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Mergers & Acquisitions

Overview

M&A attorneys represent companies that are the acquirers or the targets in acquisitions, mergers, joint ventures, minority investments, spinoffs and other similar transactions. Some attorneys in this practice area focus on either acquirers or targets, or on deals involving either public or private companies, while others work broadly across many types of transactions. Many M&A attorneys, especially at larger firms, specialize in private equity transactions, representing private equity firms in the acquisition or disposition of “portfolio companies.” The day-to-day work of M&A attorneys involves negotiating transaction terms, drafting and revising documents, performing due diligence, and overseeing compliance with applicable laws. Often M&A transactions involve specialized attorneys (finance, tax, executive compensation, etc.), and the M&A attorneys generally serve as the quarterback, supervising or organizing these specialists. Attorneys on both sides of M&A transactions are generally working toward the same goal of getting the deal completed, so often, the practice is not adversarial. M&A is deal-based, so the work can come in waves and often take place over holidays or at the end of the year. M&A attorneys generally have more opportunities to go in-house than litigators or specialist corporate attorneys, in part because they tend to be seen as more generalists, having had a hand in every part of a transaction.

Featured Q&A's
Get an insider's view on working in Mergers & Acquisitions from real lawyers in the practice area.
Allison M. Wein, Partner
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

My practice at Cravath encompasses all aspects of mergers and acquisitions work, including private and public company deals, joint ventures, and other transactions that are a bit more bespoke. Clients call us whenever they have a question or corporate issue that presents a significant challenge or opportunity to scale their businesses, and my job is to unpack those complicated problems and find solutions in line with their business goals.

In thinking about transactional work with clients, I think of myself as an ally in the process of bringing a deal to completion. Clients come to Cravath for transformational deals because they trust the advice they receive from us. We walk our clients through risks and issues they need to be concerned about, while making sure they are thinking through, from a legal perspective, what the deal means for them as a company.

What types of clients do you represent?

I consider myself a generalist but have recently worked on a number of transformative deals in the media and entertainment space. We represented Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement. We also advised on the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair; the $3.47 billion sale of Disney’s interest in the YES Network to an investor group including the Yankees and Sinclair; Endemol Shine’s acquisition by Banijay Group; and the sale of FoxNext Games to Scopely.

Looking to other industries, I recently worked on the team advising Northrop Grumman in the pending sale of its federal IT and mission support business to Veritas Capital and its 2018 acquisition of Orbital ATK. We also represented AveXis in its acquisition by Novartis and Johnson & Johnson in its acquisition of Alios BioPharma.

What types of cases/deals do you work on?

We advise companies in their most critical issues across the full spectrum of corporate transactions, including mergers, acquisitions, divestitures, spinoffs, and joint ventures. This oftentimes requires navigating novel legal and business issues.

I view M&A work as a true partnership with my clients, where I stand side-by-side with them trying to get a deal done and working to achieve a result that creates value for their businesses. I think that level of trust is incredibly meaningful—no matter the specifics, you start from the very beginning of evaluating a potential transaction and you get to see it all the way through to completion.

How did you choose this practice area?

I fell in love with M&A work as an associate and have never really looked back. When I joined Cravath as a first-year associate, I was in a Capital Markets rotation working on a variety of equity offerings, bond offerings, and acquisition financing. My second rotation and really all the rest of my experiences as an associate were in M&A groups. As an M&A partner now, I value the trust my clients place in me and the firm to provide insight and guide them through high-value, high-impact transactions. M&A deals tend to be very meaningful and transformational for clients, and I find being able to contribute to that as their legal counsel extremely rewarding.

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

My schedule varies significantly from day to day. I work very closely with associates on my deals to draft and review documents, but a significant portion of my day is also spent on conference calls and participating in meetings. The subject of the calls and meetings I have varies widely—generally, some are focused on negotiating issues in a particular transaction, others focus more on discussing issues and potential solutions with the client, and still others focus more specifically on strategy and tactics for achieving the best outcome for the client.

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

I think it is very helpful for M&A lawyers to have broad exposure to many different types of corporate transactions, as the issues that we face in M&A transactions vary widely. In terms of law school courses, classes like Corporations and Securities Regulations are pretty foundational—but I also encourage exploring classes that get you some exposure to the business side as well. For instance, in law school, I took classes in accounting and corporate finance. It is also very helpful to follow along with the latest developments in the M&A space, both business and legal (i.e., Delaware court decisions).

What is unique about your practice area at your firm?

Cravath’s culture is distinctly collaborative, and teamwork is really a hallmark of all our matters. There is a tremendous pool of knowledge within the M&A practice, and we all rely on one another. I think this stems partly from the rotation system, where everyone is used to having to lean on one another to figure out answers and grow and develop, as well as our focus on client service. Our clients have the backing of the entire firm, not just one or two partners on a given matter.

As an example, when we were working on a transformational deal like Disney’s acquisition of Fox, I think there were so many things about Cravath in particular that made a difference for our client. For one, the team focus at the partner level: Everyone was willing to pitch in, so when we had complicated accounting or SEC questions, we had a partner who could jump on and really help guide the client through those problems. I think this collaborative nature is really distinctive, and clients often remark on the value they see from this approach.

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

The firm gives young lawyers as much responsibility as they can handle early on, and along with that comes the flexibility and the space to take ownership. Associates truly do get real, hands-on substantive experience from their first days at the firm. Tasks for junior associates vary depending on the complexity and speed of a particular deal—junior associates are often involved in the diligence aspects of an M&A transaction, which is really critical, as the diligence helps the client understand and address risks in the transaction and key commercial aspects of contracts that the target company may have. 

Junior associates also very often draft and revise the many agreements that are part of the overall transaction. And, importantly, junior associates are often tasked with helping to quarterback the transaction as a whole by managing document flow and deal process and ensuring that nothing slips between the cracks. At Cravath, we tend to have leanly staffed deals, and that enables even the most junior associates to take real ownership over their work and the transaction that is happening.

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

I think the M&A field is starting to become more specialized, especially in terms of people who choose to focus in one particular industry or area. That trend looks as though it may continue, though I would argue, based on my own training and experience, that there is still plenty of room for generalists in the mergers and acquisitions practice—the generalist background equips you to be nimble and creative in problem solving.

Another change we’re seeing more of in the transactional space is the sophisticated technology involved in dealmaking. We are seeing this impact aspects such as due diligence and the speed of transactions, which in many ways has already changed certain parts of the practice. I still believe there are many opportunities for lawyers to offer skills that technology cannot replace, specifically where creativity and customized guidance for clients is involved.

How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?

I think what keeps me focused is that I still am immensely excited about the work that I do and want to continue doing it long term. I am invested in my clients and in pursuing their best interests, I enjoy the tight-knit and collaborative culture at Cravath, and our clients trust us with their most complicated and transformational matters. That combination is one that motivates me, and I think all of us at Cravath, every day.

Allison M. Wein, Partner—Corporate

Allison (“Allie”) M. Wein is a partner in Cravath’s Corporate department, where she focuses her practice on mergers and acquisitions and general corporate matters.

Allie was named a “Rising Star” by Law360 in 2020, recognizing her as one of five outstanding mergers and acquisitions lawyers in the nation under the age of 40. In 2019, she was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. She has been recognized for her transactional work in the technology industry and the media and entertainment industry by The Legal 500 US, and for her work in mergers and acquisitions by IFLR1000.

Allie was born in Manassas, Virginia. She received a B.A., magna cum laude, from the University of Pennsylvania in 2004 and a J.D., cum laude, from Northwestern University in 2010, where she was an associate editor of the Northwestern University Law Review.

Allie joined Cravath in 2011 and was elected a partner in 2018.

Daniel Brass, Partner
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

We are typically brought in at a very early stage of a transaction and are often deeply involved in thinking through tactics to reach the endgame the client wants. The type of the potential transaction—for instance, a public deal, a private deal, or an auction—and the motivations of the various players are among the factors that make every situation different. We work with the company and other advisers to come up with the best strategy and game plan to ultimately deliver a successful transaction.

A lot of my work involves cross-border transactions, doing M&A into and out of the United States. My practice gives me the opportunity to interact with people from many nationalities and cultures, and it involves a fair amount of international travel.

What types of clients do you represent?

I primarily represent strategic clients—that is, companies engaging in mergers, sales, or other transactions as part of their corporate strategy—and less frequently represent funds and other investors engaged in M&A transactions. A lot of my clients are in the consumer retail space, including cosmetics company Natura, consumer brands company Reckitt Benckiser, chocolate and confectionary maker Ferrero, brewer Heineken, affiliated travel retailers Dufry and Hudson, and apparel and footwear company VF Corp.

What types of cases/deals do you work on?

One recent cross-border transaction was the acquisition by Natura, which is based in Brazil, of worldwide beauty company Avon. That involved aspects of Brazilian, U.S., and U.K. law. I also work on a fair number of complex carve-out transactions. These are deals in which one company buys a business unit from another company, where that business is often significantly intertwined with other businesses of the seller. For example, in recent years I have worked on a series of transactions in which Ferrero bought subsets of businesses from other companies, including its acquisition of Nestlé’s U.S. confectionary business.

How did you choose this practice area?

As with most lawyers, it was somewhat by accident. M&A was the group I joined in my first rotation at my first firm. I enjoyed the work from the start and found it even more engaging as I progressed in my career and was given greater responsibility in the transactions I worked on. I enjoy the fact that my job is a constant series of negotiations and involves as much people, advocacy, and social skills as it does technical legal skills.

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

My day can involve back-to-back conference calls; day-long, in-person negotiations; or multiple hours reviewing long draft agreements. M&A work involves a constant juggling of important, time-sensitive tasks for clients. It also involves familiarity with other aspects of law and coordination with colleagues in other practice areas at Davis Polk. For example, I might consult with colleagues in the Antitrust, Executive Compensation, and Tax practices and serve as the point person synthesizing our advice to the client in the context of the transaction.

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

First, I would say that presentation and advocacy skills are critical. A large part of the job is the negotiation, presentation, and explanation of legal points in a manner that can be fully understood by commercial teams without a legal background.

Second, I would highlight timekeeping and time-management skills. A successful M&A lawyer will often have multiple trans--
actions going on at the same time. You must constantly reassess the priority in which tasks should be completed to serve the needs of all your clients.

What do you like best about your practice area?

I like being able to see the tangible results of my work. M&A has very concrete outcomes in the form of transactions which may be high profile and attract a lot of press coverage. Not every acquisition or combination ultimately turns out to be a success, of course. But over time, you hope to see lots of good results for clients. You get to watch companies grow and reshape with your help.

What misconceptions exist about your practice area?

I always try to disabuse people of the idea that M&A is a practice area that requires an aggressive personality. You can be a great M&A lawyer without raising your voice, getting angry, or banging on the table. In fact, the opposite is usually true. The most successful M&A lawyers are often those who have a calm manner under pressure, work constructively with the opposite side to find areas of agreement and opportunities for compromise, and focus on their clients’ most important commercial issues. At Davis Polk, these are attributes that we value and deliver to clients across all our practice areas, including M&A.

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

There is no such thing as a typical task, given the nature, timeline, and complexity of an M&A transaction. We as a firm have a strong belief in giving people as much responsibility as they can handle at each point in their careers. Junior members of our M&A team can expect to be doing everything from due diligence to drafting and negotiating transaction documents, even very early in their careers.

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

The most valuable experience our summer associates gain is being a part of every aspect of an M&A team—from getting to do the underlying work, such as diligence and drafting, to witnessing firsthand our interactions with clients and negotiations with the other side.

Daniel Brass, Partner—Mergers and Acquisitions

As a partner in Davis Polk’s Mergers and Acquisitions group, Daniel Brass advises U.S., U.K., and other international corporate and private equity clients on a full range of public and private transactions. These include mergers, acquisitions, investments, joint ventures, collaborations, spinoffs, and restructurings. He has significant experience in multijurisdiction cross-border transactions. Mr. Brass’s practice also includes special-committee representations and defensive and corporate governance advice.

A native of Scotland, Mr. Brass earned an M.A. in Law from the University of Cambridge. He was an associate with Slaughter and May in London from 2006 to 2012, when he joined Davis Polk in New York. He was named a partner at Davis Polk in 2017. Law360 named Mr. Brass a “Rising Star” in M&A for 2019. He was recognized at Euromoney Legal Media Group’s 2019 Americas Rising Star Awards for his work on Shire’s $62 billion acquisition by Takeda, which was selected as a “Deal of the Year.”

Matthew Goodman, Partner
Sullivan & Cromwell LLP

Describe your practice area and what it entails.

S&C’s M&A practice is a recognized leader in the industry, with a unique diversity of experience, exceptional professional judgment, and a demonstrated history of innovation. At a high level, M&A involves helping our clients grow, expand, reorient, and streamline their businesses—and doing so in a holistic, deliberative, and thoughtful way. Our lawyers, most of whom have been at S&C for the entirety of their careers, operate as a single multidisciplinary team across the firm’s various practices and geographies. This close collaboration with clients, colleagues, and other advisers—a hallmark of S&C—gives the team great versatility and insights. We can execute any type of transaction, in any industry, economic climate, or region.

What types of clients do you represent?

Our M&A client base comprises a broad range of companies across the industry spectrum, including consumer and retail, energy, financial services, health care, and technology. At S&C, we have the privilege of advising both large and small companies on their most strategically significant and headline-grabbing matters. This range of clients and work is what drew me to S&C and what has kept me here. I have the opportunity to see a variety of cutting-edge deals, work in a broad-based practice, and learn from the best of the best. The diverse nature of our clients creates a sense of excitement with each new opportunity. I also count myself lucky in that I’ve had the opportunity to build long-standing relationships with a number of clients that started at the earliest stages of my career, including Anheuser-Busch InBev. 

What types of cases/deals do you work on?

Being an M&A lawyer requires a diverse skill set, and at S&C, our lawyers gain invaluable experience that enables them to be dynamic thinkers and make a significant impact on our clients’ most important business decisions. Our responsibility is to ensure that clients understand the legal issues in order to make appropriate decisions. Whether that’s developing a creative transaction structure, effectuating a deal as quickly as possible, working with regulators in different jurisdictions, or solving day-to-day practical problems, there is always something new and exciting to tackle. Throughout my time at S&C, I’ve had the chance to advise a variety of companies, including Anheuser-Busch InBev, GGP, C&S Wholesale Grocers, UnitedHealth Group, and Goldman Sachs. As an M&A lawyer, you also get to work closely with the C-suite and company boards, which allows you to work on a discrete task, while simultaneously seeing the bigger strategic picture.

How did you choose this practice area?

Initially, I had aspirations of being a litigator and practicing in a courtroom, but as a summer associate I had the opportunity
to work on transactional matters and in my 3L year take a clinic, where I got to participate in simulated M&A and real estate transactions. After that, I instantly shifted gears and decided that I wanted to be a transactional lawyer. My time working at Groupon prior to joining S&C was invaluable as well. The commercial experience that I gained there confirmed my interest in doing corporate work and the type of lawyer I wanted to be.

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

I start every day trying to figure out how to stay ahead of issues, balance theoretical versus practical questions, and ensure the teams I’m leading and part of have everything they need to be successful. In short, my work boils down to a combination of putting technical expertise and problem-solving skills to work and managing and mentoring.

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

Law schools have begun to spend a lot more time investing in clinics, practicums, and seminars, and taking those types of courses can be enormously helpful. I would also recommend reading the Financial Times and The Wall Street Journal—your focus should be on publications that get to the commercial and economic issues that drive a lot of clients’ most critical issues and decisions. It’s also helpful to talk to practicing lawyers—you may be surprised by how willing they are to make time to speak with students, even if the only common connection is the same law school or college. Don’t be afraid to reach out by email to lawyers you don’t know personally if you’re interested in working at their firms!

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

Initially, you can expect to spend a fair amount of time getting your feet wet, which could range from observing more-senior lawyers during meetings and on calls, doing research assignments, or performing due diligence. But at S&C, junior lawyers are exposed to very substantive work early on in their careers, and it is not uncommon for second and even first years to take on the role of a mid-level or senior associate on smaller deals. We’re able to do this because we staff our teams leanly—in part because we’re committed to offering our associates the best possible on-the-job training and also because we place a great deal of trust in the recruitment process and have a terrific record of hiring incredibly bright, ambitious lawyers.

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

S&C summer associates are encouraged to explore a variety of different practice areas and get to know the lawyers that work in those practice areas. The summer associate experience is largely dictated by individual choices and preferences. If a summer associate wants to be fully integrated into a deal team, we will completely involve them in the matter. If a summer associate is interested in developing his or her writing skills, they can draft longer form memos or assist with research projects. The goal of our summer associate program is to provide as much exposure to the different practices at the firm and to replicate the associate experience as closely as possible. We always make sure there’s a good mix of hands-on work, formal training, and informal networking opportunities. By the end of the program, summer associates generally have a clear idea of which practice group they want to join when they return to the firm.

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

Our generalist approach means that my practice is always evolving. That said, the onset of the COVID-19 pandemic has certainly played a role in how the M&A practice has evolved over the last year. In addition to traditional M&A work, I’ve spent a lot of time recently with clients, advising them on governance issues, strategies for weathering the impacts of the pandemic, distressed opportunities, and a fair amount of crisis management. Bringing to bear my experience in new and novel situations—with the help of my colleagues—is exciting and enriching, and S&C’s generalist model is set up for just that.

How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?

If you really love your work—and I do!—it doesn’t seem all that fast paced. That said, I’ve found that there are a few things that are essential to running deals efficiently and effectively. Staying organized and listening actively—especially when it comes to what your clients want to achieve and what their pain points are—are critically important. Not surprisingly, it is also critical to collaborate and understand that M&A is completely a team effort. I’ve also found that the intensity of M&A work has helped me think on my feet and problem solve both quickly and successfully.

Matthew Goodman, Partner—General Practice

Recognized by The Deal as an M&A “Rising Star” in 2020, Matthew Goodman is a member of the firm’s General Practice group and represents clients in a range of domestic and international mergers and acquisitions and private equity transactions, including mergers, joint ventures, stock purchases, and asset acquisitions in a variety of industries, including financial institutions, consumer goods, and information technology. Matthew also regularly advises on corporate governance.

Matthew regularly participates in conferences and contributes to thought leadership in the M&A and corporate governance space. Most recently, he spoke at the Rules for Growth Institute (Droit & Croissance) “Corporate Governance & Shareholder Empowerment” Symposium as well as on the “Earn-outs and Fiduciary Duties in Private Transactions” panel at PLI’s Acquiring or Selling the Privately Held Company 2019.

Matthew is also a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association; the Leadership Council of Lawyers for Children; and the Wine, Beer, and Spirits Law Committee of the NYSBA Business Law Section.

Matthew received his J.D. from the University of Michigan Law School and graduated from McGill University with a Bachelor of Arts.

Sally Wagner Partin, Partner
Sidley Austin LLP

Describe your practice area and what it entails.

I advise clients on a variety of corporate transaction and governance matters. My primary focus is on public and private M&A, and roughly 80 percent of my practice is representing large, strategic acquirers (who I also advise from a public company reporting and governance standpoint as well). Being in Silicon Valley, I also do a lot of emerging company work, and my experience in M&A is invaluable here. I see what makes companies succeed and fail during M&A exit rounds and ensure that my startup clients are positioned for success in future M&A activity.

What types of clients do you represent?

I usually represent buyers (although I do sell-side work as well) in M&A transactions. Some larger buy-side companies I have worked with include Roche, Intuit, Palo Alto Networks, Omnicell, PayPal, eBay, Cadence Design Systems, Dolby, and DaVita, among others.

What types of cases/deals do you work on?

I buy and sell public and private companies with a focus on health care and life sciences; fintech; and data security and general Bay Area “tech” deals, with a focus on software.

How did you choose this practice area?

When I was in law school, I was pretty sure I wanted to do transactional work, but I did not know what kind. Although negotiations are really high pressure and can be heated, fundamentally, a corporate practice is one that works towards getting deals done and creating value, and I always liked the practical, collaborative nature of the practice.

M&A is so dynamic I knew that I would never be bored, and I enjoy doing lots of smaller tasks at once. Even as a summer associate who did not know much about different types of corporate law, I understood that was a better fit for my personality than researching a point of law and preparing a memo for a few days, so I quickly ruled out litigation.

I also found amazing mentors in the M&A practice area—and, just like in law school, sometimes the best way to make sure you get the most out of an experience and learn a lot is to pick the teacher, not the class. This has been a critical to my success at Sidley and in BigLaw practice.

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

There are no typical days in my practice. M&A is a demanding and dynamic industry; it requires business professionals and legal practitioners to process information quickly and respond to evolving terms under demanding conditions. Keeping up with the pace of the industry requires consistent contact with clients—which is one of the best parts of the job. Much of my day is spent on the phone and on email, helping clients to respond to the challenges and the complexity inherent in the industry. But not all days are spent on the phone advising clients. I often spend the whole day discussing the terms of a transaction with my client and drafting or revising a merger agreement.

I also spend a considerable amount of time mentoring and training associates. I have had an incredible collection of mentors that have shaped my legal career and supported my election to partnership at Sidley. It is a pleasure to help associates develop in their careers at Sidley, and in a field like M&A where there are not many women partners in BigLaw, I am really committed to changing that.

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

Certain law school classes like Tax, Securities Regulation, Corporations, and Contracts lay the foundation, but practice in a law firm is really an apprenticeship, and even more so in M&A than with litigation. I already know you are not going to know how to run a deal, and I am committed to teaching you, so I would not worry about ensuring you take particular classes at law school and instead focus on developing your critical thinking and writing skills (which come automatically at law school!). I was the editor-in-chief for my journal in law school, and while I no longer use The Bluebook, I do think that attention to detail and running a large team on a tight schedule was probably the most helpful activity I did in law school as far as preparing me for my practice area.

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

Sidley clients come to us with complex and novel issues. While you are always building off your prior experience, there is always something new—clients never pick up the phone to call with the “easy” questions. That there is always a new problem and complicated question to understand and then solve in a novel way is both the most challenging and rewarding part of the practice.

What do you like best about your practice area?

I enjoy the opportunity to work with attorneys in multiple practice areas. M&A lawyers practice with more specialists from across the firm than any other practice area. Every M&A transaction requires specialists in tax, finance, litigation, real estate, intellectual property, import/export laws, and data protection/privacy and other industry-focused attorneys (e.g., fintech regulation, international regulation, health care regulation, etc.). This makes the practice even more interesting because you are always learning about new industries, meeting more lawyers in different offices, and getting exposed to cutting-edge issues.

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

As a junior associate, you prepare the first draft of ancillary agreements; you run the closing process and all closing agreements; conduct due diligence; and, most importantly, you begin to familiarize yourself with the practice of M&A. For example, you are learning the jargon, watching negotiations, and taking notes so that you will know how to lead negotiations in the future. The first year is all about growing—it is amazing to see the difference between a first-year associate and a second-year associate! You probably never grow as quickly again—it’s like drinking from a fire hose.

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

I never expected to stay at a law firm and make partner. I thought I would come for a few years, pay off my law school debt, and figure out what I wanted to do next. I have ended up really enjoying the practice of law at a firm. So I would say, don’t forget a career path in this practice area is to stay at a firm.

But for those in the M&A practice who decide they do not want to continue at a firm, especially if you also focus on corporate governance, your opportunities to go in-house are limitless. M&A associates and associates in the IP/Tech Transactions groups seem to have the easiest time of any practice area finding in-house positions. There are so many jobs either doing M&A or corporate governance at larger companies or general “first lawyer” positions at startups, you will be tired of the number of headhunters that call you. Keeping doors open is one of the great things about an M&A practice. Associates often go in-house (either at clients or companies that become clients) and climb the ranks internally. Some associates also leave the practice of law to go in-house on the business side, and having the business exposure of an M&A practice enables this transition.

Sally Wagner Partin, Partner

Sally Wagner Partin is a partner in Sidley’s office in San Francisco where she represents companies in a broad range of M&A transactions involving public and private entities, strategic alliances, securities offerings, and corporate governance, with a particular focus on life sciences/health care, financial services, and technology companies. Sally regularly represents companies in their cross-border M&A transactions. She is experienced at advising public companies on corporate governance and best practices, disclosure, and other SEC compliance issues, as well as ISS/proxy advisory firm matters, shareholder engagement, and activism. She also provides strategic counseling to companies, ranging from newly formed startup teams to mature late-stage private companies, on matters spanning the entire corporate life cycle, including pre-incorporation planning, general corporate representation and counseling, and venture capital financings. Sally was selected by The Recorder as one of the Next Generation Women Leaders in Tech Law. The Deal named Sally a “Rising Star” and profiled her in its Movers and Shakers series in 2020.

Jenna E. Levine, Partner
Wachtell, Lipton, Rosen & Katz

Describe your practice area and what it entails.

My practice involves representing public and private companies in a variety of transactions, including mergers and acquisitions, divestitures and carve-out transactions, spinoffs, and corporate governance matters. At any given time, I am usually involved in a mix of different types of matters in a variety of industries. Much of my work is transaction based, but an equally important part of my practice is working closely with clients on an ongoing basis to advise on shareholder relations, strategic considerations, and other important questions that arise as they operate their businesses. 

What types of clients do you represent?

I represent public and private companies in a wide range of industries (including energy, technology, financial services, health care, retail and consumer products, and industrial services, among others). 

What types of cases/deals do you work on?

I work on mergers and acquisitions, spinoffs, carve-outs and other divestitures, formation of joint ventures, proxy contests and other corporate governance matters, and securities transactions. The mix of matters I’m working on at a given time is quite variable—at the moment, my active matters include multiple public company clients either spinning off or divesting certain of their respective lines of business, a proposed take-private transaction of a public company by a controlling shareholder, the defense of a public company against a hostile takeover proposal and proxy contest, the acquisition of a private company by a public company, and a capital management transaction for a private company.  

How did you choose this practice area?

I was relatively sure that I wanted to pursue corporate law when I started law school because I enjoy negotiating, working with a team, and problem solving. I spent my 2L summer at Wachtell Lipton, working on corporate matters but also doing a rotation in the litigation department to make sure I was exploring my options. I enjoyed that experience, but overall, my summer confirmed my expectations that corporate law was the best fit for me. I particularly liked that the corporate practice at Wachtell was so broad, and I wouldn’t have to choose a narrow area to focus on before I’d had the chance to try things out. The variety in my practice is one of the things that keeps it interesting, and I always feel like I get to challenge myself with new skills and questions.

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

I don’t really have a typical day or week, which is one of the reasons I enjoy my work as much as I do. The way I spend my time varies depending on what stage my matters are in, but one constant is that I spend much of my day on the phone, either working with clients to learn about their objectives and challenges and strategizing ways to address them or negotiating with counsel for a transaction’s counterparty. I also do a lot of drafting transaction documents and working with other attorneys on our team to evaluate strategic options, corporate law or securities law questions, or structuring considerations with respect to corporate matters in various stages of development.

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

Attorneys who succeed in the Corporate practice have a wide variety of backgrounds and skills before they join the firm. Personally, I think it is always helpful to have some work experience before law school if possible—it helps to ease the transition to working at a firm and lets you focus more on the substance of your work. It is also helpful to have taken one or more corporate law classes, even though you’ll do most of your learning on the job. Strong writing skills, people skills, and public-speaking skills are also important.

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

The most interesting matters I work on are also often the most challenging—clients come to us with matters where there often isn’t a clear path forward or where, for whatever reason, the standard way of doing things won’t work. This requires a lot of creativity and a firm understanding of the rules we’re operating within so we can devise a solution that works and that meets the client’s needs. 

What do you like best about your practice area?

Getting to build relationships with my clients and work collaboratively with them to achieve their most important goals and address their biggest challenges is very fulfilling. Our clients trust us with complex challenges every day, and I take that responsibility very seriously. It is rewarding to get to see the results of my work, and the nature of the situations I encounter in my practice means that I never get bored. 

What misconceptions exist about your practice area?

I think some people believe that negotiations and M&A involve a lot of screaming and confrontation, and that is really rarely the case (although it happens sometimes). I think people would be surprised at how respectful and collegial most people can be while still forcefully advocating for their clients’ interests. 

What is unique about your practice area at your firm?

The corporate practice at Wachtell Lipton is structured differently in a number of ways—we have a low partner-to-associate ratio and take a lot of pride in making sure that even our most junior lawyers develop a broad-based skill set and get real client exposure. My practice has looked very different at different times since I joined the firm—I started here during the financial crisis and initially spent a lot of my time working on transactions to help clients manage their liabilities and weather the difficult economy. During other periods, I’ve found myself focusing on proxy contests, spinoffs, or public M&A because those are the types of transactions my clients were pursuing or the challenges that they were facing in those periods.

Jenna E. Levine, Partner—Corporate

Jenna E. Levine is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate department. She focuses on mergers and acquisitions, corporate governance, and capital markets transactions. Jenna received a B.A. from Dartmouth College in 2001. She completed a J.D. in 2008 at Columbia Law School, where she was a Harlan Fiske Stone Scholar, received the Paul R. Hays Prize in Civil Procedure, and served as online editor of the Columbia Law Review.

 

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