The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Shayla Harlev—Partner, Corporate
Shayla Harlev is a partner in Weil’s Private Equity practice and is based in Boston. Ms. Harlev has a diverse transactional and corporate counseling practice with an emphasis on representing private equity sponsors in connection with acquisitions and dispositions and other complex transactions. She has extensive experience with leveraged buyouts and dispositions of public and private companies, as well as going-private transactions, minority investments, and joint ventures. Ms. Harlev also counsels private equity sponsor portfolio companies on a variety of corporate and strategic matters. Ms. Harlev has represented some of the world’s leading private equity firms and has been recognized as a leading lawyer for Corporate/M&A and Private Equity: Buyouts: Massachusetts in Chambers USA. She was also named a Private Equity “Rising Star” by IFLR1000 and as one of Massachusetts Lawyers Weekly’s 2014 “Top Women of Law.” Ms. Harlev is a member of the Firm’s Diversity Committee and is highly involved in pro bono work. She received her LL.B. from Tel-Aviv University in 1997, and is fluent in English, Turkish and Hebrew.
Please provide an overview of what, substantively, your practice area entails.
Weil has been one of the pioneers of private equity law and continues to be a go-to firm for many of the largest players in the private equity industry. As a result, we have a long history and deep relationships in the private equity world. Our advice covers all aspects of the full life cycle of investments, and our attorneys have significant experience representing private equity firms and their portfolio companies on all aspects of their business. We are regularly involved in some of the largest, most complex private equity acquisitions and related financings. We develop products and services designed to support our clients at different points in the life cycle of their portfolio companies and work in partnership with our clients to offer a range of value-added services including bespoke training and market trend comparisons.
Across the United States, Europe and Asia, our lawyers work together to provide a seamless service to market leading players of all sizes, across all sectors. Our global private equity practice and our international offices are ranked in the top tiers by the leading legal directories. In addition, we provide a wide array of services and experience, from tax to antitrust to corporate governance. Those attorneys work together as part of the PE team.
What types of clients do you represent?
Weil’s global private equity practice is recognized by the industry as being one of only a very small number of elite, market leaders in this field. Our clients include the majority of the largest and highest-profile private equity funds, sovereign wealth funds and pension funds, as well as family offices and other equity financial investors. Weil advises more than 200 private equity clients worldwide, including 75% of the top 25, as ranked by PEI 300 2017. I myself have had the privilege of representing some of the world’s leading private equity firms, including as relationship partner for Berkshire Partners. I am also very involved with the Firm’s relationships with Thomas H. Lee Partners, PSP Investments, Advent International and Brookfield Asset Management.
What types of cases/deals do you work on?
One of the great things about my transactional practice is that, while I am focused on private equity, I have exposure to significant public company clients like French drugmaker Sanofi. So in addition to the great work I get to do for PE, I’ve been brought in to help the public M&A folks and work on major transactions. The freedom that I enjoy to work in such different areas—from private equity to public company deals to real estate—proves that you can have a rich career and enjoy a broad range of opportunities in our practice.
How did you decide to practice in your area?
I have to confess I stumbled on transactional law. After law school, I did my internship in a small firm in Israel. I did a bit of everything—litigation, IP, real estate, corporate work—but nothing really caught my attention. When I finished my internship, I interviewed with a boutique transactional firm whose managing partner had a deal in Turkey—the country where I was born. Before I knew it, I was on an airplane with the managing partner, flying to negotiate a deal with one of the most established families in Turkey to acquire a holding company that owned newspapers, banks, etc. After spending the day with the seller, the companies’ management teams and our client examining the business, evaluating issues, thinking about solutions and drafting documents to reflect the agreement between the parties, I was hooked. I have been doing transactions ever since across multiple continents and over two decades.
What is a typical day or week like in your practice area?
Because we have so many private equity clients around the world, we can expect that almost every week will bring new projects involving sponsor clients and their portfolio companies. But there is an element of unpredictability, because it’s not always possible to know which industries those projects will come from on a particular day or week. That keeps us very sharp, ready at all times for any eventuality and type of investment anywhere in the world. We spring into action to make sure that our clients’ deals close with speed, efficiency and the best solution possible, and we are in constant contact with them as the process unfolds. On the other hand, since we don’t do private equity part-time at Weil, we have more than a dozen senior partners in the United States with deep experience in the PE markets who understand, anticipate and can strategically advise on every aspect and trend in the PE sector.
What is the best thing about your practice area?
We were one of the first firms to support private equity. Since we were there at the advent of this industry, we have a longstanding and nuanced understanding of the market. It’s amazing to work with a team of PE lawyers who have really seen and done it all and are so willing to share their institutional knowledge and relationships. Some partners I work with have had relationships of 20 years or more with private equity clients and have advised on the formation of many leading PE firms.
Along with having colleagues with such deep knowledge of PE, it’s also rewarding to work in a practice that provides our private equity clients with market-leading expertise across a range of disciplines. For example, we help them execute across all financing structures through our private equity finance team and, at critical times, help them raise funds efficiently through our fund formation team. With attorneys who work as part of our PE teams, we offer best-in-class advice for tax, executive compensation, employee benefits, restructuring, governance, antitrust, employment, litigation and intellectual property.
What is the most challenging aspect of your practice area?
The most challenging (and fun) aspect of transactional work is the need to find solutions that work for both parties at all times. The lawyers, accountants and other advisors on both sides have to cooperate with each other to identify the issues at hand, come up with solutions that, hopefully, benefit both parties (or at least do not harm one party while benefiting the other), and make sure those solutions do not create some other issue in the transaction. We think on our feet, draw from our vast experience and run the arguments that both sides can make to get to the right place. It’s like a giant puzzle, where all the pieces have to fit in order to make a beautiful picture.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
We want lawyers who have excellent instincts and judgment and are able to remain laser-focused on the client’s needs and stay nimble so as to help us quickly lead the client through what is often a maze of complex considerations. There is no particular set of classes or experience required to become a part of our team. You will learn by participating in transactions led by partners who find great satisfaction in grooming lawyers for a career in PE by giving them significant work at a very early stage of their career and by mentoring and coaching them. Naturally, any training or skills you have in business and the corporate world will be very useful because when we advise clients, we pride ourselves on doing it through the prism of deep knowledge not only of PE but also of the target company’s business.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
The view of private equity and the people who work in it as “ruthless” does not reflect the reality I see every day. Their perspective is really one of making companies better and more valuable. They come to the table looking to make a deal that will ultimately help the acquisition grow. Our clients really team up with first-in-class management of portfolio companies and allow those companies endless opportunities to grow—which is what I have learned to love about PE work. Buying a company and helping sell it once it blossoms even more is one of the most satisfying processes you can go through as an attorney.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
With more than 200 lawyers worldwide, Weil has the strongest bench of attorneys dedicated exclusively to private equity. As noted, we advise more than 200 PE clients worldwide, including 75% of the top 25. Our clients benefit from recognized leaders in their field who have been steeped in the industry from the start of their legal careers, providing insight that goes beyond just transactional advice. That’s why our practice has been ranked among the Top 5 for Global Private Equity for the last 6 years by Bloomberg and Mergermarket. We were also ranked among the Top 5 in Global Private Equity by Deal Volume by The Deal.
As the trend of private equity houses diversifying into new asset classes has grown, Weil has been in the forefront, acting for a range of new investors, alongside the more traditional PE funds. This means that we can advise multi-asset managers on the full spectrum of their investment products, including real assets, distressed debt, infrastructure, real estate and structured products. We apply techniques used successfully in traditional PE transactions to meet the needs of newer entrants to the direct market, including sovereign wealth funds, pension funds and family offices.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I love reading books—anything fiction, especially if it has some historical aspect to it. Finding the time is not always easy, but flights or long train rides are perfect opportunities to devour books. Otherwise, as the parent of three children (ages 9, 7 and 3), I spend a lot of time with my kids: skiing in the winter, riding bikes in the summer, reading books, attending concerts or theater productions, visiting museums. The flexibility that Weil provides for working mothers is of great help to me in setting a work-life balance that makes sense for my family and me.