The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ray Bogenrief, Partner—Corporate
Ray is a partner in White & Case’s global M&A practice, based in Chicago. Ray focuses his practice on complex business transactions, including the negotiation and structuring of acquisitions and divestitures, mergers and acquisitions, venture capital investments, equity and debt financings, recapitalizations and restructurings, and executive compensation and incentive equity matters, as well as advising on general corporate governance and compliance. He has represented some of the largest names in private equity in transactions ranging in size from several million dollars to more than US$5 billion. His practice covers a variety of industries, including technology, consumer products, and industrials.
Ray is the general counsel and a member of the board of directors of the USO of Illinois. He is also a member of UNICEF’s Midwest Regional Board of Directors.
Describe your practice area and what it entails.
I am a Corporate/M&A partner specializing in mergers and acquisitions with the global law firm of White & Case LLP. The majority of my practice entails the representation of private equity funds in all or a portion of the life cycle of their various investments. I work with funds as they identify and do diligence on potential investment targets; I then negotiate, structure, and draft the legal documentation relating to such acquisition and facilitate the closing of such investment. I thereafter provide counsel to the private equity fund and its portfolio company with respect to its day-to-day legal issues over the course of such investment. In the final stage of an investment life cycle, I assist the company preparing for sale and structure and negotiate the terms of such divestiture.
What types of clients do you represent?
I represent a diverse spectrum of corporate clients in a multitude of matters but most often in mergers and acquisitions. My typical clients are large private equity funds in a variety of industries, including technology, consumer products, and industrials. In the past year, I’ve had the opportunity to represent each of Vista Equity Partners, Blackstone, and Clearlake Capital, among other premier private equity firms.
What types of cases/deals do you work on?
Lately, the majority of my transactions have involved large, competitive auctions whereby a number of strategic and financial bidders seek to purchase a particular business. In those transactions, there is an interesting analysis for sellers in determining the “best” bid by virtue of purchase price, certainty to close, and post-closing exposure and obligations, among other legal terms. The highest purchase price does not always “win” an auction.
How did you choose this practice area?
I have always been interested in the intersection of business and law and find it exhilarating to be in the middle of some of the most important transactions in the life of a company. I was also drawn to the collaborative nature of transactions insofar as both sides of a deal can benefit.
What is a typical day like and/or what are some common tasks you perform?
One of the most satisfying aspects of my job is there is no typical day. I am often engaged in a number of different transactions, in different stages in such transactions, and in different industries. Accordingly, interesting challenges that require creative solutions arise in understanding a business and its operations, structuring, negotiating, and/or documenting a deal and facilitating a closing of such deal. An attorney must be cognizant of how all parts of the transaction fit together and affect other facets of the deal.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I’ve always been told the difference between a good corporate attorney and a great corporate attorney is an understanding of tax and structuring. While tax specialists will very likely be staffed on a deal to handle complex tax issues, it is an invaluable skill set for corporate attorneys to have a primary understanding of such matters. Another extremely important skill to develop is the ability to truly understand what issues and terms are important for your client in the context of a transaction. Most attorneys can spot the typical M&A/private equity issues, but clients deeply appreciate attorneys that can focus their attention and energy in the deal on points that are most likely to affect the client.
What is the most challenging aspect of practicing in this area?
Understanding the most favorable legal position for your client may not be the best position for your client to assert. It is incumbent on M&A attorneys to understand the commercial importance (or lack thereof) of various provisions in the context of a transaction. In certain instances, you must put your ego aside and “give” on a customary position in order to achieve the best commercial and practical outcome for your client. Understand the legal terms of a deal are important, but your ultimate objective is to achieve the best result for your client (and not necessarily negotiate the best contract from a purely legal perspective).
What do you like best about your practice area?
I’ve always been drawn to the intensity and high stakes of M&A. Working with top people in their respective fields on high-value and well-publicized transactions is truly an intellectually challenging and invigorating experience. I also enjoy the team aspect of transactions whereby corporate attorneys coordinate the expertise of extremely talented specialists in the pursuit of providing exemplary services.
What misconceptions exist about your practice area?
That private equity attorneys simply change the party names on precedent documents for each new transaction. In sophisticated M&A transactions, a multitude of unique issues arise that require creative problem-solving and negotiation strategy. At White & Case, our deals are not cookie cutter. We provide real value by anticipating, identifying, and solving problems. It is a comprehensive team effort to do so—from senior partner to junior associate.
What are some typical tasks that a junior lawyer would perform in this practice area?
Our goal is to include junior attorneys in every facet of a transaction. They typically play a primary role in the firm’s initial market research and legal due diligence relating to target companies. They also often have an opportunity to negotiate and draft certain principal and ancillary transaction documents. Finally, they play a principal role in coordinating and facilitating the process to closing. The ability to interact with clients on a day-to-day basis is important.