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Jennifer Frasier, a partner in Ice Miller LLP’s business group, not only serves clients in mergers and acquisitions but also works as outside general counsel for some companies.
“I think when you’re doing it from inside the business, you’re sort of quarterbacking questions about the business, diligence items needed for the transaction,” she said, “and you’re kind of filling the role of helping your outside counsel really understand the business and move the transaction along, rather than actually drafting and negotiating the transaction.”
How did you come to be involved in merger and acquisition work?
I have been at Ice Miller for a little over eight years, and I sort of pivoted in my career. I did litigation work in the early part of my career, and then I was in-house (counsel) for about five years.
While I was in-house, that company was private-equity backed, and I was involved in transactions, sort of from the legal side, but inside the business. So, I had kind of a front-row seat to how that worked. And when I decided to leave there, I made a conscious pivot to corporate law and was specifically interested in M&A so when I started here, that was just sort of my focus. And then I also do some general corporate work and outside general counsel work along with that.
What about it interests you?
It’s just a lot of fun. I do a lot of sell-side transactions, selling businesses from founders or family-owned businesses, and I find that work to be just really enjoyable and gratifying and it’s interesting.
It’s a lot of fun to help someone sell a business that they’ve built from the ground up. So, I just like the cadence of a transaction, I like that there’s a lot of times some urgency to it. No two transactions are the same, so that is fun. There’s a lot of variety.
What kind of M&A work are you best known for?
Like I said, I do a lot of sell-side transactions. That’s kind of my sweet spot. I do buy-side transactions as well, but a lot of sell-side transactions, and specifically in the manufacturing and industrial space, although I’ve done them kind of in every industry.
What’s the biggest deal you’ve worked on?
Probably in the $400 million range.
What are the biggest lessons you’ve learned?
I think the biggest lesson across the board is just communication: communicating frequently and clearly with the client so you’re understanding what their expectations are, communicating clearly with opposing counsel, so that you can try to make it as seamless a process as possible, and then communicating internally with the deal team here to make sure we are keeping everything on track.
What’s your best advice for aspiring M&A attorneys?
I think in the early years of your career, especially, it’s really important to ask questions. If you don’t know why something is being done, talk to the people on your team to find out, “Why do we take these particular steps, why do we use this specific document?” Because I think the earlier on you understand the architecture of a transaction and how that plays out in a practical manner, the more competent and confident you’ll be earlier.
What are your best M&A predictions for the coming year? What sectors do you think will heat up or cool down?
I think what we’ve seen so far this year is there is some uncertainty and hesitation in the market right now, and so because of that, we’ve sort of seen deal activity slow down. And I think that’s just because there have been a lot of changes in a relatively short period of time, you know, including tariffs.
I think a lot of companies’ investors are waiting to see, what will the practical impact of these changes be. And I think until the market has an opportunity to observe what that’s going to look like for some time, and it’s better understood, we’re likely to just see, you know, deal activity continue to be relatively slow.
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