Mergers and acquisitions

Mergers and acquisitions

What is M&A?

Theodora Dimitrova graduated in law from the University of Cambridge. Now an associate in the M&A department of Shearman & Sterling (London) LLP, she shares her experience

In very broad terms, M&A is concerned with the sale and purchase of companies and/or their assets. We advise on a broad range of transactions involving acquisitions or disposals of private companies, takeovers of companies that have their securities listed and traded publicly, and restructuring. Although the size and scope of the deals we advise on varies, the work we undertake is typically quite complex and is almost always cross-border.

M&A is usually at the nexus of a lot of transactions and serves as the connecting link with other practice areas such as finance, tax, real estate, employment and regulatory. The international nature of what we do also means we often work with our colleagues and local counsel around the world.

Shearman & Sterling encourages associates to work directly with clients from the early stages of your career which allows you to get to know clients well and build relationships over time. This is something which our clients really value.

Our M&A practice encompasses a wide range of corporate law, including both public and private M&A, as well as private equity and private capital deals. Such varied deals ensure that associates learn a range of different skills and can add value to a host of different clients. Associates in the team naturally tend to specialise in an area as they get more senior, but as a junior associate you’re encouraged to work across a broad mixture of transactions. The partners put a lot of thought into staffing to ensure that junior associates experience working with different sub-teams over time which allows associates to observe and learn different work styles.

Useful/key skills

The M&A team at Shearman & Sterling is a busy, transactional team so the usual qualities of a good lawyer come in handy, such as: attention to detail, time management, commercial awareness, team work and, very importantly, a good attitude. Being organised is crucial since a large part of a junior M&A lawyer’s day is project management. It is also vital to ensure that advice is commercially focused – being able to tailor your research to a client’s specific needs is a must and a key skill that distinguishes a good lawyer from a great lawyer. It follows that putting in the effort to acquire an understanding of our clients’ businesses pays dividends over time.

Like any area where tight deadlines are involved, the ability to cope under pressure and stay calm when things start getting busy is important, too. Our M&A team is very supportive and there is always someone senior available to answer your questions.

Realities of the job 

What I find really attractive about M&A is the variety it offers – no two clients are the same and you never repeat the same transaction. The subject matter of the deals you work on provides natural variety to the work too. In my first year as a qualified solicitor I have worked on a $3.6bn public takeover, a cross-border merger, a complicated airline deal and several private equity transactions.

The hours can be long sometimes, but the work is interesting and there is a real buzz from ‘getting the deal done’. For many clients the transaction we advise them on will be a landmark event which really adds to the sense of accomplishment. Client contact is a reality from day one at Shearman & Sterling and it feels great to know that you are the first person clients think of when they have a question.

Day-to-day work 

There isn’t really a ‘typical’ day, but from an early stage you can expect to be involved in due diligence (the process by which the target business or company is investigated by a prospective buyer) and drafting transaction documents (from the corporate authorisations required to the sale and purchase agreement, shareholders’ agreement and articles of association). You will also spend part of your time managing logistics, instructing local counsel where required and preparing engagement letters and draft bills.

Ensuring you keep up with developments is – as it is for all lawyers – very important, and the firm’s comprehensive training programme makes it easy to keep up to date. Shearman & Sterling provides a wide spectrum of training (which includes technical legal sessions, ‘soft’ skills sessions and seminars with leading academics). The firm also encourages its associates to go on client secondments which provide invaluable insights into our clients’ business.

Recent developments in this area 

The Market Abuse Regulation (MAR) took effect in July 2016. MAR addresses areas such as insider dealing, unlawful disclosure of inside information and market manipulation. One notable effect of MAR is that it has extended the application of the EU’s market abuse rules from regulated markets to multilateral trading facilities and certain other markets, including exchange-regulated segments of the Irish Stock Exchange and the Luxembourg Stock Exchange. These have historically been popular with non-EU issuers in the United States and Latin America. Part of our role includes explaining to clients how MAR has revised some of the rules (or introduced new rules) in relation to delayed disclosure, market sounding procedures, stake building and insider lists.

On the private M&A side, our team has also begun to see certain deal features (that were not previously typical in the UK) becoming more common such as material adverse change conditions, ‘certain funds’ and termination rights for breach of warranty. These features would have a significant impact on a transaction and show how important it is that we keep our clients up to date on legal and regulatory developments.

Shearman & Sterling (London) LLP

Shearman & Sterling has been advising many of the world’s leading corporations and financial institutions, governments and governmental organisations for more than 135 years. The firm is committed to providing legal advice that is insightful and valuable to its clients. This has resulted in groundbreaking transactions in all major regions of the world.

Together, the firm’s lawyers work across practices and jurisdictions to provide the highest quality legal services, bringing their collective experience to bear on the issues that clients face.

For further information about the firm, see www.shearman.com