Mergers and Acquisitions Lawyer. Mergers and acquisitions (M&A) are a branch of corporate law dealing with companies that are purchasing and/or merging with other companies.
They 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.
Mergers and Acquisitions Lawyer
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.
Areas of Expertise
M&A lawyers must have a sound understanding of corporate, contract, and fiduciary duty regulations at the state level as well as securities law at the federal level. Their knowledge should extend to:
Corporate Law and Governance: The M&A lawyer should have a good understanding of the makeup and legal implications of various corporate structures and entities. They must also be able to advise on governance issues, corporate compliance, and risk management.
Environmental Law: M&A lawyers working with clients in regulatory industries and with environmental liabilities should have particularly good knowledge of relevant permits, reporting requirements, insurance, due diligence, and other aspects of environmental law.
Contract Law: Proficiency in contract law will be essential for the drafting and negotiation of agreements specific to acquisitions, joint ventures, shareholder responsibilities, and other aspects of M&A.
Intellectual Property Law: M&A lawyers should understand key aspects of IP law relating to due diligence, ownership and rights, valuation, representations and warranties, and general regulatory compliance.
Security Regulations: M&A lawyers need to be familiar with laws and regulations such as the Securities Act of 1933 and the Securities Exchange Act of 1934. This knowledge will apply to securities registration, reporting requirements, disclosure obligations, insider trading, and other securities-related issues.
Tax Law: There must be a firm understanding of tax laws and regulations, including corporate tax, capital gains tax, and other relevant tax implications, to advise clients.
Antitrust Law: M&A lawyers may provide clients with advice on aspects of antitrust law, including merger control, compliance, litigation, and enforcement.
Role and Duties of Mergers and Acquisitions Lawyers
An M&A lawyer might take on several responsibilities when working through a merger or acquisition. Such responsibilities are
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Adviser
First and foremost, M&A lawyers serve in an advisory capacity. They will assess the state of each company seeking to enter into the transaction to ensure that both are in decent financial standing and have all requisite corporate records in place. As an adviser, they will want to ensure that the company they represent is going to receive the best deal possible, and if they identify red flags, they should provide advice to help decide if it makes sense to pursue the transaction.
In addition, as requests are made and different phases of the deal take place. They will keep you apprised of the ongoings, help with weighing any available options, and work to implement any necessary changes.
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Negotiator
A huge component of any lawyer’s job is negotiation. People tend to think that this means lawyers simply try to argue their way to winning, and although arguing is something that most of them do well, negotiating is quite different. It is the M&A counsel’s job to ensure that a deal closes as it is supposed to when it’s supposed to and that all parties are satisfied with the outcome.
To achieve this, the lawyers must negotiate with opposing counsel as well as all other professionals involved concerning desired terms, goals, timeframes, and so forth. Granted, most of the negotiation occurs at the outset of the transaction so that the parties can strike an agreeable bargain, but the entire process will require negotiation and compromise along the way.
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Drafter
M&A deals require a lot of documentation, such as term sheets, contracts, opinions, letters, registrations, and government applications, among other important written items. The drafting of these key documents also falls under the purview of the M&A attorney. In general, there will not just be one attorney involved in the transaction, but an entire team, sometimes from one firm and sometimes from several firms, who will work together.
Lawyers often engage in a divide-and-conquer method of getting work done, so there may be a handful of folks specifically tasked with drafting. Of course, the words, grammar, and punctuation are all incredibly important to avoid potential disputes, so most documents will go through multiple rounds of review before being finalized.
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Mediators
While M&A lawyers may not act as mediators in the traditional sense, they are often expected to manage communication between various stakeholders and executives. They may analyze the data in consultation with accountants, bankers, real estate brokers, and other parties, ensuring that the merger or acquisition is right for all involved. Acting in a mediatory capacity, M&A lawyers must rein in and manage all of these people.
They have to take responsibility for the protection and sharing of the parties’ information and will often ensure the virtual data room used to house and share sensitive data related to the transaction is configured correctly.
The Steps to Becoming an M&A Lawyer
The path you need to take to become an M&A lawyer is similar to that of other kinds of lawyers, especially in the beginning stages. However, there are some steps you’ll need to take to become an expert in M&A law.
Here are the basic steps that will result in you having a prosperous career in M&A as a lawyer:
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Acquire a Bachelor’s Degree
The first step to becoming an M&A lawyer in the US is to obtain a bachelor’s degree. There is no specific major required, but it’s important to develop strong research, writing, and analytical skills. Your GPA will play a crucial role in getting into the law school of your choice, so make sure you do as well as possible.
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Pass the LSAT
After you’ve completed your undergraduate degree, you will need to take the Law School Admission Test (LSAT). The LSAT is a half-day exam that tests reading comprehension, writing skills, analytical reasoning, and logical reasoning skills. A high score on the LSAT is essential for getting into a good law school.
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Enroll in an Accredited Law School
Many schools across the country offer programs specializing in M&A law. To ensure that you receive a quality education, make sure to enroll in an accredited institution. During your time in law school, you’ll take courses such as Securities Regulation, Mergers and Acquisitions, Business Associations, Accounting for Lawyers, Antitrust Law, and Federal Income Tax.
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Earn a Master’s or Juris Doctor Degree
After your undergraduate studies, you’ll need to complete a three-year Juris Doctor (JD) program. Alternatively, you could earn a two-year Master of Law (LLM) degree.
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Pass the MPRE
Before you can take the bar exam, you need to pass the Multistate Professional Responsibility Examination (MPRE). This is a requirement in all US jurisdictions except for Wisconsin and Puerto Rico. The MPRE is a two-hour multiple-choice exam that tests your knowledge regarding the professional conduct of lawyers.
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Pass the Bar Exam
After you’ve graduated from law school, you’ll need to pass the bar exam to become a licensed M&A lawyer. The bar exam is a two-day exam that tests your knowledge of general legal principles and your state’s specific laws.
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Become a Summer Associate at a Law Firm
After completing the previous steps, you may proceed with the process of finding your dream job. This includes the usual resume writing and preparing for interviews before applying for M&A lawyer jobs. For starters, you can become a summer associate at a law firm. A summer associateship program allows law students to gain experience working at a law firm. It usually lasts from nine to eleven weeks.
During your time as a summer associate, you’ll have the opportunity to work on real cases and learn from experienced lawyers. Make sure you choose a firm with M&A practices.
Final Comments
In conclusion, an M&A lawyer is a type of corporate lawyer, and the steps to becoming one don’t differ too much from those for other types of lawyers. Therefore, it requires a significant investment of time and effort. However, if you have the skills and traits necessary for success in this field, it can be a very rewarding career.
Frequently Asked Questions
What are the Key Skills Needed to Become a Successful M&A Lawyer?
. The Ability to Think Strategically
. Negotiation
. Multitasking
. Ability To Think Strategically
. Delegation
. Organization
. Complex drafting
. Strong Research, Writing, and Analytical Skills
. Attention to detail
. The ability to work quickly
. Deep Understanding of Business and Law
. Excellent Communication Skills
How Much Do Top M&A Lawyers Make?
Some of the most successful M&A attorneys in the US can make up to $380,000 annually. The base salary is $146,869 per year.
