So you like being an M&A (mergers and acquisitions) lawyer. Wonder if M&A work is different in-house compared to private practice? It’s just slightly different. Like maybe about 90% slightly different.
If you’re an M&A lawyer at a firm, your main responsibilities on a deal will be to draft the purchase agreement and other documents, actually review all of the due diligence on the company to be acquired, advise on and negotiate various legal issues, and keep track of everything that needs to be signed, filed, and otherwise happen from a legal standpoint to “close the deal.” The other primary value that outside M&A counsel provide is to inform on what’s standard and market in M&A deals and arrangements. This all sounds like a lot. And it is.
But because the tasks required of outside counsel are pretty much “pure legal” items, they’re a fraction of the amount of work that needs to be done by the in-house M&A attorney, who gets to manage all of the above, plus much of the non- or pseudo-legal stuff that the rest of the company actually cares about…
A lawyer who lacks self-confidence feels compelled to run down every issue, make every argument, and depose every witness. After all, if you choose to make an educated guess about the importance of a tangential issue, or whether to omit a plausible (but likely losing) argument from a brief, or whether to incur the cost of deposing a just-barely-relevant witness, all may be lost. You might lose the case, and the recriminations would never stop. Better to leave no stone unturned than to leave yourself at risk of being second-guessed.
That’s one reason to hire lawyers with a little self-confidence. They’re willing to take intelligent risks where it makes sense to do so.
Which brings us to the topic of today’s post: Compliance due diligence.
If your company’s considering an acquisition, you can simply outsource the entire compliance due diligence process. Hire Big Firm, ask it to handle due diligence, and wait for the results. No muss, no fuss.
“Aww, Matt, why do you have to go around giving us a bad name?”
Ever since Matthew Kluger was charged in a massive insider trading case, involving an alleged conspiracy that spanned 17 years and generated more than $32 million in profit, the foregoing question could be asked by many groups: Cornell grads, NYU law grads, Cravath lawyers, Skadden lawyers, and Wilson Sonsini lawyers.
Tonight we can add more groups to the list: Fried Frank lawyers, and gays — specifically, gay dads.
As reported by the Wall Street Journal earlier tonight, Matt Kluger worked at yet another major law firm: Fried Frank. After he was fired by the firm in 2002, he sued, claiming that partners there discriminated against him because he’s gay — and a father of three, with parenting responsibilities.
Just when you thought this case couldn’t get any weirder, it just did. Matthew Kluger is gay. And a dad. With three kids. Thanks for sending America such a positive image of LGBT parents, Matt!
Let’s take a closer look at Kluger’s suit against Fried Frank — and additional details about Matt Kluger’s complicated personal life, gleaned from ATL tipsters….
There’s no contest today for Lawyer of the Day honors. The clear winner is Matthew Kluger, a former associate at three leading law firms, who has been charged in a massive insider trading case. Kluger stands accused of reaping more than $32 million in profit over the course of a 17-year conspiracy, which also allegedly involved a trader, Garrett Bauer. (Kluger and Bauer might not be as big as Raj Rajaratnam, who’s pretty hefty, but their supposed scheme is nothing to scoff at.)
The charges were filed by Paul Fishman, U.S. Attorney for New Jersey (disclosure: my former office). Fishman claims that Matt Kluger passed along insider information that eventually made its way, via an unnamed co-conspirator, to Garrett Bauer, who traded on it. According to the complaint, Kluger and Bauer invested more than $109 million in the scheme, which yielded profits of more than $32.2 million.
Where did Kluger allegedly obtain the inside information? From the three Biglaw firms where he once worked on M&A deals….
Ed. note: The Asia Chronicles column is authored by Kinney Recruiting. Kinney has made more placements of U.S. associates, counsels and partners in Asia than any other recruiting firm in each of the past six years. You can reach them by email: email@example.com.
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