Mergers and Acquisitions
a. What is M&A?
Mergers and acquisitions (M&A) is a branch of corporate law dealing with companies that are purchasing and/or merging with other companies. M&A lawyers assist their clients with the appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of contracts for the sale of portions of the business. M&A transactions are among the most complex and significant events in the life of a firm— the consequences of which reverberate both internally and externally.
The vast majority of M&A work is done at large and medium firms. Large firms often focus on the buying and selling of public companies. These are generally the biggest and most complex deals, are often cross-border and can involve cash and/or stock considerations. M&A deals between private companies can also be multifaceted, particularly where partnerships are involved.
b. What do M&A lawyers do?
From Chambers Associate M&A Practice Guide:
- Identify the client's business objectives.
- Identify the legal issues –these vary depending on factors like whether the deal is friendly or unfriendly.
- Build a "road map" for the client from start to finish, and include a timeframe.
- Advise on deal and negotiating tactics.
- Conduct due diligence on other side.
- Determine – with the help of tax attorneys – the tax implications and if they require special structuring.
- Work with antitrust attorneys to assess regulatory obstacles, gain regulatory approval and analyze any other required regulatory approvals.
- If cross-border, work with local counsel. Review all the client's contracts: business, employment, outsourcing, debt instruments, preferred stock, etc.
- Obtain third-party consents from lenders or parties to other contracts.
- Negotiate agreement, sign, announce publicly, close the deal.
- Attorneys for the target decide whether to negotiate, refuse the buyer's overtures, sell, or do a deal with another company.
II. What to do if you're interested in pursuing a career in Mergers & Acquisitions
a. Georgetown Law Courses/Clinics
b. Georgetown Law Student Groups
- Antitrust &Competition Law Student Association
- The Securities and Financial Law Organization
c. Relevant Bar Associations
- International Bar Association, Corporate and M&A Law Committee
- American Bar Association, Mergers and Acquisitions Committee
- American Bar Association, Business Law Section
d. Where it's Hot
- In recent years, M&A has been one of the busiest and most consistent areas of practice for large firms in large markets. Traditionally, the New York market has lead the way in terms of deal count and deal value, but other markets such as the San Francisco Bay Area, Chicago, Houston, Dallas, Boston, and Los Angeles have active M&A practices. While Washington has not traditionally been known a strong city for M&A work, the market has seen some growth as of late.
III. Helpful M&A Resources
OCS Podcasts and Panels
- OCS Corporate Symposium –Mergers & Acquisitions (found on this page)
- M&A/Private Equity Panel (found on this page)
- Christine Corkran, McDermott, Will &Emery (Corporate M&A/Securities Associate - found on this page)
- London Market/Mergers & Acquisitions Podcast, Skadden (Spring 2015 - found on this page) (London Market discussion is from the start through 10:10 of the recording;M&A practice area discussion begins at 10:10 on the recording)
- Chambers Associate Corporate/M&A Practice Guide
- Reuters Mergers &Acquisitions News
- The Wall Street Journal (especially the Deals Section)
- For a basic overview of mergers &acquisitions from a business perspective, explore Investopedia's M&A Page.
- DOJ - Merger Enforcement Guidelines