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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.
Elizabeth Cooper, Partner • Michael Chao, Associate
Simpson Thacher & Bartlett LLP

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.

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.

Z. Julie Gao, Partner
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Describe your practice area and what it entails.

My role is to be a trusted adviser to my clients as they realize their dreams for their businesses. My team and I help Chinese companies develop and expand, and it is especially gratifying to see our clients grow their businesses from inception to successful, significant enterprises in China and internationally. Often we counsel companies through several transactions in their business life cycles, advising on both M&A and capital markets transactions.

We can assist as they raise money via a listing on a global stock exchange, issuing convertible bonds and debt securities, securing private placements or PIPE transactions, or making strategic investments or management buyouts. I also have counseled companies seeking partnerships with other entities and with all aspects of regulatory compliance.

What types of clients do you represent?

Since November 2017, my team and I represented 22 China-based companies listing on the U.S. stock exchanges—by any measure, the highest number among international firms. We are particularly experienced in advising “new economy” companies and those in the internet, TMT, consumer, fintech, education, health care, and renewable energy sectors. In 2018, our clients included BiliBili Inc., iQiyi Inc., Meituan Dianping, NIO Inc., Pinduoduo Inc., Uxin Limited, and Xiaomi.

What types of cases/deals do you work on?

I advise on M&A and capital markets transactions. More specifically, I advise on IPOs, as well as other equity, convertible bonds, and debt securities; private placements; PIPE transactions; strategic investments; management buyouts; and regulatory compliance. The past year has been a particularly significant year for IPOs, with Skadden advising on 21 U.S. listings and nine in Hong Kong. Of those, six offerings raised more than US$1 billion. The Xiaomi Hong Kong IPO was the first listing to allow dual-class stock structures and was genuinely groundbreaking. We also advised on Hong Kong’s second such listing for Meituan-Dianping.

How did you choose this practice area?

I was encouraged by my family to pursue law because we felt China’s legal system was on the verge of tremendous development. I started my career working at another global law firm in Los Angeles. While I developed experience across a wide variety of practices, I ultimately focused on corporate work because of the stimulating nature of cross-border work and the chance it gave me to help Chinese companies grow internationally. In particular, I enjoy the process of helping my clients develop, expand, and succeed with their business goals.

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

There really is no typical day for me. Like a doctor in the ER, my day is often filled with unexpected situations involving a very wide range of legal issues in different jurisdictions, followed by a feeling of excitement after resolving many of these issues and getting deals done. I travel frequently to meet clients in mainland China and work closely with our teams in Hong Kong, Shanghai, and Beijing. Like all of the Skadden partners, I am directly involved in my matters, so I really cover all major aspects of the deals.

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

Besides the obvious importance of doing well in your law school classes, in order to achieve long-term success, I think lawyers and professionals in all fields need dedication to their professions, enthusiasm for service, a passion for self-development and lifelong learning, perseverance and diligence, and enthusiasm and positivity to sustain them during challenging and demanding periods.

What do you like best about your practice area?

It is very fulfilling for me to work with clients as they reach significant milestones in their businesses. Of course, what is significant to one client can be different to what is significant for another. I have been fortunate to meet many outstanding people from a range of industries and enjoy helping them grow in their respective fields. Every time I start a new deal, I find myself learning new things. I am motivated by the success of my clients, and being able to use my legal skills to help clients across a gamut of industries keeps me energized.

What is unique about this practice area at your firm?

I moved to Skadden in 2009 from another large firm because Skadden has the perfect platform for a lawyer who wants to work globally on the most important corporate transactions. My colleagues at Skadden are the best in the world at what they do, and being at the firm has allowed me to continue to grow my client base and use my skills to advise China’s most innovative and pioneering companies.

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

Junior attorneys typically gain experience by working on the due diligence, drafting, and closing aspects of a deal. Everything you do counts. No matter how routine the task, everything you learn will be helpful and contribute to your career.

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

Our summer associates in the Hong Kong office get real-world experience. Most of them travel outside of Hong Kong, including to our other Asia offices, and are embedded with our associates and partners on active deals. Although we have substantive and quality formal training in the office, I think working on the deals and spending time with our lawyers—watching them in meetings and listening in on calls—is the best way to learn.

Z. Julie Gao, Partner—Corporate (Hong Kong office)

Julie Gao is one of Asia’s most eminent attorneys, frequently counseling leading Chinese new economy companies in their most significant capital markets and corporate transactions. She heads Skadden’s China practice and sits on Skadden’s Policy Committee, the firm’s highest governing body.

Julie is a go-to counsel for Chinese companies aiming to list on the NYSE or Nasdaq and on the main board of the HKSE. She also is recognized for her outstanding M&A practice, having represented China’s foremost telecommunications, media, and technology (TMT) companies in many of their recent landmark M&A deals.

In 2018, The Asian Lawyer named Julie International Law Firm Leader of the Year, and she was named International Dealmaker at the China Law & Practice Awards 2018. In 2017, she was named Best in M&A and Private Equity at the Euromoney Asia Women in Business Law Awards, and in 2016 she was named M&A Lawyer of the Year by The Asian Lawyer.

Julie holds a J.D. from UCLA, an M.A. from the University of Alabama, and an LL.B. from Peking University. She is admitted in California and speaks Mandarin and English.

Elina Tetelbaum, Partner
Wachtell, Lipton, Rosen & Katz

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.

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.

Duane McLaughlin, Partner
Cleary Gottlieb Steen & Hamilton LLP

Describe your practice area and what it entails.

While I advise on a variety of corporate and disclosure matters, I specialize in debt financing transactions. The core of my practice is acquisition financing, which is a specialized area that is highly integrated with the rest of a mergers and acquisitions transaction. At the time the acquisition agreement is entered into, we typically enter into commitment letters so that the commercial terms are set, and the debt financing will be available when the acquisition is closed. Between signing and closing, we negotiate the actual financing documents.

Another part of my practice is working with other types of debt financing for a variety of borrowers, including portfolio companies of private equity sponsors and large strategic borrowers.

I spend a lot of my time providing general corporate counseling, which I find is a good way to maintain and build client relationships by having daily or near-daily contact with most of my clients. This advice covers my core areas of focus, but also covers securities law, disclosure, compliance, and corporate governance issues.

What types of clients do you represent?

I do work for private equity sponsors and their portfolio companies, as well as other corporate clients of all sizes. In the last year, I have done work for a number of different private equity sponsors, including Brookfield, Carlyle, Fortress, and TPG.

I have several corporate clients that I started working for when I was a summer associate, meaning that I have worked for these clients for more than 20 years, including FEMSA and Coca-Cola FEMSA. I have worked almost as long for Codelco and Copa Airlines.

Through acquisition financing work, I also tend to work for new clients every year, including, recently, Western Digital, Cushman & Wakefield, and Cohu. I enjoy building long-term relationships with clients, which is both personally satisfying and the key to building a successful practice.

What types of cases/deals do you work on?

I spend most of my time doing acquisition financing transactions, which is a dynamic and varied area. In the early stages, the key is to get the capital structure right and make sure the debt financing dovetails as perfectly as possible with the rest of the transaction. Market conditions, contractual issues in the acquisition agreement, or—often—regulatory issues can have an important bearing on how the financing is structured.

Prior to signing the acquisition agreement, structuring a process to maintain competitive tension among the debt financing providers is key to getting the best possible commercial terms for the client. During this time and through closing, the focus shifts to making sure the terms of the debt financing work well with the business, do not create the risk of foot faults, and are not overly restrictive.

At closing, the focus is on getting all of this papered correctly. These types of transactions often involve some of the most complicated contractual arrangements in corporate work. And closing is often only the beginning, particularly for new borrowers or issuers, as there is a significant education process for clients to be able to comply with their new debt documents.

How did you choose this practice area?

My career has coincided with a significant growth in debt-financed acquisitions and the leveraged loan market. This practice area requires lawyers to have substantive legal knowledge across several areas, stay up to date on developments in different debt instruments, and have the ability to advise on both legal and commercial developments. While I did a variety of work as a younger lawyer, I seemed to gravitate naturally to acquisition financing and other types of debt-financing transactions. I was fortunate enough to work on some of the largest acquisition financings in the U.S. and cross-border financings in Latin America. I also liked the opportunity that an acquisition transaction presents to build a broader relationship with a client and provide ongoing financing and general corporate and disclosure advice, so it was a natural choice for me that occurred over time.

Even as I have focused my practice, however, I have always tried to keep up with developments in corporate governance and disclosure in order to help the clients for whom I have provided this advice for many years.

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

My day consists of three different types of activities. First, I interact with clients every day on pending transactions, and I answer general questions they have or discuss transactions they are thinking about doing. It often involves legal issues outside of my core practice, which is when I bring in my colleagues from different practice areas at the firm.

Second, I spend time each day with the teams on my deals. I tend to be the most involved in the early stages of a deal, when I may review and comment on every turn of the main documents. As the deal progresses, and depending on the seniority of the associates I am working with, I delegate more to the associates and try to hand over to them leadership in the process, following up frequently to discuss key substantive or procedural issues. I really enjoy doing the actual legal work and supporting associates in their roles.

Finally, I spend a good part of each day staying up to date on market or legal developments as they relate to my practice.

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

The most important thing is that you really have to like rolling up your sleeves and doing real legal work, as the documents in our deals are often highly complex. You also have to have good written and oral communication and people skills from the beginning, as these types of transactions involve extensive interaction with other lawyers at the firm, clients, and opposing counsel at all levels. Finally, you need to be curious. There is a fair amount of business, accounting, and market information that you need to learn over time that you can only really do deeply by reading newspapers and industry publications about debt financing. We provide a lot of training at the firm, and there are many general training resources available to get young lawyers started, although this isn’t an area that law school can specifically prepare you for.

What do you like best about your practice area?

I like the variety and unpredictability that come out of my particular practice, as well as work that is both complicated and highly dependent on market conditions. I never know what is going to happen on a particular day. I also like working closely with our mergers and acquisitions lawyers and lawyers in other practice areas at the firm. Changes in the business cycle also profoundly affect what I do. For example, I spent 2007 working on the acquisition of Alltel, which was one of the largest buyouts in history; I spent 2008 working on the acquisition of Lehman Brothers; and I spent 2009 on a variety of restructuring transactions. When the debt markets reopened after the credit crisis, I resumed my core practice of acquisition financing, although how deals are done had changed a bit since the pre-crisis boom.

What is unique about your practice area at your firm?

We are not a big group, but we do cover a lot of ground. We tend to focus on representing borrowers or issuers of debt, but we work for both private equity sponsors and strategic buyers and for both the highest credit quality borrowers and leveraged borrowers. We are also a pretty young group with a growing business, and lawyers of all levels of seniority can have the opportunity to play a role in the development of the firm’s practice and client base.

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

One of the nice things about our practice is that the variety of work involved allows junior lawyers to play different roles in the transaction. Early in the deal, our junior lawyers take the lead in understanding the existing capital structure and any contractual impediment to putting the new financing in place. They also have a key role to play in analyzing proposals from potential debt providers and getting banks on the same set of terms. Finally, through closing, the junior lawyers have opportunities to draft different documents and coordinate the closing process. In this area, junior lawyers really have a high level of involvement and the greatest exposure to clients later in the deal.

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

I really still enjoy getting deals done for clients. I feel lucky that I get to work on transactions that I find interesting and allow me to continue to learn and develop as a lawyer even after 20 years of practice. I also like meeting a new group of young lawyers each year who are trying to decide on a practice area and having the opportunity to influence their development and get them interested in debt financing.

Duane McLaughlin, Partner—Debt Finance

Duane McLaughlin is a partner in Cleary’s New York office. His practice focuses on debt financing transactions and mergers and acquisitions.

He regularly represents private equity funds and their portfolio companies and NYSE- and Nasdaq-listed U.S. and non-U.S. companies, focusing on bank financings and capital markets debt issuances. Duane has extensive experience in acquisition financing transactions in both the high-grade and leveraged markets, and he has been involved in a number of transactions in Latin America.

Duane’s wide-ranging work for clients has been recognized by IFLR 1000, Latin Lawyer, The Legal 500 Latin America, and The Legal 500 U.S.

Duane received his J.D. in 1998 from Columbia Law School. He clerked for Judge Denise L. Cote, U.S. District Court, Southern District of New York, from 1998-1999. Duane joined Cleary Gottlieb in 1999 and became a partner in 2007.

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