"Investment Banking Law"? Forum

[Anonymous User]

I'm a 2L going with an SA lined up. I see my firm is oftentimes on huge WSJ-level deals, but is - more often than not - representing the investment banking advisors as opposed to the acquirer or the target. I see my firm's M&A group representing Goldman Sachs/Citgroup/Barclays more often than I see them representing the actual parties to the transaction.

So what does representing I-banks actually entail? I guess its M&A, but you probably don't have to diligence, right? It's not like GS or JPM are actually buying a company here. My gut instinct tells me that this type of M&A practice is less "prestigious" than plain vanilla M&A (because your client is not actually buying/selling the company), but it can lead to way better exit options like going in-house at a bank. Am I wrong? What do the I-bank's outside counsel actually do in these huge deals????


TYIA

[Anonymous User]

BUMP - anyone know about this (sub-)field?

[Desert Fox]

BUMP - anyone know about this (sub-)field?

are you sure they are representing the bankers and not the bankers clients?

[Betharl]

Just a 3L, so I may not know what I am talking about, but I would think that what you describe wouldn't really fall under the "M&A" practice group at most large firms. I'd think this would fall under the "finance" or "banking" practice groups, but I guess whatever people want to call their groups is up to them.

As far as the work itself, the I-bank might be helping with the financing/lending the borrower money, so they will need lawyers to help with that (but again, I think this would be done by the finance/banking group, not the M&A group), they may also be asked to write a fairness opinion... perhaps the lawyers help with that as well? Not sure. I know that in their capacity as financial advisors, they want don't want to get sued for badly misadvising as to the value of the company, but I think that's a pretty low standard.

[Anonymous User]

BUMP - anyone know about this (sub-)field?

are you sure they are representing the bankers and not the bankers clients?

Yep, they represent the banks/financial advisors of the deal. not the acquirers/targets

Just a 3L, so I may not know what I am talking about, but I would think that what you describe wouldn't really fall under the "M&A" practice group at most large firms. I'd think this would fall under the "finance" or "banking" practice groups, but I guess whatever people want to call their groups is up to them.

As far as the work itself, the I-bank might be helping with the financing/lending the borrower money, so they will need lawyers to help with that (but again, I think this would be done by the finance/banking group, not the M&A group), they may also be asked to write a fairness opinion... perhaps the lawyers help with that as well? Not sure. I know that in their capacity as financial advisors, they want don't want to get sued for badly misadvising as to the value of the company, but I think that's a pretty low standard.

No, this is not really financing deals. My firm does that too, and they're in a separate group. Take this partner for example: http://www.debevoise.com/andrewbab . In half of the deals he's in, he represents a company going through M&A. But a lot of his other deals are representing the banks (JPM/GS/MS/Guggenheim) advising the parties, who aren't acquiring anybody

If this group really is basically a M&A group with no diligence and amazing exit options, its seems to me like the TCR...

[favabeansoup]

Investment Banks do a lot of M&A advisory work for other companies going through acquisitions. Just because the I-banks aren't one of the parties directly involved doesn't mean they aren't doing a ton of the diligence work. I'm not in this practice, so someone please correct me, be I can imagine that a lot of initial diligence is done by the I-banks in evaluating the transaction to begin with.

So yeah, you, as lawyer of the I-bank, are probably going to still be doing diligence stuff.

[deepseapartners]

If this group really is basically a M&A group with no diligence and amazing exit options, its seems to me like the TCR...

No shot this is a no-diligence practice. Investment banks need to satisfy a due diligence affirmative defense, and what is a junior associate if not a diligence machine?

From what I understand, this kind of practice is basically like speed-reading through M&A - you end up doing less in-depth diligence on each acquirer/target, but you work on many more deals and function more as an M&A generalist or industrialist (e.g., the partner you linked to seems to do a lot of healthcare M&A).

Edit: accuracy

[Pokemon]

Why don't you want to do due diligence? You get hours without a ton of stress. As I get to do less and less due diligence I miss it more and more.

[jkpolk]

Why don't you want to do due diligence? You get hours without a ton of stress. As I get to do less and less due diligence I miss it more and more.

Big diligence assignments are 190.

[wons]

It is amazing that not a single poster in this thread has done an assignment repping a financial advisor in a M&A deal.

[Anonymous User]

If this group really is basically a M&A group with no diligence and amazing exit options, its seems to me like the TCR...

No shot this is a no-diligence practice. Investment banks need to satisfy a due diligence affirmative defense, and what is a junior associate if not a diligence machine?

From what I understand, this kind of practice is basically like speed-reading through M&A - you end up doing less in-depth diligence on each acquirer/target, but you work on many more deals and function more as an M&A generalist or industrialist (e.g., the partner you linked to seems to do a lot of healthcare M&A).

Edit: accuracy

Thanks for the info. That all seems pretty consistent with the little I know about the practice

It is amazing that not a single poster in this thread has done an assignment repping a financial advisor in a M&A deal.

wons - have you done this kind of work? what does it entail? just drafting fairness opinions or something, and diligence to protect the bank from 33 Act liability?

[deepseapartners]

If this group really is basically a M&A group with no diligence and amazing exit options, its seems to me like the TCR...

No shot this is a no-diligence practice. Investment banks need to satisfy a due diligence affirmative defense, and what is a junior associate if not a diligence machine?

From what I understand, this kind of practice is basically like speed-reading through M&A - you end up doing less in-depth diligence on each acquirer/target, but you work on many more deals and function more as an M&A generalist or industrialist (e.g., the partner you linked to seems to do a lot of healthcare M&A).

Edit: accuracy

Thanks for the info. That all seems pretty consistent with the little I know about the practice

It is amazing that not a single poster in this thread has done an assignment repping a financial advisor in a M&A deal.

wons - have you done this kind of work? what does it entail? just drafting fairness opinions or something, and diligence to protect the bank from 33 Act liability?

I should clarify - the due diligence isn't for an affirmative defense to section 11, bc in an M&A deal you're worried about state level fiduciary duties, not the SEC. Thus why I edited my original response, I just had my recent sec reg final on the brain.

[wons]

If this group really is basically a M&A group with no diligence and amazing exit options, its seems to me like the TCR...

No shot this is a no-diligence practice. Investment banks need to satisfy a due diligence affirmative defense, and what is a junior associate if not a diligence machine?

From what I understand, this kind of practice is basically like speed-reading through M&A - you end up doing less in-depth diligence on each acquirer/target, but you work on many more deals and function more as an M&A generalist or industrialist (e.g., the partner you linked to seems to do a lot of healthcare M&A).

Edit: accuracy

Thanks for the info. That all seems pretty consistent with the little I know about the practice

It is amazing that not a single poster in this thread has done an assignment repping a financial advisor in a M&A deal.

wons - have you done this kind of work? what does it entail? just drafting fairness opinions or something, and diligence to protect the bank from 33 Act liability?

I have not (though my firm does plenty of it, so I've heard lots second hand). Minimal diligence, generally staffed with one or (occasionally) two associates and a partner. Not my kind of thing, it's not really deal work and there are like 6 partners in the city that do 90% of it.

[Anonymous User]

There are 6 partners in the city that do this get its amazing no one here has done it? Wut?

I've worked at 2 firms doing M&A including a NYC v10 and have never come across this.

OP- No one here knows what this is. Don't worry about the exit ops just focus on not fucking up your SA. HTH.

[Anonymous User]

I'm at a NYC office of a v5 firm that reps purchasers/targets and financial advisers. When you rep a bank in the M&A context, the work load is much lighter and in many ways different than repping the commercial parties. You are advising the bank on its obligations and risk on the transaction, which often involves giving a fairness opinion, for example. The bank is also running a sale process where it holds the pen on various agreements (engagement letters, nda's, etc) that need lawyer review. There is definitely not diligence on the level of repping a buyer or seller.

I'm not sure it's more or less prestigious -- in my experience any firm that works in the m&a space does all of this type of work at different times.

[Anonymous User]

There are 6 partners in the city that do this get its amazing no one here has done it? Wut?

I've worked at 2 firms doing M&A including a NYC v10 and have never come across this.

OP- No one here knows what this is. Don't worry about the exit ops just focus on not fucking up your SA. HTH.

If you google, you can learn who does it. Agreed that none of those partners are at Kirkland, tho.

[itbdvorm]

I'm at a NYC office of a v5 firm that reps purchasers/targets and financial advisers. When you rep a bank in the M&A context, the work load is much lighter and in many ways different than repping the commercial parties. You are advising the bank on its obligations and risk on the transaction, which often involves giving a fairness opinion, for example. The bank is also running a sale process where it holds the pen on various agreements (engagement letters, nda's, etc) that need lawyer review. There is definitely not diligence on the level of repping a buyer or seller.

I'm not sure it's more or less prestigious -- in my experience any firm that works in the m&a space does all of this type of work at different times.

It's less prestigious.

Perfectly fine work that M&A partners are "fine" with doing, but doesn't pay a ton. This is more like "sure, why not" business for most M&A rainmakers. Occasionally you see a couple of guys specializing in this - that is not where you want to be.