Practice Area Insights: Mergers & Acquistions

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.

In our guide, Practice Perspectives: Vault’s Guide to Legal Practice Areas, attorneys from law firms with top-ranked M&A practices share insights about their practice, including what the practice area is and entails as well as what the typical day in the practice area is like. Keep reading for their insights!

Describe your practice area and what it entails.

G.J. Ligelis Jr., Partner—Cravath: My practice primarily entails representing clients on public and private mergers and acquisitions transactions. That covers a broad range of different M&A matters, such as advising a company on its acquisition of a privately held business to integrate into its own operations, guiding the board of directors of a publicly traded company through the process of agreeing to sell the company and obtaining approval of its shareholders, and negotiating minority investment or joint venture structures. At Cravath, we are not only legal advisors but also serve as strategic partners for our clients—helping them work through the web of legal, commercial, and interpersonal complexities to achieve their business objectives.

Daniel Brass, Partner—Davis Polk: 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.

Chrissy Metcalf, Partner—O'Melveny: In my M&A practice, which is a vast majority of my overall practice, I represent both buyers and sellers in a wide range of industries. Most of the M&A transactions I work on involve a private equity (PE) fund or a PE-backed company on one or both sides of the transactions. The typical PE model is to buy a company and then grow it organically or via add-on acquisitions, while also implementing operational improvements to
increase the company’s overall profitability, with the ultimate goal of increasing the value of such company before selling it or taking it public. Over the years I have started to do more
corporate (or strategic) buy-side transactions where the buyer is usually a large existing business that isn’t looking to be sold but is instead looking to grow for strategic reasons, either by increasing their product or service offerings or expanding existing capabilities via acquisitions. The last portion of my M&A practice is related to sell-side engagements, where I will be brought in as special M&A counsel to a company that I have never worked with before, often through an introduction by an investment bank.

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

G.J. Ligelis, Jr.: One of my favorite aspects of an M&A practice (also true for most transactional practices) is that it perfectly combines interactive and social tasks with more cerebral and intellectual elements. A typical day starts with working my way through the
emails that came in from clients and other parties to a deal in different time zones—one of the benefits of an international, cross-border practice! Most of the day is then taken up with phone calls and video conferences. In those meetings, I may negotiate an agreement with the lawyers on the other side of the deal, walk the client through some challenging decision on the transaction, or work with other partners and associates on the team. Once that slows down, I’m able to close my door and focus on reviewing a markup of one of the transaction documents or digging into some detailed legal analysis we have put together for the client. I love that I’ve found a profession in which I can fully exercise many skills in a single day.

Daniel Brass: 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.

Chrissy Metcalf: I literally never have two days that are the same, which is one of my favorite things about M&A! Some days I’m on video or phone calls all day and other days I spend all day drafting or reviewing/revising documents. Collaboration, both internally and externally, is very important in M&A, so unless I’m intensely focused working on complex drafting, I am almost always in communication with someone via email, phone, video, text, or in person. M&A transactions involve a ton of moving parts—whether it’s different issues that come up during the course of the transaction, a large number of documents that need to be drafted and negotiated, or more email and other communications than can be counted. My job is making sure that we understand all those moving parts while also making sure that everything gets done and nothing gets missed. “Herding cats” is the most accurate term I have found to describe running M&A transactions, especially in the last couple of weeks before a deal is scheduled to close.