Event Recap with Sarah Mikowski, L'19

Sarah's headshot

Sarah Mikowski is a Richmond Law graduate from the class of 2019, and an associate at Hirschler in Richmond. At the Mergers & Acquisition event in February 2021, Sarah highlighted the law school skills and concepts she has found most valuable in private practice, as well as the knowledge and skills she has acquired “on the job.”

Law School Training

Sarah indicated that the foundational concepts offered in the M&A class were great.  Though the curriculum tended to focus more on public transactions, and she works with private transactions, she offered that “I learned about the difference between structuring a stock versus an asset sale and why you would want to do one versus the other.  I also learned about the things you must look for when you're working through the diligence process, for example, change of control provisions, getting third-party consent, etc.”  Sarah also put in a plug for Professor Erickson’s favorite class, stating “Business Associations is a great foundation.  I draft so many ancillary documents for Delaware corporations, Delaware LLCs, Virginia corporations and LLCs, Texas corporations and LLCs.  It’s really important to have a solid understanding of all the different terminology and statutes, and an understanding of how to read the statutes.  Professor Erickson taught me how to read statutes.”

On-the-Job Training

Reflecting on her first year supporting Hirschler’s M&A practice, Sarah stated, “the lingo in M&A took a little while to catch on to.  I also wish that I had taken Securities Regulation.  Partnership Tax would have been super helpful, too, as a lot of structuring a transaction is tax related.  Core Commercial Concepts would have been useful: when reviewing diligence as I'm often looking at lien searches, UCC statements, etc., and I did not know my way around those when I first started.”

“The School of Business previously offered (and may still) a two-credit Introduction to Business & Finance course over the holiday. That class was very beneficial; though more challenging than I expected, it exposed me to concepts I hadn’t encountered as a science major in undergrad.  Prior to the course, I didn't know what a balance sheet or income statement looked like; now, I am reviewing those documents every day.  Though I'm still learning and not proficient in all business concepts, the course has made my learning curve less steep.”  [Professor Erickson notes that we do still offer this class taught by Professor Jonathan Whitaker at the Robins School of Business, and she also highly recommends it!]

Soft Skills

In terms of the soft skills that M&A lawyers require, Sarah explained, “Practicing M&A is a team sport. Strong teamwork and communication skills are really important.  As a team member, knowing where your job ends and another lawyer’s starts is essential.  You must also know when to delegate or ask for assistance in an unfamiliar area.  Ask a tax attorney.  Ask your benefits specialist.”  Sarah added, “The ability to communicate and explain complex concepts clearly is invaluable.  You can’t assume that a client is knowledgeable on legal concepts just because they are selling a successful, multimillion dollar company! 

Due Diligence

Sarah regularly assists with due diligence for M&A transactions at Hirschler, so she answered a commonly asked question:  What exactly is due diligence?

Sarah explained it as follows:  “My focus as an associate is on the diligence process, so I spend a good deal of time in the data room.  The data room is not a physical room. It's a virtual room where all of the transactional documents - contracts, permits, financial statements - are kept.  I'm scouring through that information for important contingent liabilities.  If it’s a stock purchase, I'm looking for change of control provisions. If it’s an asset purchase, I'm looking for anti-assignment provisions.  I stay alert for any issues we must address with the client, potential risks and liabilities, required  third-party consents—I'm looking for all of that.  I'm ordering lien searches and reviewing the results to make sure that the assets of the company don't have a lien on them or if there are liens, that we're working to get those released and paid off.”

“If we're representing a seller, I'm facilitating the buyer's questions.  Maybe there was litigation in the past, and the buyer has more questions about how it was resolved.  If I am on the sell side, once we’ve got the purchase agreement in place, I'm working on drafting the disclosure schedules. The disclosure schedules are those fact-specific disclosures relating to the seller's representations and warranties where we're saying, ‘Our client doesn't have any liabilities except these liabilities. Our client hasn't had any litigation in the past three years except for this litigation.’  It's a way that our client can protect themselves from exposure in the agreement by making those disclosures upfront.

If I’m on the buy side, I'm helping to draft the diligence report, flagging issues for the buyer; for example relaying, ‘after closing, you're probably going to want to handle these things or you're going to want to amend this operating agreement or you need to obtain resignations of these directors.’”

Sarah went on to explain the other roles for junior associates in a merger and acquisitions practice.  In addition to due diligence, “I'm drafting the smaller, ancillary documents like amending an operating agreement, drafting the resignations of the officers and directors, drafting any third-party consents that may be needed.  If we need to go get government approval, I'm reaching out to those agencies to coordinate.  As I gain more experience, I will be working on drafting more elaborate agreements, more central to the deal—employment agreements, escrow agreements, and then eventually, drafting the purchase agreements.”