We often receive questions about what a mergers and acquisitions (M&A) attorney does all day. We sat down with Ross Tanaka, an M&A partner in our Seattle office, to hear his take. Ross is a strategic advisor who advises public and private companies on complex, high-stakes transactions. His practice spans the full range of strategic M&A activity, including public company sales, private company exits, cross-border acquisitions, and carve-outs. You can learn more about Ross here and our M&A practice and deal list here.
What does “mergers & acquisitions” mean when we’re talking about a law firm practice group and why is it an exciting practice area?
M&A, at a very basic level, just means one business acquiring another business. The practice of M&A is representing boards of directors, founders, executive teams, and key investors in these transactions. That can take many forms. You might be working closely with a founder and a board selling their entire company. You might be representing a very large, publicly-traded company buying a piece of another company, like some core IP or a particular product or a program, or maybe your client is hiring some key AI engineers from an AI startup that it needs to help grow the platform. One of the things that makes M&A so dynamic and interesting is that in many cases, what you’re working on is one of the most important, transformational transaction that a company might ever do.
You are working with the key stakeholders in one of the most important moments in the life of the company. For the founders, it’s a pivotal moment for the dream that they’ve created, and for the investors that have been supporting the company it is incredibly impactful for them. It can be a bet-the-company, life-or-death kind of moment. And there’s no one playbook for any deal because each deal is unique. It has its own issues, it has its own personalities, and it has its own structure. In a legal world where there’s a lot of pressure to commoditize legal services through AI or other means, there is no substitute for the judgment and the creativity of a skilled M&A lawyer at the highest levels. That’s what makes it really fun and interesting and dynamic.
While there’s a lot of parallels between all the deal structures, there are also a lot of things that are different. Things are always changing and each deal is structured differently so it makes it interesting each time. The other interesting thing about M&A is it touches on a really broad set of laws and legal issues and every transaction is very business-specific. So when you’re buying or selling a company, you’re ingrained in how that business and industry work. You have to tailor everything about the deal—everything you’re thainking about, all of the solutions, all of perspective and experience that you bring—to the business at hand, which also keeps it new and interesting each time.
How does all of this play out in your practice and work life?
I have a broad practice at Wilson Sonsini. I do deals of all shapes and sizes, but a big part of my practice is public company acquisitions—buying or selling a company that is listed on the public stock markets. Those transactions are unique because you have a public stockholder base where the litigation risk is a lot higher and the issues that arise in those deals are distinct. There’s more focus on the process to sell a company than there often is in private company deals that created a very interesting chess game. And because it is publicly announced, has public filings, and is usually large, these deals tend to play out in the public eye and you are subject to greater scrutiny. Ultimately the path that you’ve chosen will be tested by regulators and plaintiffs in court. There’s a lot of challenge and nuance that goes into all of that that is really exciting.
Those deals can also happen in a really compressed timeframe that makes them truly exciting. On a recent public deal I did, we had an active bidding war for the company that we were selling. The ultimate deal that we ended up choosing came together in an evening, starting at dinner time and finally signing and announcing before markets opened the next morning. That’s the challenge and the excitement: working with a board of directors to determine to move forward with a deal at 8:00 PM and they need us to go get the deal done by the next morning. Being a part of a team that executes on that is a unique and special thing that you don’t see in a lot of other practices.
One of the great things about Wilson Sonsini is there’s no artificial ceiling on when you can take on leadership roles on transactions. We encourage and want you to take on as much substantive responsibility as you can as early as you can, because we recognize that that’s really important for your development. And because our practice encompasses a broad range of deals, there are lots of opportunities to find the right role on the right deal to help your growth.
What else makes M&A different from other kinds of corporate law?
First, it’s the scale. Not necessarily the size of the deal, but the scale of the team and the number of people it takes to get a deal done and the wide range of legal issues you’ll grapple with. You are often part of a group of 40 or 50 attorneys at the firm, and you have teams across functional areas at the client such as tax, accounting, and public relations. As the M&A lawyer, you are at the center of the action and everyone is looking to you. Ultimately your goal is to lead the hundreds of people who are on your side and the hundreds of people on the other side to find alignment. Getting to that point has so many different facets.
To be a great M&A practitioner, you have to be an excellent technical corporate and transactional attorney who understands M&A market norms and law across all of the different cross functions, including antitrust, tax, IP, data privacy, employment, employee benefits, regulatory, etc. You have to understand how all of those pieces fit into the overall puzzle. On top of that, you have to be someone who can quarterback a deal and who can organize and drive a transaction at a significant scale and on timelines that are faster than seem possible. You have to understand people—you have to be able to not only advocate for your client, but you have to understand the dynamics of human emotion and how we interact with one another. You have to be able to put yourself in the other side’s shoes and be able to listen to not only your client to understand their objectives, but also to the other side, because that’s how you find the alignment between two sides that may start off at opposite ends of the field. You have to be a complete attorney to practice at a high level.
What does a typical day for you look like as an M&A partner?
No day looks the same, and that’s one of the things I really enjoy. On any given day, I might be having calls with opposing counsel to negotiate an agreement. I might be meeting with a board of directors to advise on their fiduciary duties. I might be meeting with a board of directors with a public company that is engaging in a sale. I might be negotiating a term sheet for a startup that’s selling to another company. I might be meeting with a general counsel or a CEO to talk about key issues in a merger agreement and guiding them through all of the considerations that they should think about as we negotiate the deal. I might be having a call with one of our specialists to understand and discuss key issues of Delaware law or antitrust or technology and working with them to understand how all those things fit together. Or I might be in a meeting with the core M&A team plotting out how we are going to work together to get the deal done.
The day of a junior associate in our practice may be not all that different in some ways. As a junior associate, one of the things that you can really bring is being a great leader of process. You might be coordinating key documents and pieces of the transaction among the specialists across the firm. You may be leading a diligence call where you are asking the management team of a company that your client is buying about key things about their business so that you can understand the key value propositions that that business brings and how it fits into your client’s overall structure. You could be drafting some of the ancillary agreements for the transaction.
How long do you think it takes for the average person working in M&A to get to the point where they’re ready to take on leadership roles?
Every person is different, and a leadership role can take a different forms. One of the great things about Wilson Sonsini is there’s no artificial ceiling on when you can take on leadership roles on transactions. We encourage and want you to take on as much substantive responsibility as you can as early as you can, because we recognize that that’s really important for your development. And because our practice encompasses a broad range of deals, there are lots of opportunities to find the right role on the right deal to help your growth. We don’t throw you in with no support, but we don’t want to hold you back either. I don’t think it’s crazy for people to be running deals with a partner by the time they’re a fourth or fifth year. You could be running key parts of a transaction as a second or third year or even a first year in some cases. You get client contact as a first or second year. You are part of a small, leanly staffed M&A team, so your role on every deal will matter. By the time you’re a sixth or seventh year, you can be functioning at a very high level where you’ll be leading a transaction with partner support.
We are constantly called on to do the most complex, the biggest, the most high-stakes deals on timelines that no one thinks are possible. We get asked to do that as on a regular basis, and we’re proud of the fact that we rise up and meet that challenge.
What is the typical Wilson Sonsini client base in M&A and how does it affect your work?
We represent the most innovative cutting-edge companies across the technology and life science industries. What’s unique about the industries in which we work is the culture of growth and entrepreneurism that permeates and drives them. We represent companies that go from being run out of a studio apartment to being multi-billion-dollar companies in a couple of years. Our clients—the founders, the management teams, and the board—are the people who drive that kind of growth. They are really dynamic and exciting, and they bring that energy and that speed to everything they do, including their deals. It makes for an ever-changing, dynamic deal environment.
At some firms you might do the same kind of deal for the same client over and over, where there’s a literal playbook you follow for that client. For us, there’s no one playbook because the industry is full of people who are driven to think outside of the box, and they expect that of their legal counsel. You can feel the energy and excitement because that’s what grew these businesses to become the most exciting stories in America. They expect a pragmatism from their lawyers that requires creativity and ingenuity, and that’s what makes our industry so exciting.
What kinds of people thrive as M&A attorneys, especially at Wilson Sonsini?
Our goal as an M&A practice at Wilson Sonsini is to be the best group of M&A lawyers in the industry. We are constantly called on to do the most complex, the biggest, the most high-stakes deals on timelines that no one thinks are possible. We get asked to do that as on a regular basis, and we’re proud of the fact that we rise up and meet that challenge.
We want people who are going to be dedicated to becoming great M&A attorneys. We are a relatively small group considering everything that we do and we’re very closely knit. We depend on each person in our group and each person’s development matters. We believe in you being treated like a human and we understand that, for you to succeed, it’s important to be holistic in all parts of your life and practice. At the same time, we want people who have that commitment to be the best.
You have to have the curiosity and desire to learn and commitment to developing a mastery of your practice. Our practice needs people who keep learning and growing and never settle for where they are. Passion, dedication, and curiosity are essential to take your practice to the next level. Of course you have to be smart, but when everybody’s smart, the great M&A lawyers are the ones that have that creativity and drive and passion that set them apart.
Of course, you could probably say that about most practice areas. For M&A specifically, you have to be able to thrive in very high stress, high pressure environments. I think you have to love that. These deals can come together in a frenzy, and you need to want to be where the action is. You’re leading the team, you’re driving the process, you’re coordinating amongst all of the stakeholders. So you have to like the quarterbacking aspect to it. You have to be able to see how the puzzle fits together and you have to want to connect the dots, bring the agreement together, and plan how to get alignment amongst the key parties and stakeholders on both sides of the ledger. You have to be the person who wants to figure out how to get to yes.
We have lots of other practice areas and those attorneys very rightly take pride in being great at the parts of a deal where they are the experts. That’s what they love. To do M&A, the thing you need to love is being the quarterback and putting it all together.
What practice groups do M&A attorneys work with a lot, and why?
We work closely on a team with some of the best specialists in the world. Each deal is absolutely a team effort and it doesn’t happen successfully unless we are working hand in hand with the subject matter experts within the firm. On any given deal team, we will work closely with our colleagues in a wide variety of areas, including tax, technology transactions (focused on IP and commercial transactions), data privacy, employment and employment benefits, antitrust, regulatory, litigation, real estate, environmental and others. Each deal is going to have its own unique issues, and a lot of that is going to be driven by the deal structure, and the nature of the parties and the industries in which they operate. So, for example, we’ve navigated some really tricky antitrust issues, and obviously, in a deal with regulatory risk, the antitrust and regulatory teams are essential. In some deals, especially when you are selling a piece of a company, or doing a life sciences deal, the IP issues are so significant that you are co-leading a transaction with our technology transactions team. On a deal in the fintech space, you will be working closely with our amazing payments regulatory team. And in every deal, privacy, tax, and employee benefits issues are going to be essential.
One special group is our absolutely incredible Delaware practice—they are some of the absolute leaders of Delaware law and they sit in a very unique seat. They are the only group of Delaware attorneys in the country that are part of a big law firm that represents companies day-to-day and on deals and tricky situations. We work with them to navigate some of the most complex governance issues and think through how all of the decisions we’re making might be challenged in a Delaware court. We’re trying to predict the future and plan for any issues before they happen. Our Delaware practice makes sure we know how the words we write might be viewed by a court.
These are just a few examples. Each deal has its own unique issues, and we work at a firm where you can bring all of the right expertise to bear on each issue.
All of the functions at Wilson Sonsini are created to meet the needs of the clients that we serve. We have an unparalleled breadth of experience and knowledge in navigating the issues that face the clients in our industries. And for each one of those issues, we’re able to bring the best experts in the firm to every issue. The IP issues that face a software company are different than the IP issues that face oil and gas or a retail company. Our unparalleled expertise and experience is what allows us to navigate those for our clients and to develop the most creative solutions for those issues.
If you think that you want to work with businesses and you want to help them grow, and you want to help find solutions and to create and to build and to negotiate, there is no better practice for that than M&A.
What courses should aspiring M&A attorneys be taking and what experiences should they be pursuing while they’re in law school?
At a minimum, you should be taking business organizations and securities regulation, and it would be great to take some classes on accounting, corporate tax, perhaps a mergers and acquisitions class. Outside of that, you should take classes and try to seek out experiences that will help you as a professional. I did an externship for a judge and I was writing opinions for a court. It is nothing like what I do now, but I learned an attention to detail in that job and was trained and given exposure to the expectation of quality that a law firm demands. That drive for creating excellent work product and being able to explain a legal issue to a judge is just like being able to explain an issue to a partner or a client. Seek out the experiences that will train you to communicate effectively and concisely both orally and in writing. Learning how to create top-notch work product, and how to think about and apply law to real life situations is really helpful because that’s what you’ll be doing here.
Why should a student be interested in pursuing a more specialized practice like M&A straight out of law school?
To be at the highest level, and to truly develop your skillset requires doing something all day, every day, for a long time. When you choose to specialize early, you’re making an investment in your growth that will allow you to accelerate and reach the substantive levels sooner. At Wilson Sonsini, you’re given so much substantive experience early and you’re part of that lean deal team, so those early years will be beneficial to you. You’re not going to be associate number 10 at the bottom of an email chain where all you’re doing is looking at documents in a data room. You’re going to be in the thick of it, and you’re going to be learning from day one. That investment will be worthwhile.
One of the best parts of our M&A practice is how it scales up and scales down, so you never get pigeonholed or bored. On any given day, I could be working on a deal that is a multi-billion dollar deal, and a $100 million deal. It’s fun to do the big cool headline deals, but at a critical juncture in your career you’re also representing the founder who will someday grow into that. You can be with them at the beginning as they grow into something much greater. You can work with the late-stage private company who’s on the eve of their IPO. You can work with the new public company who is navigating the challenges of everything that goes with that. Or you can represent the sophisticated public company that’s one of the most recognizable in the world.
What’s interesting is that all of those companies, even the sophisticated public company, often they started as that small startup and they bring that culture with them. That go-go-go creative, innovative, drive, and commitment to growth. That’s what is really fun about it. By doing all of those different things, you become a really strong, well-rounded M&A attorney. You can do deals of different shapes and different sizes. You build your toolbox so that you can apply all of those things to deals that you’ve maybe done a hundred times, but because you have that experience, you can change how you think about it. You can create new things.
If you’re reading this, does that sound good to you? Fun, interesting? If you think that you want to work with businesses and you want to help them grow, and you want to help find solutions and to create and to build and to negotiate, there is no better practice for that than M&A. If you like those things, you will like M&A as a practice.
To learn more about Wilson Sonsini’s M&A deals, visit our website.