What’s involved in M&A?
Lawyers in M&A departments might find themselves working on mergers (a director-approved combination of two or more businesses to become one) or acquisitions — where a company obtains a majority stake in another company, without any major changes being made to the name or structure of either company. Mergers tend to be friendly, with the businesses making the decision to merge actively. However, sometimes—in the case of recession, for example—mergers can be defensive. Acquisitions aren’t always as friendly; sometimes a company may not wish to publicise that they have been acquired. The line between a merger and an acquisition can be hard to determine.
Any lawyer working in M&A will liaise with a wide variety of professionals – primarily the client, but also financial advisers as well as boards of directors from all businesses involved. There are many boxes to tick before a merger or acquisition is considered complete; due diligence, ensuring that all parties have the correct funds, and drafting agreements for all parties involved.
What is needed for M&A?
With M&A deals being made between corporate players of all sizes, strong commercial awareness is a must. You’ll need to understand how businesses tick inside and out, as well as the market conditions that may provoke mergers and acquisitions.
The last thing that all parties need is to be confused at a time of transition, so good communication skills and clarity of expression are key traits for any M&A lawyer. You’ll need to remain on top of all the details so that you can be an informative point of reference for your client.
Mergers and acquisitions frequently happen on an international scale, so being well-versed in international law is another good skill to have.
A day in the life of... Ndidi Eseonu, associate, White & Case
What’s the first thing you do when you get into the office?
The first thing I do when I arrive at the office is head down to our firm’s restaurant to grab a coffee and some breakfast. Working long hours at times means that it can be difficult to catch up with friends and colleagues, so arranging early morning breakfasts before the day officially starts can be a fantastic way to do that. It is also a great opportunity to plan the day as I check my diary and review emails received overnight.
How do you handle and organise/prioritise your workload?
Checklists, checklists, checklists! As an M&A associate, I am always working on multiple deals, managing different workstreams and advising clients across a number of different time zones. As a result, carefully organising my workload is key. At the start of the day I write a checklist of tasks that need to be completed on each transaction and rank them in order of priority. This means that any urgent tasks are dealt with first. Flagging high-priority emails is also helpful to ensure that I am responsive to clients when their queries are urgent.
The key milestones on all M&A transactions are signing (when the client enters into a legally binding contract) and closing (when the purchaser or investor transfers funds to acquire or subscribe for the target’s assets or shares). In order to run a smooth process, I also ensure that our signing and closing checklists which set out all of the documents required to complete the deal are up to date. These checklists set out the status of each document, allocate responsibility and ensure all parties are organised.
What sort of daily responsibilities does an associate have in Mergers & Acquisitions?
My key responsibilities include conducting due diligence—when a client is considering buying or selling a business, we are involved in preparing multi-jurisdictional due diligence reports. This involves reviewing the data room and the target’s business; coordinating with local counsel and specialists teams (eg property, tax, employment, regulatory etc); and conducting diligence calls with the target’s management. As an associate, I supervise a team of trainees who assist to review documents and draft sections of the due diligence report.
Once due diligence is complete, we are involved in the drafting and negotiation of key transaction documents, such as the share purchase agreement, shareholders’ agreement and other ancillary documents. My responsibilities also include liaising with local counsel—as there is an international aspect to almost all of our deals, I speak with colleagues and lawyers in other jurisdictions on a daily basis to ensure that any local law issues are taken into account.
As the associate on a transaction, I am often primarily responsible for general process management. As English law is a popular governing law for many international transactions, we are often instructed to manage and oversee the whole M&A deal from start to finish.
How do your responsibilities differ from a trainee role?
The biggest difference between being a trainee and associate is the level of day-to-day responsibility. Trainees are closely supervised by a senior associate or partner and sit in a specific department for a six-month rotation. While this allows trainees to experience a number of different areas of law in a short period of time, the best part of being an associate is working on transactions from initial instruction to closing.
While trainees are often given discrete tasks, associates have greater control over their workload and are required to use greater initiative to foresee any issues that could arise on the transaction. Associates play an active role in the drafting and negotiating of documents, frequently attend client meetings and play a greater part in the development of the overall team’s business.
Can you give us an idea of the sort of projects you manage from day to day? Which aspect of mergers & acquisitions is dealt with most frequently by White & Case?
In line with my personal interests, most of the projects that I manage day to day relate to investments in businesses in emerging markets. As a law student, one of the key things that attracted me to White & Case was its reputation as a leader in the emerging markets space.
White & Case’s particular strength is advising clients on complex, cross-border mergers & acquisitions. With a broad range of practice areas and network of 44 offices in 30 countries around the world, our M&A team often leverages the expertise of our specialists in other departments, colleagues in other jurisdictions and local counsel in the countries in which we do not have a physical presence.
What sort of clients do you generally deal with on a day-to-day basis?
At White & Case, almost all of our transactions are cross-border and involve international clients with operations in a number of jurisdictions—working in the M&A team is no different. Our clients include many of the world’s most respected and well-established companies, corporates, private equity houses, technology and other start-ups, governmental organisations and state-owned entities. One of the most interesting aspects of my job is understanding the commercial objectives of our diverse clients. For example, on my last transaction, we advised a consortium of investors based in London, the Netherlands, Switzerland and Washington DC in relation to their acquisition of a global healthcare business with operations in Africa.