Private equity

Private equity lawyers specialise in providing legal advice and assistance to private equity firms and their clients. Their work involves structuring and negotiating the terms of these investments, conducting thorough due diligence on target companies, and drafting and reviewing the necessary legal documentation, such as sale purchase agreements and shareholder agreements. They also assist with the management of portfolio companies, as well as with exit strategies involving sales to other investors. Private equity lawyers play a crucial role in facilitating and protecting the interests of both investors and the companies they invest in, ensuring that transactions are conducted smoothly and in compliance with applicable laws and regulations.

Michael Asprou describes his work in private equity as having “a genuine buzz” – a sentiment that reflects his passion for the commercial and transactional aspects of law. His interest was sparked during his early paralegal roles, leading him to train in-house at a mid-market private equity firm before joining the private equity team at Ropes & Gray International LLP.

Looking back on his in-house training contract, which he characterises as “a slightly unorthodox route”, he observes that the less structured nature of the programme allowed him to take on significant responsibility. His training provided a strong foundation in private equity, particularly from the perspective of private equity funds: “I worked on the whole private equity life cycle – from the fundraising stage to the investment stage, alongside other legal matters that arise, which can be as trivial as negotiating a contract for the company Christmas party.” Being part of a small team also required him to be more versatile, as there were “so many matters that needed legal attention”. He found the exposure to a broad array of legal practice areas particularly valuable. With this in mind, he recommends that aspiring lawyers focus on networking to get firsthand insights into many different areas of the industry: “For example, a litigator or family lawyer will offer very different perspectives on what it means to be a solicitor compared to a corporate lawyer like myself.”

Inside the deal cycle

Michael’s shift from a broad in-house experience to a more focused private practice role at Ropes & Gray marked a turning point in his career, allowing him to deepen his expertise in private equity and M&A. His current role spans both transactional work and ongoing corporate responsibilities within the private equity deal cycle. For junior lawyers, the transactional side often begins with drafting ancillary documents, such as board minutes or shareholder resolutions, and completing due diligence. Michael explains: “Every company buying another company has to perform their due diligence to make sure that it identifies any issues with the company. That can include reviewing documents, assessing the risks, drafting reports and then proposing remedies to any of the issues that you find.”

Due diligence is a key starting point, but as trainees progress to associate level, the scope of responsibility expands significantly. “You're expected to think of the transaction or the matter from a holistic perspective, rather than perhaps as a trainee just focusing on the individual tasks that you receive.” Michael now spends a great deal of time drafting documents, such as “share purchase agreements, warranty deeds and investment agreements”. “These involve a lot of negotiation”, he adds, “which is another aspect of the role that I really enjoy”. This part of the role is very varied. He explains that, while typically negotiations are with opposing counsel, “there may also be clients on the call, which creates some interesting dynamics”.

While completing deals and working to tight timelines is a crucial part of the role, the work doesn’t stop when the deal completes. Michael says: “Once a private equity house has purchased a company, the law firm will typically stay as legal counsel for that company.” This can involve a wide range of legal responsibilities: “You'll manage the whole life cycle and deal with all corporate matters, such as hiring directors, amending the share capital of a company or implementing a management incentive plan.”

Navigating the fast pace of private equity

As private equity work evolves, AI is becoming a key part of the legal toolkit – supporting lawyers at every stage, from initial reviews to drafting and negotiation. Michael shares: “This year we have so many more AI programs used to assist us with our work, and they’re becoming very effective.” He adds that AI is particularly helpful with “process driven tasks, such as due diligence”. For example, Michael outlines: “Before, it’d take days, if not weeks, to perform contract reviews. Now, we're able to upload documents and use AI to find what we’re looking for. Of course, there’s still a check needed by a lawyer but it’s a real time saver and allows you to spend more time on the analysis. AI can also help with drafting. If you input a sophisticated prompt, it can give you a good starting point.”

Even with the flurry of changes that AI brings, private equity remains a demanding and fast-paced area. Michael explains: “When you're working hard for a few weeks and you're getting to the end, there’s a real sense of achievement. You're not working alone on a matter or on a transaction, you're working with a team of a few people, and you're in the trenches together. So, there's a real sense of camaraderie, which I enjoy.” However, the deadline-driven nature of the work can also be challenging. He explains: “During the year, there are cycles, so you’ll broadly be able to know if you're going to be busy. At the start of the deal, it’ll be quieter but, as you progress and get closer to signing, working hours get more intense.” He notes: “You are expected to work hard – it’s a time intensive job. That's not to say that there aren't respites but, when you're in the midst of a deal, it's quite difficult to maintain your personal life to the extent that you would normally.”

Therefore, he states that strong work ethic and resilience are key skills to succeed in this area. In addition, he highlights intelligence and a willingness to learn as important skills. “No one expects a junior lawyer or a trainee to have in-depth knowledge on the sector or legal documents for example, but you need to have a willingness to ask questions. Then, once you’ve asked a question, you need to be able to demonstrate that you’ve learned from it the next time that the same task comes around.”

Commercial awareness and industry insight

Beyond technical skills and resilience, Michael emphasises the importance of understanding the broader commercial landscape. He notes that there’s always “a link between what's going on on a geopolitical level with the industry itself”. For example, he highlights: “The political situation in America, the war in Ukraine and wars across the world are all having a massive impact on the finance sector as a whole. Debt interest rates have risen, which has caused issues for private equity houses because there's typically a large proportion of debt involved when a private equity house makes an acquisition (a leveraged buyout). With interest rates rising, it's a lot more expensive for private equity houses to make those acquisitions and so they've had to turn to alternative sources of financing.”

Given the complexity and pace of private equity, Michael believes that staying commercially aware is vital. He suggests that aspiring lawyers begin developing their commercial understanding by regularly engaging with legal press. For example, Michael keeps up to date with developments by reading The Financial Times. Professional learning is also a priority at Ropes & Gray. The firm provides regular training, with lawyers around the firm often suggesting topics for further knowledge development.

Beyond formal sessions, Michael emphasises that much of his commercial understanding has come through “osmosis as you practise”. He observes: “The more deals you do, the more au fait you become with performing tasks.” Therefore, for those beginning their legal careers, he highlights the value of securing work experience in areas of interest. When it comes to developing skills through practise or building commercial awareness, Michael states: “There's no substitute for actually doing in terms of learning.”