Taking Questions on V5 M&A
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Poast new message in this thread
Date: February 6th, 2016 12:16 PM Author: Dull stimulating area therapy
Ask away.
Do mostly public M&A, did a whole bunch of private deals when I was junior/mid-level. 8th year. This is my 2nd firm. My first was also a V5. Did a stint in London and Hong Kong when I was more junior as well.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29764605) |
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Date: February 6th, 2016 3:29 PM Author: Dull stimulating area therapy
Client calls and asks you, "hey, what's up with this whole reps and warranties insurance?"
You: oh, let me ask my partner and get back to you
Client calls and asks you, "hey, my private company is incorporated in Kansas and want to sell to X, can I just get my board to sign off on it and we're good?"
You: oh, let me ask my partner and get back to you
You can only do that so many times in a single day before people start realizing you are worthless.
I've worked on well over a hundred deals, and I get asked new questions all the time.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765676) |
Date: February 6th, 2016 12:19 PM Author: Chrome Bbw
I'll never understand how anyone can enjoy corporate law. I assume people only sign up for such a career just so they can sound prestigious at the bar or whatever.
"I'm a mergers & acquisitions lawyer for the World's largest corporations, how about you?"
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29764621) |
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Date: February 6th, 2016 1:02 PM Author: Dull stimulating area therapy
My favorite to work against is wherever my friends are on the other side. Makes things much easier and they know better than to try to BS me with some idiotic argument or position because I've worked against them so often I know what positions they have argued or taken before. Usually anything idiotic is resolved with a phone call requesting them to better advise or otherwise educate their client.
London I just followed one of my partners there for a year when we were working on a couple of major M&A projects out of London. Same work, different location.
Never did HY, if you are talking about capital markets.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29764843) |
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Date: February 6th, 2016 1:05 PM Author: Dull stimulating area therapy
I usually get in between 930 and 10, sometimes earlier, sometimes later.
If I'm slow I'm leaving around 6:30 and monitoring my BB maybe every 30 minutes. Sometimes I will have to work at home after I've left. If I'm busy obviously I'm working real late. Probably 3 hours each on Sat and Sun on average.
I take about 15 vacation days a year these days. When I was a junior maybe I took 5 each year.
I billed 2700 or so hours my first few years. I'm down to a reasonable 2200 or so.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29764868) |
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Date: February 6th, 2016 3:46 PM Author: Dull stimulating area therapy
Ask yourself what is the point of a vacation? Sight-seeing? Relaxation? Sex? Sleep?
1) I did plenty of travelling before I became a lawyer, don't really feel like going to the beach for the 10000th time in my life or Vegas or Paris again.
2) I could get sex and sleep all done at no additional cost in my very nice comfortable home with my awesome model girlfriend (we're no longer together, but yeah) every weekend and every night if I wanted.
3) Relaxation yeah that sucked a bit, but if you make it as long as I have you learn to find bits and pieces of relaxation and peace of mind everyday. A simple 5 minute walk outside listening to music with your morning coffee for instance. Adapt and survive.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765776) |
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Date: February 6th, 2016 1:09 PM Author: Dull stimulating area therapy
My other options:
1) Economics PhD at an Ivy
2) State Department
3) IBD
Sometimes I wish I had gone with #3.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29764901) |
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Date: February 9th, 2016 1:55 PM Author: Dull stimulating area therapy
Law depending on where you end up can certainly be more interesting than compliance work at bigfed. There is no such thing as "resume geared towards law." We had former Olympians, veterans, investment bankers, consultants, accountants, artists, actors, etc., in my law school class.
I did a joint JD/MBA. I also have a ton of friends who went to Stanford, Booth, Kellogg, Ross, HBS, Wharton, etc. I was the only JD/MBA kid in my class who actually ended up in a law firm. Everyone else either ran off to Silicon Valley or are working in investment banking/PE.
MBA was a joke compared to law school. A literal joke. Some classes are somewhat tough and you have to show up regularly and pay attention, but in many courses you can skip all your classes and show up to the final on the last day having studied maybe 10 hours total and still get an A.
MBA is more fun, lots of drinking, generally a cooler (but douchier) crowd than law school. A lot of guys take themselves too seriously, most kids want to go into finance but only something like 2% of each class actually comes from a legit IB background, so it's a bit toolish in the sense that you have all these finance wannabes who did something like accountant all trying to emulate and act like what they imagine investment bankers are like, when in reality all they did was read Barbarians at the Gate and maybe watched Wall Street.
My MBA class was a disaster in terms of finance placement, given that few got offers to begin with, and the ones that did, many either had offers revoked or found themselves out of a job within a year. That's not including the kids who accepted an offer at Bear or Lehman. The banks realized that having 2nd year associates from MBA who had zero practical knowledge outside of a prior career as a grocery chain management job adds very little value. That's why a lot of the more senior guys at IBs now never got their MBA as they went straight through analyst-associate-VP.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29788244) |
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Date: February 6th, 2016 3:18 PM Author: Dull stimulating area therapy
Lol you either sound like:
1) TTT law student
2) Working at some crap firm who doesn't touch M&A
3) Working at some crap firm who only does crap M&A
Client asks you how to structure 60% investment in a US publicly listed pharma company with 40 overseas subsidiaries. Oh guess what. All that stock vs. cash / should I set up a MF BFI discussion just went out the window and your tax guy doesn't know a thing about tender offers or proxy solicitations. What's a dual-track acquisition structure? 60% interest wut?
But but but my tax guy helped my neighbor save $4,200 on his tax refund!!
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765613)
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Date: February 7th, 2016 2:14 AM Author: Dull stimulating area therapy
Lol.
During negotiations where both clients are present:
Opposing counsel: We insist on inclusion of a MAC Out CP which is quite market standard in this industry. We also insist on commercially reasonable efforts to get governmental approval by both parties. If you (the buyer) fails to get such approval we want a 9% break fee. We think your client is being unreasonable on fighting us on this. We want to make a deal and we like you guys and we think you are just perhaps being too lawyerly. So let's stop arguing over details and lets get this deal done.
You (as your clients stare at you with piercing eyes): Uh, let me copy and paste and conform.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771007) |
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Date: February 7th, 2016 11:04 AM Author: Dull stimulating area therapy
If you did M&A at a V10 for years, surely you would know that "well there were 20 deals in [x] industry in 2015 that had 4% reverse break fee" doesn't really work so well. Then it just becomes a pissing match between who has the most number of precedents or which deals are most relevant as a comparison.
Yeah, in a big public deal the terms are generally very similar, but there are many many nuanced differences (run a blackline against two different MAs provided by the same firm in 2015 to see what I mean). It's the ability to argue about nuances that separate us from any random lawyer who can say "but 3% break fee is the norm
You may think these provisions are not important, or subtle changes are meaningless, but I have seen many instances where these seemingly minor points (such as a 1% difference in a break fee) or change in number of business days for indemnity claims result in millions of dollars of losses/gains for clients.
You seem to have forgotten the multiple day all-night negotiation sessions where you haggle over these points. If you honestly think anyone can do this, and have answers to a myriad of questions on the fly, and have an encyclopedic knowledge of not only the relevant laws but also on market convention, then you are delusional.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771773) |
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Date: February 7th, 2016 1:06 PM Author: Dull stimulating area therapy
1. There is a superstar bro 1 year above me with great client relationships. Thats one slot gone.
2. Im not first choice at my year level for the juiciest deals.
3. Im not billing 2500 hours anymore.
4. I have good relationships with clients but others in my class have better
Subtle things really but I see thenwriting on the wall. My only hope is that one of my client friends becomes a CEO or MD and pushes for me but given my relatively young age thats another 3 or so years and I dont know I have that long tbf.
Funny thing is that I am the most social and outgoing guy my level in my group and can schmooze better than most but at my firm technical ability is valued above all else.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29772417) |
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Date: February 8th, 2016 2:03 AM Author: Dull stimulating area therapy
Let me guess you never made it that far in your V10 and did mostly asset deals? Im guessing Weil. Always the 2nd tier losers who try to act like they know it all and try to oversimplify crap they simply never understood or were any good at.
If you're going to do a job, put your best into it and try to be positive. You seem so caught up in how others do their jobs or how we feel about what we do. Word of advice - stop worrying about others and just do whatever makes you happy.
What difference does it make to you that I enjoy my job and think it requires skill and intelligence? I probably went to better schools than you starting in HS and obviously my life experience is different than yours so stop being an idiot and trying to judge something you clearly don't understand.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29778630) |
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Date: February 10th, 2016 4:36 AM Author: Dull stimulating area therapy
1. So you were at Weil or Shearman or Latham? Sucks to be you.
2. This is my thread, which is about V5 and the people who work in V5.
3. I'm penning my lengthy screeds because of 2.
Thanks.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29795393) |
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Date: February 6th, 2016 1:56 PM Author: Dull stimulating area therapy
Probably not going to make partner as a result of my grinding to be honest. There are guys who are smarter, harder working and better credentialed than I am in my team. I'm sort of the "frat boy" of the team and frequently socialize with clients so that's my only "in."
My exit options? My goal is to move to a mid-law firm in an off-market area as partner and take it easy.
I have a bunch of friends in PE and I always ask them to keep an eye out for me for any openings. This has been 4 years running...nada.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765179) |
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Date: February 6th, 2016 3:56 PM Author: Dull stimulating area therapy
Ask me anything that only an M&A lawyer would know.
Citrix requires 3 pieces of login information. We all get a crappy private bank checking account. It's either CIGNA or AETNA. Sandwiches and diet coke. 1 CLE credit per month. Massive amounts of spam emails from PLI, e-discovery and translation service providers. Firm-wide memos about taco day at your firm restaurant/cafe/canteen what have you. Firmwide emails asking you for precedents. Firmwide emails about compliance policies. Firmwide insider emails. Groupwide emails asking about legal issues.
Any of this hitting home?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765843) |
Date: February 6th, 2016 2:19 PM Author: claret preventive strike
If you're an M&A masterman, thoughts on this Williams Act hypo?
www.xoxohth.com/thread.php?thread_id=3119056&mc=13&forum_id=2
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765300) |
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Date: February 6th, 2016 2:31 PM Author: Dull stimulating area therapy
Your hypo is messed up and doens't make any sense. See your first two paragraphs quoted below. You say XB is wholly owned by XA. Then you go on to say 21 of XB shareholders? WTF? Wholly owned = 1 shareholder dummy. Are you a law student or something? Or a terribly lost junior at some crap firm?
"CorpX, a public DE corp, has 2 divisions, XA (since the beginning) & XB, a wholly owned subsidiary acquired 3yrs ago.
During prelim negotiations w/ CorpY (public DE corp) & CorpZ (privately held NV corp, all voting stock owned by founder Zman), they come up with this 2part plan:
1. 21 of XB shareholders, including several CorpX officers & hedge funds, will vote to approve XB (spun off)merging into a newly formed acquisition subsidiary of CorpZ. The 21 XB shareholders will get newly issued *nonvoting* CorpZ stock. This nonvoting stock would not be SECregistered, b/c of the small # of shareholders."
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765357) |
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Date: February 6th, 2016 2:38 PM Author: claret preventive strike
That hypo was part of a bigger hypo. I left out the beginning because it was not relevant to the Williams Act.
The first step is that XB is spun off via 355 from CorpX. So now the 21 bros have XB stock.
Besides, 1. is probably less relevant to the Williams Act because "This nonvoting stock would not be SECregistered, b/c of the small # of shareholders."
Basically, does the reverse triangular merger between CorpX (XB having been spun off, now only consisting of XA but still exists legally as CorpX) and CorpY (which issues convertible preferred stock) trigger 13D or any other Williams Act shit?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29765407) |
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Date: February 7th, 2016 2:15 AM Author: Dull stimulating area therapy
Why the fuck would I want to give you free legal advice? I need to know where the question is coming from.
Are you a law student trying to answer a question?
Are you a lawyer who is trying to advise his client, doesn't know the answer, so is asking this bort?
If the latter, obviously there are many legal and ethical restrictions in my being able to give you anything.
In any event the manner in which you presented your fact pattern is so incoherent I don't want to spend the time trying to figure out what you're trying to say. Try to be a bit more clear and answer my threshold questions above and we'll see.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771013) |
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Date: February 7th, 2016 4:45 AM Author: claret preventive strike
Brother, I don't have 21 fuckin Hedge Funds in my back pocket, ready to do a reverse triangular merger with a public DE corp. Come on now.
You're not giving me any legal advice I'd be in a position to use for at least 20+ years. You're an atty but not my atty, nothing here establishes an atty-client relationship, etc.
No, that was an adaptation of an LS exam. Anonymized (CorpX etc) to not be outted, to avoid running afoul of copyrights, etc.
What's so hard to comprehend? Another pumo saw it as a straight merger and not a Tender Offer. If you truly need all the facts (I tried to slim it down to just focus on the Williams Act issue), reply to this poast.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771232) |
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Date: February 7th, 2016 5:52 AM Author: Dull stimulating area therapy
OK here's your answer.
First, the XB transaction is a completely separate, independent transaction. It is incorrec to characterize this as a "two-step" transaction. When M&A lawyers talk about "two-step", we are almost always talking about tender offer followed by squeeze out. That is a two-step (for your reference, we also use a term called "dual-track" which means pursuing an IPO at the same time as merger, when you need to raise funds quick and you're not sure which will happen first, but that's a separate issue). It seems evident CorpY wants to acquire CorpX, but does not want the XB business for whatever regulatory, competitive, tax or other reason. So CorpX to make itself attractive to CorpY will spin-off and sell XB to CorpZ as part of a separate, independent transaction. Yes, they are part of the same overall strategy, but legally they are viewed as independent transactions and it is a mistake to conflate them in the manner that you have done.
Now. Is Williams Act TO requirements required to be followed? WRONG QUESTION. Whoever made this fact pattern is either being a trickster, or is lost.
Williams Act simply requires tender offers to follow Rule 14 requirements. It does NOT require you to do a tender offer, and it does NOT tell you what method you should use to merge. CorpY and CorpX have the freedom to CHOOSE whether to do a straight 1-step merger, or do a back-ended TO. Freedom of choice. IF you choose to do TO, then you have to follow Williams Act Rule 14. There are pros and cons to doing a straight vs. TO.
Some key points:
-You CANNOT acquire a public company via the open market outside of the TO rules. Theoretically it is possible, but if you tried to do something like acquire Apple Inc. using your Scottrade account, not only would you trigger 13D, which in itself is not that big of a deal, you would soon find that you are dealing with increasingly hostile, hold-out shareholders who are now demanding an outrageous premium for selling their shares to you.
-The ONLY practical way of acquiring the shares of public target in the open market is through concerted binding offers, which trigger Williams Act
-You can avoid a TO by attempting a 1-step merger, subject to BOD approval and 50% shareholder vote and proxy solicitations and SEC approvals thereof. In this case, Williams Act does not apply whatsoever since you are not making an offer to shareholders for their shares, rather you are asking for approval of a merger.
-If you do a TO, it's typically faster, simpler and sexier, and you will have as a condition precedent getting something like 90% of all shareholders to tender their shares, following which you'll do a take out of the remaining minority holders.
The guy who responded to you in the other thread sounds similarly confused. The question is NOT, "do I need to comply with Williams Act" but rather, "do I want to do a tender offer or a straight merger?" If they want straight merger and deal with proxies and SEC approval of said proxy which is a headache, tell them to go for it. If they want tende offer, then comply with Williams Act and go for it.
Conclusion: your fact pattern is flawed. Either you summarized it poorly and have a poor understanding of the basic premise, or your instructor is a loser. I would love to take this exam for you and just write down "lol wut?"
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771258) |
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Date: February 7th, 2016 4:03 PM Author: claret preventive strike
Ty. The question on the exam wasn't "do you have to comply w/ Williams Act?"
It was "discuss federal securities law issues."
So I went through the usual '33 registration statement, etc. Then later wondered whether I might've missed some Williams Act issue.
So assuming the fact pattern is as I summarized
1. It's not immediately obvious that the CorpY-CorpX reverse triangular merger is a TO; it's up to them
Thus 2. the 21 CorpX bros aren't necessarily required to file 13D?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29773665) |
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Date: February 7th, 2016 2:50 AM Author: Dull stimulating area therapy
Yes. Many of my best friends are people that I have met while working on deals (colleagues, opposing counsel, clients, etc.). Sounds toolish, but whatever. I also drank and partied quite a lot while working and I went to a lot of cool places around the world either for work or for vacation so it's not like I was in my office 24/7 all these years. I've been to UK, France, Spain, Italy, Swiss, Germany, Austria, Netherlands, Sweden, Hong Kong, China, Taiwan, Singapore, Japan, Malaysia, Vietnam and Thailand while I've been working so it's been a good ride.
The hours, the stress and whatnot are pretty bad, but it's not like my friends at other jobs are living stress free lives either. Sure I may work more than them, but I also get paid more.
I know not all people are programmed for this kind of life. I guess I am lucky in that I my personality is a good fit for this lifestyle. Plus I know this ride will end in the next few years (assuming I don't make partner which seems unlikely) so I can get an easier job next time. I'm also in my early 30s so I have time to do something else once I am canned, and I will have saved up quite a nest egg when that happens.
I never got the guys who go through 3 years of.law school and quit after 3 years at a V10 and they are 29 years old. Wtf are you going to do with the rest of your life? Whatever we go through is butter compared to being forced to land on Omaha Beach.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771073) |
Date: February 7th, 2016 3:19 AM Author: dashing ultramarine corner internal respiration
how much do you make
whats your net worth. got "fuck you" money yet?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771139) |
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Date: February 7th, 2016 4:36 AM Author: Dull stimulating area therapy
Its pretty public info how much someone my level makes at a V5 but mid 6 figures.
My net worth is about 1.2 mil not counting car, watches, jewelry, furnishings etc. which would prolly be another 200k in an auction sale. I got lucky with investments and saved well. Also have some land and property coming to me inheritence wise which are in my name and worth a few mil but obvio my parents are currently principal users of.
My investment strategy is to always have liquid on hand and wait for the next bubble to crash then go all in. Works well even though it means you wait a while for a bubble to burst and another two years to wait for it to recover. Always bewilders me why others dont do this. If you have patience and basic common sense it is impossoble not to make money doing this. There are bubbles forming and crashing and recovering in multiple industries and sectors around the world all the time.
Best thing I ever did was never paying money for rent. Used the awesome zero interest pre financial crisis to buy wherever I was living and when I sold bam profit. I netted over 500k after tax doing this alone. The place I own now has increased in valuation by about 20% in the past two years so am looking forward to that as well but obviously its not realized gains yet. Just read the news and google search for bubble every few months. I would have made a lot more if I wasnt restricted into buying just ETFs and commodities/FX, but oh well.
I plan on working until I either get fired, die or have net worth of 10 million, whichever occurs sooner.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29771229) |
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Date: February 7th, 2016 12:00 PM Author: Dull stimulating area therapy
In alphabetical order:
Cravath
DPW
Skadden
Sullcrom
STB
Wachtell
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29772018) |
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Date: February 8th, 2016 3:48 AM Author: Dull stimulating area therapy
What is up with this tendency to try to simplify complex realities into a single sentence?
"Oh Physics is basically explaining how atoms interact."
"Mathematics is basically manipulating numbers"
"M&A law is basically copying and pasting from precedents"
I've never been inhouse BB, but from what I do know, they are making sure we stay honest, making sure we are providing the right type of advice and on a timely and cost-effective manner.
It's not like a traditional in-house role in that the law firm in an M&A deal is not actually directly advising the BB (acting as FA). The FA is the company's outside advisor just the same as the law firm. Since the FA does not have their own separate legal advisor at times, they need to make sure their legal interest are also adequately represented.
Also from time to time BBs will of course acquire or divest business units. Then the in-house will perform a more standard in-house function of ensuring not only that the law firm is doing their jobs but also ensuring deal parameters are within the BB's overall risk tolerance (e.g., fall within set range of break fees, indemnity caps, survival periods, etc.)
At my V5, most of my interaction with BBs is when they are acting as FA and advising the same client as us. There I will just be dealing with the investment banker and not the in-house guy, even though I know he's CC'd on stuff and the banker is talking to the in-house guy behind the scenes. The in-house guys are rarely present at meetings and if they are dialed-in to our conference calls I don't know about it.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29778851) |
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Date: February 8th, 2016 3:31 AM Author: Dull stimulating area therapy
Nobody cares what classes you take in LS. You would want to work in whatever city your target PE is located in. If you want to work for KKR Europe, make sure you're working at a firm in Europe.
Group wise, well it depends on what you want to do at the PE. If its principal investment then you need to do M&A. If it's structuring stuff then do either tax or fund formation work. You need to make sure you're working on PE deals. That's the only real way they get to know you. If you're real good, they'll talk to the relationship partner and ask if they'd be willing to let you go to them. Most often than not the partner will ask you if you want to go and encourage this. Basically the partner is happy to keep you around, but also happy to let you go since it helps the firm's relationship. This opportunity only really arises to talented guys with a real chance at partnership.
Firms basically any of the V5 are fine, but you probably have the best shot coming from STB, DPW and Sullcrom, given the former's institutional relationship with KKR and Sullcrom just because every M&A banker who moved buy-side seems to be enamored with Sullcrom as "the" M&A shop in NYC.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29778804) |
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Date: February 8th, 2016 3:50 AM Author: Dull stimulating area therapy
I know exactly 2 (and none at the top tier), and no, that's not what I meant.
There are various in-house roles within PE. By that, I mean you are either a tax in-house, a formation/structuring in-house, or you are in-house legal for the principal investment business, meaning the M&A side. And there's only like 1 or 2 of each of these guys, so the openings are very rare. They pop-up maybe once every few years or so per shop.
Some of the smaller PE shops don't even have in-house, or maybe have 1 guy that does all of the above. Globally they may be realtively large institutions with a high AUM figure, but each branch is relatively small. I think the average PE shop with 1bn+ AUM has like 15 employees and they'll have 1 in-house if any. KKR/Blackstone/Carlyle/Affinity et al are obviously different beasts altogether.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29778855) |
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Date: February 10th, 2016 4:54 AM Author: Dull stimulating area therapy
Both.
The V30 were brutalized from 2008-2011. The V5 thrived doing high quality public and private M&A deals.
The kids who go to places like Weil had like a 3.4 GPA from my law school. The kids who went to the V5 graduated with 3.6 or above, some were top 5 in their classes. Obviously a smarter group of people.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29795411) |
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Date: February 9th, 2016 2:02 PM Author: Dull stimulating area therapy
Yes.
I wouldn't do something stupid like trying to solo a M&A advisory shop. I also wouldn't be able to market to my traditional clients since they have a panel of firms that they work with and they wouldn't be able to hire me even if they wanted to.
I would probably go into civil and commercial litigation. I'm very good at legal research and have seen pretty much every type of commercial contract imagineable as a result of thousands of hours of due diligence. I have friends and acquaintances asking me for legal advice in those areas all the time and I think it would be a fun profitable business. I would need to hire a good partner who has experienced litigating in lower trial courts so he can educate me on the procedural portions.
Or I may simply do bankruptcy or real estate law. I've worked on a few bankruptcy cases (363 auctions) and real estate project finance deals, so it shouldn't be too hard to service low-expectations clients for a nominal fee.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29788286) |
Date: February 11th, 2016 2:07 AM Author: emerald exciting kitty
obvs you're american (maybe british) because of your impeccable english
obvs you're foreign due to the time that you poast
obvs you're in NYUUG's crew due to the hilarious "HYPing" you did of him (mentally ill on his part - you have to admit that gave you some pause)
did you flee the country as well? thoughts on r/asianmasculinity?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29802124) |
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Date: February 28th, 2016 9:27 PM Author: Dull stimulating area therapy
Did you hear that from your Investment Banking 101 professor at Penn State? Lulz. Let me go to work on you:
1) MOST M&A deals are small private asset acquisitions or joint ventures. These create IMMENSE strategic and economic value for these small-cap companies, who can no longer grow organically. Some companies have little experience doing a certain business in [x] jurisdiction and the only way for them to be able to do so is through a JV with an experienced partner. Or you need to acquire land or a factory to expand your business, and you don't have the 5+ years it will take to get all the regulatory approvals and permits and construction time to build it, so you need to buy a factory. Or you are sick of getting ripped off in the spot market for crude so you want to buy downstream resources?
2) The Rockefellers, Carnegies and Rothschilds of the world created their empire through M&A, idiot.
3) "Empire building" M&A is in many ways a dumb move and they end up divesting eventually, but at the same time it achieves the important goals of consolidating certain industries, increasing competition and has a significant political on the players. Perhaps it's not "economically valuable" but it certainly creates other forms of value.
4) Bank of America merging with Merrill Lynch saved thousands of jobs and prevented further economic meltdown.
5) Countless distressed companies have been saved through significant capital investments or mergers with 3rd party buyers (GM, Chrysler, pretty much the entire airline industry).
6. The entire "government bailout" during the financial crisis was an M&A transaction.
Pretty much everything you eat, drink, use, sleep on, and everything that makes those same exact things, are the product of M&A.
M&A is the absolute key driver in creating economies of scale. Just lol at the concept of a company growing "organically" into a multinational. Just lol.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940124) |
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Date: February 28th, 2016 9:37 PM Author: Dull stimulating area therapy
Your statement: "most M&A deals don't create value"
My response: Multiple examples of how M&A deals create economic, social and political value. Economies of scale = the pie getting larger, idiot.
Your TTT passive-tense counter-response: "buubuubut it is not inconsistent!"
p.s. Illiterate idiots who end sentences with "btw" should be gassed. At least your Big State U taught you how to spell "gook" properly, idiot.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940190) |
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Date: February 28th, 2016 9:47 PM Author: Dull stimulating area therapy
Exactly how did Rockefeller fail to create value through M&A?
What you are too dumb to comprehend (which btw is why you are reverting back to your childlike state of personal attacks since that's all you ever learned to do from your fat oaf low class parents when confronted with confusion) is that M&A enables economies of scale which makes the size of the pie larger.
To put it in a simple one-liner that proles like yourself seem to understand, when you achieve economies of scale, the whole is greater than the sum of the parts.
Did you not take economics, like ever?
"Bbbbubububut 1+1 = 2!!!" Yeah, explain how GDPs and stock markets continue to grow in volume and number of jobs constantly increase.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940310) |
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Date: February 28th, 2016 9:52 PM Author: Infuriating market roommate
brother, your first instinct when someone takes a contrary position is to attack their educational credentials. you must be in your thirties. think about that for a second.
you really don't need to explain basic economics to me but it's good to see you grasping your way towards making a real point.
all you have demonstrated is that M&A deals CAN add value.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940359) |
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Date: February 28th, 2016 9:57 PM Author: Dull stimulating area therapy
You clearly still don't understand.
The creation of the global economy, and MOST economic growth that happened in the last couple hundred years was the direct result of M&A. It's not a matter of whether M&A deals add value, it's a matter of how much of global economic growth is NOT the product of M&A.
The industrial revolution, the railroads, post-war economic expansion, that was all enabled by M&A. Every single company starts off as a 1 person endeavor. To transform into an enterprise that can build a railway across the entire fing country, or sell bullets or bread to all of Europe, requires a buttload of M&A activity. Read a fing book.
And the reason I questioned your education is because the very fact that you even made your OP indicates you somehow failed to learn this rather simple concept.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940398) |
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Date: February 28th, 2016 10:36 PM Author: Dull stimulating area therapy
The REAL question which you should have asked is, "how much economic growth could have happened without M&A" or "how much economic growth is derived through organic growth" or "is M&A derived economic growth inefficient/harmful to society?"
It is settled history that the industrial revolution and the robber barons were major factors of the boom in America's economic development in the 19th century. As we all know, the Rockefellers and Carnegies were the forerunners of vertical integration" and "horizontal integration" back when the Williams Act did not exist. During the Civil War you pitted individual factory owners against the large consolidated corporations of the North - guess who won?
This historical fact raises lots of interesting questions, none of which are "was value created." Rather you have educated scholars arguing about:
1) whether the Williams Act suppresses economic growth by limiting the growth capacity
2) whether the industrial revolution would have happened without the creation of monopolies and trusts, and the impact anti-trust regulation has on the economic development of developing nations
3) are industry consolidations good for the economy?
I know I'm repeating myself, but M&A happens, and there is a strong correlation between M&A and economic growth. Now you could make a case that large scale M&A that results in industry consolidation may not be the best, or over-diversification leads to too much risk and downside, but your initial premise itself was basically challenging a settled matter of fact and you were simply barking up the wrong tree.
Some additional facts:
1) Large entities can mass produce items cheaper than small entities (you become large through M&A)
2) Large entities employ more people than small entities (more income generated for more people and more taxes paid to the government)
3) Large entities suffer from less inefficiencies in production and R&D, support staff, etc., thereby resulting in a net reduction in deadweight loss.
4) Large entities require more sophisticated regulations and regulators (results in a more sophisticated system of laws and regulations)
This ish is complicated as all hell, and to try to narrow it down to a simplistic matter of "creating value" is patently moronic. This is why one of the big things the World Bank and IMF always try to do is encourage more FDI (foreign investments in local enterprises) in developing countries. You also have pretty much every developed country trying to block crossborder M&A through protectionist policies since they perceive the social net loss as outweighing the potential economic gains.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940753) |
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Date: February 28th, 2016 9:48 PM Author: Dull stimulating area therapy
The local autoparts supplier that has a LTC worth $200,000 annually with some out of state company for example and they want to get out of it. Or something like that.
Yes I did a clinic in law school so I've done depositions before.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29940322)
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Date: March 4th, 2016 12:04 AM Author: Smoky hell newt
You seem like a good dude. Overly aggressive and passionate about your work, but if that really fulfills you then great.
Serious Q: Midlevel, V20 M&A. I'm not smart or interested enough to be really good at this stuff. Don't get the high profile deals, but I'm competent enough for them to keep me around and run smaller deals. I have no delusions of making partner (nor would I want to ever be a biglaw partner). Want to stick around a couple more years and save as much as I can before getting shitcanned. How do I find a shitlaw/midlaw M&A job with at least $150K salary? Recruiters I talk to mostly have NYC/DC/CA biglaw lateral openings. My ideal situation would be a 40-50 hour week and cruising by at a smaller shop in ARECOUNTRY where expectations are lower.
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#29976135) |
Date: September 11th, 2018 3:10 AM Author: Dull stimulating area therapy
Since this was bumped and people asked, thought I’d give you all an update:
I’m up for partner this year, I will find out in a couple of months. No idea which way it will go, although my mentor partner (who is essentially our firm’s COO) says things look good. Practice heads from other teams have been really nice to me in recent months, reaching out to me for random stuff and thoughts, which was very random but I’m taking it as a good sign.
I have no book of business (other than a couple of minor deals I sourced through law school classmates and other friends). I grind hard, bill a lot and do good work. I’ve also been super busy this year, nearly to my first-year level hours, often going past 80 hours a week. Last week was my first “slow” week at 35 or so hours in months.
But again, I have no expectation of making it, and have backup plans in place in the likely event I’m told “maybe next year buddy.”
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#36785971) |
Date: September 19th, 2018 12:19 AM Author: flatulent glittery heaven shitlib
what do you think about startup/VC corporate law as a practice vs. PE M&A vs public M&A?
(http://www.autoadmit.com/thread.php?thread_id=3120329&forum_id=2#36838031)
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