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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.
Kimberly Spoerri, Partner
Cleary Gottlieb Steen & Hamilton LLP

Describe your practice area and what it entails.

My practice entails advising clients in connection with different types of corporate transactions, including mergers and acquisitions (public and private deals), spinoffs, asset dispositions, and minority investments. I also advise boards of directors on various ordinary course corporate governance matters as well as in connection with activist campaigns.

What types of clients do you represent?

I represent a range of clients across many industries. I was part of the team that represented Versace in connection with its sale to Michael Kors. I represented Henry Schein in connection with a Reverse Morris Trust transaction involving their Animal Health business, which was one of only a handful of RMT transactions involving a merger with a private company. I also represented Honeywell in connection with its recent spinoff transactions. I’ve also done a number of deals over the years for Alphabet/Google, such as its acquisition of Waze.

What types of cases/deals do you work on?

One thing I’ve really enjoyed about my practice is the variety of transactions I’ve been fortunate to work on and the range of clients I’ve been able to work with. I’ve worked on a variety of types of deals over the years. I’ve worked on a number of minority investments both on the buy-side and the sell-side. I’ve worked on acquisitions of companies ranging from small startups to large public companies. I’ve worked on the buy-side and sell-side of acquisitions of family businesses. It’s really interesting to spend part of the day advising a large public company on a sale and part of the same day advising a smaller family-owned company on its first capital raise from an outside investor.

How did you choose this practice area?

I started at Cleary in November of 2008, and while I knew that I wanted to do corporate work, I wasn’t sure which area of corporate law I wanted to focus on. I was lucky enough to get staffed on an M&A deal a few weeks after I started and basically never looked back. It’s not for everyone, but I love the pace of an M&A deal. We’re often working on tight timelines to get deals done, and for both the lawyers and the clients, it’s an “all-hands-on-deck” situation. I love the energy and comradery that M&A deals often foster. I’ve also been lucky to have a number of mentors in my practice group who have taught me a lot and created a great atmosphere in which to practice.

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

There is no typical day in M&A, but there are typical activities that tend to make up my days. I spend a lot of time reviewing agreements and negotiating them with opposing counsel. I’m often on the phone with clients, or colleagues, or other advisors on a transaction (e.g., financial advisors or accountants), either catching up on general deal process or discussing specific points or strategy. While an M&A lawyer is essentially leading the M&A transaction at the firm, there are a number of other lawyers who play very important roles on any given transaction. In any deal, the most important issues may be related to intellectual property, employment, or tax matters (or all three!), and so working hand-in-glove with our colleagues in those areas is key to ensuring that our client gets the best outcome in a transaction. One of the great things about practicing M&A is that the M&A team often has a bird’s-eye view of the whole transaction—you know what’s going on at the client, what’s going on internally with colleagues outside the M&A team, what the other advisors are doing, and what opposing counsel is up to. This means that you end up spending a lot of time coordinating among those various groups.

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

Staying on top of the business section of the newspaper can be a good start. There are typically lots of interesting stories about hostile deals, activist campaigns, big public mergers, and governance issues at all sorts of companies—all things we deal with as M&A lawyers in our day-to-day practices. In law school, taking a good variety of corporate law classes (for example, corporations law and securities regulation) is also helpful. At Cleary, we have a two-week “mini-MBA” training program that provides an overview of “business law,” and throughout your time as an associate, we have periodic teach-ins on various practical skills for M&A associates. Our associates have found those programs very helpful in their practice.

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

One of the most challenging things about being an M&A lawyer is the timeline on which we are asked to do transactions. It’s not unusual to hear from a client that a deal we thought was off the table will need to be done from start to finish in less than two weeks. Coordinating a large team, managing clients, and dealing with opposing counsel can often make for late nights. However, those high-pressure, fast-moving transactions are often the ones that are the most fun. You really get to bond with your internal team and the client team when everyone is asked to perform under that sort of pressure. I can say from experience that clients appreciate us the most when we’re put in that position and excel.

What do you like best about your practice area?

I love being the person that a client calls when they have a challenging question and being able to answer quickly and put them at ease. What we are doing is very closely tied with important business objectives of the client, which allows us to speak not only to other lawyers, but also with executives throughout the company and the board of directors. Being a key point of contact for all of those constituencies at the client and helping to ensure that our main contact at the client (in-house counsel) is best prepared to address their internal stakeholders is what I enjoy most.

What misconceptions exist about your practice area?

I think one of the misconceptions that exists about M&A is that you have to be combative to be a good M&A lawyer. My experience has shown that nothing could be further from the truth. Transactions are often done most efficiently when the counselors on opposite sides of the table respect each other and have a collegial relationship.

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

An attorney who practices M&A at Cleary generally has a wide range of options for his or her career path. Of course, some people will stay at the firm and practice M&A here for their whole careers. For those who would like to explore alternative career paths, there are tons of great opportunities. M&A attorneys from our firm have gone on to work at major television networks and other media companies, well-known sports leagues, investment banks, and tech companies of various sizes (running the gamut from startups to the biggest names in tech). Some alumni continue to practice law while others may pivot to the business side once they leave the firm. We also have many alumni working for government agencies and nonprofits. The M&A practice truly gives you a broad base of knowledge, which prepares you well to do a variety of jobs in a wide range of industries in your post-law-firm career.

Kimberly Spoerri, Partner—Mergers & Acquisitions

Kimberly R. Spoerri is a partner based in Cleary Gottlieb’s New York office. Her practice focuses on public and private mergers and acquisitions, private equity investments, and corporate governance matters. She also regularly represents major investment banking firms acting as financial advisors to acquirors or target companies.

Kim has been recognized for her work as an M&A lawyer by IFLR 1000 and The Legal 500 U.S. (Large Deals $1BN+). She was shortlisted by Euromoney Legal Media Group Americas in 2018 for its Rising Star Award for “Best in Mergers & Acquisitions” and in 2019 for its Women in Business Law Award for “Rising Star: Corporate.” In addition, Kim was honored in 2019 as a “CUP Catalyst” by the Council of Urban Professionals for her work as an agent of change in the field of law.

Kim joined the firm in 2008 and became a partner in 2017.

She received her J.D. from the New York University School of Law, where she served as a senior executive editor on the New York University Law Review, and a B.A. from Princeton University.

David J. Perkins, Partner
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

My practice focuses on representing companies and private equity sponsors as buyers, sellers, investors, and partners in every kind of M&A transaction, including public and private buy-sides and sell-sides, spinoffs, carve-out divestitures, and joint ventures. I also advise private equity sponsors on the formation of investment funds and other investment vehicles.

What types of clients do you represent?

I represent a diverse group of private equity sponsors and companies in a variety of industries, including insurance, media, retail, technology, renewable energy, and real estate.

What types of cases/deals do you work on?

My M&A practice focuses on large public and private acquisitions and divestitures for private equity and corporate clients, including a proposal by Brookfield Renewable to acquire the outstanding shares of TerraForm Power that it does not already own, in a transaction that values TerraForm Power at approximately $3.9 billion. I also advised on the pending acquisition by Lindsay Goldberg and American Securities of AECOM’s Management Services Business for $2.405 billion and British American Tobacco’s $97 billion merger with Reynolds American. My practice additionally includes joint ventures, such as Lindsay Goldberg’s strategic partnership with Kroger to form PearlRock Partners and other more be-
spoke transactions for private equity clients, such as MSD Partners’ preferred equity investment in the Miami Marlins, which is part of the $1.2 billion acquisition of the Miami Marlins by an ownership group led by Bruce Sherman and Derek Jeter. On the investment fund side of my practice, I am currently representing BDT Capital Partners in connection with the formation of BDT Capital Partners Fund 3, which has raised over $6.3 billion in capital commitments to date, and I previously represented BDT on BDT Capital Partners Fund 2, which raised $6.2 billion in capital commitments, as well as Westbrook Partners in connection with the formation of its eighth, ninth, and tenth real estate funds, which raised aggregate capital commitments of over $6 billion.

How did you choose this practice area?

As a law student at the University of Washington, I knew almost nothing about the different practice areas available at large New York City firms like Cravath. During my first summer, I did litigation work for a government agency in Washington state, which was an interesting experience but not something I wanted to do over the longer term. When I came to Cravath, I chose to be a summer associate in our Corporate department—largely because I did not want to be a litigator, not because anything about corporate work was particularly interesting to me. However, I was pleasantly surprised that summer to learn that corporate work at Cravath was a very good fit for my skills and personality. I had been an Army officer before law school, and there was a similar sense in our Corporate department of working together in small teams on very challenging assignments and often under stressful conditions. I liked that our role as corporate lawyers was to protect our clients’ interests, but also to work collaboratively with all parties involved to solve problems. Like other corporate associates, I worked my way through our different practice areas as part of Cravath’s rotation system. I spent the majority of my time in our M&A practice and in our practice group that focused primarily on real estate investment funds and other complicated real estate transactions. When I became a partner, my practice drew on all of these experiences. At the firm, partners are not constrained to working in just one practice area, and I feel very fortunate to be able to work on matters across different disciplines that challenge me in different ways.

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

I have very few “typical” days, and my schedule is highly variable, but most involve some mix of conference calls, meetings, and time spent drafting and reviewing documents produced by my team. I spend a lot of time talking with my clients about strategy and creative solutions to whatever issues we are facing, and then my job becomes convincing the other side that our solutions work and carefully drafting the transaction documents to make sure the deal functions as intended. I also spend a considerable amount of time each day training and providing feedback to our associates. This day-to-day training is more of the “on-the-job” variety and consists primarily of meeting with associates to review an agreement or other document that they have recently drafted, or sometimes discussing a conference call or meeting with clients or opposing counsel to highlight which techniques worked and which did not. We provide our associates with formal reviews and feedback on an annual basis, but this informal daily feedback is really where associates learn their craft and become better lawyers—it is one of the most important things I do each day. We typically do not hire partners or associates laterally, so the future strength of our firm is built on a daily basis by investing our time in developing and training our associates.

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

Most of our incoming associates have taken the typical classes on corporations law, securities regulations, and other topics that relate to our transactional practice areas. And while these classes provide useful background, I do not think they are prerequisites to being a successful associate in our corporate practice. These classes provide some advanced knowledge of the basic vocabulary and concepts that are part of our corporate practice, but it is difficult to teach anyone how to negotiate or draft complicated agreements in an academic environment. I think the best training for our associates is getting them as much experience doing deals as possible. Starting with our first-year associates, we give them frequent opportunities to interact directly with our clients and the opposing counsel, lead conference calls and meetings, and produce first drafts of documents. Our associates oftentimes feel nervous and unprepared when they are asked to take on these responsibilities—I certainly did—but we think these opportunities greatly accelerate their professional development. Our junior associates are not relegated to researching and notetaking for other, more experienced lawyers, and as a result, they really take ownership of the transactions on which they are working. More generally, there are lots of examples of success in our practice area, both in the partner and associate ranks, and the best advice I would give to younger associates about skill development is to watch how their partners and more senior associates operate and to try out these techniques as early and often as possible to see what works for them.

What do you like best about your practice area?

The best part of my practice area is being able to find creative solutions for issues that arise during the course of negotiating a transaction. Clients typically come to Cravath with their most complicated transactions, and I think our creativity and problem solving is what sets us apart. It is where we deliver the most value for our clients.

What is unique about your practice area at your firm?

Working on both M&A transactions and investment funds gives me a better understanding of how my private equity clients operate and how the choices we make in the M&A deal process can create issues for the funds and vice versa. Even for clients where I only do their M&A or their fund work and not both, I feel like I am better able to partner with them because I understand both the deal making and fundraising sides of their businesses. The cross-disciplinary nature of my practice is unique, but it is very consistent with our broad-based, generalist approach to developing corporate lawyers. Rotating within our Corporate department allows our associates to become very knowledgeable of those practice areas, but it also develops their ability to handle new and different challenges and to approach problems in different and innovative ways.

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

At Cravath, we typically assign our summer associates to a single corporate or litigation partner for the duration of their time here. I staff my summer associate just like I would any other junior associate in our group, and they gain hands-on experience working for and with our clients. By the end of the summer, our summer associates will be fully integrated into our practice group and full-fledged members of the deal teams on the various transactions, and they will know exactly what their lives will be like as first-year associates after graduation.

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

Our associates pursue a wide range of opportunities after they leave Cravath. Plenty of Cravath associates go on to become partners at other firms, but the broad experience base that our associates acquire through our rotation system makes them very well suited to being general counsels and senior in-house lawyers. Many of our associates also go on to become successful in non-legal business roles. I think that this is similarly due to the breadth of their experience base but also because we emphasize the importance of thinking commercially in our corporate practice area, which translates well to the business side.

David J. Perkins, Partner—Corporate

David J. Perkins is a partner in Cravath’s Corporate department. His practice focuses on private equity and mergers and acquisitions, including investment funds, joint ventures, and real estate acquisitions and dispositions.

Dave received a B.S. from the United States Military Academy in 1997, where he was a distinguished honor graduate, and a J.D., with high honors, from the University of Washington in 2005, where he was executive editor of the Washington Law Review and was elected to the Order of the Coif. Dave joined Cravath in 2005 and became a partner in 2013.

He has been recognized by IFLR1000 for his work in both mergers and acquisitions and real estate acquisitions. In 2014, he was recognized by Law360 as one of 10 outstanding real estate lawyers in the nation under the age of 40. Dave has also been named a New York Rising Star by Super Lawyers for real estate.

Prior to joining Cravath, Dave served as an infantry officer in the United States Army in a variety of infantry assignments, including with the 82nd Airborne Division and the 25th Infantry Division, and as an embedded advisor to the Afghanistan military and national police force.

Vanessa Jackson, Partner
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 financing 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.

Graham Robinson, Partner
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Describe your practice area and what it entails.

As a partner in the M&A practice at Skadden, I represent companies involved in buying or selling themselves to other companies. In some cases, the target doesn’t want to be sold to the buyer, at least not at the price offered or maybe at all—those transactions are some of the most interesting and engaging. A related part of my practice is representing companies in their dealings with activist (or “suggestivist”) investors. Most of the clients with which I work are public companies, though some are large, sophisticated private businesses.

What types of clients do you represent?

A large portion of my clients are public biotechnology and pharmaceutical companies. I also represent companies in other, often technology-related, industries. While I’m based in Boston, my practice doesn’t focus specifically on local companies—our office provides M&A advice to businesses around the world. For example, in 2019, we advised on M&A transactions for public companies based in the Boston area, as well as in London, Montreal, San Francisco, Boulder, Seattle, and Philadelphia.

What types of cases/deals do you work on?

Most of my deals involve representing the buyer or seller in the acquisition of a public company, including buyers like Gilead Sciences and Vertex Pharmaceuticals and sellers like Array BioPharma and Carbonite.

I also recently represented WeWork, a large private company, in a very complicated (and interesting!) transaction with SoftBank.

How did you choose this practice area?

When I was in law school, I would have fought you if you told me I would become a transactional lawyer. I was sure I wanted to be a litigator. As a summer associate, I was staffed on an M&A transaction by obligation, and I immediately fell in love with the work. From that point forward, I knew that I wanted to be an M&A lawyer. I’ve been lucky to find a specialty area in the law that I continue to find fun and engaging 20 years later.

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

Most of my day is divided between talking with clients and investment bankers on the telephone and meeting with my fellow team members at Skadden. Much of our work involves interacting with boards of directors. For example, if we are representing a public company considering a takeover proposal, our principal job is helping the company’s board of directors make the best possible decisions. How should we respond? Do we want to say “no”? If we are open to a sale, should we ask for more money? Should we approach other potential buyers? How do we keep employees comfortable with rumors they may hear? These are all questions that do not come up regularly for directors, so they need guidance from outside advisors who are specialized in these transactions and can help them think through the issues.

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

Learning as much relevant law as possible is a good starting point. Many other factors distinguish a very good M&A lawyer from their peers, but a deep knowledge of the law is, nevertheless, a prerequisite. Take high-quality M&A classes (preferably taught by a former practitioner) and corporate classes that cover the heart of the laws that are central to M&A deals (such as fiduciary duty law). Classes in securities law and tax are worthwhile as well. Other areas, like secured transactions and UCC, may be interesting but not as relevant.

What do you like best about your practice area?

I enjoy the intellectual challenges of my practice, including working to understand a board of directors’ objectives and human dynamics. This allows us to determine the best way to help them achieve their goals and make ideal decisions in the process.

What is unique about your practice area at your firm?

Part of what appeals to me about my practice is the central role that M&A lawyers play in the dealmaking process, including the tactics. In many other areas, the role of a lawyer is principally to document a transaction worked out by others. While that can still be very rewarding and interesting, I enjoy the strategic side of M&A—especially public M&A.

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

We work as a team, and junior lawyers are involved in every aspect of a matter. These aspects range from completing the many documents and workstreams necessary for executing an M&A transaction to brainstorming ways to tackle an issue or a CEO’s script for the next step of the negotiation to preparing for our segments in board meetings.

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

M&A practice has evolved significantly during the 20 years
that I’ve been doing it. The pace of transactions has accelerated. As lawyers and bankers have become more specialized in their roles, many routine deal aspects have become standardized, allowing dealmakers to focus quickly on the transaction’s more unique and important issues. I expect all of that to continue. But an excellent M&A lawyer’s core abilities—a strong understanding of the law, a keen tactical mind, creativity, strong analytical thinking, and good oral presentation skills and boardroom presence—will likely remain the same.

 

Published in 2020.

Graham Robinson, Partner—Transactional

Graham Robinson is head of Skadden’s Boston Mergers and Acquisitions group. He focuses his practice on mergers, acquisitions, and other transactions in the pharmaceutical, medical device, and technology industries in the U.S. and internationally. Mr. Robinson regularly represents public and private companies, as well as private equity and venture capital funds, in acquisitions and divestitures, both negotiated and contested. He has significant experience advising companies in preparing for and responding to unsolicited acquisition proposals, as well as advising companies in dealing with activist investors. Mr. Robinson has been listed in the most recent rankings of Chambers Global, Chambers USA, and The Best Lawyers in America. He is the only corporate lawyer based in New England listed in the Lawdragon 500 Leading Lawyers in America. He also was named a Financial & Corporate Star by LMG Life Sciences in 2019, as well as a 2018 Client Choice Award winner as an attorney who “stands apart for excellent client care.” Mr. Robinson is a member of the board of fellows of Harvard Medical School, an overseer of the Boston Symphony Orchestra, and a former member of the board of directors of the Massachusetts Chapter of the March of Dimes.

Kevin Lehpamer, Partner
Clifford Chance US LLP

Describe your practice area and what it entails.

I focus on public and private M&A transactions. I advise a broad range of sellers, purchasers, and other parties in cross-border and domestic mergers, acquisitions, reorganizations, joint ventures, and investment transactions.

What types of clients do you represent?

I represent financial investors, such as private equity firms, and strategics—both public and private companies.

What types of cases/deals do you work on?

I have worked on a broad range of M&A matters, from handling large public company mergers to representing private equity firms in leveraged buyouts, sales of portfolio companies, minority investments, and other matters. A typical private equity company representation can involve numerous aspects of an M&A/corporate practice, ranging from negotiating a purchase/sale agreement to navigating issues relating to regulatory matters, debt or equity financing, carve-out issues in separating from a parent company, and management investment/retention issues.

The more complicated deals can span multiple jurisdictions, which can only add to the complexity.

How did you choose this practice area?

At the very start of my legal career, I tried a number of different practice areas and found M&A work the most compelling; you are typically involved in a very critical moment in a company’s life cycle, working together with a band of incredibly smart people all focused on a common goal. It’s the perfect combination of exhausting and totally thrilling.

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

It may sound cliché, but there really is no typical “day in the life.” My day usually involves a series of negotiations, client meetings, conference calls, and typically at least one issue I didn’t see coming the day before. I’m usually working to navigate a series of thorny commercial and legal issues to help my client find resolution and accomplish a goal.

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

The best preparation is starting with a solid foundation, which means having a well-rounded legal background. Many law schools are now offering M&A seminars, which I think can be helpful in giving an overall sense of a typical M&A process. I think many students believe they need to take one specific course in order to be prepared, but in reality, I would give the exact opposite advice—a broad foundation is invaluable. Take advantage of your time in law school, expand your horizons, test the waters, and try areas of the law you may never have the opportunity to explore again. Ninety percent of what you will be working on will be like nothing you have ever seen before, and those that can think on their feet and think critically will be ahead of the curve.

What misconceptions exist about your practice area?

The timing pressures can give M&A a reputation for being incredibly intense. Of course, there are challenges, but I’ve found that my mentors and colleagues who have been practicing for years have developed a way to navigate this aspect of the work and do it all in a professional way. There is a reason we are doing this so many years out and are still excited for each new deal.

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

I think the trend to become increasingly global and more complex will continue to accelerate. Think of the companies we read about in the news every day trying to grapple with more government regulation around the world in areas such as data privacy and antitrust. There is a huge increase in private equity funds establishing new strategies and platforms for investing. There are also a number of different areas and niche practices that didn’t exist when I first started my career. As I mentioned earlier, having a broad foundation is critical—M&A in particular is broad enough that it encompasses a lot of different areas. For instance, I am in no way an expert in global antitrust in every major jurisdiction, but I draw on our global network of attorneys who can advise our client.

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

A summer law clerk at Clifford Chance has an opportunity to try all of our practice areas—including those in the transactional space and litigation. Those with a specific interest in M&A as well as other practice areas are also drawn to the cross-border aspect of our work and global appeal. Our 2L summer law clerks have the chance to work in one of our foreign offices for two weeks during the program. We maximize this opportunity by making sure that the work they are involved in during their time in the home office will connect with attorneys in the office they visit abroad. Being able to forge these connections through such an impressive global network really does set us apart from our competitors.

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

I joined Clifford Chance in 2016 as part of the firm’s continued growth in the U.S.—attracted by the quality of the firm, the global platform, and the high premium I put on culture. Everyone seemed friendly and engaging—it was clear they took their work very seriously without taking themselves too seriously. After being here for a few years, all of my impressions coming in have held true. The obvious draw of the firm is combining the strength of the U.S. practice with a leading global practice, and I consider myself incredibly lucky to have the chance to work with practitioners at the top of their professions all over the world in a broad set of areas. What may be less obvious, however, is how the culture impacts the quality of the work environment and the quality of the advice we are able to provide the client.

I sit on our hiring committee, and we all take great pride in making sure we’re attracting people who fit into the Clifford Chance culture and what we have worked so hard to build. Personally, it’s been incredibly rewarding: I get to meet so many interesting people and hear about their different paths to law school and their life experiences. The committee is composed of attorneys from all of our practice areas, so I’ve also gotten to bond with colleagues from other practice areas and problem-solve in a different way than I do in my own practice day to day.

My role also allows me an opportunity to mentor younger attorneys; I’m not that far removed so I can recall how challenging this job can be, especially early in your career—and the issues or challenges of a first-year associate are not the same as those of an attorney eight years out. Many people forget that. My best advice is to have empathy: Put yourself in someone else’s shoes, have patience, and never stop learning. I know I haven’t.

Kevin Lehpamer, Partner — Corporate

Kevin Lehpamer is a partner in Clifford Chance’s New York Corporate practice, with a focus on public and private M&A transactions. He regularly advises sellers, purchasers, and other parties in negotiated cross-border and domestic mergers, acquisitions, reorganizations, joint ventures, and investment transactions. He has represented a broad range of clients, including Blackstone, Pfizer, Barclays, Toshiba, General Electric, KKR, and JPMorgan. He has been recognized in the leading legal publication The Legal 500 and by IFLR1000 as a “Highly Regarded Lawyer.”

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 expect 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.

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