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Overview

Broadly speaking, corporate or transactional lawyers advise companies on a variety of transactions—including M&A, financings, and securities—in compliance with federal and state laws and regulations. Corporate generalists work across these disciplines and can sometimes act as “outside general counsel.” What a corporate generalist focuses on can depend a lot on their location. In New York, the work leans toward finance and securities work, while in Washington, DC, it tends to be more regulatory. On the West Coast, corporate attorneys often deal with venture capital and the issues affecting emerging companies. While there are certain large firms that encourage their corporate attorneys to have a broad practice, many require them to specialize in only one area. Attorneys who wish to be corporate generalists often look to practice in smaller firms or in smaller, regional offices of large firms where specialization is not required. Corporate generalists often have the most in-house opportunities because they have touched on so many areas.

Featured Q&A's
Get an insider's view on working in General Corporate from real lawyers in the practice area.
Vanessa Jackson, Partner—Corporate Department, Finance Group
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

As a member of Davis Polk’s Finance group, I work on a broad range of transactions, including leveraged and investment grade acquisition financings, asset-based credit facilities, debt restructurings, spinoffs, working capital financings, debtor-
in-possession financings, exit financings, and other secured and unsecured financings. Each deal is unique, with different dynamics depending on the nature of the transaction, the parties involved, and the deal structure. In addition, my practice is incredibly interpersonal. For example, instilling trust in your clients and communicating effectively with opposing counsel are crucial components of the successful execution of a transaction.

What types of clients do you represent?

I represent borrowers and lenders on a broad range of finance matters, and that breadth of matters is among the things I greatly enjoy about our Finance group at Davis Polk. Representing a company acting as borrower requires a different skill set than, say, serving as counsel to a financial institution providing the financing. On the lender side, my clients range from large institutional banks to alternative direct lenders, each of which may have different sensitivities and risk appetites with respect to a given transaction.

Toward the beginning of my career, I focused primarily on
representing lenders, but there was a turning point for me when I started representing corporate borrowers—that experience helped to deepen my understanding of corporate finance and develop my expertise on its various complexities. I became a more well-rounded lawyer, and having varied perspectives enables me to advise my clients more effectively.

What types of cases/deals do you work on?

I work on a variety of transactions related to acquisition financings, including both strategic acquisitions and private-
equity-led leveraged buyouts. In addition, I work on investment grade credit facilities, both in the context of acquisitions and working capital facilities, as well as on restructuring-related financings for distressed companies. It is an incredibly interesting and complex area of the law, and I value the opportunity to work on such a variety of financings that address the needs of clients in various industries.

How did you choose this practice area?

I started my legal career with a six-month rotation as an associate in the Restructuring practice group, and I very much enjoyed the substance and day-to-day work during my rotation. I then rotated into the Finance group and was drawn to the dynamic nature of the practice and the opportunity to take on a meaningful role in transactions as a very junior lawyer. The finance practice is fast moving, and I found the nature of the deals to be engaging and intellectually stimulating. From a junior point in my career, I was able to interact directly with clients, take an active role in meetings, receive meaningful drafting experience, and lead conference calls. While the substance of the work was foreign to me initially, I was drawn to the energy and excitement of the deals, and by diving into the work, I was able to learn quickly.

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

Every day is different, and, frankly, that’s one of my favorite aspects of the finance practice area. I spend time advising clients and answering questions from clients, associates, and partner colleagues about existing deals or discussing possibilities relating to structuring new deals. Lending transactions and the practice of law in the finance area are ever evolving, so it’s important to be fully up to speed on market trends to ensure that our clients are familiar with and taking advantage of the latest technology.

Outside of working with clients, I spend a great deal of time with the associates in our group, both leading trainings and discussing their work product on any given transaction. The teaching aspect of my role is one my favorite parts of my job—it’s amazing to see a junior lawyer develop confidence and take ownership of a transaction. Finally, I am heavily invested in the firm’s business development activities, which range from client lunches and events to speaking at our group’s annual symposium focused on current and developing trends in the investment grade financing space.

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

I believe one of the keys to success in the Finance group is to have an open mind. I encourage associates and colleagues to come into every meeting prepared for a robust dialogue and ready to learn new things, which leads to personal development and, I’ve found, to better outcomes for our clients. If there is a term that you do not understand, make a note to yourself, and look it up when you have time. Being eager to learn is more important than any specific experience or class. Prior to Davis Polk, I did not have a finance background or, frankly, any meaningful prior experience or exposure to professional environments, but I made sure to soak up as much as I could from my involvement in each deal. Every deal will teach you something new, and if you can take that experience and use it on your next deal, you will bring value to the team.

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

The terminology and financial jargon is one of the most challenging aspects of the finance practice. Much of what you hear will be completely new, which can be overwhelming at first. In the Finance group, we ask a lot of our associates from the early stages of their careers, including drafting various documents and interacting directly with clients. Jumping in on deals as a junior lawyer can be intimidating, but it also instills confidence in our junior lawyers that is invaluable and carries them throughout their careers.

What do you like best about your practice area?

The finance practice area is incredibly dynamic, and working in Davis Polk’s Finance group puts you at the cutting edge of the market. Clients come to us with their most complex matters, which may often be issues of first impression. We are able to work closely with our clients, as well as their counterparties and opposing counsel, to craft financing structures that meet everyone’s needs. As a finance lawyer, the market moves fast, and terms change quickly, so it is critical that you stay on top of these shifts and are able to adapt to the new landscape quickly to ensure that your clients are receiving the best deal execution. I am consistently challenged as a lawyer in Davis Polk’s Finance group and enjoy the opportunities to think creatively in order to solve our clients’ most challenging issues.

What are some typical tasks that a junior lawyer would perform in this practice area?

Junior lawyers are incredibly valuable assets to the Finance group and are fully integrated on the deal team. They attend all conference calls on a deal and are often the first contact with opposing counsel and clients on emails. Junior associates interact with clients and opposing counsel from the beginning of their careers and manage the internal process at Davis Polk, coordinating work with all specialist groups (tax, intellectual property, etc.). Junior lawyers receive drafting experience from a very early stage in their careers and often lead the charge in managing the closing process of our transactions.

How do you see this practice area evolving in the future?

Historically, traditional, regulated banks were the main source of financing for borrowers. However, we’ve seen more and more credit funds and direct lenders enter into this space. With a large amount of capital in the private debt space, these direct lenders are able to compete with traditional banks for financing opportunities. Companies are well aware of this competition and are beginning to look at different types of lenders for their financing needs. It will be interesting to see how the practice evolves as direct lenders and traditional banks continue to compete to provide the most attractive financing terms to corporate borrowers and private equity sponsors.

Vanessa Jackson, Partner—Corporate Department, Finance Group

Vanessa Jackson is a partner in Davis Polk’s Corporate department in New York, practicing in the Finance group. Her practice focuses primarily on the representation of financial institutions and corporate borrowers in a broad range of corporate finance transactions, including leveraged and investment grade acquisition financings, asset-based credit facilities, debt restructurings, spinoffs, working capital financings, debtor-in-possession financings, exit financings, and other secured and unsecured financings. She received her B.S. in Economics from Duke University in 2009 and her J.D. in 2012 from Columbia Law School, where she was a Harlan Fiske Stone Scholar and Managing Editor of the Columbia Journal of Race and Law. Vanessa joined Davis Polk in 2012 and was elected partner in 2019.

Mathew Eapen, Associate
Kirkland & Ellis

Describe your practice area and what it entails.

Kirkland has one of the largest Investment Funds and Private Equity practices in the world. We represent well-established, market-leading alternative asset managers as well as emerging sponsors that are launching their first fund. This diversity of practice provides associates with an opportunity to gain experience counseling clients on a variety of issues, negotiating material documents, and learning the securities and tax law underpinnings that drive our work.

What types of clients do you represent?

Kirkland has a very diverse investment funds client base. We represent fund managers who have billions in assets under management as well many independent boutiques. I’ve worked on a number of investment fund matters for Bain Capital, Ares Management, Owl Rock Capital Partners, and Lexington Partners, among others.

What types of cases/deals do you work on?

Sponsors come to Kirkland because they want a law firm that can understand the complexity of their business. We handle traditional private fund formation work and secondaries transactions as well as more bespoke matters, like fund recapitalizations and reorganizations. Kirkland has an unparalleled team of corporate lawyers. That allows us to tackle complex and novel transactions in a comprehensive way.

How did you choose this practice area?

I understood the general concept of private equity transactions after law school, but the investment funds world was a new field for me. I reached out to a couple partners when I started to find out more about their day-to-day practice. Kirkland’s open-assignment system allows associates to pick the matters and projects they work on while providing a built-in support system of mentors for guidance. I took on a few investment funds matters and jumped in. I loved the variety of the work. I was able to work on the formation of private investment funds, be involved in some secondaries transactions, and help lead a sponsor-led fund recapitalization from the pre-bid stage to closing.

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

The Investment Funds practice provides for a balance of both independent and collaborative work. I enjoy collective thinking and trying to solve complex problems in a group setting. At the same time, I also enjoy being able to independently reflect in my office and work on drafting an intricate document or crafting a thoughtful note to a client on an operational issue. Because of the complexity of the transactions that we handle at Kirkland, I am often collaborating with lawyers outside of the investment funds group, such as counterparts in M&A, debt finance, and capital markets, etc. What this translates into is a day that is a hybrid of conference calls with clients and internal meetings in conference rooms, as well as taking the time to reduce these ideas down to paper.

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

The ability to think critically and communicate effectively are two skills that I think will serve anyone well in a corporate practice. Clients come to Kirkland because they are looking for legal counsel that can help brainstorm novel solutions and provide additional market insight. Our projects often do not fit within the confines of one practice group, so we are constantly collaborating with our colleagues to come up with a comprehensive solution. What this ultimately means for an associate is distilling convoluted and nuanced material into a form that can easily be understood by clients and addresses their concerns. My previous experience at the State Department and on Capitol Hill helped prepare me for this. Oftentimes, I had only a short amount of time to summarize a pressing issue and help senior leaders make a determination of next steps.

What do you like best about your practice area?

A fundamental aspect of any fulfilling legal career is the opportunity to continue learning and continue improving. The variety of work we handle at Kirkland allows me to do that. I’ve been able to work on transactions that are multi-jurisdictional, where I’m learning peculiarities of Mauritius law, for example, and trying to work with local counsel to make sure that our client’s interests are addressed, as well as complex secondaries work where we are negotiating the terms and economics of multiple documents with multiple parties all at once. This diversity of practice is where I think Kirkland is truly unparalleled. 

What is unique about your practice area at your firm?

Few law firms have the breadth and depth of Kirkland, especially within the corporate space. That translates into an interesting mix of work for associates and a career where you will continually be challenged. The type of matters we work on constantly push me to develop as an associate and to become conversant in legal concepts outside of my core practice area. There are days when I’m on the phone with my colleagues in other practice groups, trying to better understand litigation issues, M&A concepts, or the concerns of lenders. We pride ourselves on helping clients address these issues in a commercial and thoughtful way.

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

I’m surprised at how small and collaborative our teams are for a firm of our size. From their first assignment, summer associates can really dive into the material and start to become a valuable member. Whether they are trying to solve tax or regulatory issues, they are able to actively contribute. Our summers are given real responsibility, and the assignments and projects are thoughtfully tailored.

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

Many law students come to firms expecting dealmaking to involve long, protracted arguments with opposing counsel. While that is sometimes the case, I find that a skilled lawyer is often able to find general areas of consensus between parties and then work from that point forward to find a solution. I am amazed at how some lawyers are able to do so seamlessly, turning somewhat contentious negotiations and zero-sum thinking into more of a discussion on how to reach an agreement.

Mathew Eapen, Associate—Investment Funds Group

Mathew Eapen is an associate in Kirkland’s Boston office. His practice focuses on the formation, structuring, and management of private investment funds. Mathew received his J.D. from the University of Virginia and was a managing editor of the Virginia Journal of International Law. Prior to law school, Mathew was a foreign affairs officer at the U.S. Department of State, where he focused on encouraging global entrepreneurship in science and technology. He also holds a M.A. in Bioethics from the University of Pennsylvania and a M.P.A. in Public Policy from Brown University.

Caroline Gottschalk, Partner • Drew Harmon, Associate
Simpson Thacher & Bartlett LLP

Describe your practice area and what it entails.

Caroline: I’m an M&A lawyer, and my practice has three main components. I represent private equity firms in their M&A deals, and I then work closely with the acquired company throughout its period of ownership—advising on corporate and transactional matters and then, ultimately, guiding the company’s disposition in a private sale or by taking it public. In addition, I regularly represent a wide range of public and private companies and their boards on corporate governance matters and in strategic M&A deals—transactions that further a company’s business objectives, such as to expand markets or obtain new customers. And finally, I counsel financial advisors on fairness opinions issued in connection with M&A transactions.

Drew: I’m part of Simpson’s Private Funds group, where I advise private equity clients in structuring funds, negotiating the terms of funds with investors, and responding to the wide array of legal questions that arise in connection with the management of those funds.

What types of clients do you represent?

Caroline: One of the things I enjoy most about my practice is working with a broad variety of clients, ranging from founder-owned businesses—such as a steam shower manufacturer and a multi-specialty medical group—to publicly traded international conglomerates like ITT Corporation. On the PE side, I’ve represented Centerbridge, Lightyear Capital, and Blackstone, among others, and my financial advisor clients include JPMorgan, Gordon Dyal & Co., Goldman Sachs, and Evercore.

Drew: Our client roster is diverse and includes large global asset managers, boutique middle-market firms, and first-time fund sponsors. Recently, I’ve represented Blackstone, Palladium Equity Partners, Triton, and AlpInvest Partners.

What types of cases/deals do you work on?

Caroline: While I don’t specialize in any particular industry, over the years, I’ve developed extensive experience in health care and financial services, as well as industrials, retail/apparel, and pharma. Recently, I represented sponsors in the sale of a multi-billion-dollar brokerage business and put together a $2.9 billion joint venture between Centerbridge and Blackstone for Great Wolf Resorts. I also advised public company boards on a variety of matters, including questions regarding fiduciary duties and issues arising from shareholder activism. In addition, I counseled JPMorgan and Citigroup in the $74 billion sale of Celgene to Bristol-Myers Squibb.

Drew: Recently, I helped Blackstone raise a $20 billion real estate fund—the largest real estate fund ever—and advised Palladium in its fund focused on middle-market companies. I’m currently advising clients on funds focused on environmental and social investments, among other things. Outside of fund formation, I advise on regulatory compliance matters and M&A transactions involving private equity firms.

How did you choose this practice area?

Caroline: I worked as an investment banker before going to law school, so I was interested in corporate law from the get-go. There are two things about M&A work that I find especially compelling. First, it encompasses the widest range of transactions—for example, deals might be accomplished through a cash merger, stock merger, tender offer, stock purchase, asset purchase, or myriad other structures. Or you might find yourself working on joint ventures, spinoffs, minority investments, hostile and activist defense work, and more. In addition, M&A tends to be the most interdisciplinary of all practice areas; almost every engagement puts you in touch with lawyers across the firm, which gives us the opportunity to develop strong relationships with our colleagues.

Drew: Simpson has a rotation system, enabling junior corporate associates to experience different practice areas before choosing one. What really piqued my interest about private funds was that it offers junior lawyers significant responsibility and high levels of client contact. But I’d have to say that it’s the people—both clients and colleagues—who inspired my eventual choice. I’m lucky to work with such a creative, intelligent, and thoughtful group on a daily basis.

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

Caroline: No two days are the same, and it’s always exciting to see what new matters come in and what issues arise. Common activities include meeting with associates regarding upcoming tasks, reviewing diligence findings with lawyers in specialty areas, or perhaps speaking with the general counsel of a public company about an issue potentially requiring disclosure. I spend time reviewing agreements and meeting with associates to discuss drafting changes, and I regularly examine financial analyses by investment bankers and participate in fairness committee calls.

Drew: One of the best parts of working at Simpson is that clients come to us for creative solutions to complex issues. When I’m not drafting agreements, or negotiating with lawyers on the other side, I’m talking through issues with clients, analyzing agreements, and coordinating with colleagues across practice groups to design and implement solutions. I don’t necessarily know in the morning what issues are going to require my attention during the day, but that’s what keeps my job interesting!

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

Caroline: I’d recommend taking all the business-focused classes your law school has to offer, including Corporations, Securities Regulation, Restructuring, Corporate Tax, Negotiations, and Accounting for Lawyers. It’s also helpful to read DealBook and to research proxy statements concerning announced deals; the “Background of the Merger” section offers interesting information on how a deal came about and was negotiated. Once on the job, it’s good to read PLI articles and to attend presentations by practitioners about cutting-edge topics in M&A law.

Drew: In addition to the classes Caroline mentioned, I’d recommend becoming involved in a pro bono clinic. These clinics offer great opportunities to work closely with clients, giving students the chance to provide an important social service, while acquiring skills that will help them become better lawyers. I’d also encourage students to focus on organization, time-management, and drafting skills—crucial ingredients for success in any practice area.

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

Caroline: The things that make M&A work challenging also keep it exciting! To be effective, you need to master a wide variety of structures and remain adept at creating new structures. And you need to learn how to explain complex and often legalistic concepts to business clients and others so they understand the issues clearly. M&A also requires you to be “all in”—the hours are often long and unpredictable, and much of our work is time sensitive, with calls coming in quickly with a great sense of urgency. At the same time, it’s enormously gratifying to put a deal together for a client, providing the best possible client service.

Drew: Our clients are leaders in the field and have high expectations. Meeting those expectations can take you out of your comfort zone and requires you to think creatively to develop bespoke solutions. Starting with a blank sheet of paper can be daunting, but working collaboratively across practice groups and with attorneys at all levels is incredibly fulfilling. 

What is unique about your practice area at your firm?

Caroline: Our M&A group is unique because we punch well above our weight in terms of the number and significance of transactions we handle. As an institution, we are highly collaborative and regularly turn to one another to brainstorm solutions for our clients. We pride ourselves on thinking outside the box, and even during the pandemic, we were able to assist clients in both addressing complex business challenges as well as capitalizing on newfound opportunities that arose, finding creative ways to address novel issues and working closely with our clients and with colleagues in other practice areas.

Drew: I’d say the Private Funds group stands out because of the tremendous diversity of clients as well as the diversity of funds that we handle. To echo Caroline, the firm is so strong across the board and always approaches matters as a team; I routinely work with lawyers in the other corporate groups as well as in Tax, Litigation, and Employment to understand the finer points of matters and provide thoughtfully tailored solutions.

What are some typical tasks that a junior lawyer would perform in this practice area?

Caroline: Junior lawyers are absolutely critical on every deal, and their responsibilities are far-ranging, including drafting board minutes, transaction agreements, confidentiality agreements, and exclusivity agreements. Juniors also revise investment banker engagement letters and conduct and summarize due diligence, which can include reviewing corporate governance and key contracts. In addition, junior lawyers review and prepare disclosure schedules to agreements, prepare SEC filings, and coordinate the input of specialists and/or foreign counsel. They really are involved in all aspects of a deal!

Drew: One of the great things about private funds is that junior associates get a lot of substantive experience very quickly. Juniors in our group have a lot of client contact and routinely work with investors regarding the deal documents. Juniors are crucial to ensuring that the process moves forward smoothly.

What are some typical career paths for lawyers in this practice area?

Caroline: There are so many exciting opportunities available to M&A lawyers because of the wide range of experience they gain and excellent training they receive. Lawyers in our group are versatile and well equipped to take on any number of roles. Our associates have gone in-house to handle transactional work, joining major public companies such as General Motors, Raytheon, ITT, Amazon, and Google. Others have gone to startups, such as Blue Apron and Thistle. And some have moved to the business side, becoming investment bankers or working at private equity firms.

Drew: Our associates are well-rounded team players who are sought after across a wide range of businesses and fields. Former private funds colleagues now work at our clients’ businesses in both legal and non-legal roles, and others have joined financial institutions, government agencies, nonprofits, and academia. Simpson is a terrific starting point for any young lawyer!

Caroline Gottschalk, Partner—Corporate M&A;
Drew Harmon, Associate—Private Funds Practice

Caroline Gottschalk is a partner in the firm’s Corporate M&A department, where she focuses on mergers and acquisitions and other corporate transactions. Her diversified practice includes advising private equity funds, public and private companies, and investment banks in a wide range of M&A transactions, including leveraged buyouts, spinoffs, joint ventures, special committee representations, strategic investments, and financial advisory engagements. Among her many significant deals, Caroline represented Kelsey-Seybold Medical Group in its strategic partnership with TPG Capital and Advisor Group Holdings and affiliated funds of Lightyear Capital in the sale of Advisor Group—one of the nation’s largest networks of independent financial advisors—to Reverence Capital Partners. She received her A.B. from Dartmouth and her J.D., with high honors, from Duke, where she was a member of Order of the Coif.

An associate in the Private Funds practice, Drew Harmon focuses on the sponsoring and operation of private investment funds, investment management M&A, and other aspects of private investing in alternative asset classes. Drew advises on a wide variety of fund-related matters, including high-profile fund formation projects and separate accounts for large investors. He has significant experience across a wide range of asset classes and fund structures, including real estate opportunity funds, debt funds, large-scale buyout funds, secondary funds, co-investment funds, customized “funds of one,” separately managed accounts, and other similar arrangements. Drew received a B.A. (History) from Cambridge, a B.A. (Jurisprudence) from Oxford, and an LL.M. from the University of Pennsylvania.

Maggie White, Partner • Vanessa Smith, Associate
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Describe your practice area and what it entails.

In Gunderson’s Corporate and Securities group, we represent emerging growth technology companies through the various stages of the life cycle of a company, as well as venture funds when they are investing in portfolio companies. We typically first engage with the founders before the company is formed, and we represent the company through the incorporation process, through various rounds of financings, and until an eventual sale or public offering. When one of our clients is acquired or goes public, we work with our Capital Markets group and/or Mergers and Acquisition group to complete the transaction. And we also work with companies on day-to-day corporate matters, such as granting equity to employees, dealing with founder terminations, and advising on strategic business needs. We also work with venture capital funds on their investments in portfolio companies.

What types of clients do you represent?

Maggie: We represent emerging growth technology companies from a variety of industries, including consumer internet, software, entertainment technology, and life sciences. We also represent leading venture funds, to the extent that they’re investing in portfolio companies.

Vanessa: My company clients innovate in exciting markets, including software, analytics, tough tech, machine learning/AI, pharmaceuticals, medical device, biotech, and consumer brand. My company client profiles are very diverse, but there is a higher volume of sophisticated pharmaceutical, medical device, and biotech clients here in Boston and a rapidly growing practice at Gunderson. On the fund side, I represent the venture funds that invest in these cutting-edge industries.

What types of cases/deals do you work on?

Maggie: A common transaction for us would be preferred stock financing, where a venture fund is investing money into a newly formed or early-stage company, such as a Series A financing. The process starts when a company receives a term sheet from a venture fund, at which point we negotiate the term sheet with the company; communicate with the board on the process; and eventually run the deal by drafting the financing agreements, negotiating with the lead and other investors, communicating with the other company stockholders, finalizing the pro forma capitalization table for the financing, and addressing any issues that come up in the investors’ due diligence review.

Vanessa: I work with company clients from formation to exit and fund clients from fundraising and formation through deployment of capital. A large part of my practice consists of company-side and investor-side representation in financings. I also work with my company clients on day-to-day corporate matters and attend their board meetings. In addition, I represent companies and funds in complex restructuring transactions, asset sales and purchases, and mergers and acquisitions.

How did you choose this practice area?

Maggie: I started at Gunderson as a paralegal and was introduced to the venture ecosystem before law school. I chose my practice area because I found it exciting to work with technology companies and early-stage entrepreneurs who are building interesting and revolutionary technology. By the time I was in law school, having seen how the whole ecosystem works and having worked on deals with Gunderson lawyers, I was fully committed and trying to come back to Gunderson and build a career working with emerging growth technology companies.

Vanessa: During my 3L year at Northeastern, I completed two internships—the first was at Telerik, a software company, and the second was at Gunderson. While at Telerik, I fell in love with the startup culture—things moved quickly, and I was immersed in the business and technology. I was surrounded by dedicated people who were passionate about innovating and delivering a fantastic service and product. I wanted to be a part of a team like that. When I started my final internship at Gunderson, I learned that I could be a part of not just one, but a number of teams like that. I was getting to know founders, learning about new tech, working with passionate clients and colleagues, and making real contributions as soon as I walked in the door. I chose the practice area but didn’t fully grasp how that would translate into a career until I chose Gunderson.

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

Maggie: My typical day varies quite a bit based on what projects I have going on at any given time. The deals at Gunderson tend to be on shorter timeframes, but we generally have a large number of transactions that are ongoing at the same time. On any given day, I may talk to four or five entrepreneurs or founders, interact with a couple of venture capital fund clients with respect to their ongoing investments, attend board meetings where I advise executives and board members with respect to strategic decisions, and work with others within Gunderson on the same. I interface with clients in various ways, making sure that they’re getting solid legal advice and also guiding them with respect to various business issues.

Vanessa: My typical day consists of a blend of company- and investor-side representation. I work on transactions, whether those are venture financings or M&A, as well as general corporate governance, and I advise clients on their day-to-day inquiries (e.g., Can you help pull together a term sheet for a Series C Preferred Stock financing? What is the best approach to issuing equity to the founding team? How will this investment change the voting structure in the company?). Otherwise, every day is different. That is what makes this work so exciting—there is always a new problem to solve.

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

Maggie: It’s helpful to take classes that are related not only to the practice area of corporate law, but also to the areas that touch upon what we do, including tax, intellectual property, contract drafting, securities regulations, and corporate finance. I would also advise any student interested in this area to take advantage of every opportunity to be part of clinics in law school and to intern at early-stage companies. By getting involved with an early-stage company, you learn to wear a number of different hats and get experience with respect to the broader venture capital/startup industry.

Vanessa: Given my background and the fast-paced, client-
facing practice at Gunderson, I recommend real-world experience. Any experience in a corporate environment or with customer service is a good baseline. Working, interning, or volunteering with a startup or fund in an industry that you are passionate about is a great way to learn about the venture ecosystem that we work within. Law school clinics should also provide good opportunities to interact with clients.

What do you like best about your practice area?

Maggie: My favorite aspect of this practice is the ability to interact with a large number of smart, ambitious people in different industries. A huge part of our job is interacting with different types of people and helping people solve problems. A huge amount of my day involves trying to be a problem solver and a team player helping to build a company.

What misconceptions exist about your practice area?

Maggie: I think the biggest misconception is that you’re going to be part of a very large corporate team where you’re handling one small detailed piece of a larger transaction. In our practice area at Gunderson, we do a large volume of early-stage deals. So, you actually end up—from very early on—interacting with the client quite frequently. Oftentimes, even as a junior associate, you can be the lead on deals and work with many different people on a deal, including opposing counsel, founders, and investors.

Vanessa: Being a corporate lawyer at Gunderson is not what you would expect. Client volume is high, and, therefore, exposure to exciting technology and new client relationships abounds. This leads to the opportunity to build strong partnerships with clients. We become partners with our clients at the outset. It’s exciting to watch clients grow, adapt, and succeed and support them along the way.

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

Maggie: Summer associates have the opportunity to both be part of a formal learning process and tackle hands-on projects to learn about our various practice groups. They can also be part of client meetings, help run deal processes, and get a wide breadth of exposure over a short period of time across all of our various practice areas.

Vanessa: Summer associates will immediately be exposed to the venture ecosystem, and they work with all practice groups in the Boston office. Summer associates should expect to get involved in financings, M&A transactions, fund formations, and technology transactions. Summer associates should ex-
pect to participate in a number of great social activities in and around the Seaport and the firmwide summer associate event that takes place offsite.

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

Maggie: I think the most surprising aspect of dealmaking is how collaborative our work is. It is collaborative with respect to our clients as well as investors because at the end of the day, the eventual goal is for everybody involved to help build a successful company. It is very rewarding to close deals and help entrepreneurs get to the next phase of growth or an eventual successful exit.

Vanessa: Dealmaking in our space is often centered on building relationships and finding great partners in either investors or portfolio companies (depending on what side you are on). A majority of the deals that I work on are driven by pragmatic, open conversation throughout the transaction, which is not what you would typically expect in an adversarial context. Being able to offer up solutions that bridge the gap and collaborating with the opposing party tend to be the greatest value-adds for our clients.

Maggie White, Partner, and Vanessa Smith, Associate—Corporate

Maggie White specializes in the representation of emerging growth companies throughout their life cycles. Maggie is broadly experienced with corporate formation and governance matters, venture capital financing transactions, and a variety of M&A transaction structures. Maggie represents a wide variety of technology companies, including consumer internet, software, telecommunications, and entertainment technology industries, as well as a number of leading venture capital firms. Maggie received her J.D. from Emory University School of Law and her B.A. from Washington University.

Vanessa Smith works with the Corporate group, representing emerging growth companies and a number of leading venture capital firms. Vanessa specializes in the representation of companies throughout their life cycles, including formation, corporate governance, venture financings, and M&A transactions. Vanessa represents a wide variety of emerging growth companies, including software, medical device, life science, biotechnology, telecommunications, financial services, health care information and management, and retail industries, as well as a number of top-tier venture capital funds. Prior to joining Gunderson Dettmer, Vanessa was associate counsel at Telerik, a venture-funded software company specializing in end-to-end software development tools. There, Vanessa was responsible for drafting and negotiating license agreements and commercial transactions, corporate governance, and intellectual property matters and working on Telerik’s acquisition by Progress (NASDAQ: PRGS). Vanessa received her J.D. from Northeastern University School of Law and her B.A. from Temple University.

Benjamin Rubin, Partner
Proskauer Rose LLP

Describe your practice area and what it entails.

As a firm, Proskauer provides a full suite of services to asset managers and, in that larger complementary structure, the Private Credit group works on a variety of financing and structured transactions. We are unique among financing practices in the market due to the fact that we exclusively represent private credit providers and alternate sources of capital. I work on a variety of types of transaction within the financing world, including leveraged buy-outs, cross-border acquisitions, refinancings, dividend recapitalizations, joint venture and fund structuring transactions, and debt restructurings. We work hand-in-hand with numerous other practice groups at Proskauer, including Private Equity and M&A, Tax, Private Funds, Real Estate, Labor and Employment, Environmental, Healthcare and Data Privacy, and Financial and SEC Regulatory Compliance.

What types of clients do you represent?

We represent a large and diverse group of private credit providers, including some of the largest asset managers in the world, each of which has its own set of complexities and nuances, making our close relationship and partnership with our clients an integral part of my practice. Among that list of clients are AllianceBernstein, Antares, Apollo, Ares, BC Partners, BlackRock, Carlyle, Goldman Sachs Asset Management, KKR, Neuberger Berman, Owl Rock, Partners Group, and TPG.

What types of cases/deals do you work on?

Our most typical and frequent transactions are leveraged buy-outs (LBOs), where our clients partner up with a private equity sponsor to acquire a target company with a blend of equity and debt financing. We work on LBOs across a wide variety of industries, from information technology and software to health care and government contractors to hazardous materials and manufacturing. The wide variety and exposure to different industries and businesses is a fascinating aspect of my practice as we are continually learning, at a micro level, about particular business models, services, and products and, at a macro level, about the economy as a whole.

How did you choose this practice area?

When I came out of law school I had already made up my mind that I wanted to work in a transactional practice area, which I think is the key first decision to make. Otherwise, I had taken a number of courses in law school focusing on international financial transactions, cross-border M&A, and infrastructure project finance and really took to the blend of business, law, management, and accounting in those areas. I initially sought out a Project Finance group and tangentially ended up working in the Financing and Restructuring group at my previous firm.  When I came to Proskauer, I specifically sought out the Private Credit group as a market leader in the space, with a large presence in Boston, London, and New York.

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

The balance of my work can be broken up into three general categories: (a) work on actual transactions, (b) internal management and training, and (c) marketing and relationship-building and maintenance. There is certainly overlap among the categories, and each day, the mix varies, but the aspect I like the most about my particular group is that I do have a wide variety of experiences from week-to-week and year-to-year.

On a typical day, first thing in the morning, I usually check in with the associates on each of my transactions and have a conversation about status and answer any questions they may have. I may then spend a few hours reviewing term sheets or loan documentation or discussing open issues on a particular deal with clients. Around lunchtime, I frequently give presentations to the associates through our training program or host a training session for one of our clients on a topic of interest to them in the market. Then the afternoon is filled with phone calls with clients, whether just checking in to see how they are doing or speaking about a particular matter.

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

There is a wide variety of backgrounds in my practice, so there is not one path or simple answer to this question. In terms of law school experience, the most relevant courses would be Corporate Bankruptcy, Secured Transactions, and Mergers and Acquisitions; however, I am of the opinion that development of soft skills is of equal or greater importance. I would recommend any experience which provides an opportunity to develop public speaking skills, teach or train others on a topic, or engage in uncomfortable discussions. So much of my practice relates to communication skills and style—something as simple as being comfortable talking to strangers on the phone can be a real asset.

What do you like best about your practice area?

I really love the blend of skills and tasks that a successful lawyer in my practice area must develop and deploy. I did not necessarily become a lawyer with practice management and development of younger attorneys front of mind, but it has been a welcome development that a significant amount of my time is spent on those areas. It really keeps the job interesting and refreshing and, in my mind, is certainly a perk of working in a larger organization and a larger group. It is great to build relationships with the younger associates and then watch their development as they progress through their careers.

What is unique about your practice area at your firm?

The Private Credit group is a cohesive business unit that takes a collaborative approach to growth both within our group and across the firm. We meet on a formal basis once a week and informally on a daily basis to talk about business strategy, marketing, training, developments in our market, and ways in which we can expand our practice and also broaden relationships with our existing clients within our group and across the firm. We find that with this collaborative approach, we can consistently grow and elevate the entire practice. Ideas are shared and developed amongst the group to take advantage of varying viewpoints and hone our strategy.

What are some typical tasks that a junior lawyer would perform in this practice area?

Junior associates play an integral role in every transaction we work on. Initially, junior associates are most involved with deal process and timelines. There are a lot of moving pieces to an LBO transaction across both the equity and debt documents and a lot of parties involved with all the business personnel at various institutions and each of their respective counsel. Making sure that all the people and documentation continue to move along the targeted timeline is a complex task that junior associates learn to manage early on. We also try to get junior associates as much exposure as possible to each of the deal documents and are consistently pushing the boundaries of their comfort zones to ensure everyone is developing as quickly as possible. Our goal is for associates to be running their own deals as soon as they are capable.

In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?

As a unique and all-encompassing crisis, the initial effect on our practice was a pivot away from front-end deals towards anticipating and answering questions from clients who were trying to get their footing and assess the impact of the shut-down of certain segments of the economy on their businesses and their client’s businesses. We subsequently moved into a stage of restructurings for companies that were hit particularly hard by the pandemic. We keep most of that restructuring work with the Private Credit group or work in tandem with the Private Credit Restructuring group to handle complex work-outs of troubled credits. As a firm and a group, we have all adjusted to working remotely with excellent support from the firm’s technology platform, maintaining a consistent level of contact with our colleagues to try to replicate, as much as we can, the dynamic atmosphere of our office working spaces.

Benjamin Rubin, Partner—Corporate

Benjamin Rubin is a partner in Proskauer’s Corporate department and a member of the Private Credit group. He was promoted to partner in 2018, after joining the firm as a lateral associate in 2014.

Ben focuses his practice on complex corporate finance transactions in the asset management industry. He represents an array of private credit providers, including private debt funds, BDCs, CLOs, sovereign wealth funds, hedge funds, and private equity investors in connection with growth investments, acquisition financings, going-private transactions, and joint venture programs as well as other finance-related transactions, including innovative, first-in-kind transactions across the U.S. and Europe. Ben has extensive experience in intercreditor and interlender issues, secured creditor and bankruptcy rights, debt restructurings, and private equity investments.

Ben has experience in a wide range of business sectors, including health care, information technology, industrial and manufacturing, transportation, retail, and financial services.

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