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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.
Kimberly R. Spoerri, Partner—M&A
Cleary Gottlieb Steen & Hamilton LLP

Describe your practice area and what it entails.

My practice entails advising clients in connection with different types of corporate transactions, including M&A (public and private deals), joint ventures, spin-offs, asset dispositions, and minority investments. I also advise boards of directors on various ordinary course corporate governance matters as well as in connection with activist campaigns.

What types of clients do you represent?

I represent a range of clients across many industries. This year, alongside teams of talented Cleary lawyers, I represented Asahi Kasei in its $1.1 billion acquisition of Calliditas Therapeutics, Johnson Controls in the sale of its Air Distribution Technologies business to Truelink Capital, Ecolab in its $950 million sale of its global surgical solutions business to Medline, GSK in its acquisition of Aiolos, and American Express in its sale of Accertify to Accel-KKR.

What types of cases/deals do you work on?

I have really enjoyed the variety of transactions and the range of clients who I have been fortunate to work with in my practice. I have worked on a number of minority investments on both the buy side and the sell side. I have worked on acquisitions of companies ranging from small biotech to large public companies. I have worked on the buy side and sell side of acquisitions of family businesses. I find it incredibly interesting to spend part of the day advising a large public company on a sale and then, later in the same day, advise a smaller family-owned company on its first capital raise from an outside investor.

How did you choose this practice area?

I started at Cleary in November 2008. While I knew I wanted to do corporate work, I was not sure which area of corporate law I wanted to focus on. I was lucky enough to get staffed on an M&A deal a few weeks after I started and basically never looked back. M&A is not for everyone, but I love the pace of the deals. We are often working on tight timelines to get deals done. For both the lawyers and the clients, it is often an all-hands-on-deck situation. I love the energy and camaraderie that M&A deals often foster. I have also been lucky to have a number of mentors in my practice group who have taught me a lot and created a great atmosphere in which to practice.

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

There is no typical day in M&A, but there are typical activities that tend to make up most of my days. I spend a lot of time reviewing agreements and negotiating them with opposing counsel. I also spend a lot of time on calls discussing transaction strategy with clients, which is probably my favorite part of the job. I am often on the phone—either with colleagues or other advisors on a transaction (e.g., financial advisors or accountants)—catching up on a general deal process or specific deal points. While an M&A lawyer is essentially leading the M&A transaction at the firm, a number of other lawyers can also play vital roles for any given transaction. In any deal, the most important issues may be related to intellectual property, employment, or tax matters (or a combination of all three!). Working hand in glove with our colleagues in those areas is key to ensuring that our client gets the best outcomes in a transaction. The M&A team often has a bird’s-eye view of the whole transaction: You know what’s going on with the client, what’s going on internally with colleagues outside the M&A team, what the other advisors are doing, and what opposing counsel is up to. As a result, you end up spending a lot of time coordinating among these various groups.

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

I would recommend staying on top of the business section of the newspaper as a good start. There are typically lots of interesting stories about hostile deals, activist campaigns, big public mergers, and governance issues at all sorts of companies. We regularly deal with all of these things as M&A lawyers in our day-to-day practice. In law school, I would advise taking a good variety of corporate law classes (for example, Corpo-rations Law and Securities Regulation). At Cleary, we have a two-week mini-MBA training program that provides lawyers with an overview of business law. We also have periodic teach-ins on various practical skills for M&A associates, which associates have found very helpful in their practice.

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

One of the most challenging things about being an M&A lawyer is the timeline on which we are asked to do transactions. It’s not unusual to hear from a client that a deal we thought was off the table will need to be done from start to finish in less than a week. Coordinating a large team, managing clients, and dealing with opposing counsel can often make for late nights. However, those high-pressure, fast-moving transactions are often the ones that are the most fun. You really get to bond with your internal team and the client team when everyone is asked to perform under that sort of pressure. I can say from experience that clients appreciate us the most when we are put in that position and continue to excel.

What do you like best about your practice area?

I love being the person who a client calls when they have a challenging question and being able to answer quickly and accurately to put them at ease. What we do is very closely tied with important business objectives of the client, which allows us to speak not only to other lawyers but also with executives throughout the company and the board of directors. Serving as a key point of contact for all of those constituencies and helping to ensure that our main contact for the client (often in-house counsel) is best prepared to address their internal stakeholders are the aspects I enjoy best.

What misconceptions exist about your practice area?

One of the misconceptions that exists about M&A is that you must be combative to be a good M&A lawyer. My experience has shown that nothing could be further from the truth. Transactions are often done most efficiently when the counselors on opposite sides of the table respect each other and have a collegial relationship.

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

An attorney who practices M&A at Cleary generally has a wide range of options for his or her career path. Of course, some people will stay at the firm and practice M&A here for their whole careers. For those who would like to explore alternative career paths, there are tons of great opportunities. M&A attorneys from our firm have proceeded to work at major television networks, large pharmaceutical companies, well-known sports leagues, premier investment banks, and important tech companies of various sizes (running the gamut from startups to the biggest names in tech). Some alumni continue to practice law, while others pivot to the business side once they leave the firm. We also have many alumni working for government agencies and nonprofits. The M&A practice truly gives you a broad base of knowledge, which prepares you well to do a variety of jobs in a wide range of industries in your post-law-firm career.

Kimberly R. Spoerri is a partner based in Cleary Gottlieb’s New York office. Her practice focuses on advising corporate clients in connection with all aspects of their domestic and cross-border M&A activities and corporate governance and activism matters. Kim has significant experience with acquisitions and divestitures of public and private entities, joint ventures, carve-out transactions, spin-offs and reverse Morris trusts, and other complex corporate transactions.

Kim has been recognized for her work as an M&A lawyer by Chambers USA, IFLR 1000, and Legal 500 United States (M&A Large Deals $1BN+). She has recently been named a Mergers & Acquisitions Rising Star by Law360 and Mergers & Acquisitions Lawyer of the Year by the Euromoney Legal Media Group. She has also been named among The Deal’s Top Women in Dealmaking for M&A and has been honored as a CUP Catalyst by the Council of Urban Professionals for her work as an agent of change in the field of law.

Kim joined the firm in 2008 and became a partner in 2017. She received her J.D. from the New York University School of Law, where she served as a senior executive editor for the New York University Law Review, and her B.A. from Princeton University.

Jin-Kyu Baek, Partner—Corporate
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

I advise public and private companies, as well as boards of directors and special committees, in connection with a wide variety of significant transactions. My M&A practice touches on all aspects of dealmaking from start to finish including mapping potential outcomes, communicating potential risks, drafting transaction agreements, reviewing terms with clients, negotiating with counterparties, and preparing the necessary materials to close a deal. Much of my time is spent liaising with clients on corporate governance and other day-to-day matters and being available to them as a trusted advisor.

What types of clients do you represent?

I represent M&A clients across a wide range of industries, including in healthcare, consumer, technology, shipping, telecommunications, and insurance. Each has different business needs and goals, and this variety is what makes coming to work every day interesting and fulfilling. Clients who hire Cravath do so because they want us as long-term strategic partners whether they are pursuing a specific transaction or striving to meet a certain business objective. For me, building this relationship means getting to deeply know my clients and their industries so that I am able to provide meaningful support for whatever arises.

What types of cases/deals do you work on?

In terms of deals, some examples include working with acquirers, sellers, and companies entering into combinations and joint ventures. As a firm, we pride ourselves on handling clients’ highest stakes and most complicated transactions.

Some notable matters in which I have been part of the deal team include representing Kenvue in its pending $48.7 billion acquisition by Kimberly-Clark, Johnson & Johnson in its $14.6 billion acquisition of Intra-Cellular Therapies, Aon in its $13 billion acquisition of NFP, and CyrusOne in its $15 billion acquisition by KKR and Global Infrastructure Partners.

How did you choose this practice area?

I was elected partner after a somewhat atypical path as an associate through the firm’s rotation system: I started in capital markets and then did four straight M&A rotations with different partner groups. The fact that I trained with so many of the M&A groups at Cravath and worked as an associate with basically all of our M&A partners provided important lessons on how effective people with different working styles can be. It really helped me picture myself stepping into these shoes and prepared me to hit the ground running.

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

A “typical” day varies, but something initially surprising to me is the amount of time I spend as a partner with my clients just being a general advisor and sounding board. I stress to associates in my group how much the client relationship really underpins our M&A practice here at Cravath: Knowing the issues our strategic clients have to deal with day in and day out enables us to be most effective in providing advice. Of course, when we’re in the middle of a transaction, things tend to be focused more on the deal details, but we also very much add value between deals; this is something that we pride ourselves on as a firm.

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

For those in an M&A or a corporate practice, there is a particular language that you must speak to understand how the business world works. I think a big part of that is simply having an interest in and wanting to follow up on these subjects. One piece of advice I tell people interested in M&A is that, especially over the past couple of years, Delaware jurisprudence has really been fascinating. There have been a number of cases that have had an impact on how we practice, so even as a law student, paying attention to aspects of these cases can be especially valuable.

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

The sheer breadth of M&A. People might think: “You’re buying and selling companies. Isn’t it all the same?” But there is so much you have to know not only about M&A itself but also how it overlaps with other areas in which we practice, including tax, executive compensation and benefits, and intellectual property. Having a general knowledge of all these areas so that you can best advise your client through the transactional process is key, and I believe the firm’s rotation system of training prepares our associates well for this type of work.

What do you like best about your practice area?

Because M&A overlaps with so many other practice areas, I get to work with a lot of new people. Law ends up being a very social occupation, especially with how we train our associates through the rotation system and practice collaboratively in teams across the firm. We are constantly talking to clients and constantly discussing with colleagues in the corporate department and across Cravath. I value the opportunities to not only create professional relationships but also to get to know people personally. I think it’s great for our collegial culture and workflows, especially given Cravath’s size compared to that of some of our peer firms.

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

We pride ourselves in giving our summer associates substantive experience from day one. Cravath’s approach is that since our summer associates will be first-year associates soon enough, we want to give everyone an experience they can utilize as a platform to hit the ground running once they start full-time. Given how our practice groups are organized, we are really able to ensure that our summers have close contact with partners throughout their entire time here.

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

The fast-paced nature of this work is a feature that I particularly enjoy. I gravitated toward M&A because it keeps you on your toes and keeps you constantly learning; as a result, you are really focused given the high stakes. At Cravath in particular, we try to find and nurture people who are drawn to this aspect of practice, emphasizing both accuracy and creativity in our training.

Jin-Kyu Baek is a partner in Cravath’s corporate department who focuses his practice on M&A, corporate governance, and general corporate matters.

In 2025, Jin was included among Bloomberg Law’s 40 Under 40, and he has also been recognized by Lawdragon as one of the 500 Leading Lawyers in America and 500 Leading Dealmakers in America.

Jin is from Seoul, Republic of Korea. He received an A.B. cum laude from Harvard College in 2008 and a J.D. from Harvard Law School in 2015. He joined Cravath in 2015 and was elected a partner in 2022. Prior to joining Cravath, he served as an officer in the Republic of Korea Air Force, including at the Air Force Operations Command and Ministry of National Defense.

Michael Amalfe, Partner—Private Equity • Peter Moorman, Senior Associate—Technology
Goodwin

Describe your practice area and what it entails.

Michael: My practice primarily consists of representing private equity funds and their portfolio companies in a wide variety of complex business transactions such as M&A, leveraged buyouts, recapitalizations, minority and growth equity transactions, and carve-outs. I also provide day-to-day corporate counseling and commercial advice to various corporate clients.

Peter: My practice normally consists of representing small and large companies in a wide variety of complex business transactions, including M&A, leveraged buyouts, public take-privates, and growth equity transactions.

What types of clients do you represent?

Michael: Most of my practice consists of representing large-cap and middle-market private equity sponsors and their portfolio companies. I also often represent public companies, strategics, venture-backed companies, growth investors, founder and/or family led businesses, and independent sponsors. My clients are in a wide variety of industries, but I mostly focus my work on healthcare, industrials, consumer products, and technology.

Peter: I represent a wide variety of clients, including men and women entrepreneurs, strategics, public companies, venture-backed companies, and family-led businesses. I represent clients at all stages of the corporate life cycle and in a variety of industries, with an emphasis on technology and healthcare.

What types of cases/deals do you work on?

Michael: Leveraged buyouts; add-on and bolt-on transactions; growth equity and minority deals; carve-out transactions; public company deals, including take-privates; secondary transactions; dividend recapitalizations; and preferred equity financings.

Peter: I mostly work on private acquisitions, public company take-privates, and leveraged buyouts. The transactions vary greatly by size and complexity, and they involve different types of considerations.

How did you choose this practice area?

Michael: Mergers and acquisitions offer lawyers the ability to serve as true strategic advisors to business leaders. Having grown up in a family business and worked there before law school, I developed a deep appreciation for how legal and commercial considerations intersect, and my practice allows me to leverage both legal expertise and business judgement to advise clients on their most important issues. Specifically, private equity funds are the most important capital allocators in today’s market, and the opportunity to partner with deal-makers who value a commercially minded attorney is simply great for me.

I also think that being an M&A and private equity lawyer lends itself to people who are genuinely curious about the world. Our practice is directly impacted by what is going on in the broader economy as well as in geopolitics. It fits me well as I am a longtime politics and history nerd!

Peter: I chose M&A because it offers a lot of variety in the work and a chance to be a trusted advisor to someone in a situation that to them feels like one of the most important milestones they’ll have in their career. As an M&A lawyer, we are often quarterbacking and managing the whole deal, which gives us insight into every aspect of the business and knowledge on almost all issues that arise. Being able to manage the process and to be the one who makes the decision on how a transaction is run makes the work very rewarding and interesting. Being an M&A lawyer means you get to meet and do business with some of the brightest and most driven people out there; these people want to create new things and see their hard work grow into bigger and better things.

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

Michael: Basically, every day involves solving problems of some kind, but each day is different, which is one of the things I like about private equity and M&A. Most days involve collaborating with other Goodwin attorneys, including various subject matter experts. Typical tasks include negotiating key transaction terms, leading calls with clients and opposing counsel, drafting transaction documents, and supervising teams of associates and other partners in due diligence review and process-related matters. As a partner with a growing practice, my days increasingly consist of non-billable work such as marketing, business development, group leadership activities, and associate mentorship.

Peter: A typical day in M&A means that there is no “typical day,” which is what keeps it so interesting and is one of the reasons why I like what I do. My day involves corresponding with clients and other Goodwin attorneys on deal status and work streams, drafting and negotiating key transaction documents, and generally managing the transaction. As a senior associate, my typical day now involves much more supervision of other associates on the deal team and ensuring that everything gets done when it needs to.

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

Michael: I have an undergraduate business degree and worked in a family business, which has certainly been helpful to me. That said, the vast majority of my learning has been on-the-job. You don’t need a business background. Some of the most successful corporate attorneys I know don’t have one. Immersing yourself in the industry to learn as much as possible is more important than the law school classes you take or your undergraduate major.

If you want to be a private equity attorney, for example, understand how your clients make money. Understand the key trends in the industry. Read Barbarians at the Gate and Kings of Capital. Listen to the Capital Allocators or Dry Powder podcast. Read The Deal and other publications as well as the financial news. It’s also not a bad idea to work on gaining a grasp of AI and other legal tech and how it is being leveraged within the profession to make us more efficient.

Peter: I have a business background, but it’s not necessary at all to enter corporate law. Generally, all of the knowledge needed to succeed in M&A you’ll learn on the job. Instead, this practice area rewards people who have lots of soft skills such as organization, communication, and planning savvy. If you want to prepare while in school, take courses that interest you and courses that cover a broad range of topics: Tax, Intellectual Property Law, and Employment Law. Being able to relate to a client on whatever issue they’re having in their business is hugely beneficial. Knowing enough about a certain topic to know you don’t know enough is even a win!

What do you like best about your practice area?

Michael: I like that being an M&A attorney offers the ability to play the role of quarterback on transactions, which is uniquely suited to my personality. Being an effective deal lawyer and corporate counsel naturally requires weighing and synthesizing input from various stakeholders and subject matter experts and distilling it into practical advice to clients.

Peter: The best part of my practice area is that I get to be in the room when important negotiations and decisions are being made. As the quarterback of the transaction, all information, issues, and solutions get routed through us, and so we’re in the loop on every aspect of the deal.

What is unique about your practice area at your firm? 

Michael: We are highly immersed in our client’s businesses, which is a core part of Goodwin’s strategy and is certainly true of the private equity group. Goodwin’s private equity group also handles more M&A transactions than any other firm, giving us the ability to provide real-time insights and benchmarking that can give clients a competitive edge. We particularly focus on the mid-market, where we have an excellent track record.

Peter: At Goodwin, we represent a variety of business across a variety of corporate life stages, making the work both interesting and unique in that the sophistication of the clients and the work changes with every deal. At Goodwin, M&A also span the gamut of size, complexity, and speed, making a unique blend of work that keeps it interesting and fresh.

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

Michael: It depends on the size and speed of the transaction, but typically, the junior associate plays a lead role in legal due diligence review of a target company and preparation of the diligence report. A junior also drafts certain transaction documents and helps manage the overall deal process and coordination with specialists, other advisors, etc. However, at Goodwin, juniors have the opportunity to take on as much responsibility as they can handle.

Peter: The work a junior does on a typical M&A transaction can change depending on deal size and how quickly the deal needs to get done, but typically, junior associates are tasked with running with and coordinating the due diligence work streams, disclosure schedules, and diligence review of the target company. Additionally, they work on organizing and managing the large process of deals, keeping checklists updated and having in their mind a running tally of where the big work streams are.

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

Michael: Summer associates get thrown right into the action as real members of our deal teams. We want you to see what it’s actually like to work on transactions, so you’ll get hands-on experience with the kind of work first-year associates do. You’ll also get to sit in on due diligence sessions, watch us draft key documents, and listen in on negotiation calls to see how deals actually come together.

Peter: We always look to get summer associates involved as much as we can. There’s no better way to learn than by jumping into a transaction and getting a taste for what’s involved and how things are done. There are lots of opportunities to get involved and sit in on negotiations or take a stab at drafting some of the ancillary documents.

Michael Amalfe is a partner in Goodwin’s private equity group. Michael specializes in representing large-cap and middle-market private equity funds and their portfolio companies in a wide variety of complex business transactions, including M&A, dispositions, leveraged buyouts, growth equity financings, venture capital financings, joint venture investments, and carve-outs. He also counsels clients with respect to general corporate and governance matters. Michael advises clients in various industries including consumer products, healthcare, industrials, and technology.

Peter Moorman is a senior associate in Goodwin’s business law department and a member of the firm’s technology group. Peter concentrates his legal practice on representing and advising clients at all stages of growth on a variety of corporate legal issues, including M&A, debt and equity financings and investing activities, and corporate governance.

Iliana Ongun, Partner • Dean W. Sattler, Partner and Leader, U.S. Global Corporate/M&A Group—Corporate
Milbank LLP

Describe your practice area and what it entails.

Dean: Milbank’s global corporate/M&A practice advises public companies and private equity sponsors on their most important, bet-the-company transactions, including domestic and cross-border mergers, acquisitions, dispositions, leveraged buyouts, private equity transactions, joint ventures, spin-offs, and divestitures. We also counsel boards and management on sensitive corporate governance matters, such as shareholder activism and proxy contests, takeover defense, and SEC reporting and disclosure obligations.

What types of clients do you represent?

Iliana: Milbank advises a wide range of public and private companies and private equity firms, asset managers, and pension and hedge funds across a broad spectrum of industries, including media, tech, industrials and manufacturing, aviation and aerospace, consumer/retail, energy, and infrastructure.

What types of cases/deals do you work on?

Dean: At Milbank, I have had the opportunity to work on everything from large public mergers to highly bespoke private deals. I recently represented CoStar Group, the parent company of Apartments.com and Homes.com, in its acquisition of Visual Lease, a lease accounting and lease administration software company. I also represent clients in corporate transactions across the aviation and aerospace industries, such as Castlelake, an alternative investment manager focused on aircraft investing, in the sale of its $5 billion, 118-aircraft portfolio to Avolon.

Iliana: I recently represented U.S. Steel in its $14.2 billion acquisition by Nippon Steel, and it was exciting to bring such a historic transaction to a successful close. In 2024, I advised the special committee of the board of Carrols Restaurant Group, the largest Burger King franchisee in the United States, in the company’s $1 billion sale to Restaurant Brands, the parent company of Burger King. Because Restaurant Brands was a significant stockholder of Carrols, the deal required heightened scrutiny and structuring to mitigate potential conflicts of interest.

How did you choose this practice area?

Dean: I started my career at Milbank and first joined the global corporate/M&A practice because of the variety of matters these attorneys work on. I appreciated how, as a junior associate, the partners sought to involve me in their deals and create opportunities for me to hone my skills and take the lead whenever possible early in my career.

Iliana: As a junior associate, I was instantly drawn to M&A because the fast-paced, high-stakes nature of our deals requires not only excellent technical lawyering but strategic and creative thinking about how to achieve the best outcome for our clients.

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

Dean: Every day as an M&A lawyer is different, which is part of what makes the practice so enjoyable, but a typical day might include a mix of conference calls with clients to strategize for upcoming negotiations, discussions with counsel for a counterparty to negotiate key points in transaction agreements, and meetings with associates to review and refine draft documents. As the Leader of Milbank’s U.S. global corporate/M&A practice, I also devote time each day to connecting with partners and associates in our practice group and other leaders across the firm to plan for the future and execute on our current recruiting, training, and marketing strategies.

Iliana: Like Dean said, there is no typical day for me as an M&A lawyer. In addition to conference calls with clients and opposing counsel and negotiating transaction documents, I spend significant time advising boards of directors and executives on corporate governance matters. Questions on corporate governance can arise out of a deal the company is pursuing or in connection with day-to-day operations. Often the work product for these interactions is my real-time, strategic judgment provided over the phone. I am always looking for opportunities to involve junior associates throughout the day, whether it’s inviting them to join a call with the client or discussing the latest updates on a deal over coffee.

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

Iliana: While law school classes such as Corporations and M&A offer a great introduction to our practice area, the best training is acquired on the job. Keeping an open mind about working on different types of transactions, asking questions when you have the opportunity, and sharpening your problem-solving skills by thinking through creative solutions when faced with an obstacle on a deal will serve you well.

What misconceptions exist about your practice area?

Iliana: People often think M&A negotiations tend to be contentious and confrontational. In reality, I find that I reach the best outcomes for clients by seeking to build productive relationships across the negotiating table.

What is unique about your practice area at your firm?

Dean: To use a sports analogy, the M&A team functions as the quarterback of a wider team of specialists across the firm. On any given deal, I rely on and collaborate with an internal team of tax, antitrust, capital markets, and employee benefits specialists to provide advice in these respective practice areas. While leading such a large team can be challenging, especially on a fast-paced transaction, it is rewarding to see our collective efforts come to fruition at closing. It has also allowed me to build relationships with attorneys across the firm during each stage of my career at Milbank.

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

Iliana: Our summer associates are part of the team from day one, joining deal teams to work on a wide sampling of transactions. We invite summer associates to join calls with clients and negotiations with opposing counsel, provide meaningful assignments that will give them real insight into the day-to-day work of our team, and encourage each summer associate to ask questions along the way to learn more about our practice. Every year, Milbank’s summer program includes a collaborative, team-based training program following a hypo-thetical company from inception to acquisition and bankruptcy through many corporate governance twists and turns, which provides a great foundation for future junior associates in the global corporate/M&A group.

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

Iliana: We try to maintain perspective on the broader transaction. At our core as M&A lawyers, we help our clients through transformational transactions to execute on their business team’s strategic vision. These strategies have very real effects on employees, customers, and other stakeholders, and we’re proud that our clients trust us to help them execute on these strategies.

Iliana Ongun is a partner in Milbank’s global corporate group. She advises both public and private companies in a wide range of industries in connection with M&A, including cross-border and domestic acquisitions and divestitures, joint ventures, private equity transactions, and spin-offs. She also advises companies and sponsors with respect to shareholder activism, takeover defense strategies, and other corporate governance matters. Iliana serves as chair of the New York City Bar Association Committee on Mergers, Acquisitions and Corporate Control Contests. In 2025, she was named a Law360 MVP in Mergers & Acquisitions.

Dean W. Sattler is a partner and the group leader of the firm’s U.S. global corporate/M&A practice group. Dean regularly advises on complex domestic and cross-border transactions, such as public and private M&A, take-private transactions, joint ventures, minority investments, and other corporate, financing, and business combination transactions, including bespoke and unconventional transactions. Over the span of his nearly two decades of practice, he has been involved in or led numerous novel or first-of-its-kind transactions across a broad range of deal structures and business sectors.

Chelsea Darnell, Partner—Corporate • Jim Langston, Co-head—Global M&A
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Describe your practice area and what it entails.

Jim: My practice is focused on helping public companies and private equity firms think and execute big, bold things, from transformative M&A transactions and activism defense to strategic situations that are of critical importance to the company or private equity firm we represent.

Chelsea: Like Jim, I advise all kinds of companies on evaluating and negotiating M&A deals, joint ventures, activism defense, and other corporate governance matters. I regularly advise our clients on significant strategic transactions.

What types of clients do you represent?

Jim: I represent public companies across a wide range of industries, as well as private equity firms, in their major transactions, mirroring the larger M&A practice here at Paul, Weiss. Our firm’s clients include many of the largest and best-known public and privately held companies in the world and leading private equity firms including household names such as Amazon, Carrier, Chevron, General Electric, General Mills, General Motors, Honeywell, IBM, Qualcomm, and Rocket Companies, as well as companies whose names are less familiar but that are also leaders in their industries in everything from pharmaceuticals to energy and retail.

What types of cases/deals do you work on?

Chelsea: Jim and I recently advised Keurig Dr Pepper, a U.S. company, on its $18 billion all-cash acquisition of JDE Peet’s, a Netherlands-based coffee company. The cross-border nature of the transaction alone would have made it challenging because dealing with two different legal regimes always makes things more complicated and interesting. This deal was even more complex because, following the completion of the merger, Keurig Dr Pepper announced plans to split the business into separate cold and hot beverage companies.

Jim: The Keurig Dr Pepper deal really showcased our strengths as a practice and a firm. To optimize the financing for the spin-off transaction, the company decided to do a cutting-edge transaction involving a structured equity joint venture for the hot beverage arm of the business with $4 billion in backing from two private equity firms. They also reached an agreement for a convertible preferred stock investment totaling $3 billion.

These were novel, complex financing structures—nothing had been done like that before in the context of a spin-off—that involved working with our tax, capital markets, and other colleagues to structure these transactions to maximize share-holder value. It was the kind of deal that wouldn’t be possible to do without the full breadth of practice areas we have here at Paul, Weiss.

How did you choose this practice area?

Jim: I originally thought I wanted to be a litigator, and in fact, I worked my first summer in law school in the New York County District Attorney’s Office and the next summer at a nonprofit doing death penalty defense work. But when I was interviewing firms, they pushed me to consider M&A, an area where they had high demand at the time. I decided to give it a shot, and the first transaction I worked on was a $57 billion public company acquisition that involved reshaping an entire sector and changed the business trajectory for our clients. The work was really interesting and impactful, and I fell in love with the high-wire nature of the M&A practice.

Chelsea: I was originally attracted to M&A because I enjoyed reading about deals in the Wall Street Journal and thought the work sounded interesting and exciting. I don’t know if I really knew what M&A entailed at the time or if that was the best reason to pick a practice area, but it turned out to be a great fit for me. I ended up falling in love with the work. The deals are interesting, exciting, and complicated, and I get the chance to work closely with clients to help them execute strategically important transactions.

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

Jim: Each day is different, and that’s one of the things I love about my practice. The transactions we work on are, at any given time, probably the most important thing going on at the company we’re representing, and having a role in that is really rewarding. My day involves lots of calls, talking with clients and trying to bring to bear the creativity of the team and the firm to design innovative solutions to their most vexing problems.

Chelsea: Most of my day is likewise spent talking with clients, hearing about the problems and the challenges that they’re facing, the outcomes that they want to achieve, and how the deals that they’re working on will help them achieve these outcomes and then collaborating with them and with other attorneys at Paul, Weiss to figure out how to make these goals a reality.

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

Chelsea: Taking foundational law school classes gives you great background, but there’s nothing like hands-on practice. As a summer associate, try to get staffed on the type of deals you’re interested in. Reach out to partners who do the type of work you might want to do and connect with them. Be proactive and be enthusiastic; as partners, we do this work because we really enjoy it, so we appreciate it when we see our team experiencing that excitement and enjoyment as well.

Jim: I agree that taking classes with a practical corporate bent in law school, like Securities Regulation and Corporations, is a great start. But it’s also helpful to start thinking about building your network, which people often don’t think about doing until they’re further along in their career. The people you’re interacting with in law school are going to become in-house lawyers or general counsel, and if there’s a business school and you take some classes there, these folks are going to go on to banks and companies and private equity shops. So building relationships with them early on will be helpful later in your career.

What do you like best about your practice area?

Chelsea: The clients and the people I work with are the best part of the job. One of the things I love about the M&A practice is that you act as the quarterback of the team. You’re at the center of a complex and exciting process, and you develop very close relationships with everyone working on the deal.

Jim: It’s stimulating and incredibly rewarding to be able to help our clients achieve their goals. Given the type of work we do and clients we represent, we act not just as lawyers but as strategic advisors, helping them think about how they can achieve their goals in the context of their broader strategic objectives and ambitions.

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

Chelsea: Junior associates on an M&A transaction are truly a part of the team, and they help out on everything from conducting diligence on the companies involved to helping draft transaction documents. Sometimes diligence gets a bad rap, but I think it is a great opportunity to get to learn about interesting businesses and understand everything about how a company operates, and it’s critically important to the deal! The junior associate who is doing the diligence is the one reading everything firsthand, and the client and the rest of the deal team are counting on them to help identify any issues.

Diligence isn’t the only thing that junior associates work on. I recently worked with a first-year associate who did the initial draft of transaction documents for a minority equity investment. For associates at any level, if an opportunity to do a stretch assignment presents itself and the associate wants to take it on, that’s something partners are always willing to accommodate.

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

Jim: The public company M&A market right now is quite robust, and it’s accelerating tremendously. At the same time, the private equity M&A market recovery is in the earlier innings. So my expectation is that things will continue to be quite active on the M&A front over the next year or two, and that means there will be myriad exciting deal opportunities for us at Paul, Weiss.

We’re also in the very early days of AI in terms of its application in our practice. I’m pretty old-fashioned and not yet a big user of AI, but I think AI is going to enable us to offer our clients solutions that are more efficient and more data-driven than we have today and to provide even better service to our clients. Paul, Weiss has really invested heavily in developing AI tools that will position us for the next chapter.

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

Jim: It’s important to maintain a calm head and a steady hand and to always keep your eye on what the strategic objective is for the client, keeping in mind how the decision you’re making in the moment is going to shape the decisions you’ll have to make in the days to follow.

More generally, work-life balance is important. We work really hard, but we also have a lot of fun. At our firm and within our M&A group, we support and root for each other, and we enjoy being together.

Chelsea Darnell is a partner in Paul, Weiss’ corporate department and a member of the firm’s M&A group. She advises global clients on M&A transactions, corporate governance, and activist defense matters and has significant experience advising public companies and private equity firms on domestic and cross-border M&A transactions, spin-offs and carve-outs, minority investments, and securities offerings. Chelsea was recognized as one of America’s Top M&A Lawyers by Forbes and one of the Top Women in Dealmaking for M&A by The Deal. She earned her J.D. from the University of Pennsylvania Law School.

Jim Langston is the Global Co-head of the Paul, Weiss M&A group. He is a senior dealmaker with extensive experience advising companies, boards, and board committees on public company mergers, private equity transactions, private acquisitions and dispositions, joint ventures, activist defense, hostile takeover defense, and corporate governance matters. Jim is widely recognized as a leading M&A advisor, including in Chambers USA, The Legal 500 US, and IFLR 1000. He earned his J.D. from the University of North Carolina School of Law.

Allison Schneirov, Partner—M&A and Global Head—Transactions • Brett Fleisher, Partner—M&A
Skadden

Describe your practice area and what it entails.

We handle complex mergers and acquisitions across various industries. Being an M&A lawyer is akin to being the “quarterback” of the deal, overseeing the process from start to finish and collaborating with colleagues from across Skadden on critical aspects of the transaction, such as antitrust, finance, intellectual property (IP), litigation, tax, and more. The nature of the work means we quickly gain a deep understanding of a client’s business and how it operates.

What types of clients do you represent?

We each advise companies and financial sponsors, also known as private equity funds, on many of their most important transactions. Recent corporate clients include Dell, Honeywell, Unilever, Genesys, and NXP Semiconductors, and on the financial sponsor side, Blackstone, Permira, OceanSound, and Wendel, to name a few. We also represent CEOs and management teams in private equity transactions, advise family offices, and serve as general corporate advisers to our clients and their boards of directors.

What types of cases/deals do you work on?

Allison: Most of my work combines hands-on execution with strategic judgment—leading complex M&A deals and advising boards, senior management, and financial sponsors on their most consequential business decisions. I represent both financial sponsors and corporate clients, which gives me a holistic understanding of sophisticated M&A and provides clients with a comprehensive, market-driven perspective.

My versatile experience has also enabled me to forge new client relationships across the industry. For example, Brett and I recently advised NXP Semiconductors on the sale of its MEMS sensors business to STMicroelectronics, a deal valued at $900 million up front with $50 million in future milestone payments. Our relationship with NXP arose from our earlier work representing Freescale Semiconductor in its merger with NXP. Similarly, after representing Permira in the sale of its portfolio company Intelligrated to Honeywell several years ago, I began advising Honeywell. I’ve also been fortunate that when clients move to different companies or private equity firms, they’ve continued to trust me as their adviser. It means a great deal to me that my clients have maintained their relationship with me as their careers have evolved.

Brett: While I work on a range of transactions, a significant part of my practice involves advising financial sponsors, who are very active in the M&A space. My financial sponsor clients focus on deploying capital on behalf of their limited partners; we advise them on investments in targets and their exits when they’re selling a business to strategic companies or other financial sponsors. Some recent examples include advising OceanSound on its acquisition of Burns Engineering, and Permira on its investment in PharmaCord and combination with Mercalis (now known as Valeris).

How did you choose this practice area?

Allison: While in college, I worked at Skadden as a summer legal assistant. The 1990s was an exciting time to start your career as a transactional lawyer, especially in M&A, and I was drawn to the high-stakes nature and cross-functional aspect of the practice. What really stood out to me, however, were the strong, trusted relationships Skadden M&A lawyers had with their clients. My father practiced law for more than 60 years, and I admired the deep client relationships he built; it was something I aspired to as well. My summer experience confirmed that M&A would be a great fit for me, especially at a firm like Skadden.

Brett: As a summer associate at Skadden, I tried assignments from each corporate practice group. M&A appealed to me because of the breadth of experiences and skills it offered. I was also fortunate to have Allison as my assigned summer mentor. Through her, I learned the ins and outs of M&A transactions, how to add strategic value, how to become a trusted adviser, and, more than anything, the importance of building teams. I enjoy having so much variety in my work, and I especially love having the opportunity to mentor the next generation of brilliant lawyers.

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

Allison: There is no such thing as a typical day, and it is a constant balancing act (which is one reason it is still so interesting!). On any given day, I’m deeply involved in active deal execution, client conversations, and my leadership responsibilities at the firm. I’ll spend part of the day deep in live M&A transactions (problem-solving, negotiating, etc.) while also staying closely connected to clients on their current matters, broader strategic issues, market conditions, or what’s coming next. As Global Head of Skadden’s transactions practices, my leadership responsibilities include mentoring colleagues, building and supporting teams, and making sure we’re investing in the right people and practices to deliver advice to our clients at the highest level. I also find time to connect with lawyers across the firm to offer guidance and help them identify opportunities for the firm to grow. All of these roles are interconnected and reinforce each other. Of course, the day also includes the most important check-ins: texts and calls with my kids, who unfortunately don’t take my advice nearly as often as my clients do.

Brett: I don’t have a typical day, but I spend most of my time on deal execution and client conversations. In addition, I set aside time to mentor more-junior lawyers. I know how critical it is to have a trusted mentor. Allison set the bar high for me in terms of mentorship, and I feel a tremendous responsibility to pay that forward. Also, like Allison, I regularly check in with my kids and make time to attend their important activities.

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

Brett: The deal-simulation courses I took in law school were incredibly helpful; if your law school offers those types of courses, I would recommend taking them. Contract Drafting and Securities Regulation were also useful classes. If you can, take a Tax course—you’ll still need a fantastic tax lawyer by your side throughout a deal, but having a foundational understanding is valuable.

Allison: Brett’s suggestions are all spot on. I also recommend finding an environment that supports your professional growth and taking advantage of every learning opportunity. As a summer associate, try different practice areas to see what resonates with you. Once you find your practice area, seek out opportunities and make yourself indispensable to the team. At a firm like Skadden, you’ll have ample chances to tackle interesting work and pursue development opportunities. Find mentors and colleagues who will help you grow professionally, so you can gain deeper insights into the practice and achieve your career goals.

What do you like best about your practice area?

Allison: I enjoy operating at the intersection of execution and strategy, driving complex M&A deals forward while also helping boards and senior management think through the broader business issues. Each deal brings unique issues, so even after decades of practicing, I’m still learning new things. Brett and I both thrive in collaborative environments and enjoy building and leading teams, and M&A is very focused on relationship-building, negotiating, and working together. Working with so many different personalities from a wide array of industries is energizing (and often fascinating!).

Brett: As Allison mentions, I am a people person, which makes the collaborative nature of M&A perfect for me. I especially enjoy working with our associates and watching them grow and become more confident in their lawyering skills as the deal progresses.

What is unique about your practice area at your firm?

One of the best aspects of practicing M&A at Skadden is the variety of matters we handle: deals of all different types and sizes across industries and borders. Because we have such a broad client base, there are myriad ways to shape your practice, whether that’s having a broad and diverse practice, a niche one, or something in between. The vast experience within our team also makes our lawyers an incredible resource when a new question arises. Our global team works together seamlessly, so clients know they can trust us to handle their complex, cross-border deals, and our lawyers gain invaluable experience working with colleagues across the world.

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

Brett: I’m co-chair of Skadden’s summer associate committee, and working with the summer associates each year is one of my favorite things. We give summers substantive work that we would otherwise give to our junior associates, like putting together ancillary documents, preparing diligence request lists, and reviewing disclosure schedules, to name some. Summers shadow us in meetings and on calls, and we host a summer-long M&A training program that is a crash-course in an M&A deal and negotiation. Most people haven’t been exposed to M&A prior to their summer, and it’s amazing to see their development by the end of the program.

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

Allison: I have always relished the challenge of M&A deal work, including—and especially—its fast pace. The faster the pace, the more important judgment and experience become. You can’t try and win every point. The real value is helping clients prioritize what actually matters to them and directing the team’s energy there and not getting distracted by issues that don’t change the outcome. To be successful in this area, you need to be ready to pivot when unexpected issues arise and welcome collaboration. This last point is critical because working as a team will make even the most difficult deals move forward more efficiently and effectively. No matter how stressful or heated negotiations may be, continue to prioritize collaboration, including across the table; the relationships you build with your counterparty and their counsel are often just as important in getting a deal done.

Allison Schneirov is a partner in Skadden’s M&A group, Global Head of the firm’s transactions practices, and a member of the Policy Committee, the firm’s highest governing body. Her diverse practice includes advising corporate clients and their boards, as well as financial sponsors, on a range of matters, including mergers and acquisitions, divestitures, investments, corporate governance, shareholder activism, investigations, and other significant representations. Allison has been repeatedly recognized in IFLR1000 and Chambers USA (Band 1) and honored as a Law360 Private Equity MVP. She was also featured in The Deal’s 2023 Top Women in Dealmaking for M&A and Women in M&A: The Powerhouse 20 list. Allison earned her B.A., magna cum laude, from the University of Pennsylvania and her J.D., cum laude, from NYU Law.

Brett Fleisher is a partner in Skadden’s M&A group. She advises public and private companies, financial sponsors, family offices, and hedge funds on mergers and acquisitions, divestitures, joint ventures, investments, corporate governance, and other matters. Brett also represents CEOs in connection with private equity transactions. Brett has been named one of Lawdragon’s 500 Leading Dealmakers in America and honored as a Rising Star by Law360 and New York Law Journal. She earned her B.A., cum laude, from Colgate University and her J.D. with high honors from Emory Law School.

Allison and Brett are based in New York, and both have spent their entire legal careers at Skadden.

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 M&A, divestitures and carve-out transactions, spin-offs, 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, healthcare, retail and consumer products, and industrial services, among others).

What types of cases/deals do you work on?

I work on M&A, spin-offs, 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 any given moment, a representative list of my matters might 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 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, spin-offs, 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 M&A, 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.

Claudia Lai, Partner—Corporate
Weil

Describe your practice area and what it entails.

I advise clients on M&A transactions, from transformative mergers, acquisitions, or divestitures to investments and other strategic transactions. These transactions can reposition a company, expand its market presence, and unlock new growth.

In practice, this means that I advise on deals involving an entire company or business line, thinking strategically to get to a meeting of the minds of the parties and driving these deals to completion. Weil’s M&A platform allows me to work on matters that change businesses at scale and involve large, complex organizations, and many of these matters are valued in billions of dollars. Getting these deals done requires collaboration across many areas of the law, including securities, antitrust, tax, and executive compensation, as well as cross-border issues.

What types of clients do you represent?

I represent large strategic corporations in their M&A activity, as well as private equity sponsors and other major investors in their acquisition of or investment in public companies. My clients include Fortune 500 companies that are major players in a wide variety of industries, such as energy, consumer products, and technology. I also work with global private equity sponsors and global alternative asset managers that are central to today’s dealmaking, such as Providence Equity Partners LLC, Advent International, TPG Inc., and Brookfield Asset Management Inc.

Across the board, these clients are executing complex transactions that influence the pace of dealmaking across industries. Each client has its own unique considerations, often requiring bespoke solutions, even in the face of repeat legal issues. My favorite part of the M&A practice is the collaboration needed to guide these deals forward, ensuring that parties and people with different perspectives work toward a shared goal.

What types of cases/deals do you work on?

My practice is primarily focused on public company M&A, but I also handle divestitures, which is when companies sell off parts of their business. For example, early in 2025, I advised ChampionX on its sale to SLB, as well as ChampionX’s divestiture of US Synthetic, a divestiture that ChampionX undertook in connection with its sale to SLB. My practice also includes special purpose acquisition company business combinations. Because of their scale and visibility, these transactions tend to be multifaceted and closely watched by the market—often making headlines in the financial press. What I find exciting is that each deal brings its own set of questions and dynamics, keeping the work fresh and intellectually challenging. No two days ever feel the same.

How did you choose this practice area?

I was drawn to M&A because it allows me to work across multiple areas of the law. Getting deals done requires interdisciplinary engagement, and I am often directly front-facing with the client on these issues, which allows me to better understand our client’s preferences and goals and build a relationship of trust with them. Mergers and acquisitions also provide broad exposure across industries and clients and a foundation that spans practice areas. I’ve grown exponentially as a lawyer by collaborating with subject matter experts and finding ways to ensure their perspectives fit into the bigger picture and, ultimately, toward a goal that furthers our client’s interests.

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

There really isn’t a “typical” day in M&A. The pace is set by client needs, so each morning can bring a new challenge—anything from working through a new wrinkle in a deal to shaping solutions that bring the parties to a “yes.” Much of my day is spent problem-solving with clients and colleagues, and the variety keeps the work very engaging.

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

Financial accounting is helpful. You don’t need to get an A, but fluency in the basics pays off because numbers underpin every transaction. Beyond that, an effective M&A lawyer requires more than just technical knowledge. They need clear communication, collaborative instincts, and curiosity. I think the best lawyers I’ve worked with are those who thrive on a team, listen, and pause just long enough to ask the right questions.

Outside of classes and specific subject matters, law school really teaches you how to think. Lawyers learn the most by embracing this curiosity and engaging with the subject matter, listening to each call, and reading each document while using these critical thinking skills to ensure we address our client’s interests. Because of this, the most relevant legal acumen is built on the job, learning from skilled lawyers in a collaborative environment. At Weil M&A, we’re very focused on ensuring our associates understand the bigger picture and how we use our judgment to best advise the client.

What do you like best about your practice area?

I enjoy M&A for the connections it fosters, both with clients and with the broader Weil team. In M&A, we’re often the first call from the client, which means we get to jump in early and help shape how things unfold. I value being in that strategy seat, where I can see the full arc of a transaction and help guide it from first conversation to closing. This kind of continuity allows me to contribute in a meaningful way at every stage, and the collaboration between our clients and our teams organically builds a strong foundation of trust.

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

Tools like AI will likely change how we work, especially around tasks such as diligence or precedent review. The upside could be meaningful: Junior attorneys can spend more time on substance and judgment earlier, as long as they receive thoughtful training. At Weil, we’re deliberate about both—learning new tools and investing in associate development—so the technology becomes an accelerant, not a substitute, for becoming a strong lawyer.

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

It’s very common to go in-house at large public companies or to private equity platforms. The magic of M&A is that it’s industry agnostic, so you build a versatile skill set that travels across sectors. This is especially valuable for those who may want to be general counsel one day. General counsel need to be true generalists, and M&A gives you that broad business grounding needed.

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

Summer associates receive the same breadth of work we see every day. On large, complex deals, there’s always a new company to analyze and a new angle to work through. At Weil, it’s a hallmark that summer associates are integrated into the deal team from day one. You’re immersed in the deal process early on, and your work connects directly to the progress of the transaction. Even when you’re focused on diligence or drafting definitive agreements, each matter brings its own throughline, counterparties, and strategy that has to be tailored.

Claudia Lai is a partner in Weil’s M&A practice based in the firm’s Dallas office. She advises public and private companies and private equity sponsors and their portfolio companies on mergers, acquisitions, and divestitures.

Claudia joined Weil’s corporate department as an associate in 2019. Prior to that, she was an associate in the New York and Tokyo offices of another international law firm.

Building on an impressive track record of recognition, Claudia was named one of the winners of The M&A Advisor’s 2025 Emerging Leaders Awards, which honor professionals under 40 who are “shaping the future of mergers and acquisitions, restructuring, and corporate finance,” as well as one of Texas Lawyer’s On the Rise attorneys in 2025, an honor bestowed on “attorneys and law firms making a lasting impact on the Texas legal landscape.”

She received her J.D. from the University of Chicago Law School and her B.S., cum laude, from Duke University. Claudia is a board member of Junior Achievement of Dallas, a nonprofit organization focused on providing young people in underprivileged communities with knowledge and skills for economic success.

Jaye Kasper, Partner—M&A
White & Case

Describe your practice area and what it entails.

As an M&A lawyer, our practice encompasses far more than just M&A. We advise clients on a full spectrum of transactional and corporate matters, including mergers, acquisitions, sales, minority investments, and joint ventures. We work on matters in the United States and across the globe in a variety of industries, including technology, healthcare, industrials, business services, and media. In addition to facilitating deals, we also serve as trusted business advisors to our clients and help our clients think through strategic, structural, and operational matters that impact their business. This means that we are often involved in early-stage planning, risk assessment, and post-deal integration, ensuring our clients’ interests are protected throughout the life cycle of a transaction. The breadth of our practice requires us to stay informed about market trends, regulatory developments, and emerging risks, making it a dynamic field.

What types of clients do you represent?

We represent all sorts of clients, including private equity funds and their portfolio companies, public companies, private companies, and family offices. Our clients operate in a variety of sectors, which means we must be adept at understanding the unique challenges and opportunities in each industry. This diversity keeps our practice fresh and ensures that we are constantly learning and adapting to new business models and regulatory environments.

What types of cases/deals do you work on?

White & Case is a trusted advisor in leading some of the most exciting and high-profile M&A deals globally. Our work includes advising private equity funds such as CVC Capital, Nordic Capital, and EQT on leveraged buyouts, minority investments, and portfolio company management. We also represent public companies in their M&A activity, including Shutterstock in its $3.7 billion merger with Getty Images and EchoStar in its $17 billion sale of its spectrum network to SpaceX. We also handle carve-outs, de-SPAC transactions, and joint ventures, often involving complex cross-border elements. Each deal presents unique challenges, whether it’s navigating regulatory approvals, structuring innovative financing arrangements, or managing stakeholder interests. The variety and complexity of our matters require us to be agile, creative, and deeply knowledgeable about both legal and business considerations.

How did you choose this practice area?

My path to M&A was shaped by my academic background and personal interests. I was a business major in college and loved my Contracts, Corporate, and Negotiations classes in law school, so being a transactional lawyer was a natural fit. M&A lawyers are the quarterback of the deal, and we are responsible for making sure the entire process runs smoothly. M&A lawyers also work closely with all the expert practice groups, including intellectual property, tax, executive compensation, and antitrust. I love learning about all the different areas that impact our clients’ business.

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

One of the great things about M&A is that no two days are ever the same. I spend a lot of time on the phone or on video conferences helping clients think through issues and providing thoughtful solutions, including strategic planning and risk assessment. M&A lawyers are responsible for inking the terms of a deal, so a significant portion of my day involves reviewing, drafting, and negotiating agreements. Negotiation is a core skill, as we work to balance the interests of all parties and reach mutually beneficial outcomes.

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

All of the training will happen on the job. Taking a Corporations class is helpful, though my advice to law students is to pursue courses that genuinely interest them. White & Case has an incredibly robust training program that covers technical skills, deal mechanics, and soft skills such as negotiation and client management. Our job as senior lawyers is to continuously teach, mentor, and develop junior lawyers.

What do you like best about your practice area?

I enjoy working with incredibly smart and driven people who share the same enthusiasm for dealmaking. Since our clients invest and operate in a wide variety of industries, I love that I am constantly learning new things. I love that this job is challenging, intellectually stimulating, and constantly keeping me on my toes. It requires both strategic thinking and attention to detail. Our practice rewards practical business-focused thinking and the ability to turn legal complexities into work-able solutions.

What misconceptions exist about your practice area?

I think a common misconception is that all areas of BigLaw are inherently adversarial. M&A is actually a very collaborative practice. While we advocate vigorously for our clients and make sure their interests are protected, the ultimate goal is to bring all parties together and reach a “yes.” When we sign and close a deal, that’s a good day for everyone. Successful deals require cooperation, creativity, and problem-solving from everyone involved.

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

Every member of the team plays a vital role in every matter, and there is no limit for what a junior lawyer can accomplish. When a client is looking to invest in or acquire another company, junior lawyers are responsible for performing due diligence on the target company and identifying issues or areas that may create risk for our client. Junior lawyers also help keep the train moving and keep the team organized by managing timelines, coordinating communications, and ensuring that all necessary documentation is prepared and reviewed, which are critical to a fast-paced deal. Junior lawyers may draft ancillary agreements, prepare closing checklists, and participate in negotiations. Their contributions are critical to the success of the team.

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

I personally love the thrill and adrenaline this job brings. The fast-paced nature of deals means that priorities can shift quickly, requiring adaptability and strong organizational skills. Deals require teamwork and collaboration, and I enjoy that we and our clients are all in it together, working toward achieving the same goal of getting a deal done. When stakes are high and pressure is on, having an incredibly strong and trustworthy team around you is what enables success. The sense of camaraderie and shared purpose makes even the most challenging deals rewarding (and even fun!).

Jaye Kasper is a partner in White & Case’s global M&A practice based in New York. Jaye’s practice focuses on advising private equity funds and private and public companies on complex business transactions, including M&A, M&A involving a special purpose acquisition company (de-SPACs), carve-outs, leveraged buyouts, minority investments, executive compensation, incentive equity arrangements, governance, and other general corporate matters. Jaye also advises private equity funds on the management of their portfolio companies, including financings, follow-on acquisitions, and liquidity events.

Bill Roegge, Partner • Rama Padmanabhan, Partner
Cooley

Describe your practice area and what it entails.

Bill: I advise clients on M&A, activist and takeover defense, and other complex corporate matters.

Rama: My practice area is exciting because it is constantly changing, depending on the economic and global factors. At a very high level, I am representing buyers, sellers, and boards as they navigate the acquisition or sale of businesses and assets, which involves a wide range of responsibilities including structuring the transaction; collaborating with a variety of specialists—from tax to compensation experts; drafting deal documents; and negotiating transactions.

What types of clients do you represent? 

Bill: My client base, like Cooley’s, focuses on innovative companies with a particular emphasis on tech, life sciences, consumers, and retail. Clients I work with include Tenable, DigitalOcean, Unity Software, Asana, Hootsuite, Dutch Bros, Legend Biotech, Lantheus, and Dynavax.

Rama: My clients range from private to public companies, and my deals range from small-yet-complex strategic deals to multibillion-dollar transactions. They involve life science, medical device, technology, retail, and gaming companies. Many of the transactions on which I advise allow critical science, R&D, and technology to advance by providing greater access to capital, increasing the likelihood that critical drugs and therapies may become available to patients.

What types of cases/deals do you work on?

Bill: Some of my favorite recent transactions include IAA’s $7 billion sale to Ritchie Bros. (a complicated cash and stock merger of equals that faced significant shareholder activism that we had to overcome); Amolyt’s $1.05 billion sale to AstraZeneca (a fast-moving sale of a French private company that involved a complex melding of U.S. and French law concepts); Amryt’s $1.5 billion sale to Chiesi (another complicated cross-border sale that followed a global auction process); and two cross-border deals that represented the acquiring companies’ largest deals to date: Hootsuite’s acquisition of Talkwalker from its private equity owner and Tenable’s $265 million acquisition of Ermetic. As you can tell, I represent buyers and sellers in transactions, and many of my transactions have a cross-border component, which makes them that much more interesting because you have to figure out how to meld multiple legal regimes and deal with cultural differences between parties.

Rama: I love that the deal structures I handle are constantly evolving, much like our innovative clients. I can best describe my practice by highlighting some of my transactions:  representing Horizon Therapeutics, an Irish company focused on rare diseases, in its $28 billion sale to Amgen amid a fast-paced process involving multiple bidders; quarterbacking the sale of Gracell, a Cayman company with significant China operations focused on cell therapy, in its sale to AstraZeneca for $1 billion; advising Radionetics Oncology on its strategic partnering arrangement with Eli Lilly with an exclusive acquisition right for $1 billion; and handling multiple acquisitions over several years for Qualcomm. Many of my clients also look to M&A to access capital, and to that end, I represent private companies looking to go public through strategic transactions with public companies looking to acquire a new asset and companies divesting assets so that they can prioritize other assets in their portfolio.

How did you choose this practice area?

Bill: I tried a number of practice areas before focusing on M&A, including capital markets and leveraged finance. I ultimately chose M&A because the deals are fast-paced and high-profile with high stakes, and they involve a lot of problem-solving, project management, creativity, and consensus-building. It’s particularly gratifying to work on “bet-the-company” transactions because you know the team’s hard work is truly meaningful for the client and often the broader market. I also enjoy activism and takeover defense because you get to build strong bonds with the directors and officers of your clients by providing them with strategic advice in emotionally charged situations. Finally, I get to spend a lot of time reading and thinking about Delaware case law in the public M&A portion of my practice, which I really enjoy.

Rama: I had a broad general corporate background before I focused on M&A. I was drawn to this area because I find it intellectually challenging with respect to structuring, understanding and optimizing deal leverage, and managing the negotiation process. Every deal has its own unique aspects and requires that I engage with a large and varying group to truly understand the business. M&A is truly a team sport, and I enjoy working with my colleagues on what are often fast-paced deals. Many of the boards that I represent are making critical decisions in connection with M&A transactions, and I find counseling boards through such times to be very rewarding. I feel I am always learning and never bored.

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

Bill: No two days are alike in M&A! Typically, I have a mix of client board meetings, negotiation calls, internal meetings with my deal teams, reviewing and drafting contracts, answering ad hoc questions from clients, and attending coordination meetings with clients’ other advisors, such as investment bankers and accountants. I also spend a lot of time on non-billable firm initiatives, like staffing, recruiting, business development, marketing, training, and thought leadership initiatives, including writing blog posts for our Cooley M&A blog. We’re also seeing in-person negotiations bounce back, which is fun. 

Rama: One of my favorite things about my practice is that there is no typical day. My tasks can include calls with my client to update them on a deal or get input on deal points, participating in board calls where I am advising on fiduciary duties or guiding the board through decision-making on deal matters, reviewing documents that have been drafted by team members, or negotiating with opposing counsel. I do try to dedicate at least a part of each day to mentoring and training my associates, whether by participating in client calls or negotiations or providing input on drafting.

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

Bill: Good corporate lawyers are really business advisors, which means it’s useful to take business-oriented classes like corporate finance and accounting. We also regularly advise on trends in the market, so staying abreast of business news is very valuable. If you get in the habit of reading The Wall Street Journal or Bloomberg daily in law school, it’s remarkable how much you will learn over time. Finally, intellectual curiosity will serve you well in your career—if, from the get-go, you focus not only on the “how” but also the “why” of the various tasks you are asked to complete, you will be able to progress much more quickly.

Rama: Most of the training occurs on the job, and almost every area of law is helpful for someone in M&A to know. I would recommend taking classes in subjects you find interesting. A basic understanding of securities laws can be helpful for M&A lawyers as securities are frequently used as currency for deals. Similarly, a basic understanding of tax law is important.

What is unique about your practice area at your firm?

Bill: Cooley M&A handles a broad range of transactions, from $50 million private exits for our early-stage clients to multibillion-dollar public company acquisitions or shareholder activism defense for our public company clients. This allows our associates to experience all types of M&A transactions and, over time, develop practices that are suited to their personal preferences and capabilities. 

Rama: We handle a diverse assortment of deals that range widely in size and complexity. As a result, our associates are able to get broad experience, as well as opportunities earlier in their career to take responsibility for smaller transactions that need to be executed efficiently.

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

Bill: A junior lawyer would be helping with due diligence, drafting ancillary agreements, maintaining checklists, working with clients to create disclosure schedules, and helping manage the specialist teams. We also try to ensure that our junior teammates are listening in on the important board calls and negotiations so that they can see the big picture of the transactions they’re working on. Finally, we love for junior associates to get involved in trainings, drafting blog posts, and other thought leadership initiatives. 

Rama: We try to get our junior lawyers access to critical deal information so that they can have a bigger picture of the transaction. Their day-to-day tasks would include due diligence, drafting ancillary documents, handling checklists, and managing the logistics of deal execution and closing. We offer shadowing opportunities for our juniors to participate in calls, and we try to provide them with substantive exposure to clients and opposing counsel as early as possible.

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

Bill: M&A is a fundamental driver of economic activity, so I like to think our jobs are safe. That said, as technology, particularly generative AI, continues to advance, I expect the role of M&A attorneys will continue to shift. I think these changes will allow transactions to move faster and reduce the time spent on more mundane legal tasks to enable lawyers to focus on the fun part of the job: advising clients on how to manage risk and structure and execute on transactions that accomplish their business objectives.

Rama: This is a practice area that evolves with the market. As AI increases in importance in all industries, it might be an area of great interest in relation to M&A. Geopolitical factors drive cross-border work, and if geopolitical factors become more pronounced, deal lawyers handling cross-border matters will become more innovative. 

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

Bill: Given the large deal teams and fast-paced transactions, M&A is the ultimate team sport. At Cooley, we try to work smarter, not harder, which means we are always working to improve our training, create new contract forms and templates, and adopt new processes and best practices. We’re also committed to working together and covering for each other, when necessary, so teammates can balance their professional and personal responsibilities. 

Rama: M&A is a team sport, and I know that my team will work best when we are coordinated, our responsibilities are appropriately delegated, and we design a strategy for managing the needs of each transaction. We gain efficiencies from the fact that we handle a larger number of transactions and provide team members with multiple reps. Giving juniors chances to be involved in key transaction responsibilities means they are able to train quickly, which allows us to have a deep, substantive bench of attorneys.

Rama Padmanabhan focuses her practice on all types of public and private M&A and cross-border transactions. She has extensive experience advising boards of directors and handling initial public offering/M&A dual-track processes, cross-border transactions in Asia, reverse mergers, special purpose acquisition companies, and other complex transactions. Rama’s industry experience includes technology, fintech, software, semiconductor, digital health, and retail. She is a market leader in life sciences, biotech, and medical device transactions with deep experience in divestitures, options to buy, and structured transactions. She chairs Cooley’s Diversity Committee and Women’s Initiative Strategy Committee, and she previously served on the Partnership Nominating Committee.

Bill Roegge focuses his practice on M&A, activist and takeover defense, and other complex corporate matters. He has significant experience advising strategic and private equity clients on their most complex and high-stakes matters, including cross-border public and private M&A, carve-out transactions, and joint ventures. He has advised clients across a variety of industries, such as technology, fintech, life sciences, automotive, defense, industrials, consumer and retail, and real estate investment trusts.

Bethany A. Pfalzgraf, Partner
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails. 

The central focus of my practice is M&A, where I work with public and private companies on a wide range of complex transactions, including acquisitions, divestitures, cross-border deals, joint ventures, and majority and minority investments. My work includes public company transactions. For example, a publicly traded company’s board of directors may be evaluating strategic alternatives, including the potential sale of the company, or a client may be looking to do a tack-on acquisition of a privately held startup. In addition to working on M&A, I represent clients in corporate governance and disclosure matters. 

The M&A practice touches on all aspects of a transaction, including recommending transaction structures, performing legal due diligence to analyze any legal risks, drafting and negotiating transaction documents, and most importantly, communicating with the client about all of this throughout the process. To deliver the best possible service to our clients, we have to collaborate with attorneys across Cravath’s corporate, tax, executive compensation and benefits, and litigation departments. 

What types of clients do you represent? 

I work with a broad array of strategic clients, both domestic and international, who are pursuing M&A opportunities spanning a wide range of industries, including biopharmaceuticals, biotechnology, consumer products, financial services, retail, and technology. I represent clients in a wide range of strategic transactions on both the buy side and sell side and in both public and private transactions. We strive to be genuine strategic partners and to support them throughout all the different stages of their corporate life cycle. By getting to know our clients and understanding their operations and long-term goals, we can offer tailored advice that drives meaningful value and helps them meet their objectives. 

What types of cases/deals do you work on? 

My practice covers the full spectrum of M&A transactions, including representing acquirers, sellers, and companies entering into combinations, joint ventures, stock sales, and asset sales. While no two deals are alike, the common thread is that Cravath’s clients turn to us to steer their highest-stakes, highest-value, and most complicated transactions, making my work particularly exciting. In every transaction, our goal is to synthesize complex ideas into clear, practical guidance, enabling clients to make well-informed decisions on issues they may be facing for the first time.

How did you choose this practice area? 

When I graduated from law school, I knew that I was interested in corporate law but didn’t have a solid idea of which practice area I wanted to pursue. Joining Cravath and training in the rotation system as an associate, I was able to rotate through different corporate practice areas every 12 to 18 months, allowing me to hone my skill set as a general corporate attorney while getting training in multiple practice areas. 

The experience required me to think about which practice areas I could really see myself building a career in, and I ultimately found that M&A was the best fit. 

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

Every day at Cravath is different, and every transaction I work on is different. That said, dealmaking is a very collaborative process by nature, so the most consistent aspect of my days is communicating with the different stakeholders involved. That could mean jumping on a call with a board, having a negotiating call with a client and a potential buyer or seller, or meeting with other partners or associates on the Cravath team to execute the client’s requests. 

Collaboration and collegiality are hallmarks of Cravath’s M&A practice. We hold regular partner and department lunches, during which we discuss current legal developments and trends in the market, and we are always thinking about and looking for opportunities to mentor the associates in our groups. 

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

There are definitely courses in law school that are important to take if you’re interested in M&A, including Corporate Law, Securities Regulation, and financial statements—the last of which is especially helpful if you don’t have a business background, as you will need to be able to read and interpret companies’ financial statements. Law schools have also increasingly started to offer clinics for practical skills like negotiating, which I highly recommend to any aspiring transactional lawyers. 

I also would encourage future practitioners to think about their years as an associate as a continued learning experience. I would say this time period is almost like an apprenticeship after law school—you’re digging deeper into areas that might interest you and getting invaluable on-the-job training and mentorship from partners as well as other associates. 

What do you like best about your practice area? 

The two things I like most about my practice area are the variety and the people. Under the umbrella of M&A, I get to work on both typical M&A deals (such as buying or selling a whole company) and advise clients on joint ventures, minority investments, and other strategic transactions as well as activism and corporate governance matters. Every day presents a different challenge, which means there’s never any risk of the job becoming repetitive or dull. 

I also really enjoy working with and deeply respect my colleagues at all levels, which is critically important when you’re collaborating on high-stakes transactions. 

What is unique about your practice area at your firm? 

Cravath is a leader in the global M&A space, which means we have the chance to work on some of the biggest, most complex, and most exciting deals out there, and we are able to attract incredible talent. It’s an amazing feeling to be sitting in a meeting or on a call with our internal team, knowing that I’m working alongside the best and the brightest legal minds and that, together, we can creatively solve any problem or address any challenge that a client brings to us. 

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

There is a lot of effort made at Cravath to ensure that all associates, including summer associates, are treated like instrumental members of the team. 

Within M&A, we give summer associates a lot of responsibility and ownership across the dealmaking process. This is not just because we want them to get the most out of their opportunity here but also because we want them to be able to hit the ground running as first-year associates if they decide to return to the firm full-time. That was certainly my experience as a summer associate, and it was one of the main reasons I felt so comfortable on my first day at Cravath after graduating from law school. 

Cravath also pairs each summer associate with a supervising partner, which not only provides a designated, responsible mentor but also helps introduce associates early to our culture of collaboration across teams, practice areas, and departments. 

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

The M&A landscape is always evolving—Delaware case law plays a large part in this, as do other shifts at the state, federal, and international levels. Because of the ever-changing nature of the work, practitioners who want to be successful need to enjoy learning and be proactive about keeping themselves, their colleagues, and their clients up to speed with the latest developments. 

At Cravath, this is baked into our culture, which means that even the most-senior members of the firm are actively seeking out opportunities to grow as attorneys and share their knowledge with others.

Bethany A. Pfalzgraf is a partner in Cravath’s corporate department who focuses her practice on public and private M&A, as well as corporate governance and disclosure matters. 

In 2023, Bethany was named one of the Top Women in Dealmaking by The Deal. She has also been recognized for her work in M&A by IFLR1000 and has been named to the Lawdragon 500 X—The Next Generation list. Bethany was selected to serve as a member of Law360’s Mergers & Acquisitions Editorial Advisory Board in 2024.

Bethany is from Londonderry, New Hampshire. She received a B.A. cum laude from Boston College in 2010 and a J.D. from Columbia Law School in 2014, where she was a Harlan Fiske Stone Scholar, a member of the Journal of Transnational Law, and a member of the moot court. Bethany joined Cravath in 2014 and was elected partner in 2021.

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.

Evan Kanter, Partner • Carol Starnes, Associate
Jones Day

Describe your practice area and what it entails.

Evan: I feel fortunate to have developed a practice that is interesting and that I really enjoy. At a basic level, my practice involves advising clients on M&A, joint ventures, capital raising and financing transactions, and general corporate law and business matters. My day-to-day activities generally consist of drafting, negotiating, and reviewing transaction documents and numerous conference calls with clients, opposing counsel, and/or other advisors. More specifically, my practice tends to feature transactions in the gaming, hospitality, and transportation sectors, which keeps things interesting to say the least. As a partner in Jones Day’s corporate practice, my deals often involve a team from multiple Jones Day practices working seamlessly together, often across offices and sometimes even countries. We pride ourselves on our first-in-class client services, and that starts with good and regular communication among our Jones Day colleagues and with our clients.

What types of clients do you represent?

Carol: One of the most rewarding aspects of my practice is working with a wide variety of clients in terms of both size and industry. We work with large public companies, midsize public or private companies, family-owned businesses, and startup companies. Our clients also span different industries: consumer goods, technology, industrials, and energy, to name some. Serving clients of all types has helped me build a breadth of knowledge and experience that I can draw on no matter what kind of deal I am working on. It also ensures that no two deals are the same, which keeps the work new and interesting. I have also been exposed to the various working styles and experiences of the Jones Day lawyers who I have worked with, which has helped me develop my own strengths and client relationships.

What types of cases/deals do you work on?

Carol: Just about everything. Whether a client is buying a new business, selling an existing business, or partnering with another company to start a new venture, my focus is helping to manage the deal process and ensure our client is adequately protected from the risks inherent in the transaction. Clients are often excited about the new opportunity, which is not only infectious but also makes the work particularly rewarding. Most of our deals are cross-border, so I am frequently working with colleagues all over the world and gaining a unique and up-close perspective on how businesses operate around the globe. This aspect of transactional work at Jones Day is particularly exciting.

How did you choose this practice area?

Evan: I majored in accounting during college and found that the corporate practice allowed me to leverage my understanding of accounting and legal frameworks in advising clients and devising transaction strategies. Being able to converse with a client’s accounting and finance teams facilitates being able to advise clients on complex deals and help them navigate through issues. I started practicing law in 2008 in a real estate practice group and switched to a more general corporate practice as I was drawn to the dynamic nature of M&A transactions, which affords me the opportunity to collaborate with a number of talented attorneys across various disciplines at Jones Day.

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

Carol: There truly is no “typical” day for a transactional attorney. Some days, I spend the entire day drafting or revising a purchase agreement for a single transaction (a task I love!), and other days, I am juggling tasks for five or six different ongoing transactions. As the client-facing project manager for each deal, I spend a significant amount of time coordinating and communicating with the larger deal team, which includes subject matter specialists (tax, employment, intellectual property) and local counsel for each country implicated by the deal. It is my job to understand the issues that arise, seek guidance on solutions from the right people, and communicate our recommendations to the client. At Jones Day, we are given the opportunity to take leadership roles on deals at a relatively early stage in our career, which has accelerated my growth as a transactional attorney and given me confidence to take on more.

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

Evan: As a starting point, I would say be cognizant of your accounting and financial literacy and participate in as much training as possible to strengthen those skills as needed. I would also encourage law school students interested in transactional work to try and take any corporate law or tax courses or seminars. That all being said, most of the training to become a corporate attorney is on-the-job and comes from working with others in your field, which is why Jones Day has robust and detailed training programs for attorneys across all practices, including those specifically targeted for corporate and transactional attorneys. Do not be afraid to ask questions when starting out.

What do you like best about your practice area?

Evan: The fast-paced and dynamic nature of the work is never boring, and I cannot recall a boring day at the office. Each transaction ultimately presents bespoke challenges and requires innovative solutions to resolve. Working with clients at different stages and across different industries creates an intellectually stimulating environment. Being a corporate attorney allows me to be at the forefront of transformative business decisions. In 2019, for example, I worked on a transaction involving the first-of-its kind national media and sports wagering partnership in the United States. What a thrill!

What is unique about your practice area at your firm? 

Carol: Practicing in Jones Day’s corporate practice ensures that almost all of the transactions I work on have an international reach. This is not necessarily unique, but because of Jones Day’s culture, in which its lawyers around the globe work hand in hand with one another, it is unique that I am able to rely on my colleagues (and friends) in other countries to work alongside me on these transactions. Our firm prides itself on being “one firm worldwide” which means that we work seamlessly across many time zones. Rather than having to engage local counsel and build new relationships for each new transaction, we have the luxury, comfort, consistency, and familiarity of working within our own firm.

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

Carol: I started at Jones Day as a summer associate and left knowing I wanted to practice in the corporate group at Jones Day! I was given many opportunities to operate as though I was a junior associate, which felt meaningful and exciting. I sat in on negotiations of purchase agreement terms, drafted some of the simpler deal documents, reviewed customer contracts for a potential target company, and helped compile a closing set for a completed deal. Jones Day puts great emphasis on providing hands-on experiences to its summers, which helped me understand what a transactional practice involves and the kind of work I could be doing in my first few years. It also showed me how collaborative the transaction process can be, which is something I still love about my practice today.

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

Evan: Most corporate attorneys begin their careers as associates in law firms, with initial work consisting of due diligence, preparing ancillary documents, and helping senior associates and partners with tasks. If you are a successful associate, you can become a partner at a law firm, overseeing transactions and mentoring the associates. There are, of course, different paths—other than continuing to practice at a law firm—including transitioning to in-house roles, working on that company’s corporate transactions and often handling other legal aspects of that company’s operations. A number of my former associate colleagues have also been able to advance from legal roles to executive roles, including as CEO.

Evan Kanter advises private and public companies on domestic and cross-border M&A, capital raisings, joint ventures, and general corporate law and business matters. He has achieved successful results for a broad range of clients, including private equity funds, portfolio companies, startup companies, and private investors. Evan has significant experience counseling clients in the gaming, hospitality, and transportation sectors.

Carol Starnes focuses her practice on M&A and advises public and private companies on domestic and cross-border mergers, acquisitions, and divestitures. Carol frequently advises companies on corporate governance and fiduciary matters, including board education, takeover preparedness, shareholder activism, and board self-assessments. She also represents early- and growth-stage companies on formation and financing transactions.

The views and opinions set forth herein are the personal views or opinions of the authors; they do not necessarily reflect views or opinions of the law firm with which they are associated.

Scott Barshay, Chairman of Paul, Weiss • Laura Turano, Partner—Corporate
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Describe your practice area and what it entails.

Scott: My practice focuses on advising companies and their boards on M&A, defending against activist hedge funds and various other board, corporate, and crisis management matters. I regularly strategize with my clients on how to achieve their larger business objectives and provide my perspective from a legal standpoint on a wide range of business issues that come up day-to-day.

Laura: Like Scott, I advise clients on their most transformational public and private company M&A, joint ventures, carve-outs, and other transactions. Many of my deals are cross-border and highly complex and require close coordination with specialists across the firm in executive compensation, intellectual property, litigation, tax, or other areas.

What types of clients do you represent?

Scott: Paul, Weiss advises many of the biggest and best public companies and private equity firms on their most important M&A transactions. Our clients include Amazon, Burger King, Carrier Global, Carnival, Chevron, Endeavor Energy, Estée Lauder, Etsy, General Electric, General Mills, General Motors, Honeywell, IBM, Kraft Heinz, McDonald’s, Merck, Qualcomm, Rocket Companies, Starbucks, Subway, WWE, and many others.

What types of cases/deals do you work on?

Scott: I’ve worked with Chevron and IBM for decades on major M&A transactions, including Chevron’s pending $60 billion acquisition of Hess and IBM’s $34 billion acquisition of Red Hat. Earlier this year, I helped General Electric complete its spin-offs into three separate public companies focused on aviation, healthcare, and energy and, alongside Laura, closed a $20 billion cross-border deal between WestRock and Smurfit Kappa, creating the largest publicly listed global packaging company by revenue. Last year, I closed the $21 billion deal between WWE and Endeavor, parent of UFC, to combine WWE and UFC into TKO.

Another part of my practice is defending clients facing activist threats, including recent successful proxy contests for McDonald’s, Starbucks, ADP, Crown Castle, and many others.

Laura: Currently, I’m the lead advisor to General Mills on its pending $1.45 acquisition of Whitebridge Pet Brands’ North American business. I’m also working with Carrier Global on several global M&A transactions totaling about $20 billion, including its €12 billion acquisition of Viessmann Climate Solutions—part of the company’s strategy to become a world leader in intelligent climate and energy solutions.

Last year, I was the lead advisor to Estée Lauder in its $2.8 billion acquisition of TOM FORD, and I worked on Merck’s $10.8 billion acquisition of Prometheus Biosciences. I often work on entertainment and retail deals, such as Sphere Entertainment’s spin-off of MSG Entertainment and Chico’s $1 billion sale to Sycamore Partners.

How did you choose this practice area?

Laura: As a first-year associate, I gravitated towards corporate work, where I was quickly hooked by public company M&A. I was staffed on a large international M&A deal, which was a thrilling and formative learning experience. I loved the challenge of being outside of my comfort zone and felt empowered by my ability to meet tight deadlines, find solutions, and earn the trust of my client and my colleagues. I’ve never looked back.

Scott: Early on in my career, I did my first M&A deal and absolutely loved it. From that point, I knew M&A was what I’d be doing the rest of my life. It’s exciting, fast-paced, and high-stakes. You need to listen closely to clients to understand their needs and motivations to help them solve their problems. You also need to listen closely to counterparties to come up with a win-win or at least a compromise acceptable to both sides. It’s all about listening, analyzing, and problem-solving. It’s been over 30 years since my first M&A deal, and I still love the work.

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

Scott: Very little of my day is planned or predictable, but that’s the nature of the business and what keeps things interesting. Calls come in from clients and colleagues with issues and problems, we decide what to do, we execute, and then we move on to the next issue. I always have several extra chairs open in my office for associates and summers to sit and listen in on important calls and negotiations, so they can see how those conversations are handled and learn by example, just the way I learned.

We’re in a time of exciting growth in our corporate department, so I also spend time meeting with other members of Paul, Weiss leadership to discuss new developments and how to execute on our strategy.

Laura: While there is no typical day, the common denominator is providing seamless, holistic service to our clients. I’m often in meetings or on calls with global clients, advising them and helping them execute some of their most ambitious and complex M&A deals.

As Co-chair of the firm’s International Committee, I also regularly meet with representatives of law firms from around the world. I devote substantial time to mentoring junior associates. Each day, I share insights with associates after calls, offer shadowing opportunities, and meet for one-to-one coffees or meals. When I’m staffing deals, I try to find opportunities for junior associates to take the lead. I also teach many M&A trainings, often incorporating the soft skills needed for the work: communicating constructively, anticipating and solving issues, and reducing complexity for clients. As the corporate department’s hiring partner, I frequently meet with candidates to answer questions about Paul, Weiss and our transactional work, as well as to learn about the candidates’ professional goals and interests.

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

Laura: Superior preparation, a tireless work ethic, and resourcefulness will help junior associates overcome lack of experience and differentiate themselves from their peers. When you have a problem, practice resourcefulness: Turn over every stone and explore every possible solution before asking for the answer. Client service is a hallmark of our M&A practice, so if you can learn how to self-educate, prepare, and be indispensable, the client will rely on you and trust you, regardless of age or seniority level.

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 each contribute towards the larger goal of finding the most effective solution for the client. At Paul, Weiss, we believe this diversity of thought, style, and background is not just valuable but essential to innovative lawyering and problem-solving.

What is unique about your practice area at your firm?

Scott: We have the best associates, partners, and clients in the world. Our M&A lawyers are creative, commercial, smart, and 100% focused on problem-solving for our clients in a highly supportive firm environment. Culture is key. We support and root for each other, and we have fun every single day.

Laura: I agree with Scott—our biggest differentiator is our people. Junior associates get to work alongside and learn from the most talented dealmakers in the industry. Our superstar M&A team makes the impossible possible for our clients because we all share a commitment to excellence, client service, and teamwork—and we genuinely enjoy working together.

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

Laura: Our summer program provides a fantastic 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. I oversee the corporate aspects of the summer associate training program and ensure summers are immersed in deal work and are gaining substantive drafting skills. I work one on one with summers to set goals, give feedback, and answer questions about our corporate practice. The program also provides frequent opportunities to sit in on major negotiations, board calls, and team meetings so that summers can observe in real time how a transaction unfolds.

Scott: That’s one of the best parts of our program: Summer associates at Paul, Weiss have access and exposure to our biggest, most important deals. From day one, we consider them part of the team and give them real responsibility. 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 even had summers come up with ideas and solutions that no one else thought of—you just never know. If you’re interested in M&A, Paul, Weiss has the most well-rounded, fun, and engaging summer program in the industry.

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

Laura: I keep in mind that every challenge is an opportunity for success. Many M&A deals I’ve worked on over the years were considered impossible, and my team and I did them anyway. That is how lawyers grow: adapt, add new tools to your toolkit, take on assignments that might be too hard for you. Ask yourself, “What is the biggest growth opportunity here?” and “How can I exceed the client’s expectations?”

At the negotiation table, I stay focused on achieving my client’s goals and understanding the counterparty’s goals, and I avoid getting swept up in the “our way or the highway” approach. Being an active listener is an important skill, and I often maximize value for clients by listening to the issues— and listening for the answers.

Last but not least, I trust and value my team. Paul, Weiss prioritizes robust training and mentorship because we want you to shine and succeed. When the stakes are high, I count on my team to be the best they can possibly be, and they always deliver.

Scott Barshay is Chairman of Paul, Weiss. Widely recognized as one of the country’s leading M&A lawyers, Scott advises clients on their largest and most important M&A transactions and activist defense and crisis management situations. He has received numerous awards and recognitions for his work, including from The Financial Times, The New York Times, The Wall Street Journal, The National Law Journal, and many others. MergerLinks ranked Scott the Top M&A Lawyer in North America for both 2023 and 2021 by deal value, and The American Lawyer recently named him Dealmaker of The Year. Scott earned his J.D. from Columbia Law School.

Laura Turano is a partner in Paul, Weiss’ M&A group and leads the corporate department’s hiring efforts. As one of the industry’s most prolific and accomplished dealmakers, Laura advises global clients on M&A, joint ventures, carve-outs, and other major transactions. She has received numerous recognitions for her achievements from The American Lawyer, Bloomberg Law, Law360, IFLR, and The Deal, among others. Laura earned her J.D. and LL.M. from NYU School of Law, where she is an adjunct professor teaching M&A and a member of the Advisory Counsel of the NYU Law Institute for Corporate Governance & Finance.

Feifei Bian, Partner—M&A and Private Equity
Sidley Austin LLP

Describe your practice area and what it entails.

I am a partner in Sidley’s global M&A practice. I represent clients on both the buy side and sell side in M&A transactions, which can take the form of an acquisition or sale of a whole company group, a majority or minority equity stake in a company, or substantially all or certain assets of a company. I also represent clients entering into joint ventures with a capital, technology, or content partner to establish a new company, which includes negotiating for clients’ governance and the economic rights and obligations they have in the new company, as well as representing startups in connection with their capital raisings by means of equity financings.

What types of clients do you represent?

The clients I represent cover a wide range, including publicly listed companies with a multibillion dollar market cap, private equity sponsors with billions of dollars under management and their portfolio companies, startups (ranging from early-stage startups to late-stage startups ready for liquidity events, such as a sale or an initial public offering), venture capital firms, family offices, and high-net-worth individuals, including movie producers and celebrities.

What types of cases/deals do you work on?

On the buy side, I work on transactions ranging from multi-billion dollar strategic, add-on, or new platform acquisitions for company and private equity clients to single-digit million dollar acquihires for startup clients, mostly in the life sciences and technology industries. On the sell side, I work on a sale whenever a private equity client is ready to exit from its investment in certain portfolio companies or whenever it makes strategic sense to break up specific investments or when a startup and its venture investors and founders are ready for a liquidity event, which can take the form of a sale to another company or private equity buyer or a business combination with a special purpose acquisition company to access the public capital market. I also represent clients in joint venture transactions with investors, mostly in the life sciences, technology, and entertainment and media industries.

How did you choose this practice area?

I always liked brokering deals between parties. In law school, my favorite class was contract negotiation. I liked the practice of understanding the two parties’ interests, bottom lines, and common goals and working out an agreement that was beneficial to both parties. Whether I am on the buy side, sell side, or negotiating a joint venture transaction, I make sure to know what my client’s interests and goals are—for example, an acquisition that will strategically benefit the client’s market position in certain segments—and what the other side’s interests and goals are—for example, a successful liquidity event that will generate great returns to the investors and founders. I enjoy the process of helping the two sides reach an agreement on mutually beneficial transaction terms.

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

A typical day starts with me checking emails that have been sent to me overnight, making sure time-sensitive emails are handled promptly, and then making a list of items I need to complete for the day. I will then embark on completing each item on the list, which could be finishing off a purchase agreement for a deal and getting it out to the other side, reviewing documents and then getting the comments to more-junior lawyers, or setting up and having meetings with clients or the opposing side to align on deal terms or next steps.

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

I recommend taking contract, contract negotiation, and M&A classes in law school, all of which I took and thought were very helpful. Collaborating with colleagues in study groups and on team projects is also good preparation for practicing M&A law, which involves working with specialists across different practice groups. Lastly, while participating in summer programs at a law firm, I recommend seeking out involvement in an M&A deal, ideally from start to finish, so that you can see firsthand what working on a deal entails.

What do you like best about your practice area?

I like that the participants in a transaction are generally working toward the same goal, that is, an agreement that can be accepted by and benefit both parties. The process can take a while, as parties may disagree on issues that arise. But most of the time, the parties will work out an agreement, and it is ultimately the legal team’s responsibility to make sure that all the issues uncovered are properly addressed and that clients’ interests are protected.

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

A junior lawyer on the buy side typically conducts legal due diligence of the target and reports any issues to a more-senior lawyer and, eventually, to the client to determine whether the issue is a deal breaker or if a purchase price or other adjustment needs to be made. On the sell side, a junior lawyer would assist the client with making proper disclosures against representations and warranties in transaction documents so that the client cannot later be found in breach of these representations or warranties or be subject to fraud claims. A junior lawyer on either the buy side or sell side would also usually be tasked with preparing acquiring-entity formation documents and other ancillary transaction documents.

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

A summer associate in my practice area at my firm is generally treated as a junior associate during the summer so that he or she can get a sense of what a newer associate’s work is like. If assigned on a deal, the summer associate will be involved in legal due diligence, ancillary document drafting, deal checklist preparation, and meeting with clients or the opposing side to discuss deal terms. The summer associate will have a junior associate adviser and a senior associate or partner mentor to make sure he or she is getting the experience and guidance needed.

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

For me, prioritization and communication are key. Every morning, I will take stock of what I have on hand and assign priority to tasks that have to be completed that day. Additionally, if I am on an especially fast-paced deal or in a crunch for signing or closing a deal, I will make sure to let team members on my other deals know that they will need to cover for me. For each deal I am on, I also keep a running list of open issues that need resolution so that no issue falls through the cracks.

Feifei Bian provides practical strategic advice to companies, private equity sponsors, and their portfolio companies and investors at all stages in connection with M&A, venture financings, minority investment, and other strategic transactions across a wide range of industries and jurisdictions, focusing primarily on the life sciences, healthcare, technology, and entertainment and media industries. Feifei also regularly advises publicly traded and private companies regarding corporate governance matters, disclosure policy, issues arising under federal securities laws and the rules and regulations promulgated thereunder, and state corporate law.

She was recognized in Variety’s “Legal Impact Report 2021” for her corporate work in various transactions in the media and entertainment industry. Feifei is a member of SidleyWomen, a committee focused on the retention and promotion of women lawyers at the firm.

Mimi Wu, Partner—General Practice
Sullivan & Cromwell LLP

Describe your practice area and what it entails.

My practice focuses on M&A, where I have the opportunity to advise some of world’s most influential companies on a wide range of corporate matters. S&C is the top-ranked firm for global M&A over the past five years, and working on M&A transactions allows me to combine creativity with strategic and commercial sensitivity to help our clients achieve the best result. One distinguishing feature of S&C is that all of our lawyers are trained as generalists in many facets of corporate law. While my focus is on M&A, I’m able to work closely on multidisciplinary teams across all of S&C’s global offices and practices.

What types of clients do you represent?

As a member of S&C’s M&A group, I am able to advise clients on some of their most transformational deals across the energy, healthcare and life sciences, consumer and retail, and industrials and manufacturing sectors. Over the course of my career, I have represented Abiomed, Amgen, Biohaven Pharmaceuticals, C&S Wholesale Grocers, Enbridge, FTX Trading, Symbotic, United Rentals, and many other companies. S&C’s broad M&A client base includes large public companies, who we advise on industry-shaping deals, as well as smaller companies, who we counsel on strategically significant and complex matters.

What types of cases/deals do you work on?

I work on a variety of public and private M&A transactions in the healthcare and life sciences, energy, industrials, and technology industries. I also represent clients on M&A matters related to restructurings. Recently, I have advised

  • Abiomed on its $18 billion acquisition by Johnson & Johnson, the largest all-cash medtech deal in history.
  • Amgen on its $27.8 billion acquisition of Horizon Therapeutics and the approximately $1.9 billion acquisition of Five Prime Therapeutics.
  • Enbridge on multiple transactions.
  • FTX Trading in connection with multiple M&A deals.
  • Symbotic on its approximately $7.5 billion new customer contract with GreenBox and its $5.5 billion merger with SVF Investment Corp.

How did you choose this practice area?

In the corporate group at S&C, we have an unassigned two-year period where people are able to try a little bit of everything. I tried M&A as one of my first practice areas and fell in love with it. I loved the work and the people I was working with, and I loved how M&A allowed me to be the first point of contact for both my clients and other lawyers within the firm on a matter. You are the first person the client turns to when they have any questions, whether about M&A or any other aspects of the deal. To be a sophisticated M&A lawyer you need to understand a little bit of executive compensation, a little bit of IP, tax, etc.—enough to guide your client and understand how all those areas fit into the broader transaction. In this way, M&A is a great area for people who want to continue to maintain a pretty broad and generalist practice.

On a macro level, I also love the strategic aspect of M&A. I feel like a really valued advisor for clients on transformational transactions at key points in their corporate history.

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

As most M&A lawyers will probably say, there is no one “typical” day. The tasks really depend on where you are in the phase of the deal. They might involve reviewing diligence reports, reviewing merger agreements and related ancillary documents, negotiating with counterparties, discussing all of those with the client, and so on. As you get more senior in the role, the amount of time you spend on certain tasks will shift, and you will spend more time advising and negotiating as opposed to reviewing the nitty gritty of diligence or putting together first drafts of agreements.

In general, as an M&A lawyer, even if you don’t know all of the details of the various tasks everyone is performing, you need a lot of facility at connecting the dots and knowing how, for example, something small that shows up in a diligence report can end up impacting the broader deal. You also need to be flexible and ready for your well-planned days to turn upside down in the blink of an eye. I’ve had days where a client gets an unexpected inbound takeover offer, and all of a sudden, I’m on calls with management and in a board meeting called on a few hours’ notice.

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

Though having a good base understanding of securities and corporate law—particularly to do public company M&A work—is useful, M&A is not necessarily the sort of area where you need to know a ton of “black-letter law” and have to take a certain slate of classes in law school.

I took an M&A seminar with some of our S&C partners as a 3L, which I found helpful because it really laid out the basic process of an M&A transaction. The class went through the different stages of a deal and main agreements that get negotiated at each stage, which was helpful to set the scene for understanding what a transaction looks like in an academic setting before being thrown into it on the job.

I also always like to recommend some sort of accounting or capital markets class. Day-to-day, we deal with purchase price adjustments, we need to translate accounting or evaluation concepts into legalese, and we need to understand company valuation because the economics of a transaction will drive the deal terms. You can, of course, learn accounting and valuation on the job, but having a good background is helpful to hit the ground running.

What misconceptions exist about your practice area?

I think the big misconception is that you’re going to come across people that are pound-the-table types and that everybody is going to be yelling all the time. Certainly, those negotiation styles still exist, but for the most part, M&A lawyers tend to be much more collaborative and commercial. Our clients want to get a deal done, and it ends up being more fun when you think about M&A as “trying to expand the pie for everyone,” not just trying to win at the detriment of long-term relationships. It ends up being a very team-based sport, both internally with the client and even with the other side.

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

AI will change how M&A is practiced. The speed at which we can review diligence, pull precedents, and figure out what’s “market” in the terms that go into an M&A deal will impact how we think about M&A. What it won’t change is the necessity of being creative. The deals that AI can’t help as much on are the ones that are going to be complicated, like cross-border transactions or joint ventures. I don’t think AI is going to change the practice to the point where we no longer need M&A lawyers; it will force us to be better M&A lawyers. We have so much more information at our fingertips, but it still needs to fit into the broader jigsaw of “How do you make this work in an increasingly tricky general political, regulatory, economic, or social environment?”

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

We treat our summer associates just like we do our first years and give them as much substantive experience as we can with respect to seeing the bits of the deal and starting to get a sense of how M&A work evolves. This might involve doing due diligence, drafting basic documents, drafting an SEC disclosure document, or looking at disclosure schedules. It might involve also doing what we call a “defensive profile,” where we look at any publicly available information about a company to try to get a sense of what their takeover defenses are, what their bylaws say with respect to a takeover, what material contracts there are, etc. It might also be helping partners write articles about what we’re seeing in the market right now, trends in M&A, and different types of M&A deals. We really try to give our summer associates a breadth of experience of what they would be doing as a first-year associate.

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

Honestly, you kind of have to steer into it. Part of the fun of M&A is the fact that it’s fast-paced and that you’re doing things that are really important for your client under some time pressure. Some of the most exhilarating times I’ve had on a deal are being elbow to elbow with a client at a negotiating table. I was once on a deal where we started negotiating on a Friday afternoon knowing that we had to sign and announce on Monday given the SEC disclosure requirements, and both sets of counsel and principals got into a conference room for three days and just got it done. You get a much better sense of your clients as people when you sit down with them, and being able to help channel a client’s stresses or frustrations into creative solutions or into results on a tight timeline is really rewarding. The fast-paced nature is something you embrace as part of the fun of being an M&A lawyer; you have to enjoy the fact that you might be surprised and have to react quickly.

Mimi Wu is a partner in Sullivan & Cromwell’s M&A group. She advises clients on a wide range of corporate matters, including public and private M&A transactions, restructuring transactions, governance matters, and financial advisory matters. She has represented clients across a number of sectors, including energy, healthcare and life sciences, consumer and retail, and industrials and manufacturing, and has been recognized in The 2024 Lawdragon 500 X—The Next Generation for her M&A expertise.

Mimi received her J.D. from Columbia Law School and MBA from Columbia Business School and graduated from Yale University with a B.A.

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