The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Peter Cohen-Millstein, Partner, and Megan Ridley-Kaye, Counsel—Corporate/M&A
Peter Cohen-Millstein is a partner in Linklaters’ Corporate/M&A practice based in New York. He represents domestic and international clients in all aspects of complex cross-border transactions, including public and private mergers, acquisitions, leveraged buyouts, equity and asset sales, tender offers, exchange offers, recapitalizations, and joint ventures. He also advises clients on SEC compliance and reporting, governance issues, and corporate and securities law matters. Peter serves as the Diversity & Inclusion Partner for the Americas. He holds an A.B. from Brown University and a J.D. from New York University School of Law.
Megan Ridley-Kaye is a counsel in Linklaters’ Corporate/M&A practice based in New York. She represents clients in a variety of domestic and international corporate transactions spanning a wide range of sectors, including energy, consumer goods, infrastructure, pharmaceuticals, telecommunications, transport, industrials, and chemicals. She has advised clients in connection with a broad range of multijurisdictional equity and asset sales, including auctions, corporate restructurings, and joint ventures. She holds a B.A. from Wesleyan University and a J.D. from the University of Pennsylvania Law School.
Describe your practice area and what it entails.
Peter: As an M&A lawyer, I advise businesses at transformational moments in their trajectory—e.g., buying another company, selling their business or a portion of their business, or entering into a collaboration or joint venture. It’s an exciting aspect of business but one that companies typically don’t encounter very often, which means they turn to advisors who can assist them in navigating the distinct challenges that arise during M&A processes.
What types of clients do you represent?
Peter: Our clients are from all over the world. We advise U.S. clients on transactions both in the U.S. and elsewhere. Additionally, we advise clients from around the world on global and U.S.-based transactions.
Megan: We represent a variety of clients across all sectors and industries. We see ourselves as able to dig in deep into any industry to get to know the relevant issues that impact the transaction we are working on. Recently, we have done a lot of deals relating to energy and renewables, as well as consumer goods.
What types of cases/deals do you work on?
Peter: We work on transactions where differences in bodies of law and differences in market practice come to bear, and we need to be flexible in our ability to assist our clients in navigating those issues. We look for conflicts of law and how we can structure around them or avoid them. We also look for conflicts in market practice and how we can use those to our clients’ advantage. Our clients are sophisticated businesspeople in their home jurisdictions and a big part of our job is to translate what they know from their home jurisdictions into how deals are done in the U.S. or under New York law.
Megan: As Peter said, our practice focuses on transformative moments in a company’s evolution, be it an acquisition (of itself or of another company), strategic joint venture, or other similar major transaction. In addition, we give advice on commercial arrangements, such as long-term commercial contracts. We don’t get brought in to do cookie-cutter deals. We often do deals that raise a question of first impression or include an unusual set of facts and the interaction of different bodies of law. We are brought in to try to figure out how to make square pegs fit into round holes.
How did you choose this practice area?
Peter: I accidentally fell into M&A through a job I had after my first year of law school. I worked in-house at a public company that did a lot of M&A. I was lucky that the general counsel and associate general counsel allowed me to sit in on all the meetings and participate in the process. I stuck with M&A because it’s a good fit for my personality. I love to learn new things, and every deal for me is learning a new business and industry and new personalities. As a lawyer, your job is to apply the facts to the law. In M&A, you are constantly learning new facts in the sense that you really need to understand your client’s business objectives in a given deal in order to determine how to create a risk profile, within the legal framework, that makes sense for your client. To me, that’s a ton of fun. Another exciting element of the job is learning comparative law issues; I know more about the law in other jurisdictions than I ever thought I would.
Megan: As a summer associate, I enjoyed Linklaters’ mock auction program, which simulates an M&A auction. I found it challenging and interesting, and I enjoyed how much ownership I could take over the process. I really felt like I was seeing a deal from start to finish, which inspired me to go into corporate practice. The reason I have stuck with it over the years is that M&A allows you to get great high-level expertise in a variety of different practice areas, which translated very well when I went in-house. M&A gives you a variety and breadth that always keeps things interesting.
What is a typical day like and/or what are some common tasks you perform?
Peter: In a pre-COVID-19 world, many days would involve traveling and meeting clients in person. In many business cultures, there is no replacement for the in-person meeting. In others, virtual meetings and phone calls are fine. Understanding the context in which the business deal is being done is important. Post-COVID-19, it will be interesting to see what the new “normal” becomes on this front. Ultimately, my day is a combination of contemplating the forest (i.e., focusing on key areas of risk for clients) and examining individual trees (i.e., translating how we manage that risk into legal documents). I also spend a lot of time working with and training associates around the world.
Megan: On an average day, I speak to people in at least three different jurisdictions. We are always working on multiple cross-border deals at once. I always know what time it is in Switzerland, London, and São Paulo. I love talking to people around the world about how the U.S. is perceived and what is going on where they are. It’s an interesting and challenging exchange of ideas about political, economic, and social happenings.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Peter: I would recommend Tax and Securities Regulation courses. I’d also recommend reading news sources from around the world.
Megan: I would recommend taking a class taught by a practitioner, even if it’s not specifically on M&A. Practitioners discuss real-world application of the law, which I found to be a breath of fresh air in law school.
What is unique about your practice area at your firm?
Peter: What’s truly unique is while we have a relatively small U.S. M&A practice, we work on mega deals that are truly global in nature. That means that relatively junior people end up taking on significantly more responsibly than they might otherwise if they were at a larger U.S. M&A practice.
Megan: People at Linklaters are extremely linked up around the world. It’s very easy to connect with colleagues globally, which means we can better service our clients. Because most of our matters are cross-border, we know our colleagues around the world very well and are accustomed to working with each other. This, plus the lockstep partner compensation model, fosters a collaborative culture, which I do think is truly unique. It also makes Linklaters a nice place to work.
What kinds of experience can summer associates gain in this practice area at your firm?
Peter: We don’t distinguish between summer associates and junior associates.
Megan: We make a concerted effort to make sure that everyone who wants to be on an M&A deal gets assigned to one and is doing real work. Last summer, we had a team of summer associates doing due diligence on a mega deal. They worked very hard and did great work, and it was the same work that first- and second-year associates were doing. We also staff summer associates on longer-term projects to make sure that we’re first in class in terms of know-how.
What are some typical career paths for lawyers in this practice area?
Megan: It can vary a lot, which is one of the great things about our practice area. I know people who have gone in-house, to practice other types of law, to political campaigns, or to nonprofits–or who have left the law altogether. I think M&A makes you a great issue-spotter and translates easily into almost any arena. I went in-house for a few years, and the training I got as an associate at Linklaters was crucial to my success. Even though I was doing more than M&A, drawing on my experience as a junior and mid-level associate at Linklaters enabled me to tackle the variety of challenges thrown at an in-house lawyer.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
Peter: It is really important that lawyers not fall into the trap of thinking that there is only one way to get something done. Lawyers have to recognize that there are lots of successful business cultures around the world that may take different approaches to similar problems. It is critical to listen carefully to your clients and to consistently speak with experts and colleagues in different jurisdictions. Reading business press, especially from other jurisdictions and not just U.S. business press, is crucial to understanding perspectives around the world. By keeping an open mind and asking a lot of questions, I find myself better equipped to handle global transactions.
When we do trainings for non-U.S. audiences on U.S. M&A practice, it necessarily forces us to research and understand the non-U.S. perspective in order to deliver the training in a way that is most meaningful to them. Understanding the perspective of a non-U.S. general counsel on M&A is critical to my ability to help that client navigate the U.S. M&A market.
Megan: One of the most interesting parts of our job is tracking M&A trends across the world and how different jurisdictions cross-pollinate one another. Being aware of those trends allows you to better service international clients who might be more familiar with doing something in a certain way. It also makes you a better translator when you are trying to figure out how to do a deal for that international client in the U.S. or to help a U.S. client do a deal in another jurisdiction.