Venturing into the legal industry, I was not adequately prepared. Most of it was due to lack of information, some of it was my lack of planning. But I remember some of my peers gearing towards the law firms. They were doing due diligence in their internships and talking about it all the time. For someone like me, doing litigation internships, it did not make much sense at the time.
I saw people going in herds towards certain law firms at the end of the law school. It made me wonder again what was at those firms. They offered handsome salary packages while I struggled to meet ends in litigation. So, naturally I was curious. I wanted to know more about what they did. It turns out they did work with financial structuring for mergers and acquisitions.
I only had a basic idea of what mergers and acquisition was, in the literal sense. It did not make much sense to me back then. Why were they getting paid so much for strategizing and financial structuring?
While I was interning with an infrastructure company, I remember, there used to be asset purchases, joint venture deals, acquisition deals, etc. happening all around me. But I was pretty clueless as to the nature of the transaction. I only knew my briefing and incorporation of necessary provisions. But without the bigger picture in place, I realised that I was not going to achieve much.
Once I had a sit-down conversation with my mentor, where I told him that I barely understood what I was doing, he patiently explained to me the deal involved in the task at hand. Then he asked me to look up and research on somethings. He even gave me reading materials! After that I was immersed into the books till I understood some of the conceptual aspects of my job. Needless to say in my four month stint, I did not become an expert of any sort. But, I was less clueless.
I was wondering the same thing while writing this article. I’d always wondered what an M&A lawyer does? I asked my bosses about it. They had been M&A lawyers when they began their career. I bombarded them with questions about the scope and the work profile.
I wanted to know what is venture capital, private equity. Who are investment bankers? What do they do? What does an in-house lawyer do for the companies, if they are already consulting the big law firms? How do M&A or investment lawyers learn about the vast and complex subject matter? Do they slog for years to learn it or do an M&A course?
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The biggest question I had was, what are the career to opportunities for an M&A lawyer.
For instance, when I finish my M&A course what are the kinds of positions I am looking towards. I see job posts on LinkedIn, on a regular basis. They are all looking for transactional lawyers in PE & VC, or a lawyer who has worked with a law firm in M&A. So it was time to find out the career opportunities in the field. Here are some of them:
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M&A teams of top law firms
There are law firms like AZB & Partners, Cyril Amarchand Mangaldas, Khaitan & Co., Shardul Amarchand Mangaldas & Co.,Trilegal, etc. which has dedicated teams for mergers and acquisitions. These lawyers work with businesses to secure financing and draft contracts for the purchase of other businesses.
In the recent, Flipkart -Walmart deal of $16 billion had teams of lawyers working at the deal and its structuring. The lawyers were involved from Khaitan & Co.’s and Shardul Amarachand’s general corporate, competition law, banking & finance, M&A, IPR and tax practices. The M&A teams have to do various things like draft agreements upon the exit of founder Sachin Bansal, do due diligence with respect to Flipkart, structure the deal in order to get the approval from the Competition Commission of India
Lawyers in this mergers & acquisitions field are known for handling the asset purchases and sales for the business. They often have to deal with the tax implication on the transactions as well. They can help by creating comprehensive deals.
You can read more about the role of M&A lawyers in transactions here.
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Legal counsel at Private Equity firms
A private equity(PE) firm is an investment management company that provides financial backing and makes investments in the private equity of startup or operating companies through a variety of loosely affiliated investment strategies including leveraged buyout, venture capital, and growth capital. The private equity firms like Goldman Sachs, Blackstone, Apax, The Carlyle Group, etc. are the biggest players in the Indian market.
The PE firms have to manage their interest in the startups and ongoing concerns. They need to invest while ensuring that their interests in the ongoing concern is protected.
PE firms need lawyers to help with the investment strategies for the available funds to the right companies. The financial advisors need the lawyers to comprehend not only the transactions, but to enable them put the necessary provisions in order to protect the client’s interests.
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In-house counsels at large Indian and global companies
The companies generally engage a law firm for their dealings. Then why do they need an in-house counsel for the same thing? The answer is simple. The law firms are expensive and cannot be called for day-to-day operations. It is not cost effective in the long run. The other reason is that the company and its various departments may need the legal expertise intermittently.
Indian companies like Tata, Bharti Airtel, Zomato, ONGC, Infosys , have acquired companies abroad. Tata acquired Tetley Tea,Jaguar and Land Rover,Corus . Bharti Airtel’s acquisition of Zain Africa gave them a stronghold in telecom sector there.
Zomato acquired Urbanspoon. ONGC has spent over $8 billion in acquiring companies for strategic oil resources.
These lawyers are needed by a varied industry in their work, such as Biotechnology banking and financial services, alternative energy, airlines and transportation, energy, venture capital, telecommunications, software and technology, real estate, private equity, mining, manufacturing, hospitality, hedge funds, food and beverage, energy, construction.
Like all in-house lawyers, these lawyers need to have an in depth knowledge of the business as well as the legal knowledge. They need to help the business and other teams strategise before dealings, etc. Also, an in-house counsel would help bring down the legal expenses while negotiating, and resolving disputes on their own.
The career for M&A lawyers is lucrative as they are always in demand for their specific skill sets. But M&A is not a subject which is taught at most law schools. It is either learnt through internships or when one starts working or by doing an M&A course. So the first step to establishing a career in this complex yet lucrative field of law, would be to learn about it as much as you can and then plan your career accordingly.
Good luck!