Top Law Schools

Hi all, I'm at a T6 and interested in M&A. I know that Wachtell and Cravath (assuming one draws an M&A partner) tend to have a reputation for giving more responsibility earlier on, but I was wondering how I could go about differentiating other firms.

How does the experience at other top public shops (S&C, Skadden) compare? How might the experience at a smaller shop like DPW compare? Does the experience differ at a place like STB or Kirkland where there's more PE M&A?

Thanks for all your help!

The sheer volume and pace of PE can get you a lot of great experience early on. Also, Kirkland's public practice is should be lumped in with S&C and Skadden. They're a Band 1 firm for a reason now and have shown the ability to poach public M&A lawyers from Wachtell/Cravath.

Anonymous User wrote: ↑

Sat Jan 09, 2021 3:48 pm

The sheer volume and pace of PE can get you a lot of great experience early on.

I'll co-sign this and add that bankruptcy M&A can have a similar effect. As an M&A junior, the biggest predictor of how much responsibility that I get is how slammed the people above me are. I'll also say that you shouldn't always seek to have more responsibility. At my V10, you can be exposed to an uncomfortable level of responsibility way too fast. I generally handle it fine, but I've seen people cry and even quit on the spot because they're getting hassled by clients/specialists with no one above them playing defense--not because no one wants to but because everyone is just so slammed.

Anonymous User wrote: ↑

Sat Jan 09, 2021 4:26 pm

Anonymous User wrote: ↑

Sat Jan 09, 2021 3:48 pm

The sheer volume and pace of PE can get you a lot of great experience early on.

I'll co-sign this and add that bankruptcy M&A can have a similar effect. As an M&A junior, the biggest predictor of how much responsibility that I get is how slammed the people above me are. I'll also say that you shouldn't always seek to have more responsibility. At my V10, you can be exposed to an uncomfortable level of responsibility way too fast. I generally handle it fine, but I've seen people cry and even quit on the spot because they're getting hassled by clients/specialists with no one above them playing defense--not because no one wants to but because everyone is just so slammed.

Thanks both. Is there a way to figure out who among the V10 does a lot of distressed M&A? Extrapolating from Chambers, seems like this would be most prominent at Wachtell, K&E, DPW, and PW (probably most at K&E)?

Re: the private equity point, do you think this would be as true at a place like STB, which seems to be more focused on BX/KKR mega-deals?

Anonymous User wrote: ↑

Sat Jan 09, 2021 6:51 pm

Thanks both. Is there a way to figure out who among the V10 does a lot of distressed M&A? Extrapolating from Chambers, seems like this would be most prominent at Wachtell, K&E, DPW, and PW (probably most at K&E)?

Re: the private equity point, do you think this would be as true at a place like STB, which seems to be more focused on BX/KKR mega-deals?

Re: Distressed M&A. I don't really know but just by the nature of the firms I'd guess that K&E/Weil do a decent amount of distressed M&A.

Re: PE. Any of the following would be fine if you're looking for PE work: K&E, Latham, STB, Weil, Willkie, Goodwin, Sidley, Ropes, and a few others. Get on Bloomberg and open their M&A league tables. They just posted their FY20 table a few days ago. They have a section for PE, and it should be pretty close to my list above, though obviously with the correct order in terms of volume. I'm sure I'm missing some, but I've worked with all of the firms I listed very recently on deals.

All of this being said, don't focus too much on one firm. Just try to get a set together you'd like to target. Beyond Wachtell, these firms have a lot more in common than they do that sets themselves apart.

What is considered to be “more responsibilities” in m&a? Genuinely curious because I am trying to decide which corporate practice area is less boring than others...

Anonymous User wrote: ↑

Sat Jan 09, 2021 11:46 pm

What is considered to be “more responsibilities” in m&a? Genuinely curious because I am trying to decide which corporate practice area is less boring than others...

If you want interesting, pick tax, eceb, financial institutions, or anything other than pure corporate. It has the best exit options, but many other specialties have good or great exit options and don't involve you spending far too many hours setting up management calls and chasing signature pages.

I am an M&A associate at a Chambers Band 4 V50 and spent my entire first year either doing due diligence (i.e., doc review) for 70-100 hours a week, or sitting around for months at a time doing absolutely nothing.

Anonymous User wrote: ↑

Sat Jan 09, 2021 8:35 pm

Re: Distressed M&A. I don't really know but just by the nature of the firms I'd guess that K&E/Weil do a decent amount of distressed M&A.

Re: PE. Any of the following would be fine if you're looking for PE work: K&E, Latham, STB, Weil, Willkie, Goodwin, Sidley, Ropes, and a few others. Get on Bloomberg and open their M&A league tables. They just posted their FY20 table a few days ago. They have a section for PE, and it should be pretty close to my list above, though obviously with the correct order in terms of volume. I'm sure I'm missing some, but I've worked with all of the firms I listed very recently on deals.

All of this being said, don't focus too much on one firm. Just try to get a set together you'd like to target. Beyond Wachtell, these firms have a lot more in common than they do that sets themselves apart.

Agree with all this. K&E and Weil do huge amounts of distressed work. Akin Gump sometimes plays, too.

You might also want to think a little about sectors. It’s hard to specialize too much till a little later, but, e.g., historically Paul Weiss has had a pretty good entertainment practice (although some of that work may have gone to Latham lately) and DPW and Cravath have strong relationships with key industry players, only certain firms really play in the financial institutions space (S&C, DPW, Wachtell, Skadden, Schulte and Debevoise a little), and energy/oil and gas work (which is more prominent in Houston anyway) is only something certain firms do well, usually if they have project finance practices (V&E, Latham, STB).

There are other firms with strong practices in particular areas - check out the work that Cleary and Freshfields do in different spots, and Paul Weiss and Debevoise are generally solid, too. The thing you might lose a little by going to a V4 firm is the PE focus if that’s an area that’s important to you - they’re all best known as public shops. But the principles do translate, and there are plenty of people who’ve started at Cravath or Wachtell or S&C and become big PE partners at STB or Latham later on.

General rule at any place, I think, is that it’s a good thing to get as broad experience early on as possible. Some firms don’t let you do this - at Weil, for instance, it used to be that you had to pick either public M&A or PE before you even joined, which meant that you’d become pretty adept at certain deals and documents pretty quickly (e.g., proxy statements for public deals, limited guarantees and equity commitment letters for PE), but you might not bridge the gap to figure out what the other guys do till a little later.

As for responsibilities: there are stories of first years at Cravath being told to get a deal signed up (draft the SPA, negotiate ancillary documents, etc) because everyone else is too busy. At a place which is over staffed, you might still be flung on to something to manage/supervise diligence as a third or fourth year. If you haven’t done an M&A course at law school it’d be a good idea to look at some of the materials that outline what it means to be an M&A lawyer, the different stages, etc. (I went in blind, and took a little while to figure out what the bits and pieces of the jigsaw were.)

Anonymous User wrote: ↑

Sat Jan 09, 2021 11:46 pm

What is considered to be “more responsibilities” in m&a? Genuinely curious because I am trying to decide which corporate practice area is less boring than others...

V10 M&A person earlier in the thread. If you don't want to be bored and stressed for 2 years straight before things get interesting on at least a decently consistent basis, don't go M&A.

At it's worse (and it's frequently at its worst as a junior), it is literally hours of renaming files and being told that you can't sleep because a deal might sign and then having to not sign then being told the same thing the next night for multiple nights in a row. Once it signs, you then have to redline and name a bunch of files for hours.

At that point, maintaining basic needs like eating, showering, and sleeping becomes a discipline all on its own.

Anonymous User wrote: ↑

Sun Jan 10, 2021 4:09 am

Anonymous User wrote: ↑

Sat Jan 09, 2021 11:46 pm

What is considered to be “more responsibilities” in m&a? Genuinely curious because I am trying to decide which corporate practice area is less boring than others...

V10 M&A person earlier in the thread. If you don't want to be bored and stressed for 2 years straight before things get interesting on at least a decently consistent basis, don't go M&A.

At it's worse (and it's frequently at its worst as a junior), it is literally hours of renaming files and being told that you can't sleep because a deal might sign and then having to not sign then being told the same thing the next night for multiple nights in a row. Once it signs, you then have to redline and name a bunch of files for hours.

At that point, maintaining basic needs like eating, showering, and sleeping becomes a discipline all on its own.

I am the anon above. I think I can suck it up for two years, but does it actually get interesting? Could you maybe share some of the work you find interesting, please? Also, in m&a, is it true that lawyers are consistently being told what to do by junior bankers and PE associates?

i did M&A banking before law school and spent a summer in a V10 M&A group:
YES, although that will be the case for most of the other corporate practices too (financing, capital markets, creditor side restructuring). The only exception is debtor side restructuring, where lawyers are in the drivers’ seats and the bankers are really just responsible for different types of financing.

PE are your clients so no matter what they do and no matter how junior the running point is on their end, you’re basically their b*tches and have to do what they told you to do. The caveat is since they are clients, i doubt that you as a first/second year m&a lawyer will have many opportunities to talk to them on a frequent basis

Anonymous User wrote: ↑

Sun Jan 10, 2021 9:00 am

Could you maybe share some of the work you find interesting, please?

We once had a situation a bankruptcy where a lot of assets were moving around, but they were only allow to move through certain paths via subsidiaries. It was basically an elaborate logic game. That's pretty much as intellectually challenging as I've seen things get. In that sense, pub. co. work is more interesting because you're hands are tied. In PE M&A, documents are often never be reviewed again so there's culture of not getting consents when not needed and backdating.

My interest really comes from the deal junky aspect, which you don't need to wait for. Look, most people will go to a lower-tier firm or in-house, where they will never encounter deals of this size, complexity, and frequency so... just appreciate it while you're there--appreciate that if you do your job correctly, billions of dollars change hands, synergies are created (i.e. people are fired) because of the decisions that you make and the words you write. That last part sounds bad, but someone was probably getting fired regardless. You just sometimes get to indirectly pick who. When people talk about how the world is run by corporations, you're literally the person that makes that happen. If you can't handle that, then almost the entirety of corporate law is not for you.

Anonymous User wrote: ↑

Sun Jan 10, 2021 9:00 am

Also, in m&a, is it true that lawyers are consistently being told what to do by junior bankers and PE associates?

There's two aspects to this question.

The first is a meme where lawyers think that some stub GS TMT analyst calls up Martin Lipton on Friday at 5:00PM to tell him that the whole deal structure is going to change, it signs tomorrow, and to make it happen. I'm not in NY. Maybe this is an NY thing where white shoe firms work directly for banks. That's not a thing where I work. Are business people inconsiderate of lawyers' time and timelines? Yes, but only because they're inconsiderate of everyone's time, including other business peoples'. Everyone suffers when business people try to pull some dumb shit so just be glad that you're the second highest paid profession (next to the business folks themselves) who happen to be suffering because many people are paid a lot less to suffer a lot more. If you don't want to be jerked around, don't do deals. On the (New Year's) eve of closing, lenders refused to sign off on a loan, and a 100+ person closing call was delayed well into the early morning with emails throughout the entire day (from lawyers by the way) reminding people to be on standby. When it finally happened, multiple MDs from multiple banks were getting jerked around just as much as I was. The best part was that this all happened because the head of HR at the company thought that it would be convenient for payroll and onboarding purposes to have operations start on or near the new year so everyone was being told (indirectly) what to do and having their NYE ruined... by the HR manager.

The second aspect is something along the lines of "are lawyers mostly just deal scriveners?" Yes, but bitchwork is mostly a function of seniority, not industry. WSO, the forum, has a gamified ranking system that begins with monkey and ends with human. That should tell you everything that you need to know about what finance people on the lower end of the totem poll do. To the extent I've been on calls, the usual dynamic is that PE folks slug it out amongst themselves and turn to the lawyers to referee legal and sometimes business points as needed. Everyone is respectful, and to the extent that people are not, it's not because they have the authority to not be respectful, it's because they're an asshole who probably aren't doing themselves any favored in terms of getting what they want anyway by being disrespectful. Indirectly, everyone is being told to fuck off with their ideas and to do things a certain way by tax, but you don't see everyone clamoring to be tax lawyers...

My point is if you're chasing that sense of control that comes from being the ultimate decisionmaker on a deal. It's not a thing. Maybe it was back in the day when pub. co. v. pub. co. M&A was the only game in town, but today's deal landscape is complicated and depending on the context, anyone might get to call the shots... even HR. If you like deal making with all its good and bad parts, pick whichever role has your preferred mix of suffering and pay and just roll with it. If you don't, M&A is not for you (which is totally okay as most normal people should read the above and stay as far clear of M&A as possible).

Double post.

FF2020 wrote: ↑

Sun Jan 10, 2021 1:15 am

Anonymous User wrote: ↑

Sat Jan 09, 2021 8:35 pm

Re: Distressed M&A. I don't really know but just by the nature of the firms I'd guess that K&E/Weil do a decent amount of distressed M&A.

Re: PE. Any of the following would be fine if you're looking for PE work: K&E, Latham, STB, Weil, Willkie, Goodwin, Sidley, Ropes, and a few others. Get on Bloomberg and open their M&A league tables. They just posted their FY20 table a few days ago. They have a section for PE, and it should be pretty close to my list above, though obviously with the correct order in terms of volume. I'm sure I'm missing some, but I've worked with all of the firms I listed very recently on deals.

All of this being said, don't focus too much on one firm. Just try to get a set together you'd like to target. Beyond Wachtell, these firms have a lot more in common than they do that sets themselves apart.

Agree with all this. K&E and Weil do huge amounts of distressed work. Akin Gump sometimes plays, too.

You might also want to think a little about sectors. It’s hard to specialize too much till a little later, but, e.g., historically Paul Weiss has had a pretty good entertainment practice (although some of that work may have gone to Latham lately) and DPW and Cravath have strong relationships with key industry players, only certain firms really play in the financial institutions space (S&C, DPW, Wachtell, Skadden, Schulte and Debevoise a little), and energy/oil and gas work (which is more prominent in Houston anyway) is only something certain firms do well, usually if they have project finance practices (V&E, Latham, STB).

There are other firms with strong practices in particular areas - check out the work that Cleary and Freshfields do in different spots, and Paul Weiss and Debevoise are generally solid, too. The thing you might lose a little by going to a V4 firm is the PE focus if that’s an area that’s important to you - they’re all best known as public shops. But the principles do translate, and there are plenty of people who’ve started at Cravath or Wachtell or S&C and become big PE partners at STB or Latham later on.

General rule at any place, I think, is that it’s a good thing to get as broad experience early on as possible. Some firms don’t let you do this - at Weil, for instance, it used to be that you had to pick either public M&A or PE before you even joined, which meant that you’d become pretty adept at certain deals and documents pretty quickly (e.g., proxy statements for public deals, limited guarantees and equity commitment letters for PE), but you might not bridge the gap to figure out what the other guys do till a little later.

As for responsibilities: there are stories of first years at Cravath being told to get a deal signed up (draft the SPA, negotiate ancillary documents, etc) because everyone else is too busy. At a place which is over staffed, you might still be flung on to something to manage/supervise diligence as a third or fourth year. If you haven’t done an M&A course at law school it’d be a good idea to look at some of the materials that outline what it means to be an M&A lawyer, the different stages, etc. (I went in blind, and took a little while to figure out what the bits and pieces of the jigsaw were.)

OP here. Thanks for contributing! Do you have a sense of which industries tend to have the most complex deals? I would imagine that heavily-regulated industries like FIG would get pretty complex pretty quick. I've also heard that, in general, deals done in PE tend to be more complex—is that just flame, or perhaps just a function of what spaces PE tends to move in? Do junior responsibilities tend to change at all between PE and non-PE deals?

Question for all: among the biggest PE shops (i.e. K&E, STB, Deb), which ones have the best mix of PE and strategic/public?

Lawyers who believe they are zero value added to a deal are generally lawyers who have little appreciation for the law, in my experience, and would have been much better off being bankers or some other business person. I'm guessing if you overlapped two circles with one being lawyers who think they add zero value and lawyers who went to law school for money nearly the entire circle of lawyers who think they do nothing would be in the $$$ circle.

I'm a corporate specialist, and the clients I work with definitely depend on my group to take the lead on certain legal and sometimes business points. My group is also never going to drive a deal, and I don't know why you'd ever want to. It just sounds like more stress and for what? To tell people you're a big shot? What I do is important for a very specific part of the deal, and that's rewarding when it gets done correctly. I'm here to be the wide receiver. I'm not also looking to be a tight end, quarteback, and defensive lineman. Running a good route can be fun, even if the coaching staff or my QB picks the route for me.

DPW M&A is a miserable existence right now.

Anonymous User wrote: ↑

Sun Jan 10, 2021 8:17 pm

OP here. Thanks for contributing! Do you have a sense of which industries tend to have the most complex deals? I would imagine that heavily-regulated industries like FIG would get pretty complex pretty quick. I've also heard that, in general, deals done in PE tend to be more complex—is that just flame, or perhaps just a function of what spaces PE tends to move in? Do junior responsibilities tend to change at all between PE and non-PE deals?

Question for all: among the biggest PE shops (i.e. K&E, STB, Deb), which ones have the best mix of PE and strategic/public?

To the first question: anything regulated can be messy. FIG, healthcare, energy (especially where you need FERC approvals), and aerospace/aviation come to mind. As the M&A person you don’t necessarily need to know the regulations inside out (depending on the firm) but taking the time to figure them out can make you much more useful (and get you much more credibility within the firm) early on. Every deal is different, though - complexity can arise because you have to work out a crazy capitalization table for a company with lots of Pref holders that’s underwater, or because there’s a bunch of international IP, or because you need a bunch of consents that are impossible to get. It’s hard to game this out too much until you know what your options are.

I don’t find PE deals more complex, necessarily. The big differences between PE and public deals (at least in my experience) were/are:
- If it’s an acquisition of a public company, your diligence is usually defined and may be limited in scope - the public filings and financials will give you a lot of information, and the finance/corporate development guys (if the acquirer is corporate, too) will know a fair bit of stuff. A PE acquisition might be of a private company that used to be public or an outfit that’s being sold for the first time with crappy internal records and financials.
- PE timeframes are usually tighter and involve more unpredictability. You’re not waiting for public markets, and both sides are motivated to get things done quickly.
- Complexities from a public M&A deal can involve the type of consideration that’s offered (and how you draft for this), strategic issues (who’ll be the CEO or CFO of the post-deal entity), and the public filings overlay (which both adds time and sometimes needs some analysis of what sort of filing needs to be made).
- There’s more negotiation of reps, warranties, indemnities, caps, baskets, etc in a private deal - this is stuff that’s pretty baked in on public deals, and no-one wants to deviate too much from what’s “market”. Plus you just don’t get post-closing indemnification or post-closing adjustments in public deals.
- You can come across rep & warranty insurance issues on both public and private deals - again, due to the diligence variations, this can be a bigger workstream on a private deal.
- Financing takes a fair bit of coordination on a PE acquisition - especially if you’re doing multiple bank loans or a combination of bank and bond debt. As an M&A person at a good shop you should be able to pass a lot of that on to different teams.
- The two most complicated bits of PE transactions for me (beyond anything crazy that comes up in diligence) are working out where the money goes - I took a valuation course to get this right in my head - and any consortium-related/management-level shareholding arrangements. Shareholders’ agreements/LPAs are conceptually interesting, but do take a bunch of negotiation - not uncommon to have two associates at the same level managing these workstreams separately.
- For me, at least, the most exciting deals are hostile and/or contested. It’s tiring, but there’s a sense of the chase and a lot of strategic thinking that happens at a senior/partner-level. This will almost by definition only happen in deals involving public targets.

Most juniors will be given diligence to do (or disclosure schedules on the sell-side). This is the same on both public and private deals. There’s possibly more inclination to let juniors run with drafting pieces (and maybe have a crack at the acquisition agreement or sections of it) on private deals - there are more moving pieces, so more scope for you to take sections. My experience was also that you had much more client contact at an early stage on PE deals. The key stakeholders on a $10 bn public merger are usually C-suite or senior folks in corp dev. Those aren’t relationships firms want to put in just anyone’s hands.

As others have said, you only need to look at league tables to see which firms figure in both the public and PE spaces. But don’t get too hung up on these: Wachtell, while being the firm with the most big public deals going, also does do PE deals (e.g., for Blackstone, sometimes Carlyle). S&C has good relationships with several PE houses, as does DPW. K&E is a behemoth now and does a huge number of deals across the board. Whether that means you can realistically do a mix of all kinds of deals is a different question.

STB maintains a good mix of public and PE deals, and the centralized staffing at least at one point meant that there were people keeping an eye on the different types of deals you’d done - so every third year would do some kind of reorg or transition services agreement, they made sure that (deals permitting) you’d get to look at a SPAC deal and a public merger and take-privates at the appropriate times, etc.

In addition to Debevoise, other firms with a good balance include Paul Weiss (Apollo’s main counsel; doing more and more with outfits like Carlyle; a fantastic public practice), Cleary, and to some extent Fried Frank. At a firm with diverse geographies (like Latham or Kirkland) and more of an “eat what you kill” structure (where partners have less incentive to spread work broadly) be careful to ensure that the office/position you’re taking means that you can do the work you want to do (or be exposed to a spread of stuff). This isn’t necessarily an impediment, but you should try to get a sense of what this means for you before going to a place because of its “balance”. (Similar questions with Weil’s split between public and PE teams.)

FF2020 wrote: ↑

Tue Jan 12, 2021 7:12 am

STB maintains a good mix of public and PE deals, and the centralized staffing at least at one point meant that there were people keeping an eye on the different types of deals you’d done - so every third year would do some kind of reorg or transition services agreement, they made sure that (deals permitting) you’d get to look at a SPAC deal and a public merger and take-privates at the appropriate times, etc.

In addition to Debevoise, other firms with a good balance include Paul Weiss (Apollo’s main counsel; doing more and more with outfits like Carlyle; a fantastic public practice), Cleary, and to some extent Fried Frank. At a firm with diverse geographies (like Latham or Kirkland) and more of an “eat what you kill” structure (where partners have less incentive to spread work broadly) be careful to ensure that the office/position you’re taking means that you can do the work you want to do (or be exposed to a spread of stuff). This isn’t necessarily an impediment, but you should try to get a sense of what this means for you before going to a place because of its “balance”. (Similar questions with Weil’s split between public and PE teams.)

Which firm do you recommend between STB and Debevoise for NY corporate? Are there any material differences between the two firms?

[/quote]
Which firm do you recommend between STB and Debevoise for NY corporate? Are there any material differences between the two firms?
[/quote]

There was a recent-ish thread at viewtopic.php?f=23&t=307863&p=10450120& ... #p10450120. You may find it helpful.

Anonymous User wrote: ↑

Sat Jan 09, 2021 4:26 pm

Anonymous User wrote: ↑

Sat Jan 09, 2021 3:48 pm

The sheer volume and pace of PE can get you a lot of great experience early on.

I'll co-sign this and add that bankruptcy M&A can have a similar effect. As an M&A junior, the biggest predictor of how much responsibility that I get is how slammed the people above me are. I'll also say that you shouldn't always seek to have more responsibility. At my V10, you can be exposed to an uncomfortable level of responsibility way too fast. I generally handle it fine, but I've seen people cry and even quit on the spot because they're getting hassled by clients/specialists with no one above them playing defense--not because no one wants to but because everyone is just so slammed.

OP seems to assume this responsibility happens for juniors as a default at Cravath, but as you said it depends on your seniors (whether in M&A or lit or any other group). I've had senior associates work me over the holidays when busy, and give me tasks where we're doing the same work, and the same seniors have given me next to nothing as work slows down. I also have colleagues who have ironically complained about not getting anything besides tedious work.