The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Andrew M. Levine, Partner—Cochair of Private Equity
Andy Levine cochairs Jones Day’s global Private Equity Practice and has been the lead lawyer on global transactions for both sponsors and strategic participants, including ABM Industries, Cardinal Health, EagleTree Capital (f.k.a. Wasserstein & Co.), Monster Beverage, Omnicom Group, Procter & Gamble, Ryder System, Sprint Nextel, Stanley Works, Verizon, and WL Ross & Co.
Andy’s recent transactions include Verizon’s $3.6 billion sale of 24 data center sites to Equinix; Galenica’s acquisition of Relypsa for $1.53 billion; Stillwater Mining’s acquisition by Sibanye Gold for $2.2 billion; ITC Holdings’ acquisition by Fortis for $11.3 billion; Wasserstein & Co.’s sale of Penton Media to Informa for $1.56 billion; and Procter & Gamble’s sale of its beauty brands to Coty for $12.5 billion. Andy has substantial experience in distressed M&A, joint ventures, special committee transactions, corporate governance, takeover preparedness, and restructurings. He has worked in a wide range of industries, including pharmaceuticals and health care, consumer goods and retail, telecommunications, real estate, financial services, facility services, shipping, advertising and marketing, energy, and manufacturing. A frequent author on Delaware law developments, M&A, and governance issues, Andy has appeared as a commentator on CNBC’s Squawk Box, Bloomberg TV, and Bloomberg Radio.
Please provide an overview of what, substantively, your practice area entails.
Like all of Jones Day’s M&A and PE lawyers, I work with lawyers from nearly every other discipline in our firm on a daily basis in connection with dealmaking, including acquisitions, sales, mergers, investments, and joint ventures, as well as corporate governance matters and general corporate advice. Many of our private equity lawyers also advise funds and fund sponsors on investment management, co-investments, and regulatory and tax aspects of investments in private funds.
What types of clients do you represent?
I don’t specialize in any particular industry, which means I represent a wide variety of companies and private equity firms and have worked on transactions in the pharmaceuticals and health care, consumer goods and retail, media and telecommunications, real estate, transportation, manufacturing, facility services, shipping, advertising and marketing, energy, and financial services industries, among others. Because I am located in New York, which is the key financial center in the United States (and arguably the world), I work for clients who are in some cases local (like EagleTree and Verizon) and in other cases located elsewhere in the U.S. or the world (like Procter & Gamble, Monster Beverage, and Vifor Pharma).
What types of cases/deals do you work on?
I take pride in the fact that I don’t specialize in one particular type of client or deal. I have spent a lot of time and effort trying to develop as broad an experience base as possible because I believe that lawyers who have been involved in multiple types of matters and situations can provide better insight and business-oriented advice in unfamiliar circumstances. I think that overspecialization, while certainly a trend in the legal practice during my 20 years since law school, can be dangerous for deal lawyers.
As a result, I have experience in public company mergers and acquisitions (like ITC Holdings’ $11.3 billion sale to Fortis), other transactions for large public companies (like Verizon’s $3.6 billion sale of its data center business to Equinix, ABM’s $1.25 billion acquisition of GCA Services purchases, and Monster Energy’s strategic relationship with Coca-Cola), various transactions by private equity sponsors like EagleTree Capital, distressed M&A, joint ventures, special committee transactions, corporate governance, takeover preparedness, and restructurings.
How did you decide to practice in your area?
I originally went to law school because I wanted to be a litigator. During law school, I summered at a district attorney’s office one year and the attorney general’s office the next. I came to Jones Day fully intending to litigate. But the firm’s first-year program is designed to give new lawyers the opportunity to work in a wide variety of practice areas, which is great because you get exposed to real-world experience in areas of practice you don’t necessarily learn about in law school.
So that first year, I got staffed on a large public company deal with a senior transactional partner who was one of the most well-known M&A lawyers in New York. I was instantly hooked. It was fast-paced, high-profile, and challenging, and the negotiating aspects quenched my thirst for the in-person, live advocacy that had drawn me to litigation in the first place.
What is a typical day or week like in your practice area?
There really is no typical week—that’s part of what I love about dealmaking. That said, conference calls (and constant communication generally) are a large part of every week. In addition to that, I spend a good bit of time reading and drafting M&A- and PE-related transaction documents. Negotiations are typically done over the phone these days, but from time to time, they are in-person—from my perspective, this is probably the most fun part of my job. I love being in a room with our clients, the other side, and their lawyers, working together to find a way to make a deal work. Travel is relatively frequent, although one of the benefits of being in New York is that people tend to converge here when face-to-face meetings are required.
The other constant is coordination with other Jones Day lawyers—not only other transactional partners and associates working with me on a transaction, but lawyers from all of our other practices, both in New York and throughout the U.S. and the rest of the world. That’s one of the most satisfying parts of my job because our firm has a very distinctive and collaborative culture, and there is literally no internal friction when it comes to servicing our clients. We are dedicated to serving our clients’ interests, and the commitment with which we do so distinguishes our lawyers.
What is the best thing about your practice area?
The best part of being an M&A or PE lawyer is getting to be the quarterback of the transaction. This means working not just with the other lawyers in the group, but also with firm lawyers in other practice areas and offices. And the quality of our lawyers throughout the world never ceases to amaze me. I am almost always able to find someone within the firm who has experience with a substantive issue, no matter how remote. Equally important, our lawyers are always willing to jump in and help, regardless of the timing and other work they have on their plates.
In addition, we get to spend a lot of time with clients, which from my perspective is really important because it allows us to understand their businesses and goals—a necessity for being able to provide the best service possible. Beyond that, there is never a dull moment in dealmaking, thanks to the interesting people and moments we witness.
What is the most challenging aspect of your practice area?
The most challenging aspect of transactional work is related to my previous answer. As the quarterback of the transaction, you have to stay on top of every workstream and, in some cases, every issue, because ultimately the buck stops with you. Our clients expect and deserve to have one person they can count on to make sure everything gets done—properly and on time. So in addition to providing practical business and legal advice throughout the deal, the work involves a level of coordination and supervision that can be challenging, particularly when multiple deals are going on at the same time. But having a great team gives us a lot of comfort because we know they are focused on delivering consistently excellent client service. It has been very rewarding over the years to watch our junior lawyers develop and become skilled and experienced practitioners.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
As with every other practice area, there is simply no substitute for experience. Our clients are looking to us for more than drafting the perfect document—they want and need our real-world advice and judgment because not every issue has the same level of importance. And while some part of judgment is innate, a lot of it comes from experience.
In terms of practical advice, I think there are a number of things junior lawyers can do on their own to round out their games. I always recommend that people get in the habit of reading The Wall Street Journal or another business publication as often as possible. It’s also worthwhile to read the daily deal publications to see what deals are getting done and who is doing them. All of this allows you to understand trends in the business world and become familiar with business terms and concepts, all of which affect our clients. Lawyers who don’t take this next step and end up solely as document jockeys are not going to be in high demand.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
I think the biggest misconception about deal lawyers is that we are all constantly at each other’s throats, fighting about every point, as if there were some comprehensive scoresheet keeping track of how many points we win (against which we will all be judged at the ends of our careers). To be fair, some lawyers do seem to act that way, but I’ve had a much different experience. We deal with each other all the time, and the deal community is not all that big. The vast majority of lawyers from other firms with whom I’ve worked have taken a collaborative approach, driven by the fact that we’re not just advocates for our clients—we sometimes need to be advocates for the deal. We all know that you can’t win every point—there has to be enough compromise for both sides to be equally happy (or unhappy) with the way things shake out.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Jones Day’s Private Equity Practice has established itself over the years as a premier practice that consistently ranks at the top of the charts for number of PE transactions. But what really distinguishes us from our competitors is that we are more than simply a collection of fund formation and deal lawyers. We are part of a global institution that has capabilities in nearly every jurisdiction and across every practice area. As PE and other financial players have expanded the geographic scope of their investments and increased the level of complexity across multiple investment types, clients need more than advice in the areas that are traditionally within the purview of a typical fund formation or PE deal lawyer’s skill sets. We are one of the only law firms that can mobilize sophisticated and coordinated global teams to serve those needs, and our performance year after year is a testament to that. In that regard, Jones Day is really a special place.
What activities do you enjoy when you are not in the office, and how do you make time for them?
That’s an easy question to answer. Spending time with my wife, Liz, and my two kids, Bennett and Isabel, is my favorite thing in the world. We’ve recently taken up skiing and snowboarding as a family, so we’ve been spending time doing that and bonding over the various bumps and bruises that come with it (for some of us more than others). My family is my support system and my biggest fans, and it’s mutual, of course. Finding time isn’t easy with a high-intensity and demanding job, but life goes by quickly, so you just have to do it. After all, at the end of the day, supporting our families and providing a good life for them is why we’re doing all of this anyway.