The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Harold Birnbaum, Partner—Mergers & Acquisitions
Harold Birnbaum is a partner in Davis Polk’s Corporate Department, practicing in the Mergers and Acquisitions Group. He advises U.S. and international corporate and private equity clients on a full range of public and private transactions, both domestic and cross-border. His experience includes mergers, acquisitions, investments, joint ventures, spinoffs, restructurings, special committee representations, and defensive and corporate governance advice.
Harold received a B.A., summa cum laude, in Russian Literature from Harvard University in 2004 and a J.D., magna cum laude, from Harvard Law School in 2008. He joined Davis Polk as an associate in 2008 and was elected partner in 2016.
Please provide an overview of what, substantively, your practice area entails.
My practice is focused on mergers and acquisitions. That covers a range of transactions including mergers, acquisitions, investments, joint ventures, spinoffs, and restructurings, as well as special committee representations. I also advise clients on defensive strategies and corporate governance issues.
What types of clients do you represent?
I represent corporate and private equity clients based in the U.S. and abroad. My corporate clients include companies in a variety of industries, such as health insurance (Aetna), professional services (PricewaterhouseCoopers), and oilfield services (Baker Hughes). My clients in the private equity space include Lightyear, Atairos, and Crestview.
What types of deals and/or cases do you work on?
I work on a variety of matters. Recent deals for corporate clients include representing Aetna on its pending acquisition of Humana and its related divestitures to Molina Healthcare, PricewaterhouseCoopers on its acquisition of Booz & Co., and Baker Hughes on its pending combination with GE’s oil and gas business. Recent deals for private equity clients include representing Lightyear on its sale of Clarion Partners and Atairos on its investment in Groupon.
How did you decide to practice in your area?
A number of different paths led me to M&A. One was headline appeal—when I was in law school and interviewing at firms, it was the height of the pre-financial crisis bubble, and it felt like every week a new $10 billion-plus leveraged buyout was splashed across the front page of the papers. As I did my research on firms and practice areas, I also came to think I would like the quasi-generalist nature of being an M&A lawyer, which has been borne out. Then, most importantly, during my summer at Davis Polk, and as a junior associate once I returned full-time, I did what I recommend all new associates do, which is to try as many different types of practice areas as you can. Ultimately, I landed in M&A because I enjoyed the work and above all liked and felt like I would learn a lot from the people.
What is a typical day or week like in your practice area?
During my time at Davis Polk, my “typical” day has evolved. Now, a typical day is heavy on phone calls and meetings—discussing and solving issues with clients, negotiating with the other side, and coordinating with other lawyers at Davis Polk, whether in M&A or other groups like tax, executive compensation/employee benefits, etc. I also spend time reviewing and commenting on contracts and other transaction documents prepared by others on my teams. I am also one of the M&A staffing partners, so I am responsible for assigning associates to new matters (we have a centralized staffing model).
What is the best thing about your practice area?
I really enjoy the variety of work in M&A. Every deal raises new issues that I need to tackle and counsel my clients on. There is nothing cookie-cutter about what we do. That keeps the practice interesting and is a big part of what makes it challenging. Another great thing about M&A is that, for the most part, our corporate clients don’t do the kind of deals they come to us for very often—sometimes they are once-in-a-lifetime transactions for them. But we work on them every day, so we can provide tremendous value and really become a client’s trusted advisor.
What is the most challenging aspect of your practice area?
The unpredictability of the hours. There’s no way around it, deals often come together very quickly and, it seems, at the most inconvenient times. If you want to be an M&A lawyer, you need to be ready for that.
What training, classes, experience, or skills development would you recommend to someone hoping to enter your practice area?
Having a basic understanding of financial statements and some familiarity with accounting is helpful, given the typical M&A client base and the transactions you are likely to work on. In terms of law school classes, I would recommend securities law/regulation. If your school offers an M&A class, that is a good way to get some exposure to the kinds of issues we deal with in M&A. And if you have the opportunity, take a contractual drafting course—it is an eminently teachable skill and quite a bit different than the focus of typical legal writing classes, which is more litigation-oriented. On a personal level, I worked in management consulting before law school, and found prior work experience to be beneficial. That is not specific to M&A, but real world experience just helps you hit the ground running. It’s definitely not a prerequisite, but is something to think about before you begin law school.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
I think it is important to note that there is not a single personality type that succeeds in M&A, and you do not need to have a particular background. My undergraduate degree in Russian Literature is proof of that. If you are smart, hardworking and interested, you can succeed in this or any other practice.
What is unique about your practice area at your firm?
The people at Davis Polk are what drew me to the firm, and what have kept me here. It is not just a group of smart lawyers, although they certainly are that. But they are also just good people, people you want to be around each day. The word “culture” gets thrown around a lot, and it can be hard to get a fix on what that really means or whether it’s real from the outside looking in. But at Davis Polk, our culture of collegiality is very real, and I think sets us apart.
What activities do you enjoy when you are not in the office, and how do you make time for them?
Most of my time outside the office these days is devoted to my family. My wife and I had our first child last spring, and we spend as much time as possible with him. I also love to play squash and explore new restaurants around town, in what may be the world’s best food city.