M&A = THE most overrated practice group
Posted: Wed Oct 22, 2014 8:48 am
The myth: M&A lawyers negotiate deals whole cloth.
The reality: Literally every important deal term is negotiated and agreed upon before anyone even talks to a lawyer. Management only calls lawyers (begrudgingly) to "paper" the deal after the term sheet is already taken care of.
The myth: Deal lawyers are confidants to the entire C-suite. They're the first person the CEO calls when shit hits the fan.
The reality: Deal lawyers get shat on by 21 year-old analyst interns. The only time management calls is to scream at you.
The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.
So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.
The myth: M&A lawyers are the "closers."
The reality: I really like this one because nobody, NOBODY, is more likely to kill a deal than the lawyers. Deal lawyers will fight tooth and claw over the most insignificant provisions, losing their hair and their marriages to win points for something the client doesn't really care about (because if they did, it would have been in the term sheet so that the lawyers couldn't fuck it up -- see above).
The myth: M&A lawyers are the most "lawyerly" of corporate practice groups.
The reality: By the time an M&A lawyer gets his hands on drafting part of a purchase agreement, your counterparts in debt/equity will already have negotiated entire credit agreements.
The myth: M&A lawyers "quarterback" the deal.
The reality: If by "quarterbacking," you mean "secretarial project management work that involves harassing tax and ERISA folks who literally bill half as many hours as you" and by "deal," you mean "all the terms not significant enough for management to look at," then OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period.
The reality: Literally every important deal term is negotiated and agreed upon before anyone even talks to a lawyer. Management only calls lawyers (begrudgingly) to "paper" the deal after the term sheet is already taken care of.
The myth: Deal lawyers are confidants to the entire C-suite. They're the first person the CEO calls when shit hits the fan.
The reality: Deal lawyers get shat on by 21 year-old analyst interns. The only time management calls is to scream at you.
The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.
So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.
The myth: M&A lawyers are the "closers."
The reality: I really like this one because nobody, NOBODY, is more likely to kill a deal than the lawyers. Deal lawyers will fight tooth and claw over the most insignificant provisions, losing their hair and their marriages to win points for something the client doesn't really care about (because if they did, it would have been in the term sheet so that the lawyers couldn't fuck it up -- see above).
The myth: M&A lawyers are the most "lawyerly" of corporate practice groups.
The reality: By the time an M&A lawyer gets his hands on drafting part of a purchase agreement, your counterparts in debt/equity will already have negotiated entire credit agreements.
The myth: M&A lawyers "quarterback" the deal.
The reality: If by "quarterbacking," you mean "secretarial project management work that involves harassing tax and ERISA folks who literally bill half as many hours as you" and by "deal," you mean "all the terms not significant enough for management to look at," then OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period.