mergers and acquistions law Forum

[cellmatic]

My endeavors for law school have acquired an interest in the legal aspect of M&A. If someone could share anything as to what route I could take academically in preparation for this specialization as a career.
Thank you

[jl108]

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[jhkarlin@aol.com]

cellmatic: I read your posting and I'm not sure whether it's okay if a professor posts a reply, but...I'm an adjunct professor of law at Golden Gate University School of Law, and also a part-time professor at the Business School and and School of Tax (since 1982) and a number of years ago (1999 or 2000) I was asked to create and teach a course in Mergers in Acquisitions Law (and I've taught the course 3 or 4 times in the past 6 years). I don't know if you can find my name at the http://www.ggu.edu website because they don't seem to list adjuncts even though I've taught there more than almost anyone else. [Although our School of Tax continues to be known as one of the nation's best, the School of Law has suffered a hit because of low bar passage rates and is on ABA probation although fully accredited-a tier 4 school dropping from its status as a top 100 school years ago--disappointing..]

I'm a 1-fingered typist and it's Sunday morning and I'm not spell-checking, so forgive typo's.

But for the past 26 years I have been mostly teaching in the Masters Program of GGU's School of Tax in San Francisco. As a former partner in several smaller law firms mostly doing large deals I view myself as a transactional business lawyer. Anyway, even though M&A is mostly done by the big law firms and I didn't work for one here's the indirect path that I went down to become an M&A lawyer.

SUNY Stony Brook 1975
Hastings Law School Grad 1980 (I wasn't much of a student although I'm very bright and perhaps less than modest)
LLM Tax Grad GGU School of Tax 1981 (a very good student)

This background led me to:

Get a job at Price Waterhouse San Francisco, where I stayed for a couple of years to get a CPA (this is odd because often lawyers w/LLMs do not go to an accounting firm--they make more money going directly into law BUT I NEVER WOULD HAVE GOTTEN CERTAIN OPPPORTUNITIES IF I DIDN'T GET THE CPA) I say that because when rainmaker partners brought me into deals they would always say--"We need Jeff, he's a CPA and a lawyer and knows tax, etc..."

(I never imagined I'd study accounting or tax--I was a premed bio major in college, but I just kept going one step after the other as interest led me and I was REALLY surprised to find that accountants are pretty cool people)

After the CPA I:

--got a job at significantly more money in a small law firm drafting and registering SEC filings--initially mostly private placements in the San Francisco area. The CPA and the LLM Tax gave me credibility to really start to get control of the documents and get started working with investment bankers and accountants to structure deals, negotiate and draft agreements (underwriting agreements, engagement letters, etc.) and over time, I became pretty good at that.

--I also worked in-house in a corporation which controlled many publicly traded NYSE and NASDAQ listed securities and I started to become aware of the real-life rules w/r/t publicly traded companies.

--Then I was hired to do some of the then-largest deals in the country involving a number of restructurings, acquisitions, sales, etc.

--In 1982 thru the current time I've been teaching partnership tax, corporate tax and many other tax courses in GGU, but I think the key stuff is to take it one step at a time to ramp up your skill sets to get to M& A law.
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Negatives--living in hotel rooms, doing deals at 3:00 am in the morning, literally falling asleep under conference room tables, people w/big egos and not seeing family on vacations. It's a lot of fun, exciting, but it's taxing on your physical life and family.

Are there other ways to get "there"? Yes, many:

1. Get an MBA and go to work as in-house counsel to an investment banking firm (that's the best place to see all of the biggest deals in the country). You can take that knowledge anywhere.

2. If you're a top law school get a job at a big M&A firm and move up in the ranks working for the best lawyers, but I still recommend that you augment your background w/ an MBA, LLM, and accounting knowledge etc. because an M&A lawyer must at least be familiar with or understand financial statements and generally accepted accounting rules and valuation techniques employed by investment bankers.

3. Become a corporate lawyer in a corporate law department of a publicly traded corporation or iun a good law firm w/diverse clients. It's great training to get into M&A and the corporate lawyers often control the documents so you can learn about securities and tax and accounting as you grow in expertise.

4. Become a securities lawyer.

5., Work for SEC in Division of Corporation Finance (not Enforcement or Division of Investment Management). The division of corporation finance reviews (“Corp Fin”) all SEC IPOS (registrations statements). Or work at NASDAQ or NYSE. These jobs will give you experience to jump into private practice or another M&A job, like a lawyer working in an acquisition group of a private equity group--BIG MONEY.

Note that there is a significant mindset difference between securities and tax lawyers versus corporate lawyers because SEC and tax folks are regulator oriented, whereas corporate lawyers are more document oriented.

NOTE: For those reading this who might think it’s all about money I didn't SELL OUT to big interests (that was important to me because I always wanted to mostly do good not just make money), so I often represented regulators to enforce public interests as private counsel etc. There are many players in M & deals and the regulators are often forgotten as the hidden parties (DOJ, CFIUS, IRS, SEC, Attorneys General, Litigated M&A deals, Bankruptcy Court restructurings, Banking and Insurance Regulators, etc.)

Ummm... that's the basics. Let me know if I can be of further help.

Anyhow, feel free to email me at jhkarlin@aol.com if you want to discuss this, but I'm retired now and looking at these websites to understand the LSAT process for my kids.

I use the Evans book on M&A class for the I teach and it gives you a really good overview of laws. I have also used the Carney text which (to use a term from the younger generation) an "awesome" book, mostly on corporate law and Chancery court battles but I found it's too hard for law students (at least at GGU).

Other advice--Be proactive, contact professors at Harvard and Michigan or wherever and ask them how they got the knowledge. Contact law firms and even if you think they won't hire you, e-mail M&A partners and ask them for advice. Years ago I was an exchange student in University of Copenhagen writing a paper on existentialism and wrote a note to the famed Victor Frankl (famed existentialist, death camp survivor and author of Man's Search for Meaning) in Vienna. He invited me to visit and stay at his house--unbelievable. I mean, you never know and asking can only result in a "No" at worst.

And now the sermon: Law is a lifelong journey and one must enjoy the journey while looking to the goal. The goal is worthwhile but frankly, it's the journey that really matters. The goals and degrees and all of the rest of the stuff were worthwhile and important but now, in my 50’s it really doesn’t seem that meaningful. The kids and happy marriage are what it’s all about. So follow your heart as well as your head.--

Jeff Karlin, JD, LLM, CPA,
Senior Adjunct Professor
Golden Gate University

[jeff2486]

Jeff I don't have much to do with this thread but I wanted to thank you, we appreciate your input. Its great to have someone with your background posting on the forums, can be quite helpful to some of us that only dream of experiencing some of the areas of the industry that you have experienced.

[cellmatic]

Indeed, your contributions have been of great resource. Thank you all