Legal Business

Deals Yearbook 2022: Caroline Rae, Herbert Smith Freehills – partner since 2016

Why did you decide to become an M&A lawyer? Was there anyone in particular who inspired you early on in your career?
Once I had decided to become a lawyer there was never a doubt that I would specialise in M&A. When I was younger, I wanted to be in the cCty and to work on deals on the front page of the FT. For me, that meant M&A and it never crossed my mind that I would do anything else. It was a great source of disappointment when I realised that lawyers never get mentioned in the FT of course… but by then it was too late. When I interview graduates, I do encourage them to have an open mind about different areas of law, but I confess for me it was only ever M&A.

What has been the absolute deal highlight of your career so far and why?
For me, the highlight is National Grid’s £7.8bn acquisition of WPD. It had everything you could want in a deal – high value, high profile, competitive, complex, fast paced and transformational for the client. That is the kind of deal you become an M&A lawyer for in my opinion.

Can you describe a time when something didn’t go according to plan career/deal-wise and what you learnt from it?
Lehman Brothers collapsed not long after I qualified and it felt like I moved from working on high profile public M&A deals to rescue rights issues overnight. It was one distressed capital raising after another and not really the M&A dream I was hoping for when I started out. Once the markets picked up, I shifted back into M&A and, whilst it was an exhausting period of my career (more all nighters than any junior lawyer deserves), I look back and realise it was great experience for me at that stage of my career. It gave me the opportunity to learn first-hand how equity capital market deals work, which is a helpful tool for M&A lawyers, and also to spend a lot of time in the board room during critical moments for listed companies.

What are your top tips for those looking to become M&A partners?
Start networking and building relationships early on in your career and do what you can to support and help others succeed in their own careers – those relationships will be important for years to come. Invest in the junior lawyers in your team – you can only be a successful M&A partner if you have a great team around you and it is a joy to watch your juniors become excellent lawyers and support you on deals.

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