The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Garrett Charon—Partner, Private Equity
Garrett Charon represents alternative asset managers, particularly private equity sponsors, in a wide variety of transactions, including leveraged buyouts, going-private deals, mergers and acquisitions, and strategic investments and dispositions. He advises private equity clients throughout the life cycle of their investments in portfolio companies, from initial investment through ultimate exit, including on corporate governance and management equity matters, add-on acquisitions, divestitures, restructurings, leveraged recapitalizations, capital markets liquidity events, securities law, and other commercial and strategic considerations. Garrett has represented many top private equity firms, including CCMP Capital, New Mountain Capital, Partners Group, and TPG Capital.
A leading practitioner in the field, Garrett has been named a Rising Star by New York Super Lawyers. Garrett holds a B.A. in History from Colgate University and a J.D. from Brooklyn Law School.
Please provide an overview of what, substantively, your practice area entails.
I am a partner in Ropes & Gray’s private equity transactions and mergers and acquisitions group, where I focus my practice on representing private equity sponsors, other large asset managers, and public and private companies in leveraged buyouts, going-private deals, mergers and acquisitions, strategic investments, dispositions, and other investment opportunities.
Our practice entails conducting legal due diligence on investment targets and negotiating and documenting transactions. Our clients rely on us to help them make the right deals on the right terms, thoughtfully assess risk and make appropriate tradeoffs, and respond quickly to meet business demands.
One of the most rewarding parts of our practice is learning our clients’ businesses and the industries in which they operate, which allows us to serve as business advisors and strategic partners to our clients.
What types of clients do you represent?
I regularly advise private equity sponsors such as CCMP Capital, New Mountain Capital, Partners Group, and TPG Capital. I also frequently assist on transactions involving other clients of our private equity and mergers and acquisitions group. Our clients come from diverse business sectors, including the technology, media, retail, consumer products, telecommunications, health care and life sciences, manufacturing, food and beverage, banking, private equity, and asset management industries. Our clients include the NFL, The Carlyle Group, Pfizer, Bain Capital, Stanford, State Street, Credit Suisse, Liberty Global, Allianz Funds, and Samsung.
What types of cases/deals do you work on?
I advise clients on a wide range of merger and acquisition transactions, often involving clients or targets that operate and invest internationally. Generally, these transactions require me to collaborate with a cross-disciplinary team of colleagues that usually span many of our offices in different geographies.
Our transaction team will usually involve members of our debt finance practice, as our clients will often borrow money to fund a portion of the transaction consideration. We will also work with members of our tax practice who advise the client on how to structure the transaction in terms of the legal entities involved and their tax classifications, as well as members of our executive compensation team who help to develop and negotiate incentive plans and compensation arrangements for the senior executives of the investment target. Depending on the type of investment target and the industry in which it operates, our team may also include members of our intellectual property, data privacy, real estate, environmental, labor and employment, benefits, government enforcement, international risk, and litigation teams. Each of these team members provide critical insight into evaluating the business strategies and risks of a particular investment target and negotiating appropriate protections and provisions in the transaction documentation.
How did you decide to practice in your area?
Early in my legal career, I was able to work for a variety of practice groups. I was drawn to the private equity and mergers and acquisition practice because it involves working together in teams on complex transactions for sophisticated clients. I love the fast-paced nature of deals and providing strategic advice to my clients on competitive auctions and bidding processes. I also love the challenge of learning about new businesses and industries.
What is a typical day or week like in your practice area?
There is really no such thing as a typical day in my practice, as it really depends on the current stages of the transactions on which I am working at any particular time. As the timing of transactions can often be unpredictable, the status and next steps of a transaction can change rapidly. As a general rule, I spend most of my day coordinating, communicating, managing, and problem solving. My practice involves a lot of meetings and conference calls with clients, investment targets, opposing counsel, and internal deal team members. These usually revolve around negotiating deal points or strategizing about how to negotiate them. It also involves reviewing draft transaction documentation and legal due diligence materials, and background information summaries.
What is the best thing about your practice area?
The two things I probably enjoy most about my practice area are the opportunities it provides to learn new things about various industries and to collaborate regularly with teams of people internally and externally.
What is the most challenging aspect of your practice area?
The most challenging aspect of my practice area is probably the time pressure that we often operate under when having to evaluate complex problems and find solutions. Fortunately, our firm’s collaborative approach to our work means that colleagues regularly jump in to help at a moment’s notice. Being able to work at a firm where colleagues work together and share their experience and expertise with each other is a huge competitive advantage.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Although much of what we do requires learning by doing and through gaining experience and judgment over time, there are some things that I would recommend. First, I would recommend taking classes that further an interest in the practice area. The availability of these classes and the titles of them may vary, but any classes that focus on mergers and acquisitions, private equity, corporate finance, securities, tax, accounting, or negotiation skills would provide some knowledge and skills to help you hit the ground running. Second, other opportunities to get hands-on experience negotiating or otherwise working on mock transactions could also be particularly helpful. Lastly, I would recommend reading up on things that are happening in the private equity industry and seeking out opportunities to further develop and demonstrate an interest in the industry.
I would also take advantage of the training opportunities at your law firm. Ropes & Gray offers more than 1,000 training programs across practices areas, geographies, and level of experience. These trainings are offered online, as well as through in-person sessions.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
I believe the most common misconception about my practice area is that it only involves work on transactions for private equity sponsors, when in fact my practice area includes a wide range of transactions, including strategic M&A transactions where one or both parties may be a public company.
As for what I wish I had known before joining my practice area, it would definitely be more familiarity with accounting and financial concepts. In order to understand and negotiate transactions, you need to fully understand the underlying financial performance of your investment target and its assets, liabilities, revenues, and cash flows. As an associate, I was able to attend trainings and read up on accounting terminology to more fully understand financial statements, but it would have been a huge leg up to have had that background when I started working in my practice area.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Our broad client base, which includes some of the largest private equity sponsors and a wide variety of middle-market firms. This client base has evolved significantly during my time at the firm, both in terms of the number of clients and the number and types of transactions on which we work regularly. The variety was particularly helpful to me and my development, as it allowed me to work on a wide range of transactions for a very diverse group of clients. Since different types and sizes of transactions can require different sensitivities, the lawyers in our group are able to draw upon a wealth of experiences and circumstances.
What activities do you enjoy when you are not in the office, and how do you make time for them?
My wife and I have three young children (4, 2 and a newborn), so when I’m not in the office I spend as much time as possible with my family. In addition to my obligatory diaper-changing duties, I love taking my children to pee wee soccer, music classes, art classes, and lots of birthday parties involving bouncy castles. When babysitting allows, I enjoy following my New York sports teams, boating, going to concerts, and exploring the menus at new restaurants in New York City with family and friends.