M&A = THE most overrated practice group Forum

WhirledWorld · Post by **WhirledWorld** » Wed Oct 22, 2014 8:48 am

The myth: M&A lawyers negotiate deals whole cloth.
The reality: Literally every important deal term is negotiated and agreed upon before anyone even talks to a lawyer. Management only calls lawyers (begrudgingly) to "paper" the deal after the term sheet is already taken care of.

The myth: Deal lawyers are confidants to the entire C-suite. They're the first person the CEO calls when shit hits the fan.
The reality: Deal lawyers get shat on by 21 year-old analyst interns. The only time management calls is to scream at you.

The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.

So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.

The myth: M&A lawyers are the "closers."
The reality: I really like this one because nobody, NOBODY, is more likely to kill a deal than the lawyers. Deal lawyers will fight tooth and claw over the most insignificant provisions, losing their hair and their marriages to win points for something the client doesn't really care about (because if they did, it would have been in the term sheet so that the lawyers couldn't fuck it up -- see above).

The myth: M&A lawyers are the most "lawyerly" of corporate practice groups.
The reality: By the time an M&A lawyer gets his hands on drafting part of a purchase agreement, your counterparts in debt/equity will already have negotiated entire credit agreements.

The myth: M&A lawyers "quarterback" the deal.
The reality: If by "quarterbacking," you mean "secretarial project management work that involves harassing tax and ERISA folks who literally bill half as many hours as you" and by "deal," you mean "all the terms not significant enough for management to look at," then OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period.

minnbills · Post by **minnbills** » Wed Oct 22, 2014 8:58 am

Tip 'o the hat

180asBreath · Post by **180asBreath** » Wed Oct 22, 2014 9:18 am

I didn't think anything on TLS could make me laugh harder than this:

"The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex"

Until I read this:

"OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period."

Thank you.

Outed for anon abuse.

Anonymous User · Post by **Anonymous User** » Wed Oct 22, 2014 2:09 pm

As someone currently doing a rotation through M&A, this is absolutely correct, albeit pretty florid. Most miserable practice area ever. I'm just glad I'm not stuck here.

On the other hand, I do have the distinct impression that M&A attorneys have the most broad-based exit options and are taken the most seriously for generalist in-house positions, if only because you've stared at ("diligenced") enough terrible, irrelevant contracts drafted by incompetent in-house attorneys to at least know the basic mistakes.

Bildungsroman · Post by **Bildungsroman** » Wed Oct 22, 2014 2:11 pm

Being an M&A lawyer is a good choice if you graduated from law school but don't want to practice law.

baal hadad · Post by **baal hadad** » Wed Oct 22, 2014 2:12 pm

Those commas don't place themselves tho

FSK · Post by **FSK** » Wed Oct 22, 2014 2:25 pm

Why the hell did I go to law school again?

84651846190 · Post by **84651846190** » Wed Oct 22, 2014 2:39 pm

flawschoolkid wrote:Why the hell did I go to law school again?

because of your eagerness to please corporate masters

DELG · Post by **DELG** » Wed Oct 22, 2014 2:43 pm

Bildungsroman wrote:Being an M&A lawyer is a good choice if you graduated from law school ~~but don't want to practice law~~ are grasping for something to finally give you the balls to take your own life.

Calvin Murphy · Post by **Calvin Murphy** » Wed Oct 22, 2014 2:51 pm

How does the CEO (or whomever else you'd place at the top of the totem pole) handle all of the dick sucking? I mean...does he not get to a point where he has no more loads? It sounds like an awfully difficult place to be.

patogordo · Post by **patogordo** » Wed Oct 22, 2014 2:52 pm

Calvin Murphy wrote:How does the CEO (or whomever else you'd place at the top of the totem pole) handle all of the dick sucking? I mean...does he not get to a point where he has no more loads? It sounds like an awfully difficult place to be.

you know how they say "that guy is loaded?"

DELG · Post by **DELG** » Wed Oct 22, 2014 2:55 pm

Calvin Murphy wrote:How does the CEO (or whomever else you'd place at the top of the totem pole) handle all of the dick sucking? I mean...does he not get to a point where he has no more loads? It sounds like an awfully difficult place to be.

When he's not getting his dick sucked he is drop kicking people trying to suck his dick.

bjsesq · Post by **bjsesq** » Wed Oct 22, 2014 2:55 pm

TLS poster MSPeast practically salivating about M&A work.

JusticeJackson · Post by **JusticeJackson** » Wed Oct 22, 2014 2:58 pm

WhirledWorld · Post by **WhirledWorld** » Wed Oct 22, 2014 3:01 pm

Calvin Murphy wrote:How does the CEO (or whomever else you'd place at the top of the totem pole) handle all of the dick sucking? I mean...does he not get to a point where he has no more loads? It sounds like an awfully difficult place to be.

There's no top. CEO sucks shareholder dick. It's dick-sucking all the way down.

bjsesq · Post by **bjsesq** » Wed Oct 22, 2014 3:07 pm

WhirledWorld wrote:
Calvin Murphy wrote:How does the CEO (or whomever else you'd place at the top of the totem pole) handle all of the dick sucking? I mean...does he not get to a point where he has no more loads? It sounds like an awfully difficult place to be.
There's no top. CEO sucks shareholder dick. It's dick-sucking all the way down.

Is it considered positive to suck multiple dicks? Like, can I cross country ski on a couple partner bros, or do they get territorial about junior associate mouths?

02122015 · Post by **02122015** » Wed Oct 22, 2014 3:07 pm

bjsesq wrote:TLS poster MSPeast practically salivating about M&A work.

Dead.

FSK · Post by **FSK** » Wed Oct 22, 2014 3:27 pm

TCR is to become a shareholder......and to acquire shares suck dick to earn money.

The circle of dick.

KM2016 · Post by **KM2016** » Wed Oct 22, 2014 3:31 pm

So....you're saying I shouldn't join the M&A practice group after my 2L SA?

WhirledWorld · Post by **WhirledWorld** » Wed Oct 22, 2014 3:32 pm

I think Dylan had a song about all this:

Bob Dylan wrote:Might like to wear cotton, might like to wear silk
Might like to drink whiskey, might like to drink milk
You might like to eat caviar, you might like to eat bread
You may be sleeping on the floor, sleeping in a king-sized bed.

But you're gonna have to suck some dick
Yes indeed, you're gonna have to suck some dick,
It may be the devil or it may be the Lord
But you're gonna have to suck some dick.

LegalReality · Post by **LegalReality** » Wed Oct 22, 2014 3:42 pm

This is literally a description of any transactional practice, not even one thing said was unique to m and a.

baal hadad · Post by **baal hadad** » Wed Oct 22, 2014 3:43 pm

Anonymous User wrote:This is literally a description of any transactional practice, not even one thing said was unique to m and a.

Those areas aren't overrated

Man from Nantucket · Post by **Man from Nantucket** » Wed Oct 22, 2014 3:55 pm

WhirledWorld wrote: The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.

So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.

What if we love dick?

BigLawer · Post by **BigLawer** » Wed Oct 22, 2014 3:56 pm

JusticeJackson wrote:Wait, it's better than lit, right? I'm hoping to god I don't leave lit just to find that all law sucks equally bad.

It has to be better than lit...plus, with litigation, your only exit options are more litigation.

DELG · Post by **DELG** » Wed Oct 22, 2014 4:11 pm

BigLawer wrote:
JusticeJackson wrote:Wait, it's better than lit, right? I'm hoping to god I don't leave lit just to find that all law sucks equally bad.
It has to be better than lit...plus, with litigation, your only exit options are more litigation.

yes but lit doesn't suck

the whole point of doing lit is getting to keep doing lit

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