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LAWYER LIMELIGHT: MICHELLE GASAWAY

Skadden Arps partner Michelle Gasaway discusses how her practice has changed from the beginning of her career to current day, from her work in the Merger & Acquisitions practice to Capital Markets.

Name: Michelle Gasaway

Firm: Skadden, Arps, Slate, Meagher & Flom LLP 

Position: Partner

Practice Areas: Corporate, Corporate Finance, Mergers and Acquisitions, Corporate Restructuring, Gaming, Real Estate Investment Trusts, Private Equity

Location: Los Angeles

Law School: J.D., Harvard Law School, 1997 (cum laude)

Undergraduate: B.S., University of Georgia, 1993 (summa cum laude)

Quotable, on advice to young lawyers: “There are many doors that a law degree can open, a job at a big firm only being one. Whatever avenue you choose, spend time thinking about your interests and what you are looking for from a career — realizing too that all of those things may change over time, leading you to pursue different paths at different stages in your career. ”

Lawdragon: What’s the most interesting thing you’ve done as a lawyer?

MG: To me, every day is its own kind of interesting, including cutting-edge deal innovation and creativity, challenges and what I would characterize as “you just cannot make this stuff up” kind of experiences. I recently read a book by a flight attendant about some of the more notable things that she has seen and heard during her career. I would need more than a single book to write about all of the interesting things that I have seen and done as a lawyer — otherwise, my book would be so long that only lawyers would not be deterred by the length.

LD: How has your practice changed since the early part of your career?

MG: I began my career in New York as an M&A lawyer, working primarily on public company acquisitions. Over time my practice evolved to one that is primarily capital markets- and securities-focused — representing issuers, investment banks and private equity funds in a variety of transactions, including public and private offerings of high-yield debt, investment-grade debt and equity securities (including IPOs), and other capital markets transactions, including acquisition financings and greenfield/construction financings. This has been an interesting change, particularly because I steadfastly refused to do the corporate finance rotation as a first-year associate as I wanted to be a Wall Street M&A lawyer.  But I discovered over time that I really found fun and interesting the quick pace and variety of corporate finance deals, as well as the opportunities to really get to know the companies and the bankers and work with them and build relationships over the years.

LD: What drew you to your practice?

MG: When asked what I do, I often respond that I help companies raise billions of dollars of equity and debt financing. Of course, this is a high-level summary, but it conveys that my practice includes a combination of legal, business and finance advice. This is what drew me first to M&A and then to capital markets. Having earned an MBA before attending law school, I was looking for a deal-focused practice that allows me to be both a lawyer and business person. I also like that my practice spans a variety of industries, with a particular focus in gaming, hospitality and leisure; real estate/REITs; and apparel and consumer goods.

LD: What matters are keeping you busy these days?

MG: I recently completed debt financings for two “propco” (property company) spin-off clients. The first of these transactions was for a client in the gaming industry and was the first-ever tax-free spin-off of a propco REIT and the first gaming-focused REIT; the second of these transactions was for a client in the health care industry. The propco issuer in each deal was formed to own the real estate assets of the operating company (or “opco”) of which it was formerly a subsidiary. In each matter, the propco was spun-off on a tax-free basis from the opco to which it then leased back most of the real estate assets. In both transactions, the propco issuer intended to qualify as a REIT following the spin-off.

LD: Will these matters have a significant impact on your client or its industry? Please explain.

MG: These types of propco/opco spin-offs, particularly if they can be structured on a tax-free basis, can be beneficial to companies with the right set of facts from an operations and a taxpayer perspective. The spin-off separates the property and operating companies in terms of value, credit ratings, financing and other matters. Additionally, the deal is structured to allow the property company to qualify for REIT status, thereby unlocking the value inherent in the real estate itself as well as the value that investors attribute to the property company’s status as a REIT.

LD: Why did you pursue a career in the law?

MG: I was a premed major in college in a joint BS/MBA program. I had a fleeting thought of going to medical school, but then I went to business school, watched the original movie “Wall Street” too many times to count with a bunch of future analysts and investment bankers, and the rest is history. My working group in my M&A class in law school was actually called “Blue Horseshoe” (trivia for those who are fans of the movie).

LD: What advice do you have for law students and lawyers who are just beginning their careers?

MG: There are many doors that a law degree can open, a job at a big firm only being one. Whatever avenue you choose, spend time thinking about your interests and what you are looking for from a career — realizing too that all of those things may change over time, leading you to pursue different paths at different stages in your career. As with any job, especially in the early years, some days will be frustrating and require a new skill or knowledge that you may not have learned in law school. But a legal career also can be one where every day is interesting, challenging and calls upon your creativity to tackle something that may seem impossible or may never have been done before. Eventually, the day comes where you have that “a-ha” moment and realize that you have found the right balance of experiences, and that your chosen career path actually is fun!

LD: Is there anything in particular that happened early in your career that you consider key to your success?

MG: I had the great fortune to have amazing mentors both early in my career and as a more senior lawyer — mentors that were very “tough graders” but also were fair, were great lawyers and provided clients with amazing service. They taught me that exceptional work is not enough by itself. You also need to put yourself in the shoes of the client and think about the deal from the client’s perspective, including what would make the client’s life easier and make the individuals at the client look good in front of their respective bosses. This includes remembering that we are the service provider, the client is our ultimate “boss,” and the client hired us for a reason — paying us to do the highest quality legal work, with quick turnaround, and to effectively and successfully anticipate and manage issues, all to make sure that the transaction goes as smoothly as possible with the least amount of distraction for the client (who has a business to run or other deals separate from the transaction on which we are working). That said, there always are issues in a transaction that come up unexpectedly or that the lawyers cannot control as much as we would like to. Therefore, it is equally important to have grace under pressure and manage those issues just as effectively and successfully so that, at least from the client’s perspective, all is under control and the client can sleep well at night (even if we cannot!).

LD: What do you do for fun when you’re outside the office?

MG: Anything active and outdoors: stand-up paddle boarding, surfing, hiking, biking, snowboarding, gardening and growing my own fruits and vegetables — or even just hanging out with my cat, taking care of my tropical fish and reading a good book (but no legal procedural dramas).

LD: If you weren’t a lawyer, what would you do professionally?

MG: A marine biologist scouting out new and unchartered ocean species in remote corners of the Earth and/or an extreme sports professional.  I definitely need something with that adrenaline rush, challenge and sense of personal accomplishment—whether from jumping out of a plane, catching a wave, swimming with baby great white sharks or negotiating and closing a challenging deal!

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