m very involved in (which have ranged from asylum cases, to divorce cases representing abused women to forming non-profits). I also sit on Weil’s Professional Development Committee, Hiring Committee, and Professional Evaluation and Compensation Committee. Those things take time, but they’re very fulfilling.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

As noted above, the learning curve as an attorney is extremely steep. I’m not exaggerating when I say that I am still often learning new things even after almost 20 years of doing this. So, what does that mean for a young associate? First, embrace learning opportunities as much as possible. Really dig into assignments, both on the smaller pieces of a matter for which you are responsible and in the larger picture of what’s happening. Second, ask questions and try to find opportunities for more responsibility. Third, and perhaps most important, be present. Let people know you’re engaged and be around your team. Participating in a call or meeting is essential, but the five-minute team download right after the meeting can be even more meaningful—these more informal chats about what happened and what to do next are invaluable. I’d advise associates to make the most of that kind of team interaction. 

How do you see this practice area evolving in the future?

As our economy has become increasingly global, we have seen a continuing increase in cross-border transactions. That’s likely to continue, both in traditional M&A as well as distressed M&A. Those transactions and the resulting cross-border considerations are particularly interesting and complex. I feel fortunate to have such excellent colleagues across the board—working with our non-U.S. offices is truly seamless (despite the time differences). It’s really a “one firm” approach that makes Weil special.

What kinds of experience can summer associates gain at this practice area at your firm?

Having an opportunity to truly engage with a deal team is invaluable for a summer associate, as it’s a real opportunity to understand what a particular practice is about. At Weil, we treat summer associates as full-fledged members of our teams. I’ve had summer associates join the team in the office late at night to help get deals signed and documents finalized—that type of experience is both exciting and informative for a summer associate, as they see what it takes to work together as part of a deal team.

What opportunities for mentorship can a summer associate gain at your firm?

I’ve had the pleasure and fortune of having a mentor at Weil with whom I’ve worked for almost 20 years. That relationship has been invaluable—as I’ve developed in my career, I’ve been able to seek his guidance both professionally and personally, without hesitation. That’s something I’m always very appreciative of and have taken to heart in mentoring others. We love to see our associates thrive—mentoring is a key part of that and is emphasized to all attorneys. That mentoring begins with our summer program—each summer associate is assigned both an assignment coordinator and a social coordinator. These coordinators make sure that each summer associate not only receives the work opportunities they are looking for but also meets as many attorneys as they can. That is where mentoring opportunities begin—whether by going to lunch or coffee with a group of partners and associates or joining a deal team for a conference call—we want our summer associates to return to Weil feeling connected with our attorneys, many of whom will serve as their mentors.

How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?

Despite the intensity of particular moments, I try to step back. We get the lay of the land to address where things are and then, as a team, determine strategy. An issue rarely comes up that we haven’t encountered. At Weil, we have excellence across all of our practice groups and a culture that emphasizes collaboration, so that encountering a novel/challenging issue means that you will have a team of smart, engaged colleagues who are excited about finding a good solution. And who wants boring?