The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Brittany Klinger is a partner in Willkie’s corporate and financial services department. Brittany’s practice includes advising clients in connection with public and private M&A, divestitures, joint venture transactions, and general corporate matters across a variety of industries. Brittany received both her J.D. and B.A. from Vanderbilt University and is admitted to the bar in the State of New York.
Describe your practice area and what it entails.
A significant portion of my practice focuses on advising private equity clients on a broad range of corporate transactions, including mergers, acquisitions, sales, investments, and joint venture transactions. I guide clients through all phases of a deal, from initial negotiations and due diligence to drafting definitive terms and implementing the deal. After a deal closes, I continue to support clients with ongoing portfolio company matters, such as corporate governance, employee-related changes, financing or capital raising transactions, and add-on investments.
What types of clients do you represent?
I represent a diverse range of clients, including private equity firms, public and private companies, family offices, and founders, which is emblematic of Willkie’s broad corporate client base. The work I do on behalf of my clients spans the entire private equity and M&A spectrum, from mid-cap to billion-dollar investments, and touches upon many industries. Throughout my career, I have worked on transactions in hospitality, manufacturing, financial technology, asset management, infrastructure, and retail, among other sectors.
What types of cases/deals do you work on?
I work on buy-side and sell-side transactions for private equity and other clients. On the buy side, clients may be participating in an auction process to acquire a company that is exploring a sale or may have a direct investment opportunity. On the sell side, I advise private equity clients who are selling all or a portion of their ownership stake in a portfolio company. Some deals that I’ve recently worked on for private equity clients include the sale of a majority ownership stake in a copper manufacturing company, a strategic partnership with a public cruise company relating to the development of cruise terminals, the acquisition of an infrastructure services company, a significant investment in a public paper company and an agreement for the investor to receive board representation, and the sale of healthcare- and education-based technology platforms.
How did you choose this practice area?
When I was in law school, I did not imagine I would end up working in private equity and M&A. After sampling different practice areas as a summer associate, I ultimately was drawn to the dynamic and collaborative nature of the M&A deal process. I enjoy the challenge of digging in through the diligence process to understand how a business operates and negotiating deal terms that serve my client’s best interests and reflect the overall spirit of the deal. Working with private equity clients is especially rewarding due to the expertise they bring to the process and sector-specific knowledge. It is also exciting to see how a particular transaction fits into a private equity firm’s overall business strategy.
What is a “typical” day like and/or what are some common tasks you perform?
Most corporate lawyers will tell you that no day is typical, but that’s what keeps things interesting. Depending on the stage of a deal, common tasks include preparing term sheets and letters of intent, working with advisors to structure a transaction, drafting and negotiating transaction documents, and reviewing diligence materials. The structure and risk profile of a transaction may require the involvement of teams from additional practice groups, and I often work hand in hand with our tax, finance, benefits, intellectual property, real estate, and litigation teams on different aspects of a deal. I am fortunate to be at a firm like Willkie, which has such a strong private equity platform across all practice groups.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Corporations, Securities Regulation, accounting, Tax, and M&A classes all could help provide foundational knowledge for a private equity and M&A practice. Any other internship or work opportunities that expose you to deal-related work or allow you to gain experience drafting or negotiating would be a plus. That said, law firms like Willkie offer invaluable on-the-job training and help attorneys develop the types of skills needed to succeed in a transactional practice through a mix of training and hands-on experience. Additionally, other important skills should not be undervalued: Strong communication and writing skills, attention to detail, organization, critical thinking, and teamwork are essential for success and will not go unnoticed by more-senior lawyers.
What is the most challenging aspect of practicing in this area?
As is often the case, the most challenging aspects of my practice are also the most rewarding. No deal is the same, and working with different types of private equity clients on a wide range of deals across different industries ensures that I am learning something new on every transaction. It is challenging to encounter new issues, but an important part of the practice is to learn how to grasp new concepts quickly and take advantage of your firm’s collective knowledge. Private equity and M&A work moves quickly, and there is a steep learning curve for new associates as they both become familiar with the deal process and grasp the substantive elements.
What misconceptions exist about your practice area?
Any stereotype about the type of person or personality who will succeed in this practice area is a misconception. A great piece of advice I received as a junior associate was to adopt practice techniques and strategies that I found effective from each lawyer I worked with but also to stay true to myself. There are many ways to be effective and successful as a private equity M&A lawyer: It is not a one-size-fits-all model, and each lawyer needs to find the style that best suits them.
What are some typical tasks that a junior lawyer would perform in this practice area?
Conducting due diligence, preparing due diligence reports, preparing and managing the transaction checklist, reviewing and preparing disclosure schedules to a purchase agreement, liaising with target company management, drafting ancillary agreements, forming entities, and coordinating aspects of the deal process.
Willkie staffs junior associates in our corporate group to one or more portfolio company teams, which offer early insight into the day-to-day support we provide to companies of private equity firms. These tasks range from preparing board resolutions to authorize corporate governance and other actions to assisting with equity issuances and add-on transactions and other post-closing items relating to the transaction.
What are some typical career paths for lawyers in this practice area?
In addition to growth at a law firm, many private equity firms have in-house lawyers who advise on general corporate or transactional matters. There also are positions related to private equity, M&A, and general corporate work at companies in any sector at any stage of the company life cycle. I have friends and former colleagues who practiced in private equity and M&A groups at law firms who now work for well-known private companies, as well as those who work in various private equity firms and public companies.