The private equity industry supercharges companies' operations and puts money in the pocket of investors. Goodwin's lawyers explain that work in this area brings much more than financial profit.
Chambers Associate: What does Goodwin’s private equity practice do?
Lynette Elam, partner: Goodwin’s private equity practice works with clients across the entire private equity lifecycle- from fund formation and capital raising, to M&A transactions of all types, and everything in between that impacts our private equity clients. We represent private equity sponsors, portfolio companies, institutional investors and management teams on all aspects of their businesses.
Harrison Freeman, associate: Goodwin’s private equity practice assists private funds in negotiating and executing M&A transactions. Our clients include private equity, venture capital, growth equity and strategic investors. Our group has a full-service team ready to help with fund formation, debt finance, tax structuring, executive compensation and many other areas that are relevant and important to our clients. With a responsive and experienced client service team, Goodwin provides excellent service in all aspects of its private equity practice.
Monica Kwok, associate: Goodwin’s PE practice, which has dominated the league tables especially over the past several years, is a standout practice for transactional matters, including high-profile domestic and cross-border M&A, VC and tech work and general corporate counsel for leading companies and startups alike. We serve clients across numerous sectors including AI, crypto, healthcare, financial services and biotech. We represent private equity sponsors, early through late stage investors, portfolio companies, management teams, lenders, financial institutions and alternative investors. Goodwin’s reputation as a top-flight corporate firm is most certainly reflected in the stellar lawyers who work here, where the level of camaraderie and teamwork is unmatched.
Cusaj Thomas, associate: Goodwin’s private equity practice serves as outside legal counsel for private equity sponsors and their portfolio companies, handling all their needs across the investment life cycle. Everything from the structuring and raising of private investment funds, to advising on acquisitions and investments (whether it is a major platform buyout or a smaller add-on deal), and ultimately guiding exits, secondaries and other complex transactions. We also provide ongoing counsel to our clients’ portfolio companies on day-to-day legal matters as they grow, tapping into our specialist expert areas like tax, intellectual property, data privacy, employment, benefits and other areas to ensure comprehensive support. In short, Goodwin’s private equity practice is a one-stop shop and trusted advisor for private equity clients, helping them navigate all legal complexities at every stage of their business.
CA: What does Goodwin’s private equity client base look like?
LE: On the fund side, Goodwin’s private equity client base is comprised of a wide array of GP sponsors – from large global sponsors and middle-market funds to emerging managers raising their first fund. We also represent active institutional investors investing in private equity funds. On the deal side, Goodwin’s M&A and debt finance teams regularly represent both sponsors and portfolio companies.
HF: We service private equity’s middle market and lead the market in areas such as biotech, healthcare, life sciences and software. Our clients are private fund investors looking to consummate transactions in these spaces.
MK: Goodwin handles a unique blend of work. The firm has a rock ’n roll reputation for having a broad range of clients on the cutting edge across industries. Goodwin is a special place in that while it has the sophistication, expertise and manpower to handle some of the largest newsworthy transactions of our day, it also attracts a ton of entrepreneurial clients who are just starting out and seeking commercial, efficient, practical advice. For instance, I am very active in our search fund practice, which is composed of the industry’s legal market leaders – our search fund team has many decades of combined market experience representing entrepreneurs, investors and portfolios with respect to search fund deals from fundraising to exits and beyond. Having this wonderfully unique range of clients and matter sizes gives attorneys, particularly young associates, on-your-feet practical experience.
CT: Goodwin’s private equity client base is very broad, though we have a particularly strong focus on the middle market. The majority of our clients are private equity sponsors and their portfolio companies in the middle market range. That said, Goodwin’s clientele truly runs the gamut – we work with newer, entrepreneurial firms launching their first fund, as well as established mega-funds handling multi-billion dollar transactions.
CA: Could you describe your role as partner/associate within the private equity practice?
LE: I am a partner in Goodwin’s private investment fund practice in the private equity business unit. As a fund lawyer I advise my clients through the entire fundraising cycle, from pre-marketing to the final closing. This involves advising on fund structures to meet legal, tax, regulatory and commercial objectives, drafting key fund documents (e.g., private placement memoranda, limited partnership agreements, subscription agreements and side letters) and negotiating with investors. I additionally support ongoing sponsor operations, including co-investment transactions, secondary transactions, sponsor governance matters, and GP/LP conflict management.
HF: In my practice, I primarily focus on M&A buyout transactions – both on the buy and sell side, but I also represent clients in connection with growth equity and venture capital investments and provide day to day outside counsel support to portfolio companies. As a senior associate, I am front and centre with the client and am leading on calls and emails throughout the lifecycle of the transaction. I manage the mid-level and junior associates, and ensure that all of our team members are working in a coordinated manner to provide exceptional work product.
MK: As a senior associate in private equity M&A, I am typically the lead associate on matters, working directly with a partner to effectively run the transaction. I am the point person when it comes to engaging with clients and the other side with respect to negotiations and process management all the way through closing and beyond.
CT: As an associate in Goodwin’s private equity group, I play a key role on our deal teams and in supporting our clients’ ongoing need. On any given transaction, I work closely with the team to manage the process from start to finish. Responsibilities can include drafting and negotiating the main transaction documents, as well as preparing the ancillary documents required for closing. I often serve as a point person for day-to-day coordination and liaising between our client’s team and the other side’s counsel, and keeping all of the moving pieces on track. I also regularly collaborate with our subject-matter experts in specialized areas (such as labor an employment, executive compensation/ERISA, tax, IP, data security, and more) to ensure that any specific issues are handled by the right people on our team.
Outside of live deals, my role can involve assisting clients with internal legal matters – for instances, helping a company in our client’s portfolio with a restructuring or corporate governance questions. I may also help a client strategize for an exit event. Essentially, I help “quarterback” many aspects of a transaction alongside the deal team, making sure we cover all bases and drive the deal forward efficiently for our client.
CA: What was your role on the latest matter you worked on?
LE: Most recently, I led a team supporting the fundraise of a $1.7 billion fund focused on investing in tech-services businesses. In this role I counseled the client on strategic decisions, negotiated with investors, drafted the operative fund documents and oversaw a team of several associates.
HF: A recent transaction involved a new PE client’s portfolio company consummating an add-on acquisition. Our team advised the client and helped them navigate the transaction from Term Sheet to closing, including structuring the deal, drafting and negotiating the definitive transaction documentation, conducting legal due diligence, evaluating many assorted regulatory hurdles, and finalizing all closing deliverables.
MK: The last matter I worked on was actually for a new client I brought in. Under the supervision and guidance of some very supportive senior partners in our group, I served as the relationship manager and lead attorney on the deal, helping the client raise and deploy a fund.
CT: In my most recent matter, I acted as the lead associate advising a client in a buy-side acquisition. I was responsible for driving the core deal documentations – drafting and revising the purchase agreement and other key agreements – and negotiating the terms with opposing counsel on behalf of our client. I managed the day-to-day communications between the client’s team and the seller’s counsel, making sure that everyone stayed aligned and that issues were resolved promptly as they arose. In short, I served as a strategic advisor to the client throughout the process, helping steer the transaction to a successful closing. It was gratifying to help our client complete that acquisition, which expanded their company and advanced their growth strategy.
CA: What is the most challenging aspect of your practice area?
LE: Our private equity clients are extremely sophisticated and the industry frequently demands tight timelines and an understanding of complex deal / player dynamics. Given how competitive the law firm industry is, it is imperative be a service provider that our clients can consistently count on, by being quick to respond but having analyzed each issue carefully. Maintaining this level of service to multiple clients that may have competing demands can be a challenge at times.
HF: This job takes up a lot of time and energy, but I would not want it any other way. The thrill of the transaction only exists due to the speed, complexity and high stakes of the matter. As corporate lawyers, we all strive for the utmost success, and we want to provide the highest level of value to our clients in everything that we do.
MK: Being an M&A lawyer requires one to wear many hats – and to look good in them! We provide substantive and commercial guidance and are heavily involved, along with the tax and regulatory teams, with respect to structuring oftentimes very complex matters. Once the matter progresses, the M&A attorneys are then in charge of “quarterbacking” the entire team: internally, among subject matter experts, and externally, with respect to the client, the other side, various third party service providers, etc. There is a lot of responsibility and coordination involved in managing all of the various workstreams that need to come together in order to get a deal closed. Luckily, I enjoy being in the weeds at the center of it all – as a hyper social, hyper organized individual by nature, I thrive off of the responsibility my role affords me and the fast-paced nature of our work.
CT: The most challenging aspect is the unpredictability and fast pace of the work. Deal timeline and client needs can shift in an instant – for example, a deal closing might suddenly accelerate due to a competitive situation, economic factors, or an issue might come out of left field that requires immediate attention. We constantly encounter novel issues that we did not plan for, so you have to think on your feet and adapt quickly. There is also a need to balance many factors at once: we have to get deals done efficiently on tight timelines, but at the same time we must perform thorough diligence, mitigate risks and protect our client’s interests. It can be a delicate balancing act to bring all those components together, but also very rewarding. Nonetheless, Goodwin has a strong team culture, and when these unpredictable challenges arise, we are able to rely on each other’s experience and expertise to problem-solve.
CA: What is the most rewarding aspect of your practice?
LE: I love working with such brilliant, driven colleagues and clients. I am deeply intellectually stimulated every single day, which keeps the job fresh and interesting. I find great meaning in helping my clients raise capital to then invest in companies that they then build and transform.
HF: It is a very rewarding feeling when clients call you with new transactions or with specific legal questions. It shows that they trust you and value your input and counsel. The best feedback one can get as an attorney is repeat business, so when clients come back happy and wanting new representation, you know that you really provided a job-well-done.
MK: What I like to tell people is that we are in the business of helping people succeed. Every deal is different, and lawyers play a huge role in ensuring that their business principals close deals on desirable terms. I enjoy business development, and strengthening my relationships with clients is immensely rewarding to me. Clients depend on us to counsel them through what can be some of the most intense moments in their careers. I take that responsibility very seriously. Watching some of our clients grow their businesses and portfolios has been tremendously inspiring.
CT: For me, the most rewarding aspect of working in the private equity field is the ability to grow alongside your clients. Goodwin really emphasizes being a constant advisor to its clients and focusing on the relationship rather than just the transaction at hand. Often, we might start working with a client at the very beginning of their journey and then continue to advise them as they expand and tackle new challenges. It is incredibly fulfilling to see a client reach their goals and know you had a hand in each step along the way. Essentially, we get to become an extended part of the client’s team over multiple deals and many years. Watching a client evolve, and knowing our guidance helped make that happen, makes this practice satisfying.
CA: What are the latest trends and developments in the private equity space?
LE: On the fund side, investors generally have more leverage than they did a few years ago, which has led to longer fundraising periods and more difficult investor negotiations. We have been seeing an uptick in secondary transactions, co-investments and bespoke fund structures as our clients have more frequently sought alternative means to raise capital and/or distribute capital to their existing investors.
HF: AI and machine learning have started to become relevant in law and private equity. It will be very interesting to see how this trend manifests itself in the next few years in our space and profession.
MK: What I love most about practice is that it is just that – practice. The issues and actors are constantly evolving, and that gives way for rich opportunities for a practitioner’s development. As lawyers, we should embrace our unique access to deals, clients and other practitioners to enhance our substantive skills and expand our networks. Given the uncertain economic climate as of late, parties are turning increasingly to earnouts in purchase arrangements in order to bridge valuation gaps. We’ve seen a sizable increase in the inclusion of earnouts in acquisition agreements since the thick of the pandemic – especially for midmarket deals.
CT: Lately we have seen overall deal activity in the private equity space cool off a bit compared to the frenzy of the past couple of years. The boom of 2021 has given way to a more cautious market in 2023-2024, largely due to economic factors like rising interest rates and general uncertainty in the economy. Private equity firms are still active, but they have shifted their focus and we are seeing fewer new platform buyouts and more emphasis on follow-on investments, minority investments and the secondaries market. The market is becoming more creative in deal-making and more mindful of regulatory and societal factors, all in an effort to continue delivering returns in a changing environment.
CA: What personal qualities make for a good private equity lawyer?
LE: Possessing strong judgment, being responsive and reliable, having commercial awareness, being intellectually curious to think of solutions outside of the box, and being an overall good team player are all qualities that make for a good private equity lawyer.
HF: Hard-working, diligence, intelligent and respectful are all qualities that make for a good private equity lawyer. Being commercial and understanding a client’s true goals and objectives is key in the private equity space, and we are fortunate at Goodwin to have many attorneys with such capabilities.
MK: As with any challenging job, qualities like grit, resilience and the desire to excel are key to success and longevity in this industry. A good private equity attorney must not only deliver excellent client service on a consistent basis, but also go the extra mile and offer up creative and commercial solutions to clients and their businesses, at whatever stage of the life cycle they’re in. That is how one exceeds expectations and leaves a lasting impression among clients. However, if I had to choose one trait I’ve observed across all the most successful private equity attorneys I’ve come across in practice, I would have to say that a key personality trait, though often overlooked, that is crucial to exceling in this practice area is emotional intelligence. Being the point person for so many workstreams and so many separate teams requires people skills – this comes into play especially during deal negotiations, which, at times, can prove contentious. Deal attorneys need to be able to find a common denominator and get everyone in alignment on terms – that requires being able to read and understand different people.
CT: Adaptability is probably the most important quality. This field moves quickly and can throw unexpected challenges at your daily, so being able to adjust on the fly is key. A great private equity lawyer is someone who can rapidly learn new information, think critically through novel problems, and pivot strategies as conditions change. Along with that, having a calm demeanor and resilience under pressure is crucial – deals can become intense, and clients rely on us to stay level-headed and solution-oriented when issues arise. It also helps to be attuned to the business context: understanding your client’s commercial objectives allows you to tailor your advice in a practical way. In short, the best PE lawyers combine sharp legal skills with business savvy, quick thinking, and a steady, can-do attitude.
CA: What can students be doing now to set themselves up for success in this area?
LE: Students can take classes in law school that would support practicing in private equity, such as corporations, tax, and any other classes offered that are specific to private equity. Any law school clinics that expose students to contract drafting or simulated transactions would also help provide context for what it’s like to be a private equity lawyer. I’d also start paying attention to financial news and developments in the private markets, through reading news articles or listening to podcasts.
HF: Ask for coffees or Zoom meetings with private equity attorneys in your network. If you do not have any contacts in this space (as I did not when I moved to America for law school), utilize your school’s alumni network to try and get the attention of private equity professionals. The more you can understand about private equity lawyers’ day-to-day, the better equipped you will be for starting to work in this field.
MK: Focus on consistently doing the best work you can and take ownership of your career. Hone in on being strategic about making sure you are taking initiative and seeking out opportunities to round out your skills. Understand that while it is crucial to demonstrate leadership skills and potential in the academic arena, corporate practice is a totally different ballgame. It is equally important to develop strong relationships with mentors and sponsors in the industry. Mentorship, like any rewarding relationship, is a two way street. Being proactive and thoughtful in your outreach will help set you apart as someone who is both driven and collaborative.
CT: If you are a law student interested in private equity, one smart move is to build your financial and business literacy while in school. Take advantage of any courses in accounting, corporate finance or business management that your school offers – they will familiarize you with the financial concepts and complexities that businesses deal with. The better you understand things like financial statements, valuation and market dynamics, the more you’ll be able to speak your future client’s language and provide insightful advice as a trusted advisor. It is also a good idea to stay plugged into the business world: reading publications and keeping up with deal news will help you develop an intuitive sense for market trends and the kinds of transactions happening in real time. Beyond academics, try to cultivate strong communication and teamwork skills through practical experiences – whether that is in a legal clinic, an internship or even leadership roles in student organizations. Private equity transactions are team efforts that often require coordinating with colleagues across different practice areas (and working closely with clients who are sophisticated businesspeople). Being able to collaborate effectively and communicate clearly will set you apart and set you up for success in this industry.
CA: What is unique about Goodwin’s private equity practice?
LE: While Goodwin has a stellar reputation in its private equity representation of clients, the firm has maintained a collaborative environment that transcends both within our internal teams and in our work with our clients. We see ourselves as thought partners to our clients, and at every level of our practice we’re invested in our clients’ success and in helping each other grow.
HF: The people – our collaborative nature differentiates us from other firms in the market. You frequently see partners and associates asking each other for advice and opinions on transactions they aren’t even involved in, and you only feel positivity on our floor. Private equity is known to be a busy and demanding industry, but you rarely feel anxiety or stress when you speak with our team members.
MK: Not only does Goodwin have a sterling reputation when it comes to doing excellent work for cutting edge clients, it boasts an amazing firm culture that makes it an incredible place to be for young, entrepreneurial lawyers who want to grow their practices. The partners here at Goodwin have been incredible mentors and sponsors to me along the way. They have been truly instrumental in terms of my own business development both in and out of the firm. They give me enough rope to independently manage our matters and teams, but are always there to provide both practical and substantive guidance. This type of support has been invaluable in helping me realize the key milestones in my professional development so far.
CT: Goodwin’s private equity practice is unique in that it combines entrepreneurial culture with the resources of a top-tier global firm. One distinctive feature is our “business unit” model which allows attorneys to get exposure to the full spectrum of private equity work instead of being siloed into ultra-narrow roles. This approach has allowed me (and many of my colleagues) to develop as well-rounded lawyers who can view a client’s issue from every angle. Having worked in both the New York and Boston offices, I have seen firsthand that this practice is truly integrated across markets. We have leading private equity teams in multiple cities and we collaborate seamlessly, so our clients get the benefit of the firm’s collective expertise no matter where they are doing business. It is an environment where we lawyers can grow alongside our clients with a strong client base and deals at the cutting edge, while still feeling entrepreneurial. That unique blend is hard to find.
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Last updated: August 2025