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Merrill Insight™ | Warshaw’s Czepiel on Secrets of Successful Dealmaking

Abby Roberts, Merrill Corporation | April 11, 2018

Part of an ongoing series of conversations with senior M&A professionals on life, career and advice for those launching their careers

Lori Anne Czepiel, partner Warshaw Burstein, specializes in providing M&A, securities and general business advice to middle market and other companies. She has over 25 years of experience leading M&A transactions, private equity investments, joint ventures, private fund transactions, initial public offerings and other securities transactions, finance and general outside counsel work. She was previously a partner at Sidley Austin and counsel at Skadden Arps.

Q. Tell me about your path to M&A and business law

A. At Northwestern, I majored in economics and became interested in business law. One part of the M&A lifecycle was hitting the papers, and it just spoke to me. There were only a few firms that did that kind of work at that time, and after law school I went to one of them, Skadden Arps. It was a terrific experience, and a really great foundation for my career.

In the beginning, I’d often be the only woman in a deal meeting or on a deal team. As I became more senior, junior teams started to include more women.

Q. Early career lessons?

A. One big lesson was to be proactive and take charge of my own career. I was a summer associate in the NYC office of Skadden and there were lots of deals going on, but it was challenging to get close to them as a junior attorney.

So when I got my offer, I asked about moving to the California office that had recently opened. Because it was a smaller office doing similar sophisticated work, I thought I might actually have a shot at meeting and advising a client, drafting a document, doing more substantive work than junior associates typically see in a large law firm. It was a good move because I got real work right out of the gate.

Another lesson is to be curious about your practice area and treat it like it’s your own business from the beginning. It shouldn’t be something that just comes up after you’re in a partner role.

Q. What makes for a good M&A lawyer?

A. A good business lawyer figures out how to facilitate the transaction or contract and get the client and the other party to “yes” and a closing. Another way to look at it is understanding and managing risk. To be effective, you determine the material risks that will matter to the client considering its strategy and goals – the issues that keep the client up at night - and then focus on managing those risks through deal terms, structure - even how you prioritize tasks and handle negotiations to get the agreement done. All of that is part of facilitating the deal.

Project management is an under-recognized part of this. If the lawyer doesn’t do a good job of managing the project, the deal’s not going to get done right.

Q. Why go to a smaller firm?

A. I’ve tended to have a more middle-market practice – middle market and smaller or early stage clients, or bigger companies investing in middle market and smaller deals. The middle market in the tri-state area is underserved by the bigger legal and financial advisors. We’ve seen this development in the financial advisory market where bankers from the bigger firms left and started smaller shops catering to smaller companies - the same dynamic benefits legal advisors and the middle market companies that they serve.

With me, and here at Warshaw, you’ll get a very experienced practitioner with a more hands-on approach. At the bigger organizations, you may not have that kind of access and insight.

Q. What are the benefits of a smaller firm to clients?

A. One thing we particularly focus on here is helping clients through introductions to our networks. We try to keep an eye out for them as they grow the business. That helps middle market and smaller companies that are looking down the road for an investment, or to go public or be acquired, where I can help the company position itself.

Sometimes you need creative problem solving to do this. A client called me the other day about an investor issue, and within five minutes I’d given him several options. And he laughed and said, “I just wanted to complain!”

We spoke earlier about the importance of project management – the planning, up-front detailing of the timeframe and responsibilities, preparing and doing your homework, and developing strategy and talking points.

There’s a benefit from having worked with companies of all kinds, from big formal multinationals to start-ups and across all industries. For middle market and smaller clients, in particular, there’s extra value having someone on their side who has seen the movie, who knows the issues and how best to resolve them and can manage the project effectively and save time and dollars.

Q. Advice for associates?

A. Take charge of their career and figure out how to develop the skills they want outside the large law firm. They should look to bar and professional associations, where they can interact with other lawyers as peers and have opportunities to speak and write on topics. Or they can serve as an advisor to a non-profit or sit on a Board. I think that is very important.

From the practice side, I think it really goes back to strategy. What’s the big picture; what are the client’s goals; what does this opportunity mean for the client? Understand the client’s objectives, business strategy and industry, so you’re focusing on managing the risks and issues that matter and providing real value for the client at all stages.

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