Visiting Professor Mark Gordon
I can’t think of a better time than January to learn how heated a boardroom can get, and that’s precisely what a lucky group of us did this winter term. The M&A workshop, in just its second year at HLS, is already a favorite course among JD, LLM and MBA students and offers a practical, hands-on approach to learning how to handle the largest and most complex business transactions. During the two-week workshop, we had the opportunity to work through real multi-billion-dollar deals and simulate the boardroom negotiation experience, guided by Visiting Professor Mark Gordon (HLS ’94)—one of the field’s top-rated M&A lawyers by Chambers and Partners and a partner at the M&A powerhouse Wachtell, Lipton, Rosen & Katz.
Being an M&A lawyer, I’ve recently learned, is both very rewarding and very challenging. In two short weeks, my classmates and I found ourselves in situations where we had to balance an auction process and a hostile bidder in a billion-dollar acquisition, lock-up a multi-million-dollar merger before a company defaulted on its loans, break a tie in a $41 billion “negotiauction” and ward-off a hostile takeover from the largest (and most intimidating) software manufacturer in the world, just to name a few! After learning the art and principles of negotiation, auctioneering and boardroom strategy and discussing the case studies, Professor Gordon put our ideas to the ultimate test: throughout the course we were joined by the CEOs, in-house counsel and investment bankers from the cases to hear their insights on the decisions they made and how they balanced competing interests. We also had the opportunity to quiz our guests on why they made certain decisions and what they thought of our ideas. Needless to say, we had the opportunity to think and act like real deal lawyers—I had to keep reminding myself that I was in a classroom and not working at a Wall Street law firm!
From the very first day of class, I knew how helpful the M&A Workshop would be. I had just spent the fall term in Vice-Chancellor Strine’s Mergers & Acquisitions class and was well-versed in both what I had to do and couldn’t do. Now, Professor Gordon would teach us what we could do and what years of experience working on the highest-profile mergers on Wall Street teach that we should do. Having the M&A Workshop’s practitioner-approach to negotiating and executing mergers was the perfect balance to Vice Chancellor Strine’s litigation and jurisprudence-based course. Despite the brief winter term, our class still had plenty of opportunities to work as a team and share ideas; we even had a “deal closing” happy hour at the end of the workshop to celebrate.
Staying true to the workshop’s structure, our final assignment was a perfect way to end the course: we each were given the task of representing a company who had just received a $10 billion acquisition offer. Just like M&A lawyers in practice, we had to ensure the merger agreement addressed our client’s interests and “referee” an auction between multiple bidders. Yet again, we had to evaluate several different proposals and break a tie to get our clients the best deal.
I don’t think anyone feels fully “ready” to practice when they graduate, but there’s nothing quite like the practitioners and judges that HLS brings to augment our faculty and teach special courses like the M&A Workshop. I truly appreciate all of the one-of-a-kind opportunities and experiences that HLS has to offer. It is a tremendous feeling to know that there is a HLS family outside of Cambridge eager to help us transition from law school into practice, whether it be public interest, the private sector, government or academia. There’s just no place like the boardroom, and no place like HLS.
– Michael Patrone
