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2021 DIVERSITY DATABASE UNDERWRITER Fried, Frank, Harris, Shriver & Jacobson LLP

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

Erica Jaffe, Corporate Partner

Erica Jaffe is a corporate partner in the Mergers and Acquisitions and Private Equity practice in Fried Frank’s New York office. She joined the firm in 2010 and became a partner in 2019.

Ms. Jaffe focuses her practice on mergers and acquisitions and private equity transactions, having re-presented public and private companies, financial sponsors, and investment banking firms in stock and asset acquisitions, carve-out transactions, joint ventures, divestitures, and investments in hedge fund and private equity fund managers. She also advises clients on corporate governance issues and general corporate matters.

Describe your practice area and what it entails.

I think of what I do in four different areas. The first is representing private equity sponsors who are looking to buy or sell a company or majority interest therein. The second area is what we call “stakes deals,” where we represent our clients who are making minority investments in the general partner or investment managers of private equity or hedge funds. The third area is public M&A work, and then the fourth is corporate-governance-type work, which involves providing everyday advice. In this context, we are often supporting the in-house legal department or providing counsel when a company does not have an in-house legal team.

What types of clients do you represent?

Our firm works with numerous private equity sponsors and corporate clients. I work a lot with AEA Investors LP and Goldman Sachs in various areas.

What types of cases/deals do you work on?

Within the last year, we represented one of our private equity clients who was looking to buy a company in the health care business through an auction process. Our client was the winning bidder, which was great, but they needed co-investors in order to fund the deal. This deal was really interesting, as we were working with the seller to close the purchase and sale transaction and also negotiating with our client’s co-investors on terms of go-forward shareholder arrangements.

Fried Frank recently represented Goldman Sachs Infrastructure Partners when they entered into an agreement to sell their majority stake in a Mexican toll-road operator. The deal involved in-person meetings in our offices in New York, with the buyers flying in from around the world, along with our Mexican co-counsel and representatives from Goldman Sachs.

How did you choose this practice area?

When I first started practicing, I knew that I wanted to be a corporate lawyer. In my first year practicing at Fried Frank, I had an opportunity to work on deals in the other corporate practices outside of my current practice. While I really enjoyed the assignments and working with the teams in various practice areas, the M&A deal structure made the most sense to me, and I appreciated how people worked together to negotiate a transaction that was a win-win for both sides.

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

Our main job is reviewing the governing agreements around a transaction. A lot of our time is spent on conference calls, where two parties to a transaction are talking about a principal transaction agreement—like a merger agreement—and are negotiating certain rights and obligations within that agreement. We also review those documents and prepare issues lists for discussion with our client and opposing counsel.

In addition, we spend a fair amount of time doing due diligence, which just means that if you’re representing either the buyer or the seller, you want to learn as much as you can about that company so that you’re prepared on either side on how to deal with an issue. As a junior partner, my role is more supervisory, and I spend time reviewing summaries and discussing any issues with our deal team.

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

Law school is great preparation for a legal career. While in law school, you learn and have an opportunity to develop many skills, but then, through experience, you translate that skill set into your practice area. However, I found that it was helpful to take classes that were focused on corporate subject matters, such as a mergers and acquisitions seminar and a securities law class. Even if the law changes over time or the way people think about a transaction may change, it’s beneficial to familiarize yourself with the various corporate terms and phrases as you start to understand how that all works. There are often also skill-developing opportunities through classes or externships that provide exposure to skills such as negotiating and speaking. Even if you never go to court as a transactional lawyer, you still need to be able to speak to 15 people and explain your point.

I also subscribe to a number of news services to see what deals are happening in the market. The Wall Street Journal is a good publication for law students interested in corporate law to review, and for practicing lawyers, there are other services that are really more focused toward transactional lawyers. This way, you are following what’s happening generally, and if your clients bring something up, you’ve seen it before.

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

In my experience, the most challenging aspect of the M&A process is being able to adapt and figure out a solution to a unique problem. This comes up in all kinds of transactions, particularly in what’s called a carve-out transaction, where the client is only buying a part of a business or selling part of a business—there are a lot of unique aspects to those deals. Our practice, in general, is challenging, and you need to work as a team to try to figure out a solution, which is really rewarding.

What is unique about your practice area at your firm?

What is somewhat unique is that we do not have separate public and private M&A groups. We have lawyers who are skilled in working with public companies that are listed on stock exchanges and also private clients. In many ways, while these deals are similar, there are some differences, and many of my colleagues have broad experience with various issues. We have a collaborative practice area, and if an issue comes up on our deal, even if I were the only person working on a deal, there are many other people I could reach out to in order to understand somebody else’s view on the best way to handle a particular issue.

What are some typical tasks that junior lawyers perform in this practice area?

Junior lawyers spend a fair amount of time on due diligence, which involves learning as much as possible about a target company, whether you are representing the buyer or the seller. Junior lawyers also prepare drafts of ancillary documents and certificates. Junior lawyers have an opportunity to prepare various papers as soon as in their first year out of school, which translates into client contact with support from the more senior lawyers on a deal team. Junior lawyers also help keep our team organized, which is important on a complicated transaction.

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

I’ve seen people take different paths. There are lawyers who continue to practice as outside counsel, as I have so far. There are others who “go in-house” to practice, either in a broader role as more of a “general counsel” or for an investment bank, where the lawyer’s role may be more similar to their practice as outside counsel. We often have contact with in-house lawyers, so there are times when our colleagues become our clients. Others do not practice law but have found that skills that were developed in law school and while practicing translate into other careers, including investment banking and marketing.