The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Minh-Chau Le, Partner—Private Equity
Minh-Chau Le is a partner in Ropes & Gray’s private equity group. She regularly represents private equity funds, other strategic investors, and public and private companies in mergers and acquisitions, divestitures, leveraged buyouts, other strategic transactions, and general corporate governance matters.
Describe your practice area and what it entails.
I am a partner in our private equity transactions group, where I represent private equity firms and public and private companies in mergers and acquisitions, leveraged buyouts, and other investments. Our practice group advises large and middle-market clients in multiple industries on every aspect of these transactions. This includes structuring transactions, conducting due diligence on target companies, assisting target companies in sell-side transactions, and negotiating and documenting transactions. We provide advice to help our clients assess the overall value of the deal to them—including the risks and potential tradeoffs. We engage with opposing counsel to secure the deal on the terms our clients desire, and respond quickly to meet business demands.
What types of clients do you represent?
I represent leading private equity sponsors, including Altamont Capital Partners, Audax Group, Bain Capital, Genstar Capital, and TPG Capital.
What types of cases/deals do you work on?
I advise our clients on a huge range of M&A transactions, including buy-side and sell-side deals, new platforms and strategic add-ons, spinoffs, club deals, special situations, and domestic and international deals. An interesting deal from 2018 was Bain’s acquisition of Toshiba’s memory chip division, the largest leveraged buyout and private equity deal ever in Asia. I negotiated with a consortium of leading technology companies involved in the transaction. Additionally, I represent clients in other transactions like minority investments, PIPEs, and recapitalizations, as well as in general corporate governance matters.
How did you choose this practice area?
Right after college, I was an investment banking analyst for two years, where I learned to love deals (but not the investment banker’s role). When I started at Ropes & Gray, I intentionally did a wide variety of deal work in areas such as tax, debt, benefits, securities, and private equity transactions. Though I really liked almost all of the aspects of deals I saw, partners with whom I worked consistently told me that my personality was best suited to private equity transactions, and I found myself drawn to the group.
What is a typical day like and/or what are some common tasks you perform?
A typical day is hard to describe because it all depends on so many factors, none more important than where you are in the life of a deal. Generally, a junior attorney will only be staffed on one very busy deal at a time. Your day will involve calls, meetings, and emails with the private equity transactions team and the wider team; substantive work such as performing diligence on the target, drafting ancillary documents, reviewing schedules, and researching specific issues; and process-driven work, including maintaining a signing or closing checklist, coordinating state filings, and managing the attorneys on your team. As you near signing or closing, you’ll be working more hours. When you’re between deals, you’ll have a much lighter schedule.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
You’ll learn a lot on the job because deals are naturally something best taught live. The most helpful law school classes to me were securities, tax, and some version of “accounting for lawyers.” From a practical standpoint, any job or role that helps you develop people skills and client-service skills is an asset. Lawyers are service providers, and in private equity transactions, a large part of our role is client facing. Learning to anticipate clients’ needs, to deliver great service under pressure, to work with difficult people and circumstances, and to stay graceful no matter what happens are all very important skills to develop.
What do you like best about your practice area?
I love the relationships we build, both internally and externally. Ropes & Gray is brimming with brilliant lawyers, and I get to work with a different roster on every deal, depending on what a client’s needs are. I’m constantly impressed by my colleagues’ skills and sophisticated understanding of the law, as well as by their generosity with their time and knowledge. I also really enjoy working with our clients. The nature of my practice means that I get to work with them repeatedly on multiple transactions, and I enjoy building our relationship, learning what matters most to them on deals, gaining their trust, and watching them succeed.
What misconceptions exist about your practice area?
Though there are two sides to a deal, one buying and one selling, transactions are not adversarial, zero-sum games. Deal lawyers do their best work when they can create value for all sides with creative structures or documents; thoughtful tax planning; and deliberate use of third-party vendors, products, and services.
What kinds of experience can summer associates gain in this practice area at your firm?
Summer associates at Ropes & Gray have the opportunity to join deal teams and get firsthand experience of what it’s like to be a deal lawyer and to understand how a team works with clients. They’ll see how associates and partners collaborate on a transaction, as well as how all deal participants work together to make a transaction happen.
How important is it to understand your client’s business, and how can junior attorneys gain this insight?
It’s very important to understand our clients’ businesses. Learning about our clients’ businesses helps us identify the issues that will probably matter to our clients and to do diligence, structure transactions, or draft documents most efficiently. Junior attorneys can gain this insight by talking to the senior associates or partners who work with a given client regularly and by listening in on calls with that client. They can also review a client’s website to see what type of financial sponsor the client is and what other investments it has made.