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Overview

Attorneys working in private equity generally focus on one of two areas: M&A or investment management, though some do both. Private Equity M&A attorneys represent investment funds in acquiring and disposing of “portfolio” companies or minority ownership interests in such companies. Investment management attorneys assist in the formation of private investment funds and advise funds on complying with applicable regulations. The day-to-day work of funds attorneys includes preparing offering materials, negotiating with prospective investors, preparing partnership and LLC agreements, advising on and documenting management and compensation arrangements, and closing fund formation transactions.

Featured Q&A's
Get an insider's view on working in Private Equity from real lawyers in the practice area.
Elizabeth Lenas, Partner
Cleary Gottlieb Steen & Hamilton LLP

Describe your practice area and what it entails.

My practice involves advising clients in every aspect of asset management, protecting and advancing their business interests in a broad range of industries and in every region of the world. I collaborate with my colleagues from a wide array of practice areas to assist clients in every phase of a fund’s life cycle: working on formation, making investments, implementing strategic initiatives, and exiting investments.

What types of clients do you represent?

I represent mainly private investment firms in a variety of matters, including fund formation and other investment management activities. I also have counseled firms in relation to the raising or investing in funds, spinoffs, joint ventures, shareholding agreements, managed accounts, and other transactions. My clients include large private equity firms, such as TPG and KKR; credit funds, such as TSSP; and growth and VC firms, like Raine. I also work with the investment offices of Bill & Melinda Gates in their fund and related investments.

What types of cases/deals do you work on?

I work with investment firms on the formation of a variety of funds across a wide range of business sectors. And although the work can be challenging, it can also be very rewarding. For example, my work for Hillhouse Capital included leading them in the formation of Hillhouse Fund IV LP, the largest Asia-focused private equity fund ever, which closed at $10.6 billion. What was unique and challenging about the fund was its speed in fundraising—there was an overwhelming appetite in the investor community to get into the fund. We actually had to turn some investors away. It put great demands on how we managed the project. Later on in 2019, however, we were thrilled to learn that Law360 honored us with an Asset Management Practice Group of the Year award for our work on this and a host of other high-profile funds.

How did you choose this practice area?

As a junior associate at Cleary, you are encouraged to try different practice areas, so I did a number of corporate assignments my first year. When I received my first investment funds project, I knew I wanted to be a funds lawyer. I loved my team at Cleary, and I loved my client, a major investment firm that is still my biggest client to this day. Investment funds was a small practice at Cleary back then. We had one partner who was trying to build the practice and two senior associates who focused on M&A but did funds work when needed. I became the first associate to do funds work on a full-time basis, and then I began to recruit juniors into the practice, develop relationships with new clients, and help build our practice, which today has five partners and more than 50 associates worldwide. I feel we formed a little startup within a large Wall Street law firm!

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

One thing I love about my practice is that no two days are exactly the same. As a main point of contact for my clients, I have learned to be flexible in my agenda so I can respond to any incoming questions or requests. Many of my clients are based around the world, which means I frequently travel for meetings. Between that and my other responsibilities as the firm’s hiring chair, I am always on the go—meeting with clients; answering calls and emails; or attending recruiting panels, events, and interviews. I never get bored and am always learning something new!

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

Much of your training as a private equity lawyer will be on the job once you begin. However, if you suspect you may have an interest in private funds work, I would advise taking finance, accounting, and investment classes during your law school career. While not a prerequisite, having a basic business background can be helpful for understanding our clients’ goals and the general investment market.

What misconceptions exist about your practice area?

One misconception is the idea that there aren’t many ways to make a positive ethical impact through corporate law work. I have found nothing to be further from the truth. I have been lucky enough to work with several clients on social impact funds, most notably leading the development of TPG’s The Rise Fund, which is the largest social impact fund raised to date. The Rise Fund aims to upend the long-held tenet that financial success is antithetical to a social mission. This is an area where Cleary has excelled and developed a “niche” practice, as we have advised on social impact fund formations for Breakthrough Energy Ventures, KKR, Sponsors for Educational Opportunity, NatureVest, Concrete Rose, and the Grameen Foundation, among others. This is an area where I have really found a unique opportunity to help our clients do well while also doing good.

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

Cleary has done groundbreaking and innovative work for our clients, most notably in the realm of social impact funds. I believe that this is the future of private equity work—in today’s world, our clients not only want to be successful in their investments, but are increasingly being held accountable by their stakeholders and the general public for the impact their investments have on the world. Our highly successful work on social impact funds (such as TPG’s The Rise Fund and our work with Bill Gates on Breakthrough Energy Ventures) has shown that smart investing can have both financial and social benefits.

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

One of the best things about our summer program is that we give summer associates a taste of what first-year-associate work is really like. Our Funds group allows summer associates the opportunity to work directly with lawyers across all levels, including partners. At the same time, our culture of cross-group collaboration means that even if you are staffed on a funds matter, you will be working with attorneys across a variety of practice groups, as most of our matters involve some form of tax, employment, real estate, leveraged finance, or M&A elements.

How important is it to understand your client’s business, and how can junior attorneys gain this insight?

As a funds attorney, as in any practice, it is extremely important to understand your client’s business. However, this does not mean you need to have a finance or investment background prior to law school. My advice for junior associates is to be realistic about what you don’t know, and never be afraid to ask questions to fill in those gaps. At Cleary, we are fortunate enough to have a wealth of resources, including practice development lawyers and attorneys at all levels who are always available and willing to help answer questions both large and small.

Elizabeth Lenas, Partner—Private Funds

Elizabeth (“Liza”) Lenas is a partner based in Cleary Gottlieb’s New York office. Her practice focuses on forming and advising private investment funds.

Liza’s work includes private equity funds, growth funds, credit funds, venture capital funds, co-investment funds and other alternative asset investment vehicles, on fund formation, social impact funds, co-investments, spinoffs, joint ventures, shareholding arrangements, managed accounts, and other transactions.

She regularly counsels private investment firms, including TPG, TSSP, KKR, The Raine Group, Hillhouse Capital, and BMGI, in their fund formation and management activities. In addition, she has acted as counsel on consortium and co-invest arrangements in numerous large acquisitions. Liza’s practice also includes representing certain limited partners in connection with their investments in funds.

Liza has been recognized by Chambers Global, Chambers USA, The Legal 500 U.S., IFLR1000, and Who’s Who Legal. In 2017, she won the Americas Women in Business Law Award for “Best in Investment Funds” by Euromoney Legal Media Group.

Liza became a partner in 2013.

She received her J.D. from Columbia Law School and her B.A. from New York University.

Shubi Arora, Partner • Josh Peary, Associate
Kirkland & Ellis LLP

Describe your practice area and what it entails.

Shubi: I’m a partner in Kirkland’s Private Equity practice and focus on energy and infrastructure transactions. Kirkland serves more than 500 private equity clients around the globe, and the practice generates the largest deal flow of any law firm. It’s exciting to work at a place that has such a tremendous pulse on the market. 

Josh: Debt finance in the private equity space primarily involves negotiating loan documentation to provide private equity sponsors with debt financing to fund acquisitions. Once a target has been acquired, debt finance attorneys continue to work with the company and its lender(s) to facilitate any changes to the company’s business operations impacting existing indebtedness and any subsequent transactions that require additional debt financing—for example, the acquisition of another company with complementary business operations.

What types of clients do you represent?

Shubi: I work primarily with private equity sponsors and their portfolio companies and also represent sovereign wealth and hedge funds in connection with their investments in the energy and infrastructure space. Representative clients include Blackstone, Bluescape Energy Partners, Centerbridge Partners, Fortress Investment Group, IOG Capital, and Vortus Investment Advisors.

Josh: I represent private equity sponsors. Leading up to the closing of an acquisition, I mainly interact with my counterparts at the private equity firm. Following an acquisition, I typically have increased interactions with the chief financial officer and other executives who run the day-to-day operations of the acquired company.

What types of cases/deals do you work on?

Shubi: My practice focuses on mergers, acquisitions, divestitures, and joint ventures. However, I have close relationships with key principals at several clients and stay closely involved through the full life cycle of a fund, from formation and fundraising through dispositions and exits.

Josh: I work on domestic and cross-border acquisition financings across a variety of business sectors. Recently, a significant portion of my work has been in the health care/practice management space, with a mix of additional transactions in the technology, mining, and consumer products industries.

How did you choose this practice area?

Shubi: As a junior associate, I made an effort to work on a variety of deals with different partners and really enjoyed working with clients in the private equity space. Many of my close personal friends ended up working in private equity, and I made new friends with junior principals at various funds while working in the trenches on transactions. All of that helped me forge close relationships with clients and learn more about their businesses.

Josh: I was initially drawn to debt finance by the people. My partner mentor when I was a summer associate was in the Debt Finance group, so I worked on a number of transactions with him and his team during the summer and then into my first year. I was staffed on a few mergers and acquisitions teams during my first year as well, which I found to be helpful. I gained a basic understanding of how those teams operate and the role that they play in the transaction as a whole, but ultimately found that I preferred the day-to-day and long-term prospects on the debt finance side.

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

Shubi: Private equity is a very dynamic industry, and it’s rare that two days are ever the same, which is why I find this practice very appealing. We have to stay on our toes and work closely with our clients every day so that our practice evolves in sync with the market and client needs. This does not go unnoticed, and our client relationships tend to be very sticky.

Josh: My schedule during the day is typically filled with internal meetings with my deal teams and calls with clients and opposing counsel. I fill in the gaps with drafting and reviewing transaction documents, including credit agreements, and working with junior associates to prepare closing deliverables. It is often easier to make progress on larger drafting projects later in the day when email traffic slows a bit.

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

Shubi: Our incoming associates come from a broad range of backgrounds, and I’ve always encouraged people to take classes in law school that truly interest them. Ultimately what differentiates a successful associate from others is the willingness to work hard and be diligent, a commercial approach toward problem solving, and the ability to think outside the box. That said, a basic understanding of business and accounting will definitely help those interested in private equity.

Josh: As a law student, taking a corporations/business organizations class is important. Secured transactions and bankruptcy can be helpful as well. I would also recommend seeking out transactional skills classes and clinic opportunities relating to corporate law. That said, as with most corporate practice areas, the vast majority of the training is on the job and very specific to particular clients, firms, and deal teams. Ultimately, the most important attributes to cultivate are a strong work ethic, attention to detail, and a positive attitude.

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

Shubi: Kirkland has a very deep, experienced bench, and given the breadth of our practice, we know the market extremely well. Our clients tend to be very sophisticated and call us to tackle complex problems on tight timelines. Rising to this challenge and being able to deliver what our clients require is what ultimately makes this practice very fulfilling and rewarding. I wouldn’t trade it for anything else.

What do you like best about your practice area?

Shubi: The teamwork, both within Kirkland and with our clients. As an example, a client called with a very complex transaction the very day I started at Kirkland, and within 30 minutes of that call, we had a deal team ready to speak with the client. That’s very much the Kirkland way, and people are always willing to help and understand that a rising tide lifts all boats. This has been one of the keys to the firm’s success. We are also fortunate to share this same team spirit and camaraderie with our clients. Clients are very appreciative of our help and take every opportunity to return the favor. A lot of business comes our way through client introductions and referrals. 

Josh: My favorite aspect of debt finance transactions is the complexity of the documentation. Each new deal is an opportunity to learn more about particular facets of credit agreements and how to best adapt them to fit the applicable industry and business operations of the company that my client is acquiring.

What is unique about this practice area at your firm?

Shubi: Kirkland invests an extraordinary amount of resources when it comes to knowledge management and client relationship-building. The firm is keenly aware that junior lawyers are more efficient and operate at a higher level when they have access to Kirkland’s cutting-edge continuing legal education and curated resources, such as deal surveys and precedent documents. Partners and senior associates are very intentional about fully equipping and rewarding associates who take full ownership of their work. Lawyers at all levels are also encouraged to interact with and build lasting relationships with clients.

How important is it to understand your client’s business, and how can junior attorneys gain this insight?

Josh: Understanding our clients’ businesses is critical. Learning the basics of private equity begins early on through experience and observation, as well as asking questions of more senior attorneys on the team. Keeping up with industry publications and setting up news alerts can be helpful as well. In the private equity space, it is also important to understand the business of the companies that our clients are acquiring. Reviewing term sheets and background materials/memoranda is a great way to get a sense for how a target operates and how that will flow through the loan documents.

Shubi Arora, Partner—Private Equity, and Josh Peary, Associate—Debt Finance

Shubi Arora is a partner in Kirkland’s Houston and Dallas offices. His practice focuses on private equity investments and M&A transactions, with a particular focus on the energy sector. He has served in critical roles for private equity sponsors, their portfolio companies, and other public and private energy companies. He also often advises hedge funds in connection with their investments in the energy space. In addition to his law firm experience, Shubi has spent time in-house in Abu Dhabi, United Arab Emirates, advising a sovereign wealth fund on structuring, executing, and managing various investments and joint ventures. Shubi received his B.A. in Economics and Chemistry from Vanderbilt University and his J.D. from Vanderbilt Law School.

Josh Peary is a corporate associate in Kirkland’s Boston office. Josh advises private equity sponsors, their portfolio companies, and other corporate borrowers on a range of complex domestic and cross-border financing transactions, including leveraged buyouts and working capital credit facilities across a variety of business sectors like technology, health care, and consumer products. Josh earned his B.S. in Business Administration (Accounting & Finance) from Georgetown University and his J.D. from Cornell Law School.

Marni Lerner, Partner • Maya Reeves, Associate
Simpson Thacher & Bartlett LLP

Describe your practice area and what it entails.

Marni: I work on mergers and acquisitions for private equity clients, which are firms that raise funds from private investors and then invest that money in buying and selling businesses. I help clients buy companies and then sometimes sell those same companies. The companies that my clients buy may be publicly owned or privately owned.

Maya: My practice area is Private Funds; I set up vehicles through which investors pool their money to make investments. The firms that sponsor the funds dictate the terms, including how long the fund will last and the types of investments it will make. One of my primary responsibilities is to help draft and negotiate the documentation that will govern the funds throughout their lifetimes.

What types of clients do you represent?

Marni: For the past 30 years, I have worked closely with KKR, a leading global investment firm that has completed some of the largest private equity transactions in history. I’ve enjoyed helping them achieve their business objectives through dozens of transactions across a broad range of industries, from technology to retail to health care.

I also represent corporate clients in strategic M&A transactions. At Simpson Thacher, private equity is not a stand-alone department, and M&A lawyers who advise on private equity deals also regularly work on non-PE M&A matters, which keeps our practice interesting.

Maya: The firm represents sponsors of all sizes and business focuses, including large private equity firms like Blackstone, Carlyle, and KKR. I work primarily with middle-market sponsors, including Patria, one of the largest fund sponsors in Latin America, and Grosvenor, one of the world’s largest independent alternative asset management firms.

What types of cases/deals do you work on?

Marni: I’ve advised KKR on many acquisitions, investments, and divestitures, including: Envision Healthcare, BMC Software, RBmedia, Nature’s Bounty, WebMD, Del Monte Foods, Dollar General, Borden, and Duracell. I also recently guided KKR in its significant investment in Epic Games, the creator of Fortnite. In addition, I recently represented AEA Investors in its acquisition of Jack’s Family Restaurants and advised Palladium Equity Partners in their investment in Del Real, a refrigerated foods company.

On the non-PE side, I recently represented Gardner Denver in its proposed merger with Ingersoll-Rand’s industrials business and counseled Internet Brands in the sale of its Autodata Solutions Group.

Maya: Recently, I helped Patria establish the largest private equity fund ever raised in Latin America. I’ve helped establish funds focused on private equity in Asia, aggregates in the United States, and infrastructure and tech in Latin America. In addition, I’ve helped clients raise co-investment funds (funds that invest in a single deal alongside a larger fund) and funds of funds (funds that invest in other funds).

How did you choose this practice area?

Marni: I found M&A to be the most compelling practice area because of the diverse and interdisciplinary nature of the work and the fast pace of transactions. The range of deals in M&A is very broad, so I can be working on a leveraged buy-out, an investment in a private company, a joint venture, and a sale of a public company all at the same time. One of the reasons I was drawn to PE M&A is that it offers lawyers the opportunity to build long-term relationships with our clients, whose very mission is to buy and sell companies. Because of this, we are able to develop a real partnership.

Maya: I chose this practice area almost entirely by accident! Simpson Thacher has a rotation system, enabling junior corporate associates to experience different practice areas before deciding. I rotated into Funds because I simply didn’t know which group to try next. Fortunately, it was a home run! Beyond enjoying the lawyers in the group and our clients, I appreciate the level of responsibility and client contact this area offers. I also find the complexity of the documents interesting and challenging.

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

Marni: There is no such thing as a typical day, which is one of the things I like best. I spend a lot of time advising clients and regularly confer with my partners in different practice areas, from tax to capital markets to employee benefits, concerning issues that arise. I negotiate and revise the transaction agreements and interact with opposing counsel as I quarterback the multiple workstreams required to sign and close a deal. My clients often bounce ideas off me to see if a proposed transaction can legally work; it’s exciting to be part of the brainstorming process and to be thoughtful and creative to help determine which transactions make sense from a legal standpoint.

Maya: A typical day for me involves working very closely with our clients, who come to us with questions throughout the life of the fund; I routinely analyze and reference the governing documentation as I provide counsel. My client relationships include not only the client’s legal department, but also the business, operational, and compliance teams. These relationships provide insight into how our clients’ businesses operate, which enables me to give advice that is responsive to their business objectives.

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

Marni: Most of the training is on the job, so there is really no one class that is required to be a good PE M&A lawyer. Classes that might be helpful include securities regulation and corporations. Skills that are important to develop include issue-spotting and problem-solving. Clients want lawyers who are creative, can find solutions, and apply good judgment.

Maya: I received most of my training right here at the firm. We have a number of resources designed to help associates learn the substance of their practice areas, but nothing beats working closely with senior lawyers who share their knowledge and expertise. In terms of courses, I took a drafting class in law school that helped me better understand the structure of contracts. On a practical level, it is important to develop excellent organizational skills, strong attention to detail, and a good grasp of your firm’s technology.

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

Marni: I am constantly being pushed out of my comfort zone and encouraged to think creatively. Unique issues arise on every transaction, and clients look to me to find solutions. Most times, working collaboratively with others at the firm, we are able to figure out something that works. We often work under intense time pressure; sometimes the competitive advantage in a deal may be that my client can get it done faster, which means that we need to work very quickly and be incredibly coordinated.

Maya: No matter what area of law you pursue, you will have to juggle significant competing demands. Sometimes, my job involves balancing a large number of small tasks in addition to satisfying bigger responsibilities—such as drafting governing documents. This can be challenging, particularly when working on multiple transactions simultaneously.

What do you like best about your practice area?

Marni: I love the fact that my work gives me the opportunity to acquire knowledge in so many areas. Sometimes, I learn about different industries because of the target company’s business. Other times, I learn a new concept in another practice area—be it tax, antitrust, employee benefits, or IP. I really enjoy digging deeper into different practice areas without necessarily specializing in them.

Maya: I enjoy my relationships with our clients; we really function as a team. And I love my role at the firm. Clients expect me to develop a deep understanding of their businesses and to give advice that is responsive to those objectives, both in the near and long term. For me, it’s like a puzzle!

What is unique about your practice area at your firm?

Marni: Simpson Thacher is a leader in private equity. We have a top-ranked global practice and work with many of the biggest buyout firms in the business. The firm has depth and expertise in the many practice areas that private equity clients require, including specialized knowledge in financing and tax structuring, as well as employee benefits and management-equity arrangements. Given our top-tier expertise across the board in each of these areas, we are uniquely positioned to remain a dominant player in this space.

Maya: We are fortunate to have tremendous diversity in clients and in the types of funds we help to raise. And given our strength across practice areas, clients view us as “one-stop shopping.” As a result, funds lawyers have the opportunity to confer regularly with colleagues in other departments.

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

Marni: Junior lawyers spend significant time performing due diligence, one of the most important jobs on a deal. There have been situations where a young lawyer has uncovered something in due diligence that has caused a client to walk away from a deal, or to restructure the deal in its entirety. There are also many ancillary documents that junior lawyers help draft. In addition, getting a deal to closing requires a lot of work, and the junior lawyers are very involved in making sure that everyone is completing the various tasks required to close a transaction and meeting the deadlines.

Maya: Typical junior associate tasks in the Funds group include reviewing subscription documents and managing the investor clearance process so that the investor can be admitted to the fund. Junior associates will work closely with investors, the clients, and their service providers to ensure that investors’ documentation passes anti-money-laundering and know-
your-client checks, as well as draft ancillary documents and keep the team organized. Junior associates are really on the front line!

Marni J. Lerner, Partner, and Maya Reeves, Associate—Corporate

Marni Lerner is Head of Simpson Thacher’s Private Equity Mergers and Acquisitions practice, a four-continent team uniformly recognized as one of the world’s premier private equity practices. Leading deals with an aggregate value that exceeds $75 billion and include some of the largest private equity transactions of the day, Marni has had an unparalleled impact in the field. She enjoys a close and highly collaborative relationship with private equity powerhouse KKR, advising KKR on numerous blockbuster deals, including its acquisitions of Envision Healthcare, BMC Software, WebMD, Del Monte Foods, and Borden. The recipient of many awards, Marni is a two-time Law360 MVP in Private Equity. She graduated from Amherst College, summa cum laude, and earned her J.D., cum laude, from Harvard Law School.

Maya Reeves is an associate in the Private Funds group, where she concentrates on the formation and operation of private equity funds, including buyout funds, infrastructure funds, and co-investment funds, as well as funds of one and other similar custom arrangements, with a particular focus on middle-market funds. Fluent in Spanish, Maya received her J.D. in 2016 from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and her B.A., with distinction, from the University of Michigan.

Erica Jaffe, Corporate Partner
Fried, Frank, Harris, Shriver & Jacobson LLP

Describe your practice area and what it entails.

I think of what I do in four different areas. The first is representing private equity sponsors who are looking to buy or sell a company or majority interest therein. The second area is what we call “stakes deals,” where we represent our clients who are making minority investments in the general partner or investment managers of private equity or hedge funds. The third area is public M&A work, and then the fourth is corporate-governance-type work, which involves providing everyday advice. In this context, we are often supporting the in-house legal department or providing counsel when a company does not have an in-house legal team.

What types of clients do you represent?

Our firm works with numerous private equity sponsors and corporate clients. I work a lot with AEA Investors LP and Goldman Sachs in various areas.

What types of cases/deals do you work on?

Within the last year, we represented one of our private equity clients who was looking to buy a company in the health care business through an auction process. Our client was the winning bidder, which was great, but they needed co-investors in order to fund the deal. This deal was really interesting, as we were working with the seller to close the purchase and sale transaction and also negotiating with our client’s co-investors on terms of go-forward shareholder arrangements.

Fried Frank recently represented Goldman Sachs Infrastructure Partners when they entered into an agreement to sell their majority stake in a Mexican toll-road operator. The deal involved in-person meetings in our offices in New York, with the buyers flying in from around the world, along with our Mexican co-counsel and representatives from Goldman Sachs.

How did you choose this practice area?

When I first started practicing, I knew that I wanted to be a corporate lawyer. In my first year practicing at Fried Frank, I had an opportunity to work on deals in the other corporate practices outside of my current practice. While I really enjoyed the assignments and working with the teams in various practice areas, the M&A deal structure made the most sense to me, and I appreciated how people worked together to negotiate a transaction that was a win-win for both sides.

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

Our main job is reviewing the governing agreements around a transaction. A lot of our time is spent on conference calls, where two parties to a transaction are talking about a principal transaction agreement—like a merger agreement—and are negotiating certain rights and obligations within that agreement. We also review those documents and prepare issues lists for discussion with our client and opposing counsel.

In addition, we spend a fair amount of time doing due diligence, which just means that if you’re representing either the buyer or the seller, you want to learn as much as you can about that company so that you’re prepared on either side on how to deal with an issue. As a junior partner, my role is more supervisory, and I spend time reviewing summaries and discussing any issues with our deal team.

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

Law school is great preparation for a legal career. While in law school, you learn and have an opportunity to develop many skills, but then, through experience, you translate that skill set into your practice area. However, I found that it was helpful to take classes that were focused on corporate subject matters, such as a mergers and acquisitions seminar and a securities law class. Even if the law changes over time or the way people think about a transaction may change, it’s beneficial to familiarize yourself with the various corporate terms and phrases as you start to understand how that all works. There are often also skill-developing opportunities through classes or externships that provide exposure to skills such as negotiating and speaking. Even if you never go to court as a transactional lawyer, you still need to be able to speak to 15 people and explain your point.

I also subscribe to a number of news services to see what deals are happening in the market. The Wall Street Journal is a good publication for law students interested in corporate law to review, and for practicing lawyers, there are other services that are really more focused toward transactional lawyers. This way, you are following what’s happening generally, and if your clients bring something up, you’ve seen it before.

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

In my experience, the most challenging aspect of the M&A process is being able to adapt and figure out a solution to a unique problem. This comes up in all kinds of transactions, particularly in what’s called a carve-out transaction, where the client is only buying a part of a business or selling part of a business—there are a lot of unique aspects to those deals. Our practice, in general, is challenging, and you need to work as a team to try to figure out a solution, which is really rewarding.

What is unique about your practice area at your firm?

What is somewhat unique is that we do not have separate public and private M&A groups. We have lawyers who are skilled in working with public companies that are listed on stock exchanges and also private clients. In many ways, while these deals are similar, there are some differences, and many of my colleagues have broad experience with various issues. We have a collaborative practice area, and if an issue comes up on our deal, even if I were the only person working on a deal, there are many other people I could reach out to in order to understand somebody else’s view on the best way to handle a particular issue.

What are some typical tasks that junior lawyers perform in this practice area?

Junior lawyers spend a fair amount of time on due diligence, which involves learning as much as possible about a target company, whether you are representing the buyer or the seller. Junior lawyers also prepare drafts of ancillary documents and certificates. Junior lawyers have an opportunity to prepare various papers as soon as in their first year out of school, which translates into client contact with support from the more senior lawyers on a deal team. Junior lawyers also help keep our team organized, which is important on a complicated transaction.

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

I’ve seen people take different paths. There are lawyers who continue to practice as outside counsel, as I have so far. There are others who “go in-house” to practice, either in a broader role as more of a “general counsel” or for an investment bank, where the lawyer’s role may be more similar to their practice as outside counsel. We often have contact with in-house lawyers, so there are times when our colleagues become our clients. Others do not practice law but have found that skills that were developed in law school and while practicing translate into other careers, including investment banking and marketing.

Erica Jaffe, Corporate Partner

Erica Jaffe is a corporate partner in the Mergers and Acquisitions and Private Equity practice in Fried Frank’s New York office. She joined the firm in 2010 and became a partner in 2019.

Ms. Jaffe focuses her practice on mergers and acquisitions and private equity transactions, having re-presented public and private companies, financial sponsors, and investment banking firms in stock and asset acquisitions, carve-out transactions, joint ventures, divestitures, and investments in hedge fund and private equity fund managers. She also advises clients on corporate governance issues and general corporate matters.

Minh-Chau Le, Partner
Ropes & Gray LLP

Describe your practice area and what it entails.

I am a partner in our private equity transactions group, where I represent private equity firms and public and private companies in mergers and acquisitions, leveraged buyouts, and other investments. Our practice group advises large and middle-market clients in multiple industries on every aspect of these transactions. This includes structuring transactions, conducting due diligence on target companies, assisting target companies in sell-side transactions, and negotiating and documenting transactions. We provide advice to help our clients assess the overall value of the deal to them—including the risks and potential tradeoffs. We engage with opposing counsel to secure the deal on the terms our clients desire, and respond quickly to meet business demands.

What types of clients do you represent?

I represent leading private equity sponsors, including Altamont Capital Partners, Audax Group, Bain Capital, Genstar Capital, and TPG Capital.

What types of cases/deals do you work on?

I advise our clients on a huge range of M&A transactions, including buy-side and sell-side deals, new platforms and strategic add-ons, spinoffs, club deals, special situations, and domestic and international deals. An interesting deal from 2018 was Bain’s acquisition of Toshiba’s memory chip division, the largest leveraged buyout and private equity deal ever in Asia. I negotiated with a consortium of leading technology companies involved in the transaction. Additionally, I represent clients in other transactions like minority investments, PIPEs, and recapitalizations, as well as in general corporate governance matters.

How did you choose this practice area?

Right after college, I was an investment banking analyst for two years, where I learned to love deals (but not the investment banker’s role). When I started at Ropes & Gray, I intentionally did a wide variety of deal work in areas such as tax, debt, benefits, securities, and private equity transactions. Though I really liked almost all of the aspects of deals I saw, partners with whom I worked consistently told me that my personality was best suited to private equity transactions, and I found myself drawn to the group.

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

A typical day is hard to describe because it all depends on so many factors, none more important than where you are in the life of a deal. Generally, a junior attorney will only be staffed on one very busy deal at a time. Your day will involve calls, meetings, and emails with the private equity transactions team and the wider team; substantive work such as performing diligence on the target, drafting ancillary documents, reviewing schedules, and researching specific issues; and process-driven work, including maintaining a signing or closing checklist, coordinating state filings, and managing the attorneys on your team. As you near signing or closing, you’ll be working more hours. When you’re between deals, you’ll have a much lighter schedule.

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

You’ll learn a lot on the job because deals are naturally something best taught live. The most helpful law school classes to me were securities, tax, and some version of “accounting for lawyers.” From a practical standpoint, any job or role that helps you develop people skills and client-service skills is an asset. Lawyers are service providers, and in private equity transactions, a large part of our role is client facing. Learning to anticipate clients’ needs, to deliver great service under pressure, to work with difficult people and circumstances, and to stay graceful no matter what happens are all very important skills to develop.

What do you like best about your practice area?

I love the relationships we build, both internally and externally. Ropes & Gray is brimming with brilliant lawyers, and I get to work with a different roster on every deal, depending on what a client’s needs are. I’m constantly impressed by my colleagues’ skills and sophisticated understanding of the law, as well as by their generosity with their time and knowledge. I also really enjoy working with our clients. The nature of my practice means that I get to work with them repeatedly on multiple transactions, and I enjoy building our relationship, learning what matters most to them on deals, gaining their trust, and watching them succeed.

What misconceptions exist about your practice area?

Though there are two sides to a deal, one buying and one selling, transactions are not adversarial, zero-sum games. Deal lawyers do their best work when they can create value for all sides with creative structures or documents; thoughtful tax planning; and deliberate use of third-party vendors, products, and services.

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

Summer associates at Ropes & Gray have the opportunity to join deal teams and get firsthand experience of what it’s like to be a deal lawyer and to understand how a team works with clients. They’ll see how associates and partners collaborate on a transaction, as well as how all deal participants work together to make a transaction happen.

How important is it to understand your client’s business, and how can junior attorneys gain this insight?

It’s very important to understand our clients’ businesses. Learning about our clients’ businesses helps us identify the issues that will probably matter to our clients and to do diligence, structure transactions, or draft documents most efficiently. Junior attorneys can gain this insight by talking to the senior associates or partners who work with a given client regularly and by listening in on calls with that client. They can also review a client’s website to see what type of financial sponsor the client is and what other investments it has made.

Minh-Chau Le, Partner—Private Equity

Minh-Chau Le is a partner in Ropes & Gray’s private equity group. She regularly represents private equity funds, other strategic investors, and public and private companies in mergers and acquisitions, divestitures, leveraged buyouts, other strategic transactions, and general corporate governance matters.

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