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Mergers & Acquisitions

Overview

M&A attorneys represent companies that are the acquirers or the targets in acquisitions, mergers, joint ventures, minority investments, spinoffs and other similar transactions. Some attorneys in this practice area focus on either acquirers or targets, or on deals involving either public or private companies, while others work broadly across many types of transactions. Many M&A attorneys, especially at larger firms, specialize in private equity transactions, representing private equity firms in the acquisition or disposition of “portfolio companies.” The day-to-day work of M&A attorneys involves negotiating transaction terms, drafting and revising documents, performing due diligence, and overseeing compliance with applicable laws. Often M&A transactions involve specialized attorneys (finance, tax, executive compensation, etc.), and the M&A attorneys generally serve as the quarterback, supervising or organizing these specialists. Attorneys on both sides of M&A transactions are generally working toward the same goal of getting the deal completed, so often, the practice is not adversarial. M&A is deal-based, so the work can come in waves and often take place over holidays or at the end of the year. M&A attorneys generally have more opportunities to go in-house than litigators or specialist corporate attorneys, in part because they tend to be seen as more generalists, having had a hand in every part of a transaction.

Featured Q&A's
Get an insider's view on working in Mergers & Acquisitions from real lawyers in the practice area.
Andrew M. Wark, Partner—Corporate
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

My practice primarily entails representing clients in a wide range of mergers and acquisitions transactions, as well as advising clients on corporate governance matters. This includes both public company transactions, like advising the board of directors of a publicly traded company through the process of evaluating strategic alternatives and negotiating a sale of the company, and private M&A transactions, like advising a client on a strategic acquisition of a privately held business. My practice also includes minority investments and joint ventures, such as two parties with complementary assets or capabilities combining a portion of their business to leverage each other’s strengths or more efficiently operate complementary assets. The M&A practice touches on all aspects of structuring, negotiating, and implementing transactions—including recommending transaction structures, identifying and analyzing legal risks, communicating these risks to clients and recommending mitigation strategies, drafting transaction agreements and reviewing the terms of these agreements with clients, negotiating transaction agreements with counterparties, and implementing the necessary steps to close transactions (like preparing disclosure materials for shareholder approval processes). 

What types of clients do you represent?

I represent a wide range of strategic clients that are pursuing M&A opportunities. One of the strengths of Cravath’s M&A practice is that we have longtime clients who frequently engage in complex M&A transactions, including acquisitions, dispositions, minority investments, and joint ventures, and we have partnered with those clients for many years on their most important and challenging transactions. We always strive to be strategic partners to our clients and forge long-term relationships—when you know your client well and understand the nuances of their business and their objectives in pursuing a transaction, you can add real value by giving legal and strategic advice that helps them realize their ultimate objectives.

What types of cases/deals do you work on?

I represent buyers and sellers in all types of M&A transactions. Roughly half of the transactions I have recently worked on have a cross-border component—this often entails representing non-U.S. companies in acquisitions of U.S. businesses, but also includes representing U.S. companies in acquisitions or dispositions of non-U.S. businesses or representing companies in cross-border merger transactions. This type of work often requires advising clients on legal systems, and market practices for M&A transactions, that they are unfamiliar with. I find this particularly challenging because it requires us to distill complex concepts into clear, actionable advice to our clients so they can make informed decisions on issues they may be encountering for the first time. Working on matters in multiple jurisdictions also allows me to learn about new legal systems and the nuances of local practice in other jurisdictions. 

How did you choose this practice area?

I was drawn to M&A, particularly at Cravath, because of the wide variety of transactions involved and, therefore, the wide variety of skills and knowledge that M&A lawyers develop. Because clients seek our advice on their most complex transactions, no two matters are the same, and they look to us to provide practical advice tailored to their particular goals in each case, including explaining legal rules and risks in a clear manner and coming up with solutions to address those risks. My training as an associate at Cravath, and particularly the rotation system, was instrumental in building the skill set required for this role. As an associate at Cravath, you rotate between practice areas and groups roughly every 18 months. This allows associates to build a broad knowledge base and hone their critical thinking capabilities, and ultimately, it trains very well-rounded and creative lawyers. As an M&A partner, because the practice is so varied, I have the opportunity to continue this learning process on a daily basis.

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

Just like our clients and transactions, the life of an M&A lawyer is incredibly varied. My typical day starts with catching up on emails (usually from different time zones overnight) and then preparing for calls and meetings. The bulk of the day is often spent on conference calls or video conferences on transactions, including internal calls with the Cravath deal team to review open items, calls with clients to review agreements and walk through open issues, and negotiations with lawyers and principals on the other side of the transactions. Throughout the day, I also carve out time to review draft agreements or legal analyses. One unique aspect of the practice is that M&A lawyers often spend as much (if not more) time reviewing transaction issues with clients and advising on potential solutions as we do drafting or negotiating legal agreements.

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

The best advice I got as a law student is to take classes you are genuinely interested in, as you will get the most out of your education if you are fully engaged with the subject matter. I enjoyed taking classes with a hands-on element, like clinic courses and deal workshops taught by practicing M&A lawyers, which taught skills that could be applied day to day as corporate lawyers. I found those types of courses to be most impactful during my 3L year, after my summer associate experience at Cravath, as I could build on the skill set I developed at the firm and better understand the relevance of the skills being taught to the work of an associate. It is also important to develop a baseline understanding during law school of the doctrines most relevant to M&A lawyers—in my experience, Corporations was an excellent introduction to corporate law matters, including the seminal cases in Delaware corporate law, that inform aspects of the M&A practice, and Securities Regulation was an excellent way to develop a familiarity with the U.S. federal securities laws, which is important for advising U.S. public companies on a wide range of issues.

What are some typical tasks that a junior lawyer would perform in this practice area?

Our junior lawyers make meaningful contributions to deals very early in their careers. We staff our deal teams leanly, which creates opportunities for the most junior members to work directly with partners and clients on substantive matters. This includes working on drafting skills, which can be one of the most challenging areas of transactional work, by working on the main transaction agreements, preparing initial drafts of ancillary agreements, preparing closing documents, and preparing issues lists or summaries. As a junior associate, I learned that one of the best ways to understand how transaction agreements work is to draft issues lists summarizing open items in an agreement for the client. This exercise—which requires associates to have a strong grasp of the issues and helps them understand what each provision in the contract means, why it is included, and each party’s position on open issues—was an instrumental part of my development as a young lawyer.

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

I expect the pace of adoption of new technologies—particularly artificial intelligence tools—into the corporate practice to accelerate quickly in the next few years. Excitement about the potential of legal technology has led to increased investment in legal technology catering directly to the M&A practice, and the pace of innovation has increased as a result. Rather than displacing attorneys, I expect that legal technology will make us more efficient. As one example, I have seen increased adoption of AI tools that can expedite the review of large sets of contracts by identifying and extracting relevant provisions for lawyers to analyze (rather than having attorneys complete this process manually). No technology is perfect, and lawyers need to understand the limitations of the tools they are using and take responsibility for analyzing and interpreting information; however, if used correctly, these tools can help lawyers complete tasks more quickly for clients, freeing up time that they can spend doing more substantive legal work. 

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

Cravath’s summer associates are staffed in a similar manner as our first-year associates. Our summer program gives participants exposure to the life of a first-year associate and helps them gain substantive experience and familiarity with the type of work that we do, which helps them hit the ground running when they start their careers. While corporate associates are assigned to partner groups, summer associates are assigned to individual partners with whom they work on deals (along with other partners on the deal teams). This assignment system creates opportunities for individual attention and hands-on training and feedback so our summer associates get the most out of their time at the firm. We also find opportunities for summer associates to produce work products directly for partners in order to get meaningful direct feedback.

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

I was drawn to M&A partly because of the fast-paced nature of the work and the energy of high-stakes, high-profile transactions. When stakes are high, clients look for lawyers who can keep a steady hand and provide both clear, practical legal advice and strategic advice on how to navigate the deal dynamics to improve the outcome. To achieve that, we draw on our deep experience in complex transactions to help clients negotiate with counterparties and ultimately achieve their objectives. While the job can be demanding, clients are always highly appreciative of lawyers who can remain the voice of reason and guide them through their most difficult challenges, and it is very rewarding to have the opportunity to act as a strategic advisor to a client in a high-stakes matter.

Andrew M. Wark focuses his practice on public and private mergers and acquisitions, shareholder activism defense, and general corporate matters. He was named an M&A “Rising Star” by The Deal in 2021 and has been recognized by Lawdragon as among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.”

Andrew was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review. He joined Cravath in 2013 and was elected a partner in 2020.

Daniel Brass, Partner—Mergers & Acquisitions
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

We are typically brought in at a very early stage of a transaction and are often deeply involved in thinking through tactics to reach the endgame the client wants. The type of the potential transaction—for instance, a public deal, a private deal, or an auction—and the motivations of the various players are among the factors that make every situation different. We work with the company and other advisers to come up with the best strategy and game plan to ultimately deliver a successful transaction. 

A lot of my work involves cross-border transactions, doing M&A into and out of the United States. My practice gives me the opportunity to interact with people from many nationalities and cultures, and it involves a fair amount of international travel. 

What types of clients do you represent?

I primarily represent strategic clients—that is, companies engaging in mergers, sales, or other transactions as part of their corporate strategy—and less frequently represent funds and other investors engaged in M&A transactions. A lot of my clients are in the consumer retail space, including: 

  • cosmetics company Natura, 
  • consumer brands company Reckitt Benckiser, 
  • chocolate and confectionary maker Ferrero, 
  • brewer Heineken, 
  • travel retailer Avolta, and 
  • apparel and footwear company VF Corp.

What types of cases/deals do you work on?

I have recently worked on a number of acquisitions of family-owned companies, such as Ferrero’s acquisition of Wells ice cream, and a Ferrero affiliate’s acquisition of Jelly Belly. These deals bring a completely different dynamic and considerations into play, but they are really enjoyable given the historic and high-profile nature of the brands involved.

How did you choose this practice area?

As with most lawyers, it was somewhat by accident. M&A was the group I joined in my first rotation at my first firm. I enjoyed the work from the start and found it even more engaging as I progressed in my career and was given greater responsibility in the transactions I worked on. 

I enjoy the fact that my job is a constant series of negotiations and involves people, advocacy, and social skills as much as it does technical legal skills.

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

My day can involve back-to-back conference calls; day-long, in-person negotiations; or multiple hours reviewing long draft agreements. M&A work involves a constant juggling of important, time-sensitive tasks for clients. 

It also involves familiarity with other aspects of law and coordination with colleagues in other practice areas at Davis Polk. For example, I might consult with colleagues in the Antitrust, Executive Compensation, and Tax practices, and serve as the point person synthesizing our advice to the client in the context of the transaction.

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

First, I would say that presentation and advocacy skills are critical. A large part of the job is the negotiation, presentation, and explanation of legal points in a manner that can be fully understood by commercial teams without a legal background. 

Second, I would highlight timekeeping and time-management skills. A successful M&A lawyer will often have multiple transactions going on at the same time. You must constantly reassess the priority in which tasks should be completed to serve the needs of all your clients. 

What do you like best about your practice area?

I like being able to see the tangible results of my work. M&A has very concrete outcomes in the form of transactions which may be high profile and attract a lot of press coverage. Not every acquisition or combination ultimately turns out to be a success, of course. But over time, you hope to see lots of good results for clients. You get to watch companies grow and reshape with your help.

What misconceptions exist about your practice area?

I always try to disabuse people of the idea that M&A is a practice area that requires an aggressive personality. You can be a great M&A lawyer without raising your voice, getting angry, or banging on the table. In fact, the opposite is usually true. 

The most successful M&A lawyers are often those who have a calm manner under pressure, work constructively with the opposite side to find areas of agreement and opportunities for compromise, and focus on their clients’ most important commercial issues. At Davis Polk, these are attributes that we value and deliver to clients across all our practice areas, including M&A.

What are some typical tasks that a junior lawyer would perform in this practice area?

There is no such thing as a typical task, given the nature, timeline, and complexity of an M&A transaction. As a firm, we have a strong belief in giving people as much responsibility as they can handle at each point in their careers. 

Junior members of our M&A team can expect to be doing everything from due diligence to drafting and negotiating transaction documents, even very early in their careers.

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

The most valuable experience our summer associates gain is being a part of every aspect of an M&A team—from getting to do the underlying work, such as diligence and drafting, to witnessing firsthand our interactions with clients and negotiations with the other side.

Daniel advises U.S., U.K., and other global corporate and private equity clients on a full range of public and private transactions, including mergers, acquisitions, investments, joint ventures, collaborations, spinoffs, and restructurings. 

He was named a “Rising Star” in M&A by Law360 in 2019, and was named “Consumer, Retail, Food & Beverage Dealmaker of the Year (Large Cap)” by The Deal in 2021.

He has significant experience in multi-jurisdiction cross-border transactions, including matters for Clarivate, Ocado, and Reckitt. He has advised on numerous combinations in the consumer products and retail field, including for clients Dufry, Ferrero, Hudson, Natura, and VF.

Daniel also represents special committees and provides defensive and corporate governance advice.

Jenna E. Levine, Partner—Corporate
Wachtell, Lipton, Rosen & Katz

Describe your practice area and what it entails.

My practice involves representing public and private companies in a variety of transactions, including mergers and acquisitions, divestitures and carve-out transactions, spinoffs, and corporate governance matters. At any given time, I am usually involved in a mix of different types of matters in a variety of industries. Much of my work is transaction based, but an equally important part of my practice is working closely with clients on an ongoing basis to advise on shareholder relations, strategic considerations, and other important questions that arise as they operate their businesses.  

What types of clients do you represent? 

I represent public and private companies in a wide range of industries (including energy, technology, financial services, health care, retail and consumer products, and industrial services, among others).  

What types of cases/deals do you work on?

I work on mergers and acquisitions, spinoffs, carve-outs and other divestitures, formation of joint ventures, proxy contests and other corporate governance matters, and securities transactions. The mix of matters I’m working on at a given time is quite variable—at the moment, my active matters include multiple public company clients either spinning off or divesting certain of their respective lines of business, a proposed take-private transaction of a public company by a controlling shareholder, the defense of a public company against a hostile takeover proposal and proxy contest, the acquisition of a private company by a public company, and a capital management transaction for a private company.   

How did you choose this practice area?

I was relatively sure that I wanted to pursue corporate law when I started law school because I enjoy negotiating, working with a team, and problem solving. I spent my 2L summer at Wachtell Lipton, working on corporate matters but also doing a rotation in the litigation department to make sure I was exploring my options. I enjoyed that experience, but overall, my summer confirmed my expectations that corporate law was the best fit for me. I particularly liked that the corporate practice at Wachtell was so broad, and I wouldn’t have to choose a narrow area to focus on before I’d had the chance to try things out. The variety in my practice is one of the things that keeps it interesting, and I always feel like I get to challenge myself with new skills and questions.

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

I don’t really have a typical day or week, which is one of the reasons I enjoy my work as much as I do  The way I spend my time varies depending on what stage my matters are in, but one constant is that I spend much of my day on the phone, either working with clients to learn about their objectives and challenges and strategizing ways to address them, or negotiating with counsel for a transaction’s counterparty. I also do a lot of drafting transaction documents and working with other attorneys on our team to evaluate strategic options, corporate law or securities law questions, or structuring considerations with respect to corporate matters in various stages of development. 

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

Attorneys who succeed in the Corporate practice have a wide variety of backgrounds and skills before they join the firm. Personally, I think it is always helpful to have some work experience before law school if possible—it helps to ease the transition to working at a firm and lets you focus more on the substance of your work. It is also helpful to have taken one or more corporate law classes, even though you’ll do most of your learning on the job. Strong writing skills, people skills, and public-speaking skills are also important.

What is the most challenging aspect of practicing in this area?

The most interesting matters I work on are also often the most challenging—clients come to us with matters where there often isn’t a clear path forward or where, for whatever reason, the standard way of doing things won’t work. This requires a lot of creativity and a firm understanding of the rules we’re operating within so we can devise a solution that works and that meets the client’s needs.  

What do you like best about your practice area?

Getting to build relationships with my clients and work collaboratively with them to achieve their most important goals and address their biggest challenges is very fulfilling. Our clients trust us with complex challenges every day, and I take that responsibility very seriously. It is rewarding to get to see the results of my work, and the nature of the situations I encounter in my practice means that I never get bored.  

What misconceptions exist about your practice area?

I think some people believe that negotiations and M&A involve a lot of screaming and confrontation, and that is rarely the case (although it happens sometimes). I think people would be surprised at how respectful and collegial most people can be while still forcefully advocating for their clients’ interests.  

What is unique about your practice area at your firm?

The corporate practice at Wachtell Lipton is structured differently in a number of ways—we have a low partner-to-associate ratio and take a lot of pride in making sure that even our most junior lawyers develop a broad-based skill set and get real client exposure. My practice has looked very different at different times since I joined the firm—I started here during the financial crisis and initially spent a lot of my time working on transactions to help clients manage their liabilities and weather the difficult economy. During other periods, I’ve found myself focusing on proxy contests, spinoffs, or public M&A because those are the types of transactions my clients were pursuing or the challenges that they were facing in those periods.

Jenna E. Levine is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate department. She focuses on mergers and acquisitions, corporate governance, and capital markets transactions. Jenna received a B.A. from Dartmouth College in 2001. She completed a J.D. in 2008 at Columbia Law School, where she was a Harlan Fiske Stone Scholar, received the Paul R. Hays Prize in Civil Procedure, and served as online editor of the Columbia Law Review.

Gavin Westerman, Partner—Corporate
Weil

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?

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.

G.J. Ligelis Jr., Partner—Corporate
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

My practice primarily entails representing clients on public and private mergers and acquisitions transactions. That covers a broad range of different M&A matters, such as advising a company on its acquisition of a privately held business to integrate into its own operations, guiding the board of directors of a publicly traded company through the process of agreeing to sell the company and obtaining approval of its shareholders, and negotiating minority investment or joint venture structures. At Cravath, we are not only legal advisors but also serve as strategic partners for our clients—helping them work through the web of legal, commercial, and interpersonal complexities to achieve their business objectives.  

What types of clients do you represent? 

Over the years, I have focused my practice on advising both U.S. and non-U.S. companies on cross-border and international M&A transactions. On top of the usual challenges of an M&A deal, I have always enjoyed the added complexity of navigating the different legal systems, customary practices, and business cultures that these deals always present. My clients are typically large, multinational corporations that pursue M&A opportunities in countries around the world and that will involve Cravath in the transaction whenever we can bring our U.S.-based expertise to bear or add value to the deal team through our cross-border and international experience.

What types of cases/deals do you work on? 

The most frequent fact pattern for M&A transactions that I work on are non-U.S. companies pursuing sizeable acquisitions of U.S.-based businesses to further expand their presence in the United States or exposure to the U.S. market. Sometimes these transactions are the first large-scale acquisition that the client has done in the United States, which allows me to help educate and guide them through the M&A process here, as there are nuances to the way these deals get done in every different country. For example, while directors of publicly traded companies in any jurisdiction will usually owe fiduciary duties to their shareholders, the specific way in which those fiduciary duties are scoped and defined through decades of case law in Delaware may be new for a non-U.S. company and important to how they calibrate their approach and positions in the negotiation. In the past few years, I have represented clients based in the United Kingdom, the Netherlands, Switzerland, France, Mexico, Dubai, Australia, and Tanzania on inbound acquisitions in the United States. 

How did you choose this practice area?

One of the key reasons I chose to come to Cravath was its rotation system for associates. Throughout your entire time as an associate, you rotate to different practice areas every 15-18 months. For me, this was such an important part of my development as a lawyer. It not only exposed me to a range of different substantive areas of law and types of deals, but also allowed me to work with almost every single partner in the firm’s Corporate Department and to learn from each of their approaches to negotiating agreements, addressing clients’ needs, and managing deal teams. Certain rotations are great for developing your drafting skills, while others push you to grow your transaction management skills and others will help you learn to be commercial and practical in order to get the deal done. While I had a hunch that M&A would ultimately be the practice area I’d gravitate toward, I was well into my fifth rotation when I finally decided that M&A was where I wanted to land for my career.

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

One of my favorite aspects of an M&A practice (also true for most transactional practices) is that it perfectly combines interactive and social tasks with more cerebral and intellectual elements. A typical day starts with working my way through the emails that came in from clients and other parties to a deal in different time zones—one of the benefits of an international, cross-border practice! Most of the day is then taken up with phone calls and video conferences. In those meetings, I may negotiate an agreement with the lawyers on the other side of the deal, walk the client through some challenging decision on the transaction, or work with other partners and associates on the team. Once that slows down, I’m able to close my door and focus on reviewing a markup of one of the transaction documents or digging into some detailed legal analysis we have put together for the client. I love that I’ve found a profession in which I can fully exercise many skills in a single day.

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

My general recommendation to law students is to take the classes that you really enjoy and take advantage of all of the different intellectual pursuits at your fingertips. That being said, the courses that I found the most relevant and applicable as a corporate lawyer were my Negotiations Workshop and the several other classes and clinical projects I took on in that field. One of those classes was a joint law and business school class in which students from both disciplines worked through various negotiation exercises in a way that is very much replicated in real practice. Also, if you do not already have at least some background in math, finance, or accounting (as was the case for me), I would recommend spending a course or two learning some of the basics of corporate finance and/or accounting while in law school. Transactional lawyers use those skills every day.

What misconceptions exist about your practice area?

I think the biggest misconception about M&A is that it is a cutthroat environment that rewards antagonism—in fact, that could not be further from the truth. While every M&A lawyer needs to have a broad toolkit of styles and methods to interact with their counterparties on the transaction, it is almost always the case that an approach of prioritizing constructive engagement, finding mutual understanding, and establishing a good working relationship built on trust and respect will lead to the best results. At the end of the day, we’re all trying to craft a transaction that makes sense for both sides that will ultimately need to agree for the deal to close.

What are some typical tasks that a junior lawyer would perform in this practice area? 

Speaking from my experience as an associate and now a partner at Cravath, junior lawyers have a lot of responsibility on our M&A deals. They are our first line of defense for answering critical questions on the transaction, such as: Will the counterparty to this key commercial contract of the target company be able to walk away if we buy them? Would the U.S. securities laws allow us to disclose the transaction in this way as opposed to the typical approach? Do we need the approval of the target company’s shareholders to do this, and if so, how much of the vote would that require? Our more senior lawyers will, of course, weigh in on these questions as well, but it is often the junior lawyers’ responsibility to come up with an initial answer. I’ve also found that junior M&A lawyers get many opportunities to start working on drafting skills early in their career. Drafting well (both for legal agreements and for clear and concise client advice) is an area of our practice that will take years to fully master, and M&A provides the ability to start honing those skills on ancillary agreements, closing documents, checklists, slide presentations, issues lists, and many others.

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

At Cravath, our summer associates are assigned to an individual partner and work on their transactions throughout the summer. While summers will work with other partners and associates in the course of those transactions, this system provides for a level of individualized attention and training. We staff our summer associates in very much the same manner as our first-year associates. That means they get the same type of responsibility and assignments as they will when they arrive back here after graduation and get a real sense of the type of work we do. We also always make sure that some of their written assignments come to their assigned partner without prior review by other associates, which provides a great opportunity for direct feedback that helps them learn and grow.

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

At the end of the day, the only way to succeed as an M&A partner is to take on your clients’ objectives and priorities as your own. At Cravath, we become a seamless part of our clients’ internal team and work arm in arm to get the transaction across the finish line. Quite frequently, we have more experience in these particular types of transactions than they do, so it is a big part of our responsibility to help our clients pace the transaction appropriately and pay close attention to the deal dynamics, ensuring they are not moving too quickly to allow for careful deliberation or moving too slowly and risking the transaction slipping away. There will always be hectic and stressful stretches on M&A deals, especially in the push to sign up and announce a transaction—but one of the best services we can provide is to be a voice of calm and reason amid those stretches.

 

G.J. Ligelis Jr. is a partner in Cravath’s Corporate Department. He advises on public and private mergers and acquisitions, corporate governance, and general corporate matters. His M&A practice has a particular focus on cross border transactions. 

G.J. was named a “Dealmaker of the Year” by The American Lawyer in 2021.He has also been recognized for his work in mergers and acquisitions by IFLR1000 and was named as one of the “500 Leading Dealmakers in America” by Lawdragon. He is a member of the International Bar Association.

G.J. was born in New York. He received an A.B. magna cum laude in History with a Certificate in East Asian Studies from Princeton University in 2006, where he was elected to Phi Beta Kappa, and a J.D. cum laude from Harvard Law School in 2009, where he was the President of the Harvard Association for Law and Business. He joined Cravath in 2009 and was elected a partner in 2017.

Daniel Brass, Partner—Mergers & Acquisitions
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

We are typically brought in at a very early stage of a transaction and are often deeply involved in thinking through tactics to reach the endgame the client wants. The type of the potential transaction—for instance, a public deal, a private deal, or an auction—and the motivations of the various players are among the factors that make every situation different. We work with the company and other advisers to come up with the best strategy and game plan to ultimately deliver a successful transaction.

A lot of my work involves cross-border transactions, doing M&A into and out of the United States. My practice gives me the opportunity to interact with people from many nationalities and cultures, and it involves a fair amount of international travel.

What types of clients do you represent?

I primarily represent strategic clients—that is, companies engaging in mergers, sales, or other transactions as part of their corporate strategy—and less frequently represent funds and other investors engaged in M&A transactions. A lot of my clients are in the consumer retail space, including cosmetics company Natura, consumer brands company Reckitt Benckiser, chocolate and confectionary maker Ferrero, brewer Heineken, affiliated travel retailers Dufry and Hudson, and apparel and footwear company VF Corp.

What types of cases/deals do you work on?

One recent cross-border transaction was the acquisition by Natura, which is based in Brazil, of worldwide beauty company Avon. That involved aspects of Brazilian, U.S., and U.K. law. I also work on a fair number of complex carve-out transactions. These are deals in which one company buys a business unit from another company, where that business is often significantly intertwined with other businesses of the seller. For example, in recent years I have worked on a series of transactions in which Ferrero bought subsets of businesses from other companies, including its acquisition of Nestlé’s U.S. confectionary business.

How did you choose this practice area?

As with most lawyers, it was somewhat by accident. M&A was the group I joined in my first rotation at my first firm. I enjoyed the work from the start and found it even more engaging as I progressed in my career and was given greater responsibility in the transactions I worked on. I enjoy the fact that my job is a constant series of negotiations and involves as much people, advocacy, and social skills as it does technical legal skills.

What is a typical day like and/or what are some common tasks you perform?
My day can involve back-to-back conference calls; day-long, in-person negotiations; or multiple hours reviewing long draft agreements. M&A work involves a constant juggling of important, time-sensitive tasks for clients. It also involves familiarity with other aspects of law and coordination with colleagues in other practice areas at Davis Polk. For example, I might consult with colleagues in the Antitrust, Executive Compensation, and Tax practices and serve as the point person synthesizing our advice to the client in the context of the transaction.

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

First, I would say that presentation and advocacy skills are critical. A large part of the job is the negotiation, presentation, and explanation of legal points in a manner that can be fully understood by commercial teams without a legal background. Second, I would highlight timekeeping and time-management skills. A successful M&A lawyer will often have multiple transactions going on at the same time. You must constantly reassess the priority in which tasks should be completed to serve the needs of all your clients.

What do you like best about your practice area?

I like being able to see the tangible results of my work. M&A has very concrete outcomes in the form of transactions which may be high profile and attract a lot of press coverage. Not every acquisition or combination ultimately turns out to be a success, of course. But over time, you hope to see lots of good results for clients. You get to watch companies grow and reshape with your help.

What misconceptions exist about your practice area?

I always try to disabuse people of the idea that M&A is a practice area that requires an aggressive personality. You can be a great M&A lawyer without raising your voice, getting angry, or banging on the table. In fact, the opposite is usually true. The most successful M&A lawyers are often those who have a calm manner under pressure, work constructively with the opposite side to find areas of agreement and opportunities for compromise, and focus on their clients’ most important commercial issues. At Davis Polk, these are attributes that we value and deliver to clients across all our practice areas, including M&A.

What are some typical tasks that a junior lawyer would perform in this practice area?

There is no such thing as a typical task, given the nature, timeline, and complexity of an M&A transaction. We as a firm have a strong belief in giving people as much responsibility as they can handle at each point in their careers. Junior members of our M&A team can expect to be doing everything from due diligence to drafting and negotiating transaction documents, even very early in their careers.

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

The most valuable experience our summer associates gain is being a part of every aspect of an M&A team—from getting to do the underlying work, such as diligence and drafting, to witnessing firsthand our interactions with clients and negotiations with the other side.

As a partner in Davis Polk’s Mergers & Acquisitions practice, Daniel advises U.S., U.K. and other global corporate and private equity clients on a full range of public and private transactions, including mergers, acquisitions, investments, joint ventures, collaborations, spinoffs and restructurings. 

Daniel has significant experience in multi-jurisdiction cross-border transactions, and has advised on numerous combinations in the consumer products and retail field. He also represents special committees and provides defensive and corporate governance advice.

In 2021, Daniel was named “Consumer, Retail, Food & Beverage Dealmaker of the Year (Large Cap)” by The Deal. In 2019, he was named a “Rising Star” in M&A by Law360, and he was recognized at the Euromoney Legal Media Group Americas Rising Star Awards for his work on Shire’s $62 billion acquisition by Takeda, which was named a “Deal of the Year.”

A native of Scotland, Daniel earned an M.A. in Law from the University of Cambridge. He joined Davis Polk in 2012 from Slaughter and May and was elected partner in 2017. 

Chrissy Metcalf, Partner—M&A
O'Melveny & Myers LLP

Describe your practice area and what it entails.

In my M&A practice, which is a vast majority of my overall practice, I represent both buyers and sellers in a wide range of industries. Most of the M&A transactions I work on involve a private equity (PE) fund or a PE-backed company on one or both sides of the transactions. The typical PE model is to buy a company and then grow it organically or via add-on acquisitions, while also implementing operational improvements to increase the company’s overall profitability, with the ultimate goal of increasing the value of such company before selling it or taking it public. Over the years I have started to do more corporate (or strategic) buy-side transactions where the buyer is usually a large existing business that isn’t looking to be sold but is instead looking to grow for strategic reasons, either by increasing their product or service offerings or expanding existing capabilities via acquisitions. The last portion of my M&A practice is related to sell-side engagements, where I will be brought in as special M&A counsel to a company that I have never worked with before, often through an introduction by an investment bank.

What types of clients do you represent?

I represent private equity funds and their portfolio companies, as well as public and private companies wanting to grow via acquisitions or that are looking to be sold. I also represent some independent sponsors and investors. Most of the transactions I work on are private, so there is often no public record that we have worked for the client or that the transaction has even happened.

What types of cases/deals do you work on? 

On the PE side, I work with a fund when it initially buys a new company, guide them in add-on acquisitions for that company while they own it, and then represent them if they sell it. For corporate/strategic clients, I work with them on transactions as they find new acquisition targets. My sell-side work may also include post-closing engagements, where I continue doing corporate work and/or M&A transactions for some or all of the combined business. As a recent representative public example, I advised Matador Resources Company, an independent energy company, in the acquisition by one of its wholly owned subsidiaries to acquire Summit Midstream Permian, LLC, which owns the Lane Gathering and Processing System of Summit Midstream Partners, LP, for $75 million. As a recent representative private example, I advised Dataprise, a Trinity Hunt Partners portfolio company that is a premier provider of managed IT infrastructure services and cybersecurity solutions to strategic IT leaders nationwide, in its acquisition of California-based managed service provider Reboot Networks.

How did you choose this practice area?

I chose M&A after a bit of a journey, both literally and figuratively. I went to law school certain that I wanted to be a tax lawyer. I had an accounting degree and thought that tax law was the clearest path for me. Then, during my 2L summer, I split my summer between tax in New York and corporate/M&A in London. I quickly realized during my time in tax that it was not the best fit for me, but then I went to London for the second half of my summer and immediately felt at home in the corporate/M&A group. After law school, I started my career in London before lateraling to a firm in Dallas, Texas. That move was for personal reasons, as I wanted to be closer to my family and friends, but I also was determined to get more traditional U.S.-based M&A experience, which is exactly what I got in the move.

What is a typical day like?

I literally never have two days that are the same, which is one of my favorite things about M&A! Some days I’m on video or phone calls all day and other days I spend all day drafting or reviewing/revising documents. Collaboration, both internally and externally, is very important in M&A, so unless I’m intensely focused working on complex drafting, I am almost always in communication with someone via email, phone, video, text, or in person. M&A transactions involve a ton of moving parts—whether it’s different issues that come up during the course of the transaction, a large number of documents that need to be drafted and negotiated, or more email and other communications than can be counted. My job is making sure that we understand all those moving parts while also making sure that everything gets done and nothing gets missed. “Herding cats” is the most accurate term I have found to describe running M&A transactions, especially in the last couple of weeks before a deal is scheduled to close.

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

Overall, any sort of a business background is helpful if you are interested in M&A. That being said, it absolutely isn’t required and is something that you can learn on the job. If you have a specific industry you are most interested in, a technical background can also be very helpful. For example, I do a lot of healthcare M&A and an associate on my team has a healthcare background that has been helpful on a number of occasions. More law schools are offering M&A practicums these days, so I would absolutely recommend that law students interested in M&A try to get involved in such a program at their law school, if one is offered, or suggest to their school that they start such a program if they don’t have one already. 

What do you like best about your practice area?

My favorite thing about M&A is that usually all parties are working toward a common goal. While there are at least two parties with differing interests in each transaction, there is usually the common goal of wanting to get a transaction completed. Due to that dynamic, even negotiations with other parties in M&A transactions are, in a sense, collaborations. Ultimately, if counsel on both sides can’t reasonably work together to find common ground or work together to propose reasonable solutions where there is no common ground possible, then a deal won’t get completed—and that isn’t good for either side. I love being able to bring value to our clients every day by being practical, business minded, and focused on their ultimate goal of getting the deal done.

What misconceptions exist about your practice area?

I think some people perceive all corporate transactional practices, including M&A, as not “real” lawyering since we don’t go to court. While my days definitely don’t look anything like what one might see on Law & Order, M&A is no less challenging or fulfilling for someone like me who thrives on adding value, collaboration, and working toward a common goal. What I view as the core functions of a lawyer—being a strong advocate for one’s clients, providing top quality legal advice, and being a precise verbal and written communicator—are things I do every day. The format in which I do those things are just different from my litigation colleagues.  

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

I think the continued evolution and improvement of AI-enabled software products will cause the M&A practice to evolve in positive ways in the not-too-distant future. As clients continue to push M&A attorneys—and all attorneys—to find ways to be more efficient and add value, how M&A attorneys spend our time, in particular at the more junior levels, will evolve.

What are some typical career paths for lawyers in this practice area?

I think M&A lawyers have more career options than some might think given the breadth of knowledge we gain through our work. Private practice at a law firm is always an option, and an M&A practice can fit well at any size law firm. A lot of people also decide to go in-house and practice M&A within a private equity fund or at a company. Others go in-house but provide commercial legal services in support of internal business units. Some become general counsels or other similar roles at private or publicly traded companies. There are also those who leverage their legal M&A experience to take on more operationally or strategically focused positions at a company. Many former M&A attorneys no longer practice law at all but instead go on to become business executives. There is definitely no shortage of possible paths for attorneys with M&A experience!

Chrissy Metcalf, Managing Partner of O’Melveny’s Dallas office, represents buyers and sellers in M&A transactions, including cross-border deals. Chrissy advises public and private companies, institutional investors, private equity funds, and independent sponsors on M&A transactions as well as a broad range of corporate, organizational and governance matters, including, but not limited to, joint ventures and financings. Chrissy has advised companies ranging in size from startups and other privately held companies to Dow 30 and Fortune 150 corporations. Super Lawyers® has named Chrissy a “Texas Rising Star” in its Mergers & Acquisitions category each year since 2016, and she was named to D Magazine’s 2020 and 2021 “Best Lawyers Under 40” list and 2022 “Best Lawyers in Dallas” list.

Scott Barshay, Corporate Department Chair • Andrew Krause, Partner—Corporate
Paul, Weiss

Describe your practice area and what it entails.

Scott: My practice focuses on advising companies and boards on mergers and acquisitions, activist defense, and other corporate and crisis management matters. If you’re a trusted M&A lawyer, you don’t just execute deals. In addition to giving M&A advice, I strategize with my clients on how to achieve their larger business objectives and provide guidance on other important matters that come up day to day. In helping clients creatively problem-solve, I coordinate with many experts across the firm—lawyers who specialize in executive compensation, tax, IP, and litigation, among others.

Andrew: I made partner in January 2023 and work with Scott on M&A transactions, joint ventures, and other large corporate transactions. I agree that M&A is definitely a team sport, and the strength of the Paul, Weiss team across the board is what allows us to deliver the best advice to our clients. I also agree with him on creativity—if a client comes to us with something that has never been done before, we are incredibly driven to make it happen.

What types of clients do you represent? 

Scott: Our M&A practice represents many of the world’s largest public companies and private equity firms, financial institutions, and investors on their most important mergers and acquisitions. Our clients include ADP, Aptiv, Amazon, Apollo Global Management, Baker Hughes, Brookfield, Carrier, Chevron, Estée Lauder, General Atlantic, General Electric, General Motors, Global Infrastructure Partners, Goodyear, Honeywell, Etsy, IBM, Inspire Brands, KKR & Co., KPS Capital, Kraft Heinz, MacAndrews & Forbes, Merck, McDonald’s, Oak Hill, Qualcomm, Restaurant Brands International, Roark Capital, Rocket Companies, Teladoc Health, TPG, 3G Capital, and many others.

What types of cases/deals do you work on? Please feel free to share actual
cases/deals.

Scott: I’m currently helping General Electric separate through spin-offs of three global public companies focused on aviation, healthcare, and energy. Prior to that, I advised on GE’s $30 billion combination of its GECAS jet-leasing unit with AerCap and its $21 billion sale of its BioPharma business to Danaher. I recently led Chevron’s $3 billion acquisition of Renewable Energy Group and its $13 billion acquisition of Noble Energy.

I also recently advised Global Infrastructure Partners and KKR in the $15 billion acquisition of CyrusOne and QTS Realty Trust on its $10 billion sale to Blackstone. I have worked with IBM on many deals throughout my career, including on the spin-off of its managed infrastructure services business into a new public company, Kyndryl, and on its $34 billion acquisition of Red Hat. In 2021, I helped Merck complete its $11.5 billion acquisition of Acceleron Pharma.

Another part of my practice is defending clients facing significant activist hedge fund threats. Recently, I represented McDonald’s in its successful proxy fight with activist investor Carl Icahn.

Andrew: At Paul, Weiss, there are tons of opportunities to be involved in high-profile matters. I’m currently partnering with Scott on the GE spin-offs, and I handled two important deals for Amazon announced this summer—its acquisitions of One Medical and iRobot. Recently, I advised Nuance Communications on its $19.7 billion sale to Microsoft and private equity firm 3G Capital on its $7.1 billion acquisition of Hunter Douglas. I also helped Qualcomm on its very complex $4.6 billion transaction involving automotive tech company Veoneer.

How did you choose this practice area?

Scott: After working as a summer associate, I knew that I wanted to be a corporate lawyer. Early in my career, I tried multiple areas of corporate law and liked them all, but I thought M&A was in a class by itself, at least for me. The problem-solving nature of the practice was exciting, and I thrived working on negotiations and strategic aspects of deals. It’s been nearly 30 years since my first M&A deal, and I still love the work.

Andrew: I gravitated toward M&A early on because the deals were so exciting, fast paced, and diverse. I work with clients who are making bold, high-stakes decisions for their businesses, and it’s extremely gratifying to shepherd them through to the other side and close the deal.

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

Scott: Every day is different, but the common denominator is that I am always looking for solutions to business problems. I spend half the day focused on issues relating to M&A deals—both live and prospective—and a good portion focused on shareholder activism. The rest of my day is dedicated to troubleshooting any number of issues that may arise—from employee-related matters to governance issues.

My team is also very important to me, so I make sure to carve out time to mentor junior partners and associates. I’ll often invite associates to listen in on important negotiations with clients, so they can see how those conversations are handled early in their careers.

Andrew: In M&A, there really is no typical day. One day I could be engaging in negotiations with the other side on a purchase agreement, the next drafting contracts, and the next planning the logistics of closing a transaction.

Since our roles aren’t siloed here, I often coordinate with lawyers from other practice areas in the firm to get a deal done, including intellectual property, executive compensation, and finance lawyers, among others. Senior associates and junior partners are often tasked with quarterbacking deals, and it can be really exciting to coordinate with a huge number of clients, bankers, and other lawyers in driving the deal forward.

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

Scott: As a corporate lawyer, you do a lot of learning on the job, but if you want to hit the ground running, the most important thing you can do is gain context around the business world. I suggest regularly reading The Wall Street Journal, the Financial Times, and The Economist, and watching “Squawk on the Street” on CNBC. If you educate yourself, you will be able to understand the language that both lawyers and clients speak. I also recommend taking law school classes on corporations, M&A, and securities law.

Andrew: There is no substitute for actual deal experience and, as Scott mentioned, the most fundamental training for M&A work is what you learn on the job. Because of this, Paul, Weiss makes a tremendous effort exposing young lawyers to deal work and getting them up to speed as fast as possible. Law school classes on corporations and securities litigation are fundamental. I also recommend selecting law school classes in other adjacent areas, based on your interest—for example, antitrust, bankruptcy, or tax, which can give you a foundation for spotting issues and consulting with practice experts on deals.

What do you like best about your practice area?

Scott: The best part of practicing M&A at Paul, Weiss is the incredible group of people I work with every day. We have the best associates, partners, and clients in the world.

Andrew: I also love working with our amazing team. Beyond that, M&A law, along with the deal market, is frequently shifting and changing, and it never feels like I’m doing the same deal twice. Paul, Weiss has a very large, diverse client base with a range of needs and interesting challenges, so I usually have multiple matters going on at once, which is exciting and means I’m always learning. And every few months when a deal closes, I look forward to taking on a new challenge.

What is unique about your practice area at your firm?

Andrew: Our M&A lawyers are counsel to some of the world’s biggest, most sophisticated public and private equity clients. The transactions we work on are high profile and absolutely cutting edge. Something particularly unique is that Paul, Weiss has incredible strength in both public company and private equity M&A. This gives associates opportunities to work and learn skill sets across both of these areas.

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

Scott: Summer associates at Paul, Weiss are considered part of the team and given real responsibility. They gain access and exposure to our biggest, most transformative deals. I’ve had summers sit in my office and listen in on important calls, discuss how to negotiate deals, and come up with legal tactics. I’ve had summers come up with ideas and solutions that no one else thought of—you just never know. Our program provides the perfect opportunity for law school students to experience the full gamut of what M&A lawyers do and determine if this is where they see themselves thriving.

Andrew: Our summer associates benefit from a truly well-rounded, immersive learning experience. In the M&A practice, we go out of our way to ensure summers are deeply involved on deals. In addition to gaining substantive drafting skills, summers are given frequent opportunities to sit in on major negotiations, board calls, and team meetings to observe in real time how a transaction unfolds.

What misconceptions exist about your practice area?

Scott: One misconception is that you have to have a certain type of personality, background, and negotiation style to be a successful M&A lawyer. Nothing could be further from the truth. M&A requires lawyers to approach a problem from multiple angles and find the best possible solution. A strong, successful M&A team has lawyers from a variety of backgrounds with diverse perspectives and experiences who all contribute towards the larger goal of finding the most effective solution for the client. At Paul, Weiss, we believe this diversity of thought, background, and experience is not only incredibly valuable, but essential to innovative lawyering and problem solving.

Scott Barshay is the chair of the Paul, Weiss Corporate Department. Widely recognized as one of the country’s leading M&A lawyers, Scott advises clients in their largest and most important M&A transactions and activist defense and corporate matters. He has received many awards and recognitions for his work, including from the Financial Times, the National Law Journal, The New York Times, The Wall Street Journal, and many others. Recently, MergerLinks ranked Scott as the “Top M&A Lawyer in North America” by deal value, and The American Lawyer named Scott “Dealmaker of The Year.” Scott earned his J.D. from Columbia Law School in 1991.

Andrew Krause is a partner in the Corporate Department and a member of the firm’s Mergers & Acquisitions Group. Andrew advises public and private companies, private equity funds, and financial institutions in a variety of corporate matters, including acquisitions, divestitures, spin-offs, carve-outs, joint ventures, leveraged buyouts, shareholder activism, and takeover preparedness. His practice also includes advising clients on corporate governance and activist defense matters. In 2022, Andrew was recognized as a “Rising Star of the Year” by the International Financial Law Review. Andrew earned his J.D. from New York University School of Law in 2013.

Atif Azher, Partner • Kristin Rulison, Associate—Corporate
Simpson Thacher

Describe your practice area and what it entails.

Atif: I’m an M&A lawyer based in Simpson Thacher’s Palo Alto office, where we’ve built a robust practice that is an integral part of our firm’s global M&A team. Simpson’s M&A lawyers are generalists; we advise public and private companies on the full scope of transactional matters, including mergers, acquisitions, dispositions, investments, joint ventures, and other strategic transactions. Our work cuts across every geographic region and industry segment, from technology to financial services to healthcare to energy, and much more. 

Kristin: As a senior M&A associate in Simpson Thacher’s Los Angeles office, I similarly handle an extensive slate of M&A transactions for both public and private companies. 

What types of clients do you represent? 

Atif: We serve a very broad range of clients. Many of the country’s leading financial institutions, Fortune 100 companies, and private equity firms turn to us for help with their most important deals. Longstanding clients with whom I’ve worked closely include Dell, Microsoft, Airbnb, JPMorgan Chase, Goldman Sachs, Blackstone, KKR, Silver Lake Partners, and Hellman & Friedman, among others. 

Kristin: In our LA office, we also work regularly with Angeles Equity Partners, Apollo, Beach Point Capital, and Platinum Equity Partners. 

What types of cases/deals do you work on?

Atif: M&A is a critical part of what our firm does and we’ve worked on many marquee transactions this past year, including advising Twitter’s Board in the unsolicited takeover offer and ultimate sale of Twitter to Elon Musk, despite various attempts by Musk to unwind the deal. We also handled the sale of PPD, a large healthcare business with an enterprise value of $20 billion+, and we’re currently guiding Microsoft in its purchase of Activision Blizzard for $75 billion—the largest deal so far in the video gaming sector. I recently advised Dell Technologies in the groundbreaking, $50-billion+ spinoff of a publicly traded subsidiary called VMware, which is now being sold to Broadcom in a $61 billion deal that we’re also working on. 

Kristin: My recent deals include advising Apollo in its sale of a majority stake in The Fresh Market supermarket chain and advising Genstar Capital in its investment in Jet Support Services, a provider of aircraft maintenance support and aviation-related financial tools, in partnership with Chicago-based private equity firm GTCR. 

How did you choose this practice area?

Kristin: M&A felt like the right practice group for me from the start. M&A lawyers are generalists who keep their eyes on the big picture and we are involved in all aspects of the transaction, including specialty areas such as tax and employee benefits. I enjoy being in the loop on different parts of a deal and seeing how everything fits together. 

Atif: I took an M&A seminar in law school and fell in love. I enjoy thinking about the strategy and tactics that go into dealmaking. I also appreciate the collaborative nature of the practice, which suits my personality. Once the handshake is reached, everyone pivots to getting the deal done. And it’s exciting to work on deals that you read about on the front page of the Wall Street Journal. 

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

Kristin: One of the things I love about M&A is that you never know how the day will unfold. As a senior associate, I spend a lot of time drafting documents and negotiating deal terms, and am often on the phone advising clients and answering questions. I work closely with other members of the team, including the practice specialists at our firm and outside advisors. 

Atif: I spend most of the day on the phone or in meetings, advising clients on ways to manage risks and find creative solutions to difficult problems so that they can achieve their business objectives. I also regularly negotiate key issues with the other side. Emergencies often arise, so there’s a lot of thinking on your feet. I also spend time handling complex issues and working with our team to draft agreements in a very clear and unambiguous way. And I’m always trying to anticipate client needs, look around corners, and think about ways to improve our internal processes to ensure that we continually deliver top-of-market services.  

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

Atif: It would be helpful to have a good understanding of corporations and business associations and to have a general awareness of current events, so reading Bloomberg, the Wall Street Journal, or watching CNBC is a plus. But most important is to have a natural curiosity for the subject matter. An enthusiastic attitude goes a long way! In terms of knowledge and skills, we’ll teach you what you need to know. Simpson provides significant training on the job, including through STB Ready, where we partner with Columbia Business School professors to ensure that our associates have a solid understanding of key business and financial concepts. Our corporate department also holds monthly lunches and talks, and we have an online library with videos on almost every topic in the field. 

Kristin: Nearly all the learning and training happens on the job. Our senior lawyers work hard to develop younger associates; we provide a tremendous amount of feedback to ensure that younger associates are acquiring the knowledge and skills they need to succeed. 

What do you like best about your practice area?

Kristin: I enjoy the variety in my work as well as its unpredictability. Very little goes according to plan, which keeps things exciting! I thrive on pressure and stimulation. I also really enjoy my advisory role, which is a big part of my practice. Over the years, many of our clients have even become good friends. And I love that I’m always learning. 

Atif: I’ve always enjoyed being a team leader and team captain, and in M&A deals we serve as the quarterback or point guard. Being the lead deal lawyer requires us to develop knowledge across a wide array of legal issues and subject matters. We regularly consult with specialists at our firm—capital markets, credit, employee benefits, tax, and other areas—who are the best and the brightest in their fields, and we learn a substantial amount regarding the key issues that arise across all of those practice areas, which keeps things fresh and interesting. I also enjoy the challenge of distilling complex legal issues in a clear and succinct way so that our clients understand the issues and their options. 

What is unique about your practice area at your firm?

Atif: Simpson is among a highly select group of firms that regularly handles bet-the-farm, existential transactions. We have a top-of-the-market public company practice as well as a top-of-the-market private equity practice. Having fluency on both sides of the aisle fuels your professional growth, making you a better, more well-rounded lawyer. The culture of Simpson Thacher is also unique. To borrow a line from Ted Lasso, our job is to help each attorney become the best version of themselves, so it’s a great place to learn. 

Kristin: Simpson has a wonderful culture of teaching younger lawyers. We’re a very collegial firm, and everyone works together as a team. 

What are some typical tasks that a junior lawyer would perform in this practice area? 

Kristin: We give our junior lawyers room to soar. They often have primary responsibility for diligence and for drafting ancillary deal documents. They also regularly negotiate with counsel on the other side on certain deal terms. Junior associates play a significant role in managing the transaction to make sure the deal is moving forward. Certain technological advances have made document management, project management, and due diligence easier, especially for junior associates. That said, there is no substitute for human judgment. 

Atif: We recognize that lawyers develop at different paces and it’s not a competition. At the same time, there is no ceiling on what junior associates can do, so they are encouraged to bite off as much as they can chew. Deals do seem to be getting faster and faster, and I believe younger associates are increasingly taking on higher-level work earlier in their careers. But I’m a firm believer in Malcom Gladwell’s 10,000-hour theory: you have to put in the time to gain mastery of a subject. 

On buy-side deals, juniors are generally responsible for understanding the business the client is buying. They conduct diligence and learn market terms, sitting in on meetings to understand the issues that arise. On the sell side, they conduct a similar exercise, setting up data rooms and helping the company understand the disclosures it needs to make. In both instances, our junior lawyers will assist in drafting key transaction documents, working through issues lists, and helping get a transaction signed and closed. 

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

Kristin: Some of us are more naturally hard-wired to enjoy this pace, while others learn to embrace it. I seek this kind of work and rhythm, which plays to my strengths. To deal with the fast-paced nature of our work, I try to leverage the team’s strengths, doing my best to determine what each team member has to offer. 

Atif: The type of person who excels in M&A is someone who enjoys a lot of stimuli and having many balls in the air. The reality is, deals are moving very quickly. When you’re working on several deals at the same time, you need to be able to pivot immediately from one topic to the next. At the same time, you also need to know when to slow down and to be very thoughtful about an issue. To manage the pace, you learn to prioritize. I also lean heavily on my team, relying on our top-tier specialists as well as our deep bench of fantastic M&A lawyers. Ultimately, the fact that our deals are critically important to our clients carries us through the challenging moments. We are here to serve and are highly invested in reaching our clients’ business goals. 

A corporate partner in the firm’s Palo Alto office, Atif Azher is The American Lawyer’s 2022 Corporate Attorney of the Year, a Law360 MVP in Private Equity (2021), and one of the Daily Journal’s “Top 100 Lawyers in California” (2022), where he is described as “synonymous with the market’s largest and most complex transactions.” Atif advises public and private companies, investment funds, and financial institutions in a wide range of domestic and cross-border corporate matters, with a focus on M&A and private equity. 

Regularly tapped for blockbuster deals, Atif guides multibillion-dollar mergers, acquisitions, divestitures, and JVs, drawing on his substantial experience across a broad range of industries, including technology, technology-enabled services, software, internet, sports, entertainment and media, healthcare, financial services, fintech, retail and consumer products, and real estate. He also has significant experience in SPAC transactions, including advising target companies, SPACs, and PIPE investors.  

Kristin Rulison is a senior M&A associate in Simpson Thacher’s Los Angeles office, where she advises public and private companies on all aspects and stages of transactions and other transformative events, including evaluation of investment/divestiture opportunities, transaction structuring and planning, due diligence, negotiation and documentation of deal terms, regulatory reporting and disclosure, and integration/separation planning and execution.

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