It’s no secret that the M&A markets have been busier than ever of the last 18 months. Here, UK Legal 500 editor Georgina Stanley asked some of those set to dominate the City deal market over the next 10 years to take a short break from their negotiations to share their tips for success. All 10 of the lawyers featured over the coming pages have demonstrated the client relationship and transactional skills required to secure their spots as Next Generation M&A partners in the UK Legal 500 2022. From the deals that have defined their careers, through to the importance of staying calm in a crisis and the growing significance of ESG considerations and legal tech, they offer their insight into the profession and its future.
SLAUGHTER AND MAY: SALLY WOKES – Partner since 2015
1 – Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
I unexpectedly fell in love with it in my first seat at the firm. It was the boom before the bust of 2005, and I found the pace and energy of what was happening in the group a huge draw. Ancillary to that, I have to say Melissa Fogarty, who was my first supervisor, and who has now gone on to be the co-head of London corporate at Clifford Chance.
2 – What has been the absolute deal highlight of your career so far and why?
Acting for Walmart on the sale of Asda to TDR/the Issa Brothers. Being on the sell-side of a highly competitive auction for a national asset felt like a once in a lifetime experience.
3 – What are your top tips for those looking to become M&A partners?
Join Slaughter and May! Joking aside, and as cheesy as it sounds, I think the key to being successful is to ensure that you actually enjoy what you do. That’s the only way this job is sustainable, given you have to pour your whole self into the role.
4 – How do you think practising M&A law is going to change in the coming years?
Tech is clearly going to evolve in ways we can’t yet envisage but will likely have a dramatic impact on our working practices – I’m convinced emails will be a thing of the past before too long! But my real hope is that the body of professionals involved in M&A evolves into one which is a lot more courageous, forward-thinking, and diverse than it currently is (without dismissing the huge strides we have made in recent times).
WEIL: MURRAY COX – partner since 2016
1 – Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
I did my training contract at a firm in South Africa where I had a lot of exposure early on in my career to different kinds of work. I saw then that doing M&A would involve meeting lots of interesting people and learning about different kinds of businesses. William Underhill at Slaughter and May is still a huge inspiration.
2 – What has been the absolute deal highlight of your career so far and why?
Selling Gatwick Airport for Global Infrastructure Partners is probably still the highlight for me. It was the first big deal I did as a new partner in the driving seat. I had an amazing team of associates and it took the best part of a year to negotiate and close. On the day that we were supposed to sign, having endured a succession of all-nighters, those drones came over and the airport closed for the best part of a week. It was surreal. To their great credit the buyers didn’t flinch.
3 – Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
A deal I once worked on failed because a third party (whose consent was required) didn’t do what was expected of them. That this happened was a mis-prediction on the part of the client and its lawyers and other advisers. What everybody had failed to appreciate, but which became painfully obvious with hindsight, is that the third party was affected by the deal in different capacities. By focussing on only the most salient of those, the others had been overlooked. What I learnt from this is to pay closer attention to how all stakeholders, not just the parties in the room, might be affected by the deal.
4 – What do you think are the key skills you need to succeed as a lawyer operating at the top of the public M&A markets now?
Keeping your emotions under control is critical both when dealing with clients and counterparties, as well as for the sanity of your own team. Being well-prepared and practised in your delivery are also important in gaining the confidence of a board or executive committee.
WHITE & CASE: HYDER JUMABHOY, partner since 2019
1 – What has been your deal highlight over the last 12 months and why?
2021 was a monumental year for White & Case’s EMEA financial services M&A practice, and for me personally. In 2021, our London M&A team advised on > $25bn of financial services M&A deals and I advised on my 65th financial services M&A matter. My highlights included representing The Co-operative Bank on its £3.2bn bank balance sheet re-calibration exercise and representing Nordic open banking platform provider Tink, on its €1.7bn sale to Visa.
2 – What do you think are the key skills you need to succeed as a lawyer operating at the top of the public M&A markets now?
The three skills I value most are:
- Putting the client first. Clients have their own internal stakeholders and competing demands on their time. The simple question ‘what would work best for you?’ goes a long way.
- Deep understanding of the market. Legal capability is taken as a given for any senior lawyer within any top law firm. The hallmark of an exceptional lawyer is the ability to digest a client’s needs and mould legal building blocks.
- • Resilience. Not every pursuit or idea will yield a successful result. It takes fortitude to not lose heart. Request feedback and learn for the next opportunity.
3 – What are your top tips for those looking to become M&A partners?
- Love what you do. Passion is infectious. When you genuinely share your clients’ enthusiasm for their industry and commercial objectives, they will notice and it will filter into the advice you deliver.
- Become an industry expert
- Do not be afraid to ask questions, and really listen to the answers. It is better to ask and risk appearing foolish, than to assume incorrectly and make foolish mistakes.
- Be yourself, and support others to be themselves. M&A is a team sport. When everyone feels confident and supported, the team as a whole will far exceed the sum of its parts.
- Play to your strengths. Never promise a client or a colleague something you are not sure you can deliver.
ALLEN & OVERY: CLAIRE COPPEL, partner since 2020
1 – Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
I loved the buzz and fast pace of corporate finance and M&A on my vacation scheme and during my training contract. I was particularly inspired as a trainee and junior associate by the managing partners of the London M&A team at the time – Andrew Ballheimer and Richard Browne – and my supervisor in corporate – Richard Hough: they had a tangible sense of ambition to grow the profile of the A&O corporate team so that we would be mentioned in the same breath as our UK-based rivals and I wanted to be a part of that.
2 – What has been the absolute deal highlight of your career so far and why?
It would have to be a deal I did as a senior associate, that allowed me to prove my partner potential – acting for Virgin Money on its share for share takeover by CYBG. At the time Virgin Money had an all-female leadership team in Irene Dorner, as chair, and Dame Jayne-Anne Gadhia as CEO. We worked intensely with the board and Jayne-Anne’s executive team and the relationship partners at the time allowed me to be front and centre.
3 – What do you think are the key skills you need to succeed as a lawyer operating at the top of the public M&A markets now?
The first (more to do with deal-doing than the shape of the markets) is the ability to structure effective deal teams to whom you can delegate appropriately because it’s important to be able to step back, retain sight of the overall picture and stay close to your client’s objectives, in a world of complex, detailed issues generating thousands of emails.
The second is adaptability – to be an effective adviser, you should be able to advise through the life cycle of a business, from growth and good governance, to IPO, through to public takeover, and also, in a downturn, on reorganisations and restructurings.
4 – What are your top tips for those looking to become M&A partners?
In the business of M&A, it’s key to build trust among your clients – trust that you want what is best for them and trust that you will deliver. Invest time in clients who value legal advice because those are the most fruitful relationships.
ALLEN & OVERY: ALEX TILLEY, partner since 2020
1 – What has been the absolute deal highlight of your career so far and why?
Advising Liberty Global on its fixed and mobile UK telecoms joint venture in the UK to create what is now Virgin Media O2. We negotiated the transaction over a relatively short period right at the start of the first Covid lockdown, and it was amazing to watch a huge team adapt and still find a way to get the deal agreed.
2 – Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
I worked on a number of deals as an associate where issues arose as a result of the unwillingness of those involved (clients/advisers) to challenge something that was being proposed, on the basis that it didn’t seem to make sense. As a result, I am perfectly happy asking the “silly question” and, more often than not, when you ask the question it becomes clear that others had similar concerns.
3 – What are your top tips for those looking to become M&A partners?
Work on as many deals as possible and try and get a wide range of experience acting for different types of clients on a variety of deal structures. Also work for a range of partners so you can pick and choose the parts of their working styles you like best when developing your own working style.
4 – How do you think practising M&A law is going to change in the coming years? What do you think will have the biggest impact?
There is going to continue to be constant change. One that is clear at the moment is a shift in the types of client doing big M&A – we need to move away from solely building relationships with traditional staple clients (eg PLCs and other big corporates) and focus on other sources of capital that are increasingly active in M&A as well.
LINKLATERS: DEREK TONG, partner since 2019
1 – Why did you decide to become an M&A lawyer? Was there anyone who inspired you early on in your career?
I sat with the M&A team in my second trainee seat and within a fairly short period I knew that I really wanted to qualify into that team. It felt like the M&A lawyers were at the centre of all the action and had more exposure to the broader commercial and strategic drivers for the deal. One of my mentors was our former corporate partner Iain Wagstaff, who sadly passed away a few years ago – I learnt an immeasurable amount from him and he was definitely one of the people who has inspired me most during my career.
2 – What has been the absolute deal highlight of your career so far and why?
The Just Eat Takeaway.com merger was probably the deal highlight of my career so far. It was a truly transformative transaction and had just about every complex public M&A issue arising on the same deal.
3 – How do you think practising M&A law is going to change in the coming years? What do you think will have the biggest impact?
Without a doubt LegalTech is going to make big changes not just for M&A lawyers but across the board. Tech tools have already improved efficiency and have automated some of the more time-intensive administrative tasks, such as AI-assisted due diligence, meaning that junior lawyers’ time can be freed up for more substantive and complex work.
Tech is also a great enabler when it comes to D&I which I’ve also seen an increased focus on, not only from clients but also internally at Linklaters. We aren’t going to achieve proportional representation overnight but is absolutely an area we are going to see increased focus and real change in the near future.
LINKLATERS: FIONNGHUALA (FINN) GRIGGS, partner since 2017
1 – Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
I started off my training contract with Linklaters sitting in the M&A team and quickly realised that I really valued and enjoyed the opportunity to work closely with clients on strategically important transactions, and to work with a broad range of teams and offices within the Linklaters network. It’s a great way to build relationships. During that first seat I worked on a demerger of a company and its UK listing, and 15 years on I am still working with that company as a key client of the firm – which is a real testament to the opportunities that you have as an M&A lawyer to build relationships and become a trusted adviser.
2 – Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
A recurring theme for me during my career has been the importance of flexibility, which often means making the most of opportunities as and when they arise, even if they weren’t part of my original plan. For example, when I was about four or five years post qualification, I was asked to spend some time working in our financial regulatory group. I hadn’t planned on spending time within Linklaters outside the M&A team but, given that M&A markets were quiet and our Financial Regulatory Group was busy, it made sense to refocus efforts for a few months Looking back, I am so pleased to have had that experience – it gave me a much better understanding of the regulatory regime that my clients work within, and of the work carried out by my Financial Regulatory colleagues. It also gave me the chance to work on bank consortia arrangements, which has been a great stepping stone for the JVs and consortia deals that we see in the Fintech space.
3 – What are your top tips for those looking to become M&A partners?
Put your client at the heart of what you do – each client will have their specific objectives and their preferred ways of working with their lawyers to achieve that objective, and our role as M&A partners is to support that.
Empower your teams to deliver M&A transactions alongside you, and then to maintain the relationship with clients after the deal is done. One of the best parts of this role is seeing my team progress and step into the role of leading on client relationships.
Keep a sense of perspective – we work on high profile and challenging transactions, but ultimately being an M&A partner is about not only what you do but how you do it. Culture is so important within a team – no matter how big the transaction or how important the outcome, I always want to be able to look back and feel that I managed the deal and worked with our team and the client in a way that is consistent with my values and the values of the firm.
CLIFFORD CHANCE: KATHERINE MOIR, partner since 2016
1 – Why did you decide to become an M&A lawyer?
For the buzz, the teamwork, strategic problem solving, and intensive client contact – the opportunity to really embed relationships through a deal.
2 – Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
A structuring issue was identified late in the day on a deal I was working on. We found a route through by having lawyers on all sides brainstorming together. Trying to fix complex structuring issues requires many heads and constructive engagement – do not sit on your own trying to solve it!
3 – What are your top tips for those looking to become M&A partners?
It’s a marathon not a sprint so, make sure you enjoy life along the way!
4 – How do you think practising M&A law is going to change in the coming years?
As a single parent with two small people in my life, I would really like to see the way we practise M&A adapt to enable lawyers to spend more time with their families (or indeed, whatever they would like to do in their free time). Covid proved that deal-doing can be adapted when necessary, ie to allow deals to be executed entirely remotely. Sadly, Covid also exacerbated the ‘always on’ culture; a culture which is not conducive to a long career in the law, in my view, and we are losing some excellent lawyers from the profession as a result. Resolving that issue is far from straightforward, in particular given the markets-driven nature of public M&A, but where there’s a will, there must be a way. Perhaps a combination of the following might start to move the dial (other ideas welcome!): careful team structuring; consultation with co-advisers around project management; a willingness and ability to be open about commitments outside of work; and understanding from clients.
HERBERT SMITH FREEHILLS: CAROLINE RAE, partner since 2016
1 – Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
Once I had decided to become a lawyer there was never a doubt that I would specialise in M&A. When I was younger, I wanted to be in the cCty and to work on deals on the front page of the FT. For me, that meant M&A and it never crossed my mind that I would do anything else. It was a great source of disappointment when I realised that lawyers never get mentioned in the FT of course… but by then it was too late. When I interview graduates, I do encourage them to have an open mind about different areas of law, but I confess for me it was only ever M&A.
2 – What has been the absolute deal highlight of your career so far and why?
For me, the highlight is National Grid’s £7.8bn acquisition of WPD. It had everything you could want in a deal – high value, high profile, competitive, complex, fast paced and transformational for the client. That is the kind of deal you become an M&A lawyer for in my opinion.
3 – Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
Lehman Brothers collapsed not long after I qualified and it felt like I moved from working on high profile public M&A deals to rescue rights issues overnight. It was one distressed capital raising after another and not really the M&A dream I was hoping for when I started out. Once the markets picked up, I shifted back into M&A and, whilst it was an exhausting period of my career (more all nighters than any junior lawyer deserves), I look back and realise it was great experience for me at that stage of my career. It gave me the opportunity to learn first-hand how equity capital market deals work, which is a helpful tool for M&A lawyers, and also to spend a lot of time in the board room during critical moments for listed companies.
4 – What are your top tips for those looking to become M&A partners?
Start networking and building relationships early on in your career and do what you can to support and help others succeed in their own careers – those relationships will be important for years to come. Invest in the junior lawyers in your team – you can only be a successful M&A partner if you have a great team around you and it is a joy to watch your juniors become excellent lawyers and support you on deals.
SHEARMAN & STERLING: NICK WITHERS, partner since 2020
1 – What has been the absolute deal highlight of your career so far and why?
The refinancing of Eddie Stobart plc in late 2019 was a real highlight. Being able to navigate a complex situation, working as an integrated team with our financing colleagues, and deliver a great result for our client was very satisfying, doing so to save a company that is a household name even more so. After the transaction closed our client received a letter of thanks from one of Eddie Stobart’s long serving employees for saving the company, which really brought home the real-world significance of what we did.
2– What do you think are the key skills you need to succeed as a lawyer operating at the top of the public M&A markets now?
The minimum requirements are high technical skills and the ability to manage complex matters under significant pressure, but in order to be really successful you also need to be able to engage meaningfully with clients, in terms of the way they consume legal services, the overall priorities of their organisation and on a personal level. You need to be able to make sure clients understand that their interests are absolutely at the heart of everything you do, and most of all you need to make sure they are never surprised!
3– What are your top tips for those looking to become M&A partners?
You are your reputation and people don’t remember your clever legal points; they remember your willingness to roll up your sleeves, put your ego aside and help your client get the deal they want done. Most of all they remember what you were like to deal with when the pressure was on.
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