Public M&A vs. PE M&A

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Public M&A vs. PE M&A

Postby Anonymous User » Sun Aug 28, 2016 9:49 am

Can anyone comment on the major differences in the work, hours/lifestyle, and exit options? Choosing between 2 firms where this seems to be the most major difference so trying to figure out if this should matter for an employment decision, all else being equal.

itbdvorm

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Re: Public M&A vs. PE M&A

Postby itbdvorm » Sun Aug 28, 2016 11:43 am

Anonymous User wrote:Can anyone comment on the major differences in the work, hours/lifestyle, and exit options? Choosing between 2 firms where this seems to be the most major difference so trying to figure out if this should matter for an employment decision, all else being equal.


Different styles between the two - public will be a bit more rules/precedent based, PE will be more nuanced / differ from deal to deal. Public company clients are often less sophisticated (though not always) - PE clients are often more demanding (but neither is necessarily "better" than the other - pros/cons of each). Both should have good exit options (reasonably similar believe it or not).

Feel free to PM for specifics.

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Re: Public M&A vs. PE M&A

Postby Anonymous User » Sun Aug 28, 2016 12:12 pm

itbdvorm wrote:
Anonymous User wrote:Can anyone comment on the major differences in the work, hours/lifestyle, and exit options? Choosing between 2 firms where this seems to be the most major difference so trying to figure out if this should matter for an employment decision, all else being equal.


Different styles between the two - public will be a bit more rules/precedent based, PE will be more nuanced / differ from deal to deal. Public company clients are often less sophisticated (though not always) - PE clients are often more demanding (but neither is necessarily "better" than the other - pros/cons of each). Both should have good exit options (reasonably similar believe it or not).

Feel free to PM for specifics.


Could you comment more about how the exit options are similar?

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Re: Public M&A vs. PE M&A

Postby Anonymous User » Sun Aug 28, 2016 12:16 pm

Thank you for your response, OP here - is it actually the case that public M&A gives you better in-house exit options than PE, or is that not really something to worry about?

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Re: Public M&A vs. PE M&A

Postby itbdvorm » Sun Aug 28, 2016 12:36 pm

Anonymous User wrote:Thank you for your response, OP here - is it actually the case that public M&A gives you better in-house exit options than PE, or is that not really something to worry about?


I think this is going to depend on lots of factors, including the firm.

For example, I don't think public company M&A at Willkie will give you better exit possibilities than PE M&A at STB.

Really going to be largely based upon overall firm reputation and the position. I don't think most in-house counsel look at a resume that says Skadden much differently than a resume that says Simpson. If I'm hiring for a position at a F500 that plans to do 10 $50-$250mm deals over the next five years, why would I prefer the public M&A guy who knows a proxy inside and out over a PE M&A guy who understands purchase price adjustments and escrows? I suspect they would rather the Latham PE associate who's been representing Carlyle on the regular than the Sullivan associate who just did the Goldman acquisition of JP Morgan.

This is not of course to say there aren't great exit opportunities for each - not trying to suggest that at all. Just trying to say that "better" is all relative. I still don't understand why that one guy suggested PE M&A gives "bad" exit opportunities. Everyone I know who started in PE and left is doing pretty well (ranges, sure).

Happy to discuss and hear other views on this one.

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Re: Public M&A vs. PE M&A

Postby Anonymous User » Sun Aug 28, 2016 12:59 pm

itbdvorm wrote:Happy to discuss and hear other views on this one.


Do you mind commenting on these posts, then? Sorry for the word vomit. Feel free to respond to as much or as little as possible.



BernieTrump wrote:
J90 wrote:BernieTrump, where do the people doing private M&A work at firms end up? I understand you don't find it interesting or desirable. A lot of firms build their business models around it, though - where do they exit to?

Are they leaving to the same jobs public M&A associates would, except perhaps with more effort to get those jobs? Or is it a different type of in-house position?


People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.

Going back to first post in message: less than 1 in 50 is able to get into a business role, though the majority at least make a try of getting out of law when leaving BIGLAW.


BernieTrump wrote:
Leonardo DiCaprio wrote:is it better to specialize within corporate or stay as a general corp bro


Stay general as long as possible. In-house hiring, especially at a junior level, is a box checking marathon by HR people. If you can competently hold a conversation for 5 minutes in 5 areas, you're 5 times as employable. You're only slightly less employable than someone who specializes in a microcompetency for a job in that person's microcompetence. This may not be intuitive, but it is accurate.

No corporation needs someone who does exclusively HSR second requests. No public company needs someone that has done only a specific type of takedown for bank holding company WKSIs, even a bank. Nobody needs a somoeone who has done 5 years of leverage finance commitment papers solely for PE clients.

They want the guy who can speak to data privacy, IP, securities offerings, FCPA investigations, board advisory, finance and M&A. You don't need to be an expert in any. Law firms want to specialize you in a microcompetence, but it's not in your best interest unless you want to be in a law firm forever and are clairvoyant to know which micro specialty will be important 10 years from now.


BernieTrump wrote:
J90 wrote:Reposting again, but am curious about your thoughts on different legal exit options (both what you've had offered, and what you've seen people exit to).

  • You'd talked about working nearly the same hours for much less pay - was this in reference to working at a bank, in say, IBD Legal?
  • Are there any positions at banks that you'd find more interesting than others? I guess in the sense that you'd be supporting M&A, versus ECM/DCM, versus leveraged finance, etc.
  • What exits are there, really, for an associate doing legal finance work (acquisition finance via credit facilities/high-yield debt/etc.)?
  • For a firm doing a lot of work with private equity firms, is it ever an interesting move to jump to a portfolio company of one of these (God forbid I ever work at a PE firm itself)?

I appreciate you being candid. Thanks!


1.) My offer was working in a bank or something very similar in terms of hours and life. I work in a transactional niche, and if I said what offer was for, people would instantly know my firm and my specialty. I want to avoid that. To answer your question, IBD execution team lawyers (DCM, ECM, MAA, LEVFIN) make less money (-50 to 100K) with slightly better hours. The work is every bit is boring as it is in the firm, because it's the same document that nobody cares about. The upside is that you're reviewing the work of others (none of which actually matters) instead of actually typing out those contracts. You may have calls at 10, 3 and 8 on a Saturday instead of sitting at your desk all day drafting what gets discussed on one of those calls. These bad jobs are insanely competitive and mostly go to people who have done secondments out of top firms. From there, the jobs get much worse. There are lots of park this bus roles doing NDAs for MAA, control agreements for deposit banks, reviewing literally every offering the bank underwrites for certain "required" disclosures. Those jobs approach the 5th circle of hell for 100-150k per year. Biglaw is only the 4th circle.

2.) You want to be operational and businesslike as soon as possible. Few lawyers make the jump, but it's possible. The difference is thinking about the issues vs. cross checking certain reps and warranties. vs. what your firm requires.

3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.

Avoid private M&A work. It's the worst of a very bad profession.

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Posts: 326632
Joined: Tue Aug 11, 2009 9:32 am

Re: Public M&A vs. PE M&A

Postby Anonymous User » Mon Aug 29, 2016 12:32 am

Anonymous User wrote:
itbdvorm wrote:Happy to discuss and hear other views on this one.


Do you mind commenting on these posts, then? Sorry for the word vomit. Feel free to respond to as much or as little as possible.



BernieTrump wrote:
J90 wrote:BernieTrump, where do the people doing private M&A work at firms end up? I understand you don't find it interesting or desirable. A lot of firms build their business models around it, though - where do they exit to?

Are they leaving to the same jobs public M&A associates would, except perhaps with more effort to get those jobs? Or is it a different type of in-house position?


People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.

Going back to first post in message: less than 1 in 50 is able to get into a business role, though the majority at least make a try of getting out of law when leaving BIGLAW.


BernieTrump wrote:
Leonardo DiCaprio wrote:is it better to specialize within corporate or stay as a general corp bro


Stay general as long as possible. In-house hiring, especially at a junior level, is a box checking marathon by HR people. If you can competently hold a conversation for 5 minutes in 5 areas, you're 5 times as employable. You're only slightly less employable than someone who specializes in a microcompetency for a job in that person's microcompetence. This may not be intuitive, but it is accurate.

No corporation needs someone who does exclusively HSR second requests. No public company needs someone that has done only a specific type of takedown for bank holding company WKSIs, even a bank. Nobody needs a somoeone who has done 5 years of leverage finance commitment papers solely for PE clients.

They want the guy who can speak to data privacy, IP, securities offerings, FCPA investigations, board advisory, finance and M&A. You don't need to be an expert in any. Law firms want to specialize you in a microcompetence, but it's not in your best interest unless you want to be in a law firm forever and are clairvoyant to know which micro specialty will be important 10 years from now.


BernieTrump wrote:
J90 wrote:Reposting again, but am curious about your thoughts on different legal exit options (both what you've had offered, and what you've seen people exit to).

  • You'd talked about working nearly the same hours for much less pay - was this in reference to working at a bank, in say, IBD Legal?
  • Are there any positions at banks that you'd find more interesting than others? I guess in the sense that you'd be supporting M&A, versus ECM/DCM, versus leveraged finance, etc.
  • What exits are there, really, for an associate doing legal finance work (acquisition finance via credit facilities/high-yield debt/etc.)?
  • For a firm doing a lot of work with private equity firms, is it ever an interesting move to jump to a portfolio company of one of these (God forbid I ever work at a PE firm itself)?

I appreciate you being candid. Thanks!


1.) My offer was working in a bank or something very similar in terms of hours and life. I work in a transactional niche, and if I said what offer was for, people would instantly know my firm and my specialty. I want to avoid that. To answer your question, IBD execution team lawyers (DCM, ECM, MAA, LEVFIN) make less money (-50 to 100K) with slightly better hours. The work is every bit is boring as it is in the firm, because it's the same document that nobody cares about. The upside is that you're reviewing the work of others (none of which actually matters) instead of actually typing out those contracts. You may have calls at 10, 3 and 8 on a Saturday instead of sitting at your desk all day drafting what gets discussed on one of those calls. These bad jobs are insanely competitive and mostly go to people who have done secondments out of top firms. From there, the jobs get much worse. There are lots of park this bus roles doing NDAs for MAA, control agreements for deposit banks, reviewing literally every offering the bank underwrites for certain "required" disclosures. Those jobs approach the 5th circle of hell for 100-150k per year. Biglaw is only the 4th circle.
2.) You want to be operational and businesslike as soon as possible. Few lawyers make the jump, but it's possible. The difference is thinking about the issues vs. cross checking certain reps and warranties. vs. what your firm requires.

3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.

Avoid private M&A work. It's the worst of a very bad profession.



Trying to cut this down to the stuff that's actually on point here.

BernieTrump wrote: People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.


I think the main argument above is that public M&A lawyers are more well-versed in fiduciary duties, securities laws and NYSE/NASDAQ rules--the rest is just an empirical question, right?

As to the former, I think itbdvorm already addressed this. The unique aspects of public M&A are not necessarily going to be more helpful than the unique aspects of private or PE M&A for an in-house counsel. The majority of deals done by any strategic are going to be private, and any public deal will obviously involve outside counsel. Also, depending on where you end up, the securities-law aspects of
the M&A work might be handled by a securities group rather than the M&A group.

As for the latter, as an associate at a well-regarded PE-focused firm with close friends at public M&A focused firms, I don't get a sense that the exit ops are better or worse at one firm or the other--there are tons of people who leave our firm to work at strategics. That said, it's going to be pretty difficult to pin down empirical evidence supporting any claim for this, so who knows for sure? I find the above poster's argument hard to believe in light of the aforementioned volume of private M&A vs. public M&A and relatively minor differences between the two, but that's just my two cents.

BernieTrump wrote:3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.


I think the arguments here are (i) PE clients are tough to work for, (ii) PE firms don't hire many lawyers and/or compensate them poorly, (iii) PE/private M&A doesn't transfer well to in-house at a strategic company and (iv) it is not so easy to move in-house to a portfolio company.

(i) and (iv) are true, can't really argue with either. (iii) was already addressed above, so don't really feel the need to go into that again.

On (ii), it's true that they don't have big in-house legal departments (usually just 1-3 lawyers for a mid-market shop), but there are enough shops out there where it's not an unreasonable goal. Definitely wrong on the pay though--at least for the 3-4 people I know well enough to have them disclose their salary to me, the PE firms are paying them ~250k between base and bonus.

I think I've responded to most of it? Let me know if I missed something.

itbdvorm

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Re: Public M&A vs. PE M&A

Postby itbdvorm » Mon Aug 29, 2016 5:28 pm

Anonymous User wrote:
Anonymous User wrote:
itbdvorm wrote:Happy to discuss and hear other views on this one.


Do you mind commenting on these posts, then? Sorry for the word vomit. Feel free to respond to as much or as little as possible.



BernieTrump wrote:
J90 wrote:BernieTrump, where do the people doing private M&A work at firms end up? I understand you don't find it interesting or desirable. A lot of firms build their business models around it, though - where do they exit to?

Are they leaving to the same jobs public M&A associates would, except perhaps with more effort to get those jobs? Or is it a different type of in-house position?


People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.

Going back to first post in message: less than 1 in 50 is able to get into a business role, though the majority at least make a try of getting out of law when leaving BIGLAW.


BernieTrump wrote:
Leonardo DiCaprio wrote:is it better to specialize within corporate or stay as a general corp bro


Stay general as long as possible. In-house hiring, especially at a junior level, is a box checking marathon by HR people. If you can competently hold a conversation for 5 minutes in 5 areas, you're 5 times as employable. You're only slightly less employable than someone who specializes in a microcompetency for a job in that person's microcompetence. This may not be intuitive, but it is accurate.

No corporation needs someone who does exclusively HSR second requests. No public company needs someone that has done only a specific type of takedown for bank holding company WKSIs, even a bank. Nobody needs a somoeone who has done 5 years of leverage finance commitment papers solely for PE clients.

They want the guy who can speak to data privacy, IP, securities offerings, FCPA investigations, board advisory, finance and M&A. You don't need to be an expert in any. Law firms want to specialize you in a microcompetence, but it's not in your best interest unless you want to be in a law firm forever and are clairvoyant to know which micro specialty will be important 10 years from now.


BernieTrump wrote:
J90 wrote:Reposting again, but am curious about your thoughts on different legal exit options (both what you've had offered, and what you've seen people exit to).

  • You'd talked about working nearly the same hours for much less pay - was this in reference to working at a bank, in say, IBD Legal?
  • Are there any positions at banks that you'd find more interesting than others? I guess in the sense that you'd be supporting M&A, versus ECM/DCM, versus leveraged finance, etc.
  • What exits are there, really, for an associate doing legal finance work (acquisition finance via credit facilities/high-yield debt/etc.)?
  • For a firm doing a lot of work with private equity firms, is it ever an interesting move to jump to a portfolio company of one of these (God forbid I ever work at a PE firm itself)?

I appreciate you being candid. Thanks!


1.) My offer was working in a bank or something very similar in terms of hours and life. I work in a transactional niche, and if I said what offer was for, people would instantly know my firm and my specialty. I want to avoid that. To answer your question, IBD execution team lawyers (DCM, ECM, MAA, LEVFIN) make less money (-50 to 100K) with slightly better hours. The work is every bit is boring as it is in the firm, because it's the same document that nobody cares about. The upside is that you're reviewing the work of others (none of which actually matters) instead of actually typing out those contracts. You may have calls at 10, 3 and 8 on a Saturday instead of sitting at your desk all day drafting what gets discussed on one of those calls. These bad jobs are insanely competitive and mostly go to people who have done secondments out of top firms. From there, the jobs get much worse. There are lots of park this bus roles doing NDAs for MAA, control agreements for deposit banks, reviewing literally every offering the bank underwrites for certain "required" disclosures. Those jobs approach the 5th circle of hell for 100-150k per year. Biglaw is only the 4th circle.
2.) You want to be operational and businesslike as soon as possible. Few lawyers make the jump, but it's possible. The difference is thinking about the issues vs. cross checking certain reps and warranties. vs. what your firm requires.

3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.

Avoid private M&A work. It's the worst of a very bad profession.



Trying to cut this down to the stuff that's actually on point here.

BernieTrump wrote: People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.


I think the main argument above is that public M&A lawyers are more well-versed in fiduciary duties, securities laws and NYSE/NASDAQ rules--the rest is just an empirical question, right?

As to the former, I think itbdvorm already addressed this. The unique aspects of public M&A are not necessarily going to be more helpful than the unique aspects of private or PE M&A for an in-house counsel. The majority of deals done by any strategic are going to be private, and any public deal will obviously involve outside counsel. Also, depending on where you end up, the securities-law aspects of
the M&A work might be handled by a securities group rather than the M&A group.

As for the latter, as an associate at a well-regarded PE-focused firm with close friends at public M&A focused firms, I don't get a sense that the exit ops are better or worse at one firm or the other--there are tons of people who leave our firm to work at strategics. That said, it's going to be pretty difficult to pin down empirical evidence supporting any claim for this, so who knows for sure? I find the above poster's argument hard to believe in light of the aforementioned volume of private M&A vs. public M&A and relatively minor differences between the two, but that's just my two cents.

BernieTrump wrote:3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.


I think the arguments here are (i) PE clients are tough to work for, (ii) PE firms don't hire many lawyers and/or compensate them poorly, (iii) PE/private M&A doesn't transfer well to in-house at a strategic company and (iv) it is not so easy to move in-house to a portfolio company.

(i) and (iv) are true, can't really argue with either. (iii) was already addressed above, so don't really feel the need to go into that again.

On (ii), it's true that they don't have big in-house legal departments (usually just 1-3 lawyers for a mid-market shop), but there are enough shops out there where it's not an unreasonable goal. Definitely wrong on the pay though--at least for the 3-4 people I know well enough to have them disclose their salary to me, the PE firms are paying them ~250k between base and bonus.

I think I've responded to most of it? Let me know if I missed something.


I'll call this "close enough" to pass my partner red pen and forward on to the client. Especially the:

As for the latter, as an associate at a well-regarded PE-focused firm with close friends at public M&A focused firms, I don't get a sense that the exit ops are better or worse at one firm or the other--there are tons of people who leave our firm to work at strategics. That said, it's going to be pretty difficult to pin down empirical evidence supporting any claim for this, so who knows for sure? I find the above poster's argument hard to believe in light of the aforementioned volume of private M&A vs. public M&A and relatively minor differences between the two, but that's just my two cents.

BernieTrump

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Re: Public M&A vs. PE M&A

Postby BernieTrump » Sat Sep 10, 2016 2:21 pm

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Last edited by BernieTrump on Thu May 11, 2017 11:29 pm, edited 1 time in total.

itbdvorm

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Re: Public M&A vs. PE M&A

Postby itbdvorm » Mon Sep 12, 2016 2:37 pm

BernieTrump wrote:I'm not sure I completely drew out the difference between good jobs (AGC, DGC and above) in-house and crap "counsel" roles where you sit for 40 years with no advancement opportunity and do the same "park the car" repetitive task on the same small handful of deals or contracts every day. Public M&A lawyers are in a better position to get the former.

Public M&A lawyers get great ins with the companies they represent. They know the GC, the COO, many times the CFO or treasurer, or at least the number 2 in those areas. With those connections, these are the guys that get called when an deputy GC or good AGC position opens for a division or business line. PE M&A attorneys don't make those connections. The deal experience is similar in many respects, though you're vastly underestimating how much public companies want to hire people who have securities law and public company board advisory experience. The bigger difference is that PE M&A attorneys don't make the connections with clients, as they rarely represent the portfolio companies and the private equity funds generally don't hire many lawyers aside from one or two GCs. They outsource everything to the type of PE-first law firm you're working at.


Agree to disagree.

I know people with PE backgrounds who have gotten these great gigs, and people with public company M&A backgrounds who have gotten terrible ones.

Frankly, most of these DGC and senior gigs are getting filled by people with substantially more experience (partner-level, in-house for some time, etc.) anyway. And those securities law and public company board issues are often being handled (surprise!) by those same outside law firms.

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Re: Public M&A vs. PE M&A

Postby Anonymous User » Mon Sep 12, 2016 4:23 pm

I don't have as much experience as either of the parties debating here and don't pretend to so take it with a grain of salt but I worked at one of the PE-first firms BernieTrump referenced and was told by a several midlevels and seniors more or the less the same story BernieTrump was saying and that it was extremely difficult to go in-house to good company jobs because of the firm's focus. I met a 3rd year at my current firm who said the same re another one of the PE-first firms mentioned. At my first, PE-focused firm, I pretty much saw no quality exits and what seemed like a lot of iffy, just wanting to gtfo exits by 2nd and 3rd years.

At my current firm, which I came to in part because of what I heard at my PE-first firm, the exits are excellent. Lots of people going fourth, fifth year into great titles with great companies. People don't leave in 2nd and 3rd year nearly so much it seems. Seems like night and day here.

TBF it may be more nuanced. I went from a NYC v15 (can probably figure out my first firm this way, which is also relevant) to one of the top players on the west coast. Maybe it's somewhat firm dependent. Maybe STB has great exits but I have heard bad things about a couple of the PE firms. I think most people, honestly, would prefer most public clients to most PE clients. In my experience, the PE clients are almost always more rude and demanding.

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Re: Public M&A vs. PE M&A

Postby Anonymous User » Tue Sep 13, 2016 9:19 am

Anonymous User wrote:I don't have as much experience as either of the parties debating here and don't pretend to so take it with a grain of salt but I worked at one of the PE-first firms BernieTrump referenced and was told by a several midlevels and seniors more or the less the same story BernieTrump was saying and that it was extremely difficult to go in-house to good company jobs because of the firm's focus. I met a 3rd year at my current firm who said the same re another one of the PE-first firms mentioned. At my first, PE-focused firm, I pretty much saw no quality exits and what seemed like a lot of iffy, just wanting to gtfo exits by 2nd and 3rd years.

At my current firm, which I came to in part because of what I heard at my PE-first firm, the exits are excellent. Lots of people going fourth, fifth year into great titles with great companies. People don't leave in 2nd and 3rd year nearly so much it seems. Seems like night and day here.

TBF it may be more nuanced. I went from a NYC v15 (can probably figure out my first firm this way, which is also relevant) to one of the top players on the west coast. Maybe it's somewhat firm dependent. Maybe STB has great exits but I have heard bad things about a couple of the PE firms. I think most people, honestly, would prefer most public clients to most PE clients. In my experience, the PE clients are almost always more rude and demanding.


I work at one of STB/K&E/LW and can confirm that there is no sense among midlevels/seniors that exit ops are worse here. (Anon from above)



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