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

Michael Callahan, Partner—Corporate

Michael Callahan is a partner in the New York office of Proskauer Rose LLP and is a member of the private equity and mergers & acquisitions practice groups. Michael has spent his entire career at Proskauer and focuses primarily on representing private equity sponsors and strategic companies in mergers and acquisitions, including auctions and privately negotiated transactions, growth equity financings, joint ventures, and other strategic transactions.

Michael has handled transactions for clients in a wide range of industries, including sports (frequently representing sports leagues, teams and agencies), financial services, healthcare, information technology, education, media, marketing, and business services. He also serves as day-to-day legal advisor to many of the portfolio companies owned or controlled by his sponsor clients and is actively involved in many aspects of their businesses, including add-on acquisitions, commercial arrangements, debt and equity financings, recapitalizations, and executive compensation matters.

Please provide an overview of what, substantively, your practice area entails.

Proskauer is built to serve asset managers—including private equity funds—on a holistic basis. My practice is focused on advising private equity sponsors, as well as strategic operating companies, in mergers and acquisitions, leveraged buyouts, auctions, and other dispositions and growth equity investments. On a technical level this involves advising clients on deal structuring, documentation, and execution and ensuring that all practice areas involved in a transaction (such as tax, regulatory, environmental, intellectual property, executive compensation, and financing) are working in con- cert and toward the same goal.

What types of clients do you represent?

We represent some of the most active private equity sponsors in the market today including, Ardian, Ares Management, Audax Group, Carlyle, Charterhouse, The Gores Group, Grey Mountain, J.W. Childs, L Catterton, Solera Capital, Summit Partners, Veronis Suhler Stevenson, and Ziff Capital.

What types of cases/deals do you work on?

My clients invest in a wide range of companies and so my practice is industry agnostic—on any day I can be working on transactions in sports, financial services, technology, healthcare, food and beverage, or media. Over the years, I have worked on investments in brands such as Twitter,

LivingSocial, Calypso St. Barth, Brand Connections, and Advanstar Communications, as well as the sales of sports teams such as the New Jersey Nets, the Atlantic Hawks, Cleveland Cavaliers, and Atlanta Thrashers.

How did you decide to practice in your area?

For my first couple of years at Proskauer, I worked on transactions across a range of practice groups within our corporate department. Ultimately, I was drawn to and selected my practice group—in large part because of the personality fit with the attorneys in this group. In the end, I was lucky because I truly enjoy the nature of private equity transactions and get to work on them with attorneys whom I consider my friends.

What is a typical day or week like in your practice area?

One of the things that I enjoy most about private equity trans- actions is that there isn’t a typical day or typical week. During any given day or week I am working on multiple transactions in different life stages, e.g., some are in the letter of intent stage, some are in the due diligence or documentation stage, and others are headed toward closing. That said, representative work for our practice area includes providing strategic advice to our clients, structuring transactions, negotiating with opposing counsel, coordinating with the other practice groups involved in the transaction, and reviewing or drafting the various transaction agreements.

What is the best thing about your practice area?

It is tough to narrow it down to one thing that is best as there are several things that are great. One of the best things is the people with whom I work—both internally and externally. I consider myself fortunate to work on a daily basis with intelligent and sophisticated colleagues and clients. In addition, one of the aspects of my practice area that I really enjoy is learning about different industries as our clients look to acquire businesses within those industries.

What is the most challenging aspect of your practice area?

Private equity transactions are fast-paced and often totally consuming, so juggling the demands of other clients and personal commitments can occasionally be challenging and exciting at the same time.

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

Our firm has phenomenal training programs provided by our attorneys as well as external presenters (including Columbia Business School professors), so, ultimately, there are no pre- requisites to becoming a private equity attorney at our firm. That said, there are a number of courses that would provide an attorney with a solid foundation, such as corporate finance, M&A, securities law, tax, accounting, negotiations, and gen- eral corporate law. I also find that attorneys who have had prior business experience, especially in customer services type pro- fessions, often have a leg up on their peers in terms of some of the soft skills required to succeed.

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

There are many misconceptions about the private equity industry in general. A common misconception is that private equity sponsors are focused solely on results. My experience has been very different. I think of private equity sponsors as true partners with their portfolio companies, who provide fresh perspectives to the management teams, as well as critical sup- port and resources to draw upon. Also, a sponsor’s creativity, intelligence, and savvy more often than not enables a portfolio company to maximize its potential.

What is unique about your practice area at your firm?

Generally, all of the attorneys in the private equity practice group represent public and private companies in mergers and acquisitions and investment transactions, i.e., we do not simply represent private equity sponsors. When I first arrived at the firm, our practice group was smaller and less defined—over the years we’ve experienced exponential growth across many of our offices and in the number of clients we represent. But the great thing is that our culture has remained as strong and supportive today as it was when I first joined many years ago.

What activities do you enjoy when you are not in the office, and how do you make time for them?

When I am not in the office, I enjoy spending my time with my wife and three kids. I also do several triathlons and other endurance events throughout a given year, so to make time I typically start my days several hours before the sun rises.

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