The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
E. Anna Ha, Partner--—-Private Equity
Anna Ha is a partner in Sidley’s Houston office where she practices in the areas of private equity, mergers and acquisitions and general corporate, securities, and corporate governance matters. She works with private equity firms and companies in the retail consumer, airline, and energy industries that are both public and private, helping them with their acquisitions, divestitures, mergers, restructurings, joint ventures, and other strategic alliances.
Anna enjoys the recruiting and development of new associates. She was instrumental in implementing the internal committee that helps assign and manage work for junior associates in Sidley’s Houston office. She also serves as a member of the board of directors of the Texas Law Review Association.
Diversity and inclusion is also important to Anna. She was named a 2017 Leadership Council on Legal Diversity Fellow—a program designed to build relationships and leadership skills among high-potential attorneys from diverse backgrounds. She was also a member of the 2016-2017 class of LeadershipSBOT, which focuses on diverse leadership participation within local legal communities and the State Bar of Texas. She is a member of the board of directors for the Korean American Association and Community Center of Houston, the Corporate Partner Advisory Board of the Women’s Energy Network, and Sidley’s national Diversity Committee.
Describe your practice area and what it entails.
I advise private equity sponsors and companies on a variety of strategic transactions, including mergers & acquisitions, divestitures, joint ventures, buy-outs, and recapitalizations. I help my clients buy and sell companies/assets, obtain capital for ongoing businesses, and enter into other transactions aligned with my clients’ specific business goals. I help clients think through structuring issues, analyze and propose solutions to potential legal and business roadblocks, and prepare and negotiate the terms of the various agreements and documents necessary to evidence these types of transactions. In addition, I often advise on corporate governance matters related to these transactions.
What types of clients do you represent?
My clients are private equity funds that acquire and sell companies or businesses for investment, as well as public and private companies engaged in M&A and other strategic transactions. My clients represent multiple industries, including energy, consumer-branded products, consumer services, and airlines. Representative clients include TSG Consumer Partners, Kimmeridge Energy, United Airlines, Rockland Capital, and HomeServe USA.
What types of cases/deals do you work on?
I work on a wide range of transactional and corporate matters, including public and private mergers, equity and asset acquisitions and dispositions, and joint ventures. I helped TSG Consumer Partner acquire luxury haircare and skincare companies and eventually sell those same portfolio companies to strategics like L’Oreal or other private equity funds. I also advise energy private equity clients on acquiring and divesting energy assets up and down the energy supply chain (upstream, midstream, and downstream). I recently worked on a matter for United that involved a multi-jurisdictional, three-party commercial joint venture with Avianca (a Colombian airline), and Copa (a Panamanian airline). The transaction also involved a term loan from United to the controlling shareholder of Avianca.
How did you choose this practice area?
I started law school thinking I was going to be a litigator. I had a general understanding of what litigators did and little-to-no idea what a transactional lawyer at a big law firm looked like, especially that it included certain specialty practices, like employee benefits/ERISA and antitrust/competition. After my first summer working at a big law firm and being exposed to litigation, I began to rethink my career path. During the summer after my 2L year, I was able to rotate through various transactional practices within the law firms at which I clerked and got a sense of what transactional lawyers did. When I made my final decision, I chose the firm and its people rather than a particular practice area, trusting that I would get good experience and training with those lawyers. The transactional practice in the Houston office of the firm I chose happened to be predominantly M&A and private equity, which laid the foundation for the practice I have today. I still represent some of the same clients I started representing as a first-year lawyer.
What is a typical day like and/or what are some common tasks you perform?
One of the most exciting, and also one of the most frustrating, aspects of a private equity/M&A practice is that each day is never the same. I often start a day with a to-do list that includes documents to review, phone calls to make, and emails to send out. A client may call or email regarding an urgent issue that requires me to clear my schedule for calls and meetings to help resolve the issue. A lot of my time is spent on the phone with my clients discussing the issue du jour or writing emails to my clients, to the counterparty’s legal counsel, or any number of other parties involved on a transaction, summarizing or explaining issues. I also spend a considerable amount of time reviewing and revising agreements and various other documents prepared in connection with a transaction. Despite the unpredictability of this practice generally, I maintain some amount of routine in the mornings by having breakfast with my family and taking my two young sons to school.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I used to tell law students that the best training for a transactional practice is “on the job,” and while I still think that is true, many law schools have expanded their curricula to include courses that are geared specifically for a transactional practice. In addition to basic business courses, students who have no business background (like me) should consider taking any classes—if offered by their law schools—on private equity, M&A, venture capital, or similar subjects. These classes are often taught by practicing lawyers and can provide the foundation from which students can build their knowledge about the practice. I would also recommend taking classes on corporate tax and securities laws.
Learning how to be a private equity or M&A lawyer will come from working on multiple deals and with multiple practitioners. However, in order to make the most of the training that is available on any given deal and to create opportunities for more training, first-year associates should be ready to ask questions and really try to understand the larger context of the transaction, as well as the goals and concerns of the client. This also means checking in regularly with the supervising attorney, volunteering for additional work, asking what else can be done (because there is always something else to be done, especially if you are in the middle of signing or closing a deal), and staying abreast of relevant industry news and events. Having a naturally curious nature and a zeal for problem solving surely helps as well—and some would say are necessary. Our clients hire us to help them get from Point A to Point B—whether that is in the context of a merger or entering into a strategic partnership or bringing in additional investors to raise capital for their business. There are always obstacles that stand in the way of getting to the finish line, so our clients rely on us to identify and anticipate those obstacles and to help come up with practical and creative (but legally sound) solutions to get over those hurdles.
What is the most challenging aspect of your practice area?
One of the most challenging aspects of my practice is the unpredictability. My clients make multiple business decisions each day, particularly when working on a transaction, and it is not unusual for deals to stall, accelerate, and do everything in between because of various business pressures that our clients are facing. Also, many times, a deal that might start out to be very straightforward can evolve very quickly into a complex structure. It is our job to be able to anticipate our clients’ needs—to be nimble and pivot quickly to provide a solution for when these types of curveballs get thrown.
What do you like best about your practice area?
One of the best aspects of my practice is the unpredictability. No two transactions and no two clients are exactly alike, so there is always something new to learn or a new problem to solve. I love to hear from partners who have been practicing for decades that they are still learning in their practices. Sometimes the speed and intensity with which the learning has to occur can be extremely challenging, but overcoming that challenge and coming out the other side a better lawyer and advisor to my clients is always rewarding. Another part of my practice that I enjoy immensely is the collaborative nature of the work that we do with other Sidley lawyers, our clients, the counterparties, and their counsel. While each of our approaches may be from different angles, we are all ultimately working towards the same goal, and it is always gratifying to work with very smart, capable, and motivated people to achieve a mutually satisfactory result.
What misconceptions exist about your practice area?
A lot of students tell me in interviews that they are drawn to transactional work because they do not want to be “adversarial” or make oral arguments like litigators. As a transactional lawyer, there are plenty of times that we absolutely do need to advocate vigorously on behalf of our clients, and sometimes these discussions can get very tense. Negotiations also require a lot of thinking on your feet because you never know how a counterparty (or even your own client) may respond to your proposals or arguments.
What kinds of experience can summer associates gain in this practice area at your firm?
We generally try to give our summer associates a true reflection of the type of work they would be doing as first-year associates. They are typically assigned to deal teams working on existing transactions so that they can observe a private equity transaction, wherever it may be in its lifecycle during the relatively short period of a summer clerkship. If a deal is in the beginning stages, a summer associate may help with drafting and/or negotiating a confidentiality agreement with a counterparty or assist with the preparation of a term sheet. If a deal has already kicked off, a summer associate may assist with conducting due diligence, preparing disclosure schedules, or drafting deal documents. And if a deal is in the end stages, a summer associate may help with the flurry of activity surrounding a signing or a closing. All of this work occurs under the close supervision of more senior lawyers, but it is common for proven summer associates to be given greater responsibilities. In addition, summer associates are usually encouraged to sit in on conference calls, strategy sessions, and in-person meetings and negotiations to listen directly to client concerns, observe how more senior attorneys respond to such clients, and gain a better understanding of the overall transaction in order to put relevant context around their work.