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2019 DIVERSITY DATABASE UNDERWRITER Simpson Thacher & Bartlett LLP

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

Elizabeth Cooper, Partner, and Michael Chao, Associate—Corporate

Elizabeth Cooper is a partner in the firm’s Corporate department. Elizabeth’s diverse practice focuses on mergers and acquisitions and other corporate transactions, with an emphasis on private equity transactions. Her range of M&A clients has included Blackstone, KKR, Carlyle, and New Mountain. She also represented the U.S. Treasury in connection with structuring its program for purchasing equity in U.S. financial institutions under TARP. Elizabeth was named among The American Lawyer’s 2019 Dealmakers of the Year, was named “Private Equity Lawyer of the Year” at The Deal Awards 2018, and was cited by Chambers as being “among the next generation of elite lawyers.”

Michael Chao is an associate in the firm’s Corporate department. He has advised financial and strategic clients on a range of M&A, capital markets, and financing transactions, including representing Johnson Controls in the $13.2 billion sale of its Power Solutions business, Mars in its strategic partnership with KIND, and Blackstone in the acquisition and sale of multiple portfolio companies.

Describe your practice area and what it entails.

Elizabeth: Michael and I are both in Mergers & Acquisitions, and we advise a broad range of companies—including public and private, founder- and family-owned business, investors, and boards—on the full spectrum of their corporate transactions and with respect to corporate governance and control matters. Every deal gives rise to issues in different corporate areas, and we act as “quarterbacks,” coordinating on a daily basis with lawyers from other practice groups. “For example, certain “strategic” clients need funding to get the deal done, so we will work closely with the capital markets and credit groups to obtain the financing. When we work with private equity clients, we frequently collaborate with the private funds group to set up a fund to execute the investments.

Michael: Because M&A involves such a comprehensive mix of clients and matters, we work closely with people throughout the entire firm, including our litigators. At some point, on some deal, you are likely to speak with lawyers from just about every practice area, from antitrust and intellectual property to groups that focus on government oversight—like the Foreign Corrupt Practices Act or the Committee on Foreign Investment in the United States—and the other corporate practice groups. The firm as a whole is very collaborative, and we are encouraged to reach out to one another to provide our clients with the best possible counsel.

What types of clients do you represent?

Elizabeth: We represent a wide array of clients, from large multinationals and Fortune 500 companies to smaller and closely held companies. We have done big deals for ChemChina, Alibaba, Microsoft, SiriusXM, Vodafone, Mars, La Quinta, and Vistra Energy, many of whom we’ve advised on multiple deals. About half of our M&A practice is for private equity clients, where we regularly represent Blackstone, KKR, Silver Lake, Hellman & Friedman, and Carlyle. Some of our deals are hybrid, involving PE clients and acquisition funding, for example.

Michael: Thanks to our centralized staffing system and the firm’s rotation program (corporate associates work in two out of four sub-groups before choosing a specialty), associates are exposed to a broad range of partners and clients in different practice groups. Over time, we develop our own relationships with clients as well as with others in the firm.

What types of cases/deals do you work on?

Elizabeth: One of the things I love most about our M&A practice is its breadth. We work on a wide variety of transactions spanning every industry segment and geographic region. We recently represented a Blackstone-led consortium in its $20 billion partnership with Thomson Reuters. We also just represented Johnson Controls in a $13 billion divestiture of its Power Solutions business. Our corporate practice extends well beyond M&A, and we regularly advise on equity and debt capital markets offerings, joint ventures, project financings and infrastructure development, structured financings, private fund formation and investments, syndicated loans, debt restructurings and bankruptcies, and privatizations.

How did you choose this practice area?

Michael: As I mentioned, corporate associates participate in a rotation system that gives us exposure to a range of pract-ice areas and helps us develop a comprehensive set of skills. I rotated through M&A, Capital Markets, and Banking & Finance, and ultimately decided to join M&A. M&A’s versatility and quick pace really resonated with me; you rarely do the same thing twice.

What is a typical day like and/or what are some common tasks you perform?

Elizabeth: The only thing typical is that there is no typical! You never know how the day will unfold. As you build your practice, you tend to spend more time speaking with colleagues and clients, thinking and advising, and having relationship discussions. I spend a lot of my time on the “big picture,” and it can be challenging to fit in document work—drafting and reviewing material—because my focus has shifted. What I’ve learned above all is that clients want their lawyer to be a trusted advisor and decision maker—able to quickly take in and sift through the broad range of issues that unexpectedly arise and to keep their eye on the larger business goal. Whether it’s during a lengthy in-person meeting or a quick telephone chat, the ability to analyze, exercise good judgment, and cogently present one’s counsel is key.

Michael: I’ve noticed a shift in focus even during the course of my career as an associate. Younger associates work on more discrete assignments within the larger transaction where they interface with mid-level and senior associates, who mentor and supervise their work. Junior associates also have contact with their peers at the relevant client. As you become more senior and take on more responsibility, you increasingly understand where your work fits within a broader picture and the client’s ultimate objectives. Although I, too, have no typical day, my focus remains the same regardless of whatever project I’m handling: “How do I keep the deal moving forward?” This might involve talking with someone on the other side of a deal, talking to a client, drafting a document, researching, or reaching out to colleagues in another department.

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

Elizabeth: A class like corporations is an excellent base, but I think useful skills can be learned from any opportunity that involves thinking on your feet—including trial advocacy clinics that are typically thought to be important just for litigators. I also suggest that young lawyers take the time to read corporate press, whether it’s the business section of The New York Times, The Wall Street Journal, or Bloomberg. There is enormous value in keeping abreast of the latest goings-on in the business world because so much of your day-to-day interactions with clients will reference these business and industry developments. The more you do to immerse yourself in the business world and stay intellectually curious about why and how deals are done, the better positioned you will be.

What is the most challenging aspect of practicing in this area?

Elizabeth: M&A is unpredictable and variable; unexpected questions and issues arise. You think negotiations are going in one direction, and they suddenly take a sharp left turn. To become a good lawyer whom your clients can trust, you need to develop a solid foundation and skill set and have strong confidence in that base because you’re going to be asked to bless certain transactions or deal structures. Clients regularly throw you hypotheticals—it’s almost like being in law school—so the challenge is being able to think quickly on your feet. The fact that you’re dealing with big-ticket, high-profile transactions is really exciting, and senior business executives expect you to give them sound advice.

Michael: One of the challenges I’ve encountered is that clients—and partners—are unique, and have different ways of proceeding. As you gain more experience, you learn to adjust your approach, which can be challenging when you are juggling multiple deals. Working with a variety of partners and associates across practice groups offers you a multitude of styles and approaches and helps you in developing your own.

What do you like best about your practice area?

Elizabeth: I love my work. I’m always engaged and am never bored. To have the opportunity to work with such smart people—both within and outside the firm—each dedicated to performing at the highest level, is invaluable. I like all of my clients and greatly enjoy working with them. I’m very invested in what I do, and my goal is to continue to build those relationships. I’m especially grateful for the many strong friendships I’ve enjoyed within the firm. Because we have so many institutional clients, I’ve developed important relationships with colleagues across different corporate groups and departments, who are all working to provide our clients with exceptional, seamless, and integrated services.

What is unique about your practice area at your firm?

Michael: The level of balance in each corporate practice area at Simpson is unique among our peer firms. In Banking & Credit, we represent both lenders and borrowers; in Capital Markets & Securities, we represent issuers and underwriters; in M&A, we represent strategic and financial clients, buyers, and sellers. This balance allows for development of a broader set of skills and keeps work interesting across every practice group.

What has been the most surprising aspect of dealmaking to you?

Elizabeth: That it’s fun! Though the hours can be challenging, there is a real sense of accomplishment once you’ve successfully closed a deal or tackled a tricky issue, especially on our more protracted, complex transactions. I’ve also been surprised by how much deal-making is based on relationships. I cannot emphasize that point enough. The corporate world, especially in NYC, is a relatively small one, and deals are frequently driven by strong relationships.