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2019 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

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

Elina Tetelbaum, Partner—General Corporate Practice

Elina Tetelbaum is a corporate partner at Wachtell, Lipton, Rosen & Katz. She has advised both public and private companies in a wide range of industries in connection with mergers and acquisitions, capital markets transactions, proxy contests, takeover defense strategies, and other corporate governance mat-ters. Elina received an A.B., magna cum laude, in Economics from Harvard University and was a John Harvard Scholar, Phi Beta Kappa member, and Hoopes Prize recipient. Elina completed a J.D. from Yale Law School, where she was a Paul & Daisy Soros Fellow and served as editor-in-chief of the Yale Journal on Regulation and editor of the Yale Law Journal. After law school, Elina served as a law clerk on the U.S. Court of Appeals for the Ninth Circuit. Elina is a member of the board of directors of the Stuyvesant High School Alumni Association, and she previously served as secretary to the Corporation Law Committee of the Association of the Bar of the City of New York. She has authored multiple publications (including in the Yale Law Journal, Utah Law Review, and Economic Inquiry) on topics relating to antitrust, ethics, and policy.

Describe your practice area and what it entails.

At any given time, I am involved in a mix of different types of corporate matters in a variety of industries, which include mergers and acquisitions (including private and public deals), capital markets transactions (including IPOs, spinoffs, and debt offerings), and corporate governance (including hostile takeover defense and proxy contest defense). I regularly advise clients on key corporate law issues, whether they arise in connection with a transaction or during the course of ordinary business.

What types of clients do you represent?

I represent companies across a wide range of industries (e.g., pharmaceutical, technology, aggregates, retail), as well as private equity firms. Examples of clients whom I’ve represented include Vulcan Materials Company; Constellium N.V.; Dorian LPG; Expedia, Inc.; Match Group, Inc.; Allergan plc; The Carlyle Group; Eli Lilly and Company; Envision Healthcare; TowerBrook Capital Partners; Macy’s, Inc.; Siris Capital Group; CONSOL Energy; Apollo Global Management; Perrigo Company plc; Promontory Financial Group; and AbbVie.

What types of cases/deals do you work on?

I work on mergers and acquisitions, securities transactions, and corporate governance matters. Examples include:

  • Dorian LPG in its response to the $1.1 billion unsolicited takeover proposal and associated proxy contest by BW LPG.
  • Envision Healthcare in its $9.9 billion sale to KKR.
  • Eli Lilly and Company in its $1.6 billion acquisition of ARMO BioSciences.
  • Macy’s in its purchase of the STORY business from Luna + Stella LLC.
  • The Carlyle Group in its acquisition of BenefitMall.
  • Siris Capital Group in its $977 million share purchase of Intralinks.
  • Expedia in the initial public offering of its subsidiary, trivago N.V.
  • CONSOL Energy and CNX Resources in their separation into two publicly traded companies.
  • Match.com, Inc. in its $575 million purchase of Plentyoffish Media Inc.
  • AbbVie in its $21 billion acquisition of Pharmacyclics.
  • Forest Laboratories, Inc. in its $28 billion acquisition by Actavis plc.
  • Constellium N.V., a portfolio company of Apollo Global Management, in its $383 million initial public offering.
  • Promontory Financial Group in its acquisition by IBM.
  • Vulcan Materials Company in its response to the $4.7 billion unsolicited offer and associated proxy contest by Martin Marietta Materials, Inc.

How did you choose this practice area?

I first considered a corporate law practice after my judicial clerkship, when I realized I did not want to limit myself to solely the adversarial process where there are clear winners and losers. A transactional practice allows you to participate in win-win situations, where both sides want the deal to succeed and are trying to accomplish something together. I still use bread-and-butter lawyering skills—analyzing, negotiating, persuading, writing—but I tend to do it for people who are trying to work collaboratively to accomplish a business goal. The corporate practice at Wachtell is so broad (i.e., our lawyers are not asked to specialize in only M&A, capital markets, or financing as in many peer firms), and it allows me to always be learning and thinking creatively.

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

A typical day involves being on the phone or in meetings with clients or colleagues working through deal-specific or governance-related issues, negotiating transaction documents with opposing counsel, or working on regulatory filings in connection with a transaction. At an earlier stage of a transaction, much of the time is spent scenario planning and evaluating strategic options, researching corporate law or securities law questions, and considering structuring considerations. As a transaction gets closer to completion, there is a faster pace of negotiation, with a lot more back and forth with clients and counterparties to close out any remaining issues.

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

There is a great deal of on-the-job learning and training, so I do not think any particular class or skill is crucial to being a successful corporate lawyer. Taking classes in business organizations or corporate law would be helpful in familiarizing a person with the subject matter, but many of the research and judgment questions we encounter daily would not be found in any textbook. Having good judgment is one of the most important skills in this practice area, and that will primarily come from watching deals come together and gaining experience.

What do you like best about your practice area?

The practice is fundamentally people oriented, which leads to lasting relationships. When clients work on extraordinary transactions, it is usually outside the scope of their day-to-day business duties, and so they are particularly reliant on and grateful for corporate counsel. There are clients I have today that I have been working with since I was a first-year associate, and I anticipate working with over the course of my career. It is a joy to develop relationships with clients, and even with opposing counsel, and for all of us to work collaboratively to achieve important business goals. I take great satisfaction in, for example, successfully defending a company against an inadequate hostile takeover attempt and watching the executives continue to grow and develop a business they care passionately about. It is similarly exciting watching a company go public and getting to work on telling the origin story of the company and all that it hopes to achieve with the money the IPO will raise. My practice area has also given me the opportunity to sit at the type of tables where few women have been able to sit at in the past, and that is something that really motivates me.

What misconceptions exist about your practice area?

In law school, it is often very hard to get a sense of what being a corporate lawyer looks like. Law students read judicial decisions, argue moot cases, train in legal citations, and never get to see a whole other way that law can be practiced. I think there is a misconception among law students that there is some inside track to being a corporate practitioner (i.e., that you should have worked in i-banking, business, or consulting). Some of the best litigators would make even better corporate lawyers—the practice area requires excellent analytical skills and legal research abilities, attention to detail, people skills, and powers of persuasion. Many people, temperamentally, are more suited for a practice that grows the pie rather than fights over a piece of it. People should not be intimidated away from the practice area if they lack subject-matter knowledge, as virtually all of the job is learned through experience.

What is unique about this practice area at your firm?

Our corporate practice enjoys a reputation for handling some of the largest and most complex transactions and corporate governance issues that arise. A true advantage of practicing in the corporate department is that our lawyers are corporate generalists—we are not focused only on M&A, capital markets, or a specific regional area. On any given day, a corporate lawyer could be working on a cross-border M&A transaction, a U.S. IPO, a Series B investment, and a proxy contest. The diversity of matters, clients, and regions sets us apart from other corporate practices. In addition, our corporate practice has a particularly low partner-to-associate ratio, which enables even our first-year corporate lawyers to develop a broad-based skill set and get real client exposure.

What kinds of experience can summer associates gain in this practice area at your firm?

Because we are a small firm for the volume and nature of the work that we do, we treat the summer associates in a corporate rotation essentially like junior corporate associates—every extra set of analytical minds helps get the deal done. Summer associates can expect to be exposed to the lifecycle of a transaction and play a key role in helping Wachtell attorneys make critical judgments during the course of the transaction. Summer associates may participate in phone calls and meetings discussing key issues on a matter, may sit in on negotiation sessions, and otherwise will be key members of the deal team. It is not unusual for summer associates to work directly for partners on an assignment.