M&A Attorney: A Day in the Life

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John Marzulli, a partner in the law firm of Shearman & Sterling, focuses on international corporate finance, specializing in cross-border mergers and acquisitions.

A partner in the Mergers & Acquisitions group of the law firm Shearman & Sterling, New York-based John Marzulli focuses on international corporate finance, specializing in cross-border mergers and acquisitions. He devotes much of his time to acquisitions of publicly traded companies, defensive assignments, privately negotiated acquisitions and divestitures of stock, assets and joint ventures. He joined the firm in 1980 and headed its U.K. M&A practice in London from 1990-1996.

How did you come to specialize in M&A?

I am what you would call a "lifer" at Shearman & Sterling. I attended law school at NYU and was a summer associate here after my second year. After graduation, I did a clerkship but then returned to S&S and have remained here for 26 years.

I was set to become a litigator, but became a corporate lawyer. I assumed I'd be at S&S for a few years, but discovered the work was too challenging to leave. S&S has historically had a cross-border practice, so much of my experience - even as a young associate - was cross-border.

Working in M&A was an accident. As an associate, I was assigned to M&A and quickly developed an affinity for it. I've done M&A work for 22 years, spending six years in our London office, where I moved as a young partner. I was the first full time U.S. M&A lawyer to be exported overseas by the firm. I was successful partly because of my willingness to listen to other ways of doing things.

What's a typical day like for you?

It varies and is what keeps you interested and devoted to succeed. There's always something new - a new business, culture or form of transaction. I generally work on international cross border transactions from New York. I might do an entire deal through electronic means, communicating with people on the phone and e-mail. Other times, contact is in-person and there's constant travel. In one deal, I made 14 trips to Europe in 17 weeks.

Much of my work involves planning. It's much different working at a senior level, where you're responsible for later stage execution. Now, I'm involved in the early stages of a transaction, where I'll sit down with the principals and try to understand their goals and help analyze risks. From a legal perspective, it's designing a path from where the client is to where it wants to be. Clients want us to do many things: antitrust, or work with industry regulatory bodies. Often there are roadblocks to deals such as special litigation, contingent liabilities and problems at the target company.

A challenging transaction was the 2005 deal that resulted in the formation of Mittal Steel N.V. At the time, Ispat International, N.V., a publicly traded company controlled by the Mittal family, acquired a privately owned sister company five times its size, also controlled by the Mittal family, for stock. It was also simultaneously acquiring International Steel Group for $4 billion in cash and stock. Because of the size of Mittal, which is a private entity, it wasn't possible to rely entirely on traditional "public company" due diligence and merger agreement terms. Also, the bankers and the boards of directors of the respective companies had to anticipate the trading value of Ispat stock after accounting for the acquisition of the private Mittal company. Still, the valuation was necessary because that was the acquisition currency for ISG. Also, Ispat/Mittal was a Dutch company listed on Euronext Amsterdam and the NYSE, so we needed to harmonize Dutch, Euronext, NYSE and federal securities laws.

What advice would you give to students hoping to break into the business?

Get a real summer job. Especially after your first year of law school, find a small firm that will hire you as a first-year law clerk. After a year of studying law solely as an academic discipline, it will do wonders to see action in the real world.

I don't think that majors really matter. First-year associates have varying degrees of sophistication and knowledge about what we do, but after 9-12 months those initial variations should be equalized by work experience. I encourage law students to get jobs with law firms, both after their first summer and part-time during the school year. Practical work experience provides a great head start.

I also recommend clerkships, even if you intend to be a corporate lawyer. In a sense, judges and their clerks work more like corporate lawyers than litigators - they're not advocates but need to hear every side of an argument. Corporate lawyers frequently work the same way.

What advice would you give to junior staffers?

Get as broad an experience as possible. Rotate through different practice areas, even though it may make your life a little harder. The price paid in starting over again will be rewarded later when you can speak authoritatively about a wider range of issues.

It's a challenge, but you have to find the right balance between your personal life and work. Communication is key. It's important whether you're managing the expectations of clients or your significant other. People don't like to be surprised. The M&A business is rarely predictable, so maintaining effective lines of communication is even more difficult, and therefore more important. My wife supports me because she understands what I do and is as committed to my work as I am.

What do you think people that want to work in M&A law should be reading?

If you're interested in M&A, or business and commercial law, the best thing you can do is read The Wall Street Journal. The danger is the belief that all you need to know is the law. Reading the Financial Times, Fortune and Forbes helps you understand the business context in which we work and the business issues that clients are wrestling with.

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