The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Sara Garcia Duran—Partner, Private Equity
Sara Duran focuses her practice on complex corporate and transactional matters, including representation of private equity firms and public companies in connection with public and private acquisitions, divestitures and investment transactions.
Sara’s range, experience and results have earned her significant recognition, including being selected as one of the “Best Lawyers in Dallas” 2017. She most recently received the “Lawyers on the Rise” award at the 2017 Texas Lawyer Professional Excellence Awards. She has been recognized for her work on matters which are “often complex, international in scope, cross several industries and sectors, and require the management of large legal teams with varied backgrounds. Texas Super Lawyers recognized Sara as a “Texas Rising Star” in Mergers & Acquisitions for 2015–2017. In addition, Dallas Business Journal named Sara as one of their “2015 40 Under 40 Honorees,” and the Dallas Chamber of Commerce honored her with the 2013 Young Professional Leadership ATHENA Award.
Sara is a champion of diversity, which is a focus of her community and professional involvement. She serves as a member of the board of directors of the Dallas Women Foundation as well as the Vogel Alcove. Additionally, Sara is a member of Sidley’s national Diversity Committee and is the co-chair of the Dallas office’s Diversity Committee. Sara was named a 2016 Leadership Council on Legal Diversity Fellow, an ambitious, highly-structured training program designed to build relationships and leadership skills among high-potential attorneys from diverse backgrounds to set them on the path to leadership of their organizations.
Please provide an overview of what, substantively, your practice area entails.
At its core, my practice entails bringing people together, problem solving, strategy and deal making. I advise clients in connection with their purchase or sale of a business (or interest in a business), including establishing the transaction structure, conducting deal negotiations regarding economic, legal and governance terms, and negotiating the definitive agreements to effect the transaction.
What types of clients do you represent?
My clients are private equity sponsors which are buying and selling for investment purposes, such as OMERS Private Equity, Apollo and Summit Partners as well as both public and private companies participating in M&A from a strategic perspective, such as Dell, General Electric Company and Wilsonart.
What types of cases/deals do you work on?
When working with private equity clients, I typically help them with leveraged buyouts of private companies – either as a platform acquisition or to “bolt on” to one of their existing platforms – and then the ultimate sale of those investments so that they can return capital to their investors. I work across a wide variety of industries, including technology, industrial/infrastructure, healthcare, education and financial services.
How did you decide to practice in your area?
I like business and economics, and I went to law school knowing that I wanted to be a corporate lawyer. As a junior lawyer, I practiced in a number of areas under the “corporate” umbrella, including M&A, capital markets, finance and corporate governance. Over time, my practice naturally moved towards my preference for transactions, but I often I rely on my background in those other areas.
What is a typical day or week like in your practice area? If there is no typical day/week, what are some of your most common tasks or projects?
The typical day is a surprise! I am a morning person, so I like to start my day with exercising. I generally aspire to keep my mornings free to focus on items that require intense thought and review and then schedule calls and meetings in the afternoons. A lot of my day is spent on the phone or in meetings addressing strategy, negotiations and questions, which means my day rarely ends up so perfectly scheduled. If I’m in the middle of an intense transaction, it’s triage at whatever time it needs to be done.
What is the best thing about your practice area?
I love learning about companies, the industries within which they operate and the drivers that impact their business. The most exciting thing about a new transaction is figuring out the target company and how we are going to get the deal done in a way that makes sense for both sides. I enjoy the collaborative nature of corporate work, both within my Sidley team and with the other side. Even during the most intense of negotiations with our counterparties, everyone is focused on achieving a mutually satisfactory outcome in the end. It’s a great feeling of accomplishment and a testament to the power of teamwork when we finally get to signing or closing. I like people, so I derive a lot of personal satisfaction from working within a tight-knit team to achieve challenging objectives.
What is the most challenging aspect of your practice area?
The most challenging aspect of my practice is its unpredictability and often intense time pressures. The beauty of our inter-connected, technology enabled world is that I can work from almost anywhere, any time of day. There is tremendous freedom in that, as it allows me to go home for dinner or take a trip when working on a deal.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I think first and foremost you need to be curious and enjoy learning and problem solving. There are some legal boundaries, of course, but a lot of what we do as deal lawyers is maneuvering around roadblocks. To do that effectively, you need to ask a lot of questions, understand the client’s business and what they’re trying to achieve. Sure there are classes that are helpful (like business organizations or corporate transactions), but being naturally curious and enjoying learning will help you pick up what you need to know along the way.
The second imperative skill in my view is to know how to read and relate to people, an extension of curiosity in many ways. This applies across the board – to developing relationships with your clients, negotiating with the other side and effectively managing your own team. To be effective, you need to be able to read the room and moderate your own personality accordingly. There are many tools available for you to understand your own personality type.
The third thing I think is helpful for actually enjoying this practice is to cultivate a sense of flexibility. Lawyers are great at planning and executing but the reality is that you can’t plan for everything and you have to be able to shift approaches and be comfortable with the new path on which you find yourself. Once you’ve got the above, find a group that’s working on interesting transactions and that you think you can learn from, and dive in head first. Commit yourself to really learning the practice and developing relationships with your colleagues, clients and counterparts.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
There are so many. You get an A+ in law school for spotting relevant issues. In real practice, you need to take it a step further. Clients engage us to solve problems. Our job is to identify the issue and to identify possible solutions, which is how we add value. Another misconception I often hear from young lawyers is some variation of “I went to law school so that I didn’t have to do math.” There is math involved in every single transaction so you need to embrace it and learn it. Another misconception is that there is always a right answer. Some things are black and white, but a lot of things are dependent on the facts and circumstances at hand. The key is to understand what best meets the client’s objective, and be flexible enough to proceed accordingly.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
What makes Sidley unique is its commitment to its private equity practice. We have grown to over 30 partners and 40 associates across offices in Boston, Century City, Chicago, Dallas, Houston, London, Munich and New York.
What activities do you enjoy when you are not in the office, and how do you make time for them?
My biggest priority outside of the office is my family. My husband and I have a four year old that keeps us on our toes. Spending time together is the absolute best part of every day. I also enjoy yoga, barre classes and being outside. Making time for these activities requires flexibility – see above! It is so important for my feeling of engagement and enthusiasm about what I do the rest of the time.