The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
John Amorosi—Partner, Corporate
John Amorosi is a mergers and acquisitions partner in Davis Polk’s Corporate Department. He advises both private equity and strategic clients, and has extensive experience in the full range of M&A transactions.
John is recognized as a leading lawyer in Chambers Global, Chambers USA and The Legal 500 United States. He is a member of the Corporate Advisory Board of the Practical Law Company and has chaired PLI’s Private Equity panel on a number of occasions.
Based in the firm’s New York office, John has also practiced in London and Northern California and worked extensively throughout Asia, Latin America and Europe. He is a member of Davis Polk’s Diversity Committee and Chair of the Compensation Committee.
John received his B.A. and J.D. from Georgetown University. He joined Davis Polk in 1995 and was elected partner in 2003.
Please provide an overview of what, substantively, your practice area entails.
As a member of the firm’s private equity practice, I represent private equity firms in connection with all of their needs, including structuring and consummating acquisitions and equity investments, disposing of investments through private and public sales, and executing recapitalization transactions.
What types of clients do you represent?
My clients include private equity firms that are active in all types of markets. I have represented Goldman Sachs’ merchant banking division, General Atlantic, Corsair, Metalmark, Morgan Stanley Capital Partners, Crestview, DLJ Merchant Banking, Symphony Technology Group and KPS Capital Partners on various transactions.
What types of cases/deals do you work on?
I work on the full range of private equity M&A transactions. By way of example, I recently represented a consortium led by the Merchant Banking Division of Goldman Sachs in connection with the preferred equity financing for the approximately $5.5 billion acquisition of Cabela’s by Bass Pro Shops, and affiliates of Goldman Sachs in connection with their acquisition of Genesis Capital, LLC. I have also represented consortiums led by Goldman Sachs’ merchant banking division and each of Advent, Rhône Capital, Vestar Capital and Blackstone on separate transactions with values ranging from $1 billion to $3.2 billion.
How did you decide to practice in your area?
I have always been focused on the intersection of business and legal issues. With demanding clients and complicated matters that require creative and practical problem solving, private equity presents a particularly acute intersection of those areas. It was a natural fit.
What is a typical day or week like in your practice area?
A typical day is heavy on conference calls and meetings—strategizing with clients, negotiating with the other side on a deal, and coordinating with other lawyers at Davis Polk, whether in M&A or other groups like tax, executive compensation or litigation. I also spend time reviewing contracts and other transaction documents prepared by others on my teams.
What is the best thing about your practice area?
I like the absence of rules in private equity, and I enjoy the variety of work. Every transaction raises new issues to tackle and counsel my clients on—there is no blueprint to follow. That keeps the work interesting and challenging.
What is the most challenging aspect of your practice area?
Private equity deals tend to be quite fast-paced and are often all-consuming. The unpredictability and intensity of the work, particularly when juggling multiple deals, can be challenging. This is only compounded by demanding clients who are running just as hard at their jobs as we are at ours.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In addition to the staple law school courses, like corporations and taxation, that one would naturally take if one was interested in this area, I would recommend taking classes in antitrust law and corporate finance. I would also take advantage of any interdisciplinary classes your law school offers through the business school, as well as classes that are interactive in nature and simulate transactional activity. In this respect, I took classes in Negotiations and Business Organizations when I was in law school and found them quite helpful.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
When I started out, private equity was really a type of M&A transaction. While it’s not quite a misconception, the market has evolved to such an extent that PE and strategic M&A are now more overlapping practice areas with significant differences, rather than PE being a subset of a larger practice.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Davis Polk is one of the few top firms with expertise across the entire spectrum of private equity transactions. From fund formation and marketing, to equity investments and divestitures, to recapitalizations, our lawyers have a deep understanding of the industry and have a pulse on the market, which helps us better serve our clients.
What is truly special about Davis Polk though—whether it’s the PE practice or any other group at the firm—is the caliber of the individuals and the quality of the firm’s culture. At every level, we’re surrounded by extremely intelligent, hard-working people who are a pleasure to work with and who fit hand in glove with a culture that prizes professionalism, understanding and inclusion.
What activities do you enjoy when you are not in the office, and how do you make time for them?
My time outside the office is primarily devoted to my family. I have two sons, ages 3 and 4, and I keep quite busy chasing after them with enthusiasm. As a result of their boundless energy, I also developed a fearsome appetite for exercise with the noble goal of enabling me to keep up with their boisterous requirements.
While it is certainly a double-edged sword, I am thankful for the flexibility technology provides in terms of working outside the office so that I can spend as much time as possible with my wife and kids.