PE M&A Attorneys
Just joined the site, hopefully a PE attorney who is totally fine making less money and being far less cool than his PE clients/counterparts is welcome here. I worked in private equity shortly before going to law school so I've always loved the industry and still keep up on all things finance/M&A.
I'm actually curious what pisses you off the most about your attorneys/working with M&A attorneys?
Not letting me insider trade
For me, the positives and negatives of attorneys revolve around their ability to switch their thinking from legal to economic. The best attorneys are those who can hear an economic concept and seamlessly design the legal structure necessary to accomplish it; the worst are those who can regurgitate legal documents they've seen before that have nothing to do with the transaction at hand.
For example, when I was at a boutique banking firm, we worked with a lawyer who could have started as an MD in IB the next week and been fine. He understood the rationale for the transaction and therefore how to navigate the relatively complex capital structure surrounding it. He was expensive but totally worth it.
On the flip side, we were working on a deal where the buyer and seller had (big shocker) different growth visions for the company. We really didn't want to do an earnout because (a) earnouts suck, and we told the buyers that an earnout wouldn't work for us. They must have come back five times, each time calling their earnout something new. "Risk sharing." "Value incentive." "Performance target." And each time, when we said "uhh...that's an earnout," their lawyers would get super frustrated and try to argue with us over why it wasn't, because it had a different name. That transaction eventually got done, but it sucked.
That's really interesting point and I've heard the same internally re who the best attorneys are. One interesting thing I've noticed, sometimes it's very difficult to tell if the other side's business folks are nuts or if their attorneys are nuts (or maybe both). Like there will be something insane in the markup to the purchase agreement and we have no idea if it's just the attorneys or the business folks proposing totally left field/off market stuff. The best deals seem to be PE-PE transactions since both sides really know quite well what is OK vs. not.
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