The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Peter Cohen-Millstein, Partner—Corporate/M&A
Peter Cohen-Millstein is a partner in Linklaters’ Corporate/M&A practice in New York. He represents domestic and international companies, as well as financial institutions, in all aspects of complex cross- border transactions, including public and private mergers, acquisitions, and leveraged buyouts. He also advises clients on SEC compliance and reporting, governance issues, and corporate and securities law matters. Peter serves as the Diversity Partner for Linklaters’ New York office. He received his A.B., magna cum laude, from Brown University in 1998, and earned his J.D., cum laude, from New York University School of Law in 2002.
Please provide an overview of what, substantively, your practice area entails.
As a corporate lawyer, I advise businesses on primarily cross-border transactions, which might be the acquisition of a business in the U.S. by another company; a U.S. company acquiring a business somewhere else in the world; or a transaction that has a global focus with a significant element that relates to the U.S. That could be a business or a busi- ness unit in the U.S., or it could be that the contract related to the transaction is governed by New York law, even though the business itself has very little to do with the U.S.
What types of clients do you represent?
I represent leading domestic and international companies across diverse sectors. A particular area of focus for me has been the healthcare sector, where I have worked with com- panies such as Novartis and Dr. Reddy’s on numerous deals. Recently I have worked on two exciting transactions involv- ing South African companies (Steinhoff and Sibanye Gold) acquiring U.S. public companies as they sought to diversify their businesses. In Steinhoff’s case, its US$3.8bn acquisi- tion marked the company’s entry into the world’s largest economy and created the largest multi-brand mattress retail distribution network in the world. For Sibanye, the transac- tion is an opportunity to enhance its asset base and create a globally competitive South African mining champion.
What types of deals and/or cases do you work on?
I do a broad range of corporate/M&A work. The interesting thing about Linklaters’ practice is that we do not tend to do “cookie cutter” transactions—rather than covering day-to- day domestic work, we focus our attention on high-profile, strategic work that demands technical skill and creative
strategic thinking. For example, alongside a global team of Linklaters lawyers, I worked with Novartis on the U.S. aspects of its transformational restructuring to refocus its portfolio of assets. Another recent deal I led involved advis- ing Oil Search on its acquisition of InterOil Corporation, a NYSE-listed company incorporated in Yukon, Canada, with all of its assets in Papua New Guinea. Working to reconcile all of these parts was extremely complex; the deal was ultimately terminated due to a higher bid from another company, which our client was not unhappy to see emerge. The types of challenges that it presented are what make my practice tick and push me to keep looking for innovative solutions to legal problems.
How did you decide to practice in your area?
It was exciting to me that with every M&A deal I could learn about a new company, a new industry, and new personalities. Doing M&A was a great way to be constantly broadening my horizons with respect to the facts, while using a relatively stable body of law that I could become knowledgeable about. As an M&A lawyer, you get to be very broad in terms of the subject matter of the types of deals you do, but become expert in market practice and the legal regimes underpinning M&A as you spend more and more time as a practitioner in this space.
What is a typical day or week like in your practice area?
The only typical is that there is no typical. One of the great things about being an M&A lawyer is that you can get a new deal on a Wednesday afternoon that entirely changes your schedule for the rest of the week. The one constant is the need to provide high-quality advice to our clients around the clock, because our clients are doing very important transactions for their businesses, and timelines are often critical to them. One of the ways that we can add the most value is by providing them with the advice they need wherever and whenever they need it.
What is the best thing about your practice area?
The best thing about my practice is understanding how things that you deal with on a day-to-day basis actually flow through the economy. For example, earlier this year when we helped Steinhoff, the second-largest retailer of furniture in the world, acquire Mattress Firm, the largest mattress retailer in the U.S., our team needed to really understand the strategic ratio- nale for the deal to give the pragmatic advice that our client needed. I really had to understand the business and learn the ins and outs of the mattress industry: How are they made? Where are the costs associated? Where are the opportunities to enhance the business? Why is this such an important piece of the puzzle for Steinhoff? You can’t understand how it helps Steinhoff’s business unless you understand the company you’re looking to acquire. Sometimes you’re able to relate to the business more easily: most of us have had first-hand experi- ence with the mattress industry in some way. Other times, the business might not be as relatable—when you’re doing a deal for a company that does exchange-traded derivatives, for example—but nevertheless these transactions are really important to the economy and you get to learn phenomenally interesting things about different businesses from the world’s leading experts on these businesses: the people who run them. That, to me, is one of the most fulfilling and enjoyable parts of the practice.
What is the most challenging aspect of your practice area?
Deals rarely happen on a timeline chosen by the lawyers—they have lives of their own. You need to be available to your clients all the time. Making that work within your other clients’ needs and your own life requires an intricate balancing act.
What training, classes, experience, or skills development would you recommend to someone hoping to enter your practice area?
A corporations class is critical. Understanding the various types of legal persons and business entities that are out there is fundamental. After that, I would say securities regulation and tax, because so much of the planning we do in transactions is driven by tax.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
There is a misconception that there is no law associated with M&A. Some lawyers will speak disparagingly of M&A lawyers by saying “It’s all market practice, there is no M&A law.” And yes, there is a tremendous amount of market practice that goes into being a successful M&A lawyer. However, the reality is that as you get more senior, you see just how important law is, and that law can be contractual interpretation, it can be securities law, it can be the fiduciary duties of directors in lots of contexts, not just the context of public takeovers. And what I find particularly interesting about our cross-border practice is conflict of laws issues. Applications of different laws becomes very important, and understanding how different bodies of law will interact with one another in a cross-border transaction is an incredibly rigorous and interesting intellectual pursuit.
What is unique about your practice area at your firm?
One of the hallmarks of the Linklaters M&A practice is the global integration of the practice. We are truly a global prac- tice. Most of our deals require sophisticated advice in many jurisdictions, and we field cross-border teams seamlessly, effortlessly, and regularly.
The number of firms fielding M&A practices has grown sig- nificantly, which has forced us to hone our own unique selling proposition and better understand our place in the market. There are any number of firms that can credibly do an M&A transaction, but there are far fewer that can do a phenomenal job on a complicated multi-jurisdictional M&A transaction. I think that as the market has grown, that has grown more demonstrable.
Linklaters as a whole has broadened our client base away from our very traditional roots within the financial services sector. If you look at our clients today, we have a lot more companies that produce things, and those companies are based all over the world. Most of them have a really keen interest in the U.S. as a market for their goods, as a source of talent for their companies and as a source of potential busi- ness acquisitions. The knock-on effect for our business of that expanding client base is that our M&A practice is getting more diverse in terms of the types of industries that we are acting in.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I love food, and I enjoy cooking. One of the real joys for me lately has been that my young children have started to enjoy cooking as well, and cooking together has become a family activity. I also have a real passion for leisure travel—which is very distinguishable from business travel!