What is mergers and acquisition law?
In broad terms, M&A practice is concerned with the sale and purchase of companies and/or their assets. The transactions we advise on range from relatively simple acquisitions or disposals of private companies based solely in the UK, to larger and more complex deals which involve a number of jurisdictions and companies that have their securities traded publicly. Although the size and scope of the deals we advise on varies, the work we undertake is typically complex and is almost always cross-border.
The level of client contact at Shearman means that over time you really get to know the businesses that you provide advice to; spending time getting to know a client is a gratifying part of the job and something which our clients really value. M&A is also a great way to get to know other lawyers in the firm as the nature of our work dictates that we work closely with other specialist teams including tax, real estate, employment and our regulatory team. We also work cross-border with lawyers in our international offices and with local counsel around the world.
At Shearman, our M&A team encompasses a range of corporate law, including both public and private M&A as well as private equity deals. Such varied deals ensure that we 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 I’m currently happy to try my hand at a mixture of transactions.
The M&A team at Shearman 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 a good attitude.
Good organisation skills are crucial since a large part of any transactional lawyer’s day is project management. It is also vital to ensure that advice is commercially focused – being able to tailor your advice to a client’s specific needs is a key skill. 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 with pressure and stay calm when things start getting busy is important, too. Ultimately though, this is something people tend to get better at the longer they have been doing the job.
Realities of the job
The fact that M&A is such a broad area means that the work is pretty varied and, at Shearman in particular, it’s an area of practice where client contact is a part of life from trainee level. The subject matter of the transactions you work on provides natural variety to the work too (you can be negotiating the purchase agreement for a football club one week, and drafting documents for the merger of two telephone companies the next).
You will work long hours 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 (when it’s completed) really adds to the sense of accomplishment.
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). You will also spend part of your time managing logistics and instructing local counsel where required.
Ensuring you keep up with developments is – as it is for all lawyers – very important, and Shearman & Sterling’s comprehensive training programme makes it easy to keep up to date. Shearman provides a wide spectrum of training (which includes technical legal sessions, ‘soft’ skills sessions and seminars with leading academics).
Developments in this area in the past 12 months
Like many firms in the City, we have noticed an appreciable increase in M&A activity in the last 12 months. What has been particularly interesting is the impact this has had on negotiations; sellers have found themselves in a stronger position and, as a result, they are often able to negotiate more favourable treatment in the transaction documents (eg, by securing a ‘locked box’ transaction instead of selling on the basis of completion accounts, or by providing less extensive warranty protection than they otherwise might have done).
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