Are M&A lawyers dealmakers? Forum

[Anonymous User]

I am interested in m&a and just have some questions I hope ppl can answer:

1) How much weight senior m&a lawyers pull in a given deal? Is it the general consensus that lawyers work for bankers?

2) I heard a lot about how PE clients treat lawyers like shit, but is it any different in public m&a?

3) Do the work actually get interesting/intellectually challenging as you move up the ladder?

I know there is a similar thread on WSO, but I want to hear lawyers’
perspectives.

Thanks.

[nealric]

Lawyers rarely have much input into the substantive terms of the deal. You might see it from time to time for working for smaller businesses (like startups) where the lawyer becomes a trusted adviser to the business, but that would be the exception. For most of your standard NYC M&A stuff, you are just there to paper the deal the deal that was already made.

The lawyers will engage in negotiations, but typically over stuff that's not central to the deal and there to protect against tail risk. For example, you might haggle with the other side over the wording of the force majeure clause, which has a .1% chance of ever being relevant.

Lawyers work for the client, whomever that may be. Often in an NYC practice, that's the bankers, but not always. Not every deal involves bankers.

Whether clients treat lawyers poorly will depend on the client. Some are better than others. Type of deal matters. "Treating poorly" is relative too. As a client (F500 in-house), I really do try to be nice as much as possible, but I've had outside counsel pull an all nighter on my behalf. It wasn't because I was being mean and just wanted to abuse them. It was because I was there until 11 with the counterparty and someone had to turn the changes we verbally agreed to and run redlines before the parties returned the next morning. The nature of the deal and our marching orders were such that it simply couldn't wait for another day.

As to whether its "intellectually challenging"... I suppose it depends on what you find intellectually challenging. Even though it can be tedious, good drafting as an art form. You don't appreciate it fully until you've had to litigate over a poorly drafted agreement. If you really like wordsmithing, you might find it interesting. You do need to understand the mechanics of the deal, and ideally the underlying economics too. That can be challenging if you are working on complex deals of widely varying types. More senior types need to be good issue spotters, good, managers and good salespeople. That is its own challenge. It's not an intellectual challenge like contemplating Heidegger, but I think it's more difficult that people give credit for.

[Mullens]

I am interested in m&a and just have some questions I hope ppl can answer:

1) How much weight senior m&a lawyers pull in a given deal? Is it the general consensus that lawyers work for bankers?

2) I heard a lot about how PE clients treat lawyers like shit, but is it any different in public m&a?

3) Do the work actually get interesting/intellectually challenging as you move up the ladder?

I know there is a similar thread on WSO, but I want to hear lawyers’
perspectives.

Thanks.

1) Depends on the relationship. Senior M&A lawyers will give their input on the terms of the contract and where they think things should shake out but the client is the ultimate decision-maker. Lawyers typically have no say/input on price. Lawyers don’t work for the bankers. They work for the client, just like the bankers do. Sometimes the bankers are directing process but the lawyers aren’t working for them. On many PE deals, there aren’t buyside bankers at all.

2) Again it depends on the client but many PE clients have longer standing and deeper relationships with their lawyers than pubco’s because they do more deals and use the same counsel for all of them. Don’t think the PE firms treat their lawyers like shit (the partners are often IRL friends with the MDs) but it can lead to aggressive timelines because they know how fast things can get done if they push from experience.

3) Yes and no. You spend more time negotiating and thinking about big picture items and less time doing grunt work as you get senior but you’re also just negotiating the same ~20 points on all deals. Some people find that interesting.

[Anonymous User]

Lawyers work for the client, whomever that may be. Often in an NYC practice, that's the bankers, but not always. Not every deal involves bankers.

For financings, sure--you're advising the underwriter. But for M&A, when are the lawyers advising the bank, rather than the buyer/seller? (Genuinely curious---I've never heard of this.)

[Anonymous User]

1) Depends on the relationship. Senior M&A lawyers will give their input on the terms of the contract and where they think things should shake out but the client is the ultimate decision-maker. Lawyers typically have no say/input on price. Lawyers don’t work for the bankers. They work for the client, just like the bankers do. Sometimes the bankers are directing process but the lawyers aren’t working for them. On many PE deals, there aren’t buyside bankers at all.

2) Again it depends on the client but many PE clients have longer standing and deeper relationships with their lawyers than pubco’s because they do more deals and use the same counsel for all of them. Don’t think the PE firms treat their lawyers like shit (the partners are often IRL friends with the MDs) but it can lead to aggressive timelines because they know how fast things can get done if they push from experience.

3) Yes and no. You spend more time negotiating and thinking about big picture items and less time doing grunt work as you get senior but you’re also just negotiating the same ~20 points on all deals. Some people find that interesting.

Am a lawyer now (not M&A though). #1 aligns with my experiences as a junior banker. I basically never interacted with the lawyers. We had completely different work streams. (Well, maybe the MDs didn't, but I did.)

[Ultramar vistas]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

We complain because while our job is important, it's not really sexy nor the meat and potatoes of a deal.

For example, I'm working on a deal where we discovered something relatively important through diligence. That diligence portion led to a special indemnity and added insurance requirement in the purchase agreement. That was very important and true-value add by the lawyers. But...is it the same as sourcing a deal and determining the terms based on your model/forecast? Is it the same as strategically and operationally thinking of how a business can be grown or supplement your existing portfolio? Absolutely not.

At the end of the day, we get paid A LOT to find those little details and provide our clients with padded protections. However, honestly, 99% of deals can get papered by any run of the mill lawyer getting paid $250/hr instead of $1000/hr. Our value-add is important for maybe 1% of deals and in that case we will have a lot of value add to the tune of millions of dollars in savings/headache. It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

Generally, when lawyers talk about "quarterbacking", what they really mean is that they do the admin/secretarial project manager shit no one wants to do. Tracking and emailing 100+ ppl distros and making sure the right people see the right things is an important role of a project manager, but it's a shitty role that no one really wants to do. That's why junior lawyers are the ones to do it - it's been passed down to the lowest peon.

As for the trusted advisor status - generally, clients like to ask "what's market". Your firm has a huge databank of precedents and from that precedent research, we can generally advise our clients on the latest trends in the market. This is extremely valuable for the client and where they listen to us the most - we just have access to a lot more information than they do. But, once again, reading past deals and telling your client "this was done in x,y,z so maybe you should consider x" and the client responding "okay as long as it was done in x, we'll do x here as well" really doesn't feel like you're adding much value.

As for lawyers wanting to be bankers, it's just classic grass is greener on the other side. Their jobs aren't all that sexy when you get into the details either.

[Ultramar vistas]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

I don’t make anything of it. I think that a lot of that perception, to the extent that it exists, is driven by the fact that a LOT of people begin biglaw, and very very few of those people make it to a point where they feel that their work is important, which may not be a ringing endorsement for the profession. And the people who do make it to that point tend not to spend much time posting on this forum. Marty Lipton is not anon posting on here.

You’re also in an echo chamber here of corporate lawyers complaining that their jobs suck. I complain that my job sucks, often. But I’d rather do it than banking. There’s a couple of vocal voices on this forum that have that opinion, for whatever reason. Biglaw creates some bitter people. I imagine if you hung around on whatever the equivalent forum is for bankers you’d find a lot of similar complaints about that career path.

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

This hits me hard. What advice would you give to someone who might feel this way? Is regulatory/litigation any better than m&a in terms of finding some meaning in the work (or feeling important)?

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

This hits me hard. What advice would you give to someone who might feel this way? Is regulatory/litigation any better than m&a in terms of finding some meaning in the work (or feeling important)?

If you want to feel important as a lawyer, do litigation

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

I don’t make anything of it. I think that a lot of that perception, to the extent that it exists, is driven by the fact that a LOT of people begin biglaw, and very very few of those people make it to a point where they feel that their work is important, which may not be a ringing endorsement for the profession. And the people who do make it to that point tend not to spend much time posting on this forum. Marty Lipton is not anon posting on here.

You’re also in an echo chamber here of corporate lawyers complaining that their jobs suck. I complain that my job sucks, often. But I’d rather do it than banking. There’s a couple of vocal voices on this forum that have that opinion, for whatever reason. Biglaw creates some bitter people. I imagine if you hung around on whatever the equivalent forum is for bankers you’d find a lot of similar complaints about that career path.

Ringing endorsement : corporate biglaw is better than this other horrible job

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

This hits me hard. What advice would you give to someone who might feel this way? Is regulatory/litigation any better than m&a in terms of finding some meaning in the work (or feeling important)?

If you want to feel important as a lawyer, do litigation

Does this actually hold in nyc biglaw, too? I feel like most of it is doc review and maybe some deposition prep.

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

This hits me hard. What advice would you give to someone who might feel this way? Is regulatory/litigation any better than m&a in terms of finding some meaning in the work (or feeling important)?

If you want to feel important as a lawyer, do litigation

Does this actually hold in nyc biglaw, too? I feel like most of it is doc review and maybe some deposition prep.

The highest impact lawyer jobs are the ones that don't pay well. Public sector, government, criminal etc. Outside of a select few appellate litigation/boutique shops, you're only doing this shit because you're not talented enough to do better things and yet you want to be highly paid. So, no I don't think doing litigation in biglaw which will consist largely of doc review and flinging shit around in motions that you know you have no chance of winning but will file anyway just to delay/increases costs for both sides making settlement a better option to actually having to go to trial will make you feel more fulfilled than M&A.

For juniors, being a 1st year lawyer is an entry level position. I'm not sure what people are expecting from an entry-level position. Your peers in other fields already have 3-5 years on you in their careers. So, when they get into a somewhat important position at age 30, they've already put in nearly a decade of work building up to there. If you put in nearly a decade into biglaw, you'll have a somewhat more meaningful job as well. But, at the end of the day, in biglaw your moving money from one pocket to another - it's just not going to feel impactful. Maybe there'll be some kind of rush/stress to a closing that'll get your juices flowing, but that too will fade and closings will start to feel anti-climatic and boring.

Overall, great fucking job. You get paid shit tons to answer emails, do the same thing over and over, flexibility at work to come and go as you please/need, won't have shitty micro-managers watching your every move and people respect you for no real reason. I've had a job since I was 14 years old and this is the best fucking job I've ever had for those reasons alone.

[Anonymous User]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

Thanks for the response. As someone who’s going into m&a, I obviously like to think that my work will be valued by clients (especially when I move up to more senior level).

What do you make of the perception that deal lawyers aren’t that important? I mean, sure clients drive the deal and bankers advise on financials, but it seems to me that many corporate lawyers complain about what they do and want to be bankers. Why?

It's just tough to be a relatively smart person, who wants to be involved and a major player in deals and to realize that you're less important to the overall process than the accountant.

This hits me hard. What advice would you give to someone who might feel this way? Is regulatory/litigation any better than m&a in terms of finding some meaning in the work (or feeling important)?

If you want to feel important as a lawyer, do litigation

Does this actually hold in nyc biglaw, too? I feel like most of it is doc review and maybe some deposition prep.

The highest impact lawyer jobs are the ones that don't pay well. Public sector, government, criminal etc. Outside of a select few appellate litigation/boutique shops, you're only doing this shit because you're not talented enough to do better things and yet you want to be highly paid. So, no I don't think doing litigation in biglaw which will consist largely of doc review and flinging shit around in motions that you know you have no chance of winning but will file anyway just to delay/increases costs for both sides making settlement a better option to actually having to go to trial will make you feel more fulfilled than M&A.

For juniors, being a 1st year lawyer is an entry level position. I'm not sure what people are expecting from an entry-level position. Your peers in other fields already have 3-5 years on you in their careers. So, when they get into a somewhat important position at age 30, they've already put in nearly a decade of work building up to there. If you put in nearly a decade into biglaw, you'll have a somewhat more meaningful job as well. But, at the end of the day, in biglaw your moving money from one pocket to another - it's just not going to feel impactful. Maybe there'll be some kind of rush/stress to a closing that'll get your juices flowing, but that too will fade and closings will start to feel anti-climatic and boring.

Overall, great fucking job. You get paid shit tons to answer emails, do the same thing over and over, flexibility at work to come and go as you please/need, won't have shitty micro-managers watching your every move and people respect you for no real reason. I've had a job since I was 14 years old and this is the best fucking job I've ever had for those reasons alone.

Thanks for the reality check.

[nealric]

Lawyers work for the client, whomever that may be. Often in an NYC practice, that's the bankers, but not always. Not every deal involves bankers.

For financings, sure--you're advising the underwriter. But for M&A, when are the lawyers advising the bank, rather than the buyer/seller? (Genuinely curious---I've never heard of this.)

Sometimes a party to the transaction will higher an investment bank to help market an asset/company. Counsel might advise the bank in that process. Or the bank itself could be a party to the transaction.

[nealric]

I think that Nealric understates the importance of very senior partners in M&A terms. I can think of many public deals in the last year where I was sitting on conference calls, keeping my mid level mouth shut, listening to two opposing CEOs hash out major, major deal terms with the senior partners of the opposing counsel, in which the senior partners had a lot of influence on material terms far beyond the definition of force majeure - terms that completely changed the treatment of hundreds of millions of dollars of PP adjustments, for example.

Yes, the term sheet is usually baked before we get to the deal, but the papering can have major implications.
Devil is in the details.

It depends on what you mean by "major major deal term." I'm talking about core economics- purchase price, IRR hurdles, capital commitments, etc. That stuff is typically in the term sheet. I've seen purchase price adjustment terms negotiated without the lawyers- the accountants are often more important than the lawyers for something like that. Merger of two public companies might be different, as there's a of stuff beyond core economics that's pretty major to the parties.

Anyhow, I think it's silly for a brand new lawyer to get too worked up about whether lawyers get to be "masters of the universe" or not. It's not like someone starting as an ibanking analyst is going to be anything but an excel monkey. The vast majority are never going to be an MD or Partner. The vast majority of people who work at F500 companies are never going to be in the C-suite. Only the very most senior people (regardless of role) are ever going to be core decision makers for large business deals.

I suppose if your goal is to just be "in the room where it happens" (at least metaphorically), law at least can give you an up-front seat in a way accounting probably won't (unless you make it to CFO).

[Hakki]

Lawyers work for the client, whomever that may be. Often in an NYC practice, that's the bankers, but not always. Not every deal involves bankers.

For financings, sure--you're advising the underwriter. But for M&A, when are the lawyers advising the bank, rather than the buyer/seller? (Genuinely curious---I've never heard of this.)

Like the guy above me said, lawyers advise a bank in almost every public M&A deal, and some private deals.

The seller in a public M&A transaction needs to tell shareholders that they're receiving a fair price (i.e., they're not being scammed). In order to do that, the seller will hire an investment bank to run a bunch of price analyses to say that the price they're receiving for the company falls within a range of what's fair. The investment bank will hire lawyers to draft a fairness opinion and the related disclosure telling shareholders that the price is fair based on X, Y and Z. The disclosure's not insignificant, it has to be pretty concise and transparent on all the analyses run, among other things.

The above's simplified but generally accurate. You'll see a lot of firm alerts and things about partners who "advised the financial advisor in so-and-so M&A transaction." It's pretty boring, repetitive work honestly from a legal standpoint, but that's not what you asked about haha.

[Ultramar vistas]

Anyhow, I think it's silly for a brand new lawyer to get too worked up about whether lawyers get to be "masters of the universe" or not. It's not like someone starting as an ibanking analyst is going to be anything but an excel monkey. The vast majority are never going to be an MD or Partner. The vast majority of people who work at F500 companies are never going to be in the C-suite. Only the very most senior people (regardless of role) are ever going to be core decision makers for large business deals.

I suppose if your goal is to just be "in the room where it happens" (at least metaphorically), law at least can give you an up-front seat in a way accounting probably won't (unless you make it to CFO).

Could not agree more that it’s silly at this stage, but what you’re saying here is exactly my point - the top of the legal profession is, in my mind, no less influential (even if it’s sphere of influence is different) than top bankers. In either case, and in the case of most professions, you’re going to need to put in many, many years before you feel central to the conversation.

That said - one last thing - the secondary role of lawyers as negotiators shouldn’t be undersold. I noticed early that commercial folks often expect lawyers to pitch and negotiate new terms and concepts to the other side even if they’re purely commercial in nature. There’s an expectation that the lawyers are going to be good talkers, good at explaining why a proposal is fair, market or reasonable, and we often get asked for advice on negotiation technique or approach that is well outside the “traditional” legal realm.

Being the face of a deal like that is really fun, even when it’s for a $50m dollar deal that you’re leading as a 4th year, and makes the role feel more like counsel than paper pusher.

[legalpotato]

The cope in this thread is off the charts!

[Anonymous User]

I normally would argue the “no” side here, but think it’s been overdone in here. There are a fair number of situations where legal considerations are the crux of a deal. There are buyouts that require offloading a major liability or other complex restructuring. Look at the railroad deals - turns on what the lawyers can do to deal with the Surface Transport Board and antitrust concerns. Try doing a deal in semiconductors or TMT without a premiere lawyer. Try getting in a bidding war without a top shelf law firm and PR team. This thread is overvaluing the role bankers play in modeling to a valuation. Major deals require the full suite of advisors. Average middle-market buyouts, not so much. Of course, active dealmaking opportunities rarely start before becoming a senior associate.