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Freshfields Bruckhaus Deringer LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Andrea M. Basham, Counsel — Global Transactions

Andrea is a counsel in the M&A practice of Freshfields’ New York office. Andrea advises companies in raising capital through public and private financing transactions and shareholders on their equity investments, including corporate venture capital programs. Her practice also focuses on disclosure and ongoing reporting obligations of public companies, public and private offerings of securities in the U.S. and elsewhere, and securities law and reporting aspects of M&A transactions involving public companies. Andrea received a J.D. degree in 2002 from New York University Law School, where she served on the Articles Committee of the NYU Law Review, and a B.A., magna cum laude, from Vanderbilt University in 1997.

Describe your practice area and what it entails.

I represent our corporate clients in their strategic joint ventures and non-control investments, including through corporate venture capital programs, as they increasingly seek to hedge against potentially disruptive technologies by outsourcing risks and costs and gaining access to research and development, intellectual property, and innovation strategies. I also represent institutional investors of all types in a variety of non-control investments. In addition, I represent a number of companies in a broad range of corporate matters—including governance, disclosure, M&A, and financing transactions.

What types of clients do you represent?

My clients include a mix of companies and institutional investors. On the corporate side, I have represented clients across a variety of industries, including industrials (Stanley Black & Decker), media (New Media, Universal Music Group), technology (Alphabet/Google, MercadoLibre), financial services (The Hartford Financial Group), oil and gas (Carbo Ceramics), and payments (Evertec), among others. On the institutional investor side, I have represented private equity funds, sovereign wealth funds, asset managers, and hedge funds.

What types of cases/deals do you work on?

Recently, my transactional work has been focused primarily on non-control and strategic minority investments by corporate and institutional investors. I have particularly enjoyed being part of my corporate clients’ evolution and growth in recent years with respect to their focus on emerging technologies. That work has included representing Alphabet/Google in its investment in SpaceX; Stanley Black & Decker in its varied investments in new technologies through its corporate venture capital arm; Stanley Ventures; and MercadoLibre in its combined $1.85 billion public and private/PIPE financing, which included a commercial arrangement with PayPal. I just represented Universal Music Group in connection with Tencent’s publicly announced purchase of 10 percent of the company from Vivendi and option to purchase a stake of UMG’s Greater China business.

How did you choose this practice area?

I knew coming out of college that I wanted to be a corporate lawyer and took two years to work in consulting to get to know the business world before going to law school. While I debated going to business school instead, what intrigued me most coming out of law school was being able to partner with business leaders to help them achieve their objectives. I particularly value the Global Transactions practice at Freshfields, given its forward-looking commitment to anticipating how economic changes and market shifts are likely to affect our clients and our practice, which allows us to be better lawyers to our clients.

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

This is a great question, and I could use all of this space to talk about the different adventures a day can bring. One of the things I find to be the most fun about being a law firm lawyer is the variety of matters I deal with on any given day. The most significant part of my day is really about human interactions. I spend a lot of time on the phone or in person with current clients, whether it be advising a client with whom I’ve had a long relationship on a one-off question that has come up or spending several hours on a call or in a meeting negotiating a transaction agreement with a broad group of clients and their advisors. And I particularly enjoy business development and focusing on new client relationships, which is increasingly a part of all our practices. I also spend a lot of time with colleagues, and I value Freshfields’ commitment to an open culture and collegiality. In an era where technology often makes avoiding direct human interaction way too easy, I make a point every day to try to meet with my teammates on my transactions in person and to spend real time teaching the associates with whom I work. The second part of my day almost always involves reviewing of contracts or other types of documents, requiring focus and concentration and the time to think through difficult issues without interruption—easier said than done, but an incredibly rewarding part of the job to get right. The third part of my day is spent organizing—making sure I’ve been responsive to every question, planning what needs to be accomplished in the short and medium term and how to get there, and ensuring that I’ve appropriately delegated the various things that need to be done.

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

The lawyers I look up to most are not necessarily those who have the best formal training or the most headline deal experience, but those who really commit to learning from every experience and remain adaptable throughout their careers. A corporate practice, and particularly one that is very transactional, involves a lot of people management, a lot of process management, and a lot of knowledge. No one is innately able to perfectly manage every deal, every problem, or every person that comes their way. We learn from each other. I think those who succeed the most are those who have paid attention to how others have performed successfully (or not) in similar situations and are able to implement their lessons learned in emulating the best aspects of them.

What do you like best about your practice area?

I love the variety of work and the variety of clients. At Freshfields, we don’t work in siloed industry or practice groups, and I’ve valued and sought to work in that sort of free-flowing, organic structure throughout my career. As a result, I’m always working on multiple projects for totally different clients. I particularly like the aspect of my practice that allows me to get to know the businesses of my different clients, and I am constantly learning something new. Most recently, this has included learning about what the 3D printers of the future might look like, how payments systems are rapidly evolving, and how music label contracts work.

What is unique about your practice area at your firm?

What I find most unique about Freshfields’ New York Global Transactions practice, as compared to other “Wall Street” corporate law practices, is its approach and commitment to being a truly global firm. The firm’s commitment to continuing to grow its corporate practice in the U.S. is unparalleled. But also, in a world where nearly every transaction has some sort of cross-border element to it, whether large or small, the breadth of the firm’s expertise both across practice areas and jurisdictions around the world is an asset that I believe positions the firm particularly well to serve our clients on the complex transactions that we expect to see in the years to come.

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

The variety that I appreciate about my own practice is equally applicable to a junior lawyer’s role. The junior lawyer will often be the first point of contact for a client, which creates a real opportunity early in her or his career to start developing professional relationships. The junior lawyer will often be responsible for keeping track of all workstreams on a matter—keeping the trains running on time and knowing where each deal is at any given time is an exciting way to learn about the complexity of a transaction without having to immediately dive into the substance and technicalities of all of the different workstreams. The junior lawyer will often be the first to take a pencil to paper (or keyboard to screen) in drafting a document, and our culture endeavors to give a junior associate as much responsibility as he or she is willing and ready to handle.

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

I think clients today expect their legal advisors to understand their businesses and the economics of a transaction to an extent much greater than they did 5 or 10 years ago, and that trend will continue. As a result, being a corporate lawyer means not only getting the legal advice right, but being a businessperson and being able to counsel clients on both legal and commercial aspects of an issue or transaction. In my mind, this continues to make our practice more interesting, and I value working at a firm that makes this a priority. I also think (and hope) that our legal teams will continue to look more like the world around us. Clients are increasingly demanding that their providers field diverse teams, and they value the contributions of women and minorities in a way that I think has really come to the forefront in the last several years. I am particularly proud of how Freshfields has committed to diversity; our team is both incredibly diverse and incredibly committed to continuing to build with diversity as a primary goal. Lastly, clients are well aware of the efficiencies that technology offers with respect to certain elements of providing and delivering legal advice. Freshfields is out in front of this, figuring out how AI can help contract review, how precedent gathering can be more effective, and how drafting can be more efficient, among other things. On all of these fronts, I am proud to be part of a commitment to an open-minded and adaptable approach to being the advisors on the next generation of transactions.