The Closer: A Q&A with Matthew Levy of Faegre Drinker

Growing up, Matthew Levy, a partner at Faegre Drinker Biddle & Reath LLP, didn’t plan on becoming a lawyer, but parental influence and experience overseas changed that for him.

Now, he co-leads the international team at the firm, representing both U.S. and foreign clients in cross-border transactions, joint ventures, international trade and more. 

Read on to find out how he became involved in M&A work, what advice he has for aspiring M&A attorneys, and what sectors he thinks are heating up and cooling down in M&A this year. 

How did you come to be involved in merger and acquisition work?

I actually grew up with two parents who were lawyers, and I swore I would never become a lawyer, mostly because I just wanted to chart my own path. But I listened closely to what my parents talked about at the dinner table, and I got to see how they thought about and solved problems. So, maybe purely by osmosis, that became a big part of how I view the world.

When I was in college, I studied Mandarin Chinese, and I spent a semester abroad, studying in mainland China. And when I graduated, I moved to Taiwan, where I spent some time working for an international trading company, and that’s where I was introduced to things like the Incoterms and international contracts, and that’s what ultimately lit the spark to go to law school.

I was fortunate enough to find what was called Baker and Daniels at that time, and most of the work I did early in my career was to help U.S. companies with their corporate and transactional needs in China. But as the political winds and business priorities have shifted over the years, my practice has evolved now to cover the whole world. So over the past 17 years with the firm, I’ve now done work in more than 50 countries.

What about it interests you?

I wanted to be a corporate lawyer ever since I went to law school, and unlike litigation, where there’s a clear winner and loser, the parties in an M&A deal need to try to find a middle ground in order to get their deal done. So, I really enjoy negotiating deals and working with my clients to determine what points we need to stay firm on and which ones we’re willing to compromise, and that requires a lot of creative thinking, which I really enjoy.

Because the deals that I work on have international components, I get to work with local council a lot, which is one of my favorite parts of the job. So, it’s a lot of fun to develop relationships with people who have such different backgrounds and viewpoints than you do. It really gives you a different perspective on what’s happening in the world and how that might impact your deal, and it adds a level of complexity onto my practice that keeps it interesting and ensures that I’m always growing professionally.

What kind of M&A work are you best known for?

I get involved in deals that have international aspects of all different kinds. Sometimes it’s a U.S. company that’s acquiring a foreign company, and that can create a lot of challenges for conducting due diligence and negotiating the purchase agreement and making sure that we’re accounting for any unique local law issues. Other times, it might be a foreign company that’s acquiring a U.S. company, and so we may need to educate the client about the U.S. business and regulatory environment.

I also prepare and file antitrust notifications on some of the largest deals that my firm does, and that’s both in the U.S. and abroad. So it’s been interesting to see how increased antitrust enforcement across the world over the last few years has been shaping the M&A landscape.

Has there been a favorite country that you’ve visited and worked with through your position?

Asia is always interesting, because it’s just so different than what we’re used to in the U.S. I would say over the years, there has been, kind of, more of a focus on the European Union, so I’m starting to get to understand some of the intricacies of the EU a lot better than I did before.

You were recently appointed co-leader of Faegre Drinker’s International Team. How is that going so far?

It’s going great. I’m really enjoying having some say in the strategic direction of the international team at the firm and it’s not really…sort of hard legal skills, as you get used to them as a practicing lawyer. So, it’s much more focused on some of the administrative aspects and helping to understand, where do we see the market going? What kind of trends are we observing, and how can we get out ahead of those to ensure that we’re providing our clients with the most helpful and current advice?

What’s the biggest deal you’ve worked on?

I’ve worked on several deals that were in excess of a billion dollars, but M&A is really a team sport, so I’ve had the privilege of being part of some really great deal teams.

The funny thing is that, whether it’s a big deal or a small deal, much of the work is really the same. So, the bigger deals can have more sophistication and moving parts, but the small deals can also get pretty complicated.

I’ve been lead counsel on some smaller deals that involve multiple countries and required us to coordinate with local council in several different time zones. And with smaller deals usually comes a smaller deal team, so you have the benefit of being more involved in all aspects of those deals and really getting your hands dirty.

Would you say that working across different cultures plays a role in how you carry out a deal?

Yeah, it plays a huge impact. There are lots of different business cultures around the world and knowing what type of culture you’re dealing with and how to most effectively communicate with opposing counsel and the party on the other side is really critical, and so, that makes a huge difference. And of course, there’s the legal aspect as well. So I think being aware of what types of legal considerations come into play with respect to your deal is really vital.

What are the keys to closing a deal?

Organization is really key. There are usually so many balls in the air that you need to manage to get a deal closed. So it’s critical that you know where everything stands and who’s responsible for getting their pieces done, and that involves a lot of project management skill, which is a really important part of the M&A process, but it’s not necessarily something that you learn in law school.

The other element is communication, so it’s critical that you have good lines of communication with all of the stakeholders in the process, from the parties to opposing counsel, to the bankers and the tax advisors, and then down to your own deal team.

What are the biggest lessons you’ve learned in your M&A career so far?

I’ve learned that it’s okay to be human and to let your personality come through in your practice. As a younger lawyer, I was so focused on the hard skills that I sometimes forgot this is a relationship business, so that requires you to get to know your clients personally, including their idiosyncrasies and their priorities, and you can’t really get to know somebody until you’re willing to let your guard down and show them that you’re human too. It’s definitely a cliche, but clients really do hire people, not law firms. They have to know who you are as a person to be able to trust you and to be transparent.

The other thing I would say is, you know, be kind to everyone, you never know who you’re talking to or how they might impact your career in the future, and you’ll find that your partners and junior lawyers and paralegals and support staff are going to change jobs, and they may end up becoming your clients. So they’re more likely to call you when they remember you as someone who treated them well and as someone whom they like and trust.

What’s your best advice for aspiring M&A attorneys?

It’s really important to be engaged in your practice, which means asking a lot of questions and thinking about the big picture. For example, if you’re helping with due diligence on an M&A deal, you should be thinking about why your client is doing the deal in the first place. So put yourself in their shoes and pretend that it’s your money that’s being spent. And you should talk about your assumptions about the deal with your assigning attorneys, and even if you’re wrong, you’re going to learn something and continue to grow your deal awareness. At the end of the day, what clients hire us for is our judgment. So, anyone can summarize 100 contracts, but it requires judgment and insight to be able to advise on how those contracts are meaningful in the context of the transaction.

Along those lines, a lot of the advice that M&A lawyers give is not legal advice. We’re asked all the time to help clients think through and evaluate their business risks. That requires you to put on a slightly different hat and think like a businessperson. So it’s about developing strong commercial instincts and thinking critically, and ultimately, it’s the lawyer’s job to become a trusted advisor, whatever the issue might be, and that means helping your client make informed and well-reasoned decisions.

What are your best M&A predictions for the coming year? What sectors do you think will heat up or cool down?

There have been plenty of headwinds so far this year that have had a negative impact on the M&A market so deal volume’s been down due to a combination of factors like tariffs and inflation, high interest rates, market volatility and a lot of uncertainty about policy changes under the new administration. All that being said, I think the U.S. economy is still fundamentally strong, and so we’re seeing businesses begin to do more transactions as they’re navigating some fairly new and dynamic risks. So I think the second half of the year is likely to see an uptick in M&A activity from where we’ve been.

In terms of which sectors might heat up or cool down, you know, I think we’re on the edge of a new technology boom, especially with things like the advancement of AI, which I really think is poised to fundamentally disrupt some industries. And along those same lines, I think we’ll continue to see major developments in the digital economy, which is going to lead to an increase in the need for more cybersecurity, data privacy and things like digital payment security.

Finally, I think we’ll continue to see renewable energy remain a growing industry, especially as our needs for reliable and cheap power just continue to multiply.