The Closer: A chat with Tonya Vachirasomboon, partner at Dentons

Tonya Vachirasomboon’s education was always focused on business.

She earned an undergraduate degree in finance from Indiana University’s Kelly School of Business. Corporate law was the focus once she entered law school.

But it was that first opportunity early in her law practice to assist a client with an acquisition from start to finish that set her on a path to specialize in mergers and acquisitions. 

“The excitement and energy of helping that business achieve its next stage of growth set the stage for my continued focus on M&A work,” she said.

Now, as co-leader of Dentons’ national M&A practice group, we asked her to reflect on her career.

What about M&A law interests you?

I’ve always been really intrigued by our clients’ entrepreneurial spirit and enjoy helping them in various stages of expansion and growth. I love diving into diligence and learning about a client’s business and also their business opportunities, advising clients throughout the life cycle of a transaction, and then also working with various teams to help the client achieve their goals.

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

I assist private equity clients with their buy-side and sell-side deals. Additionally, I also work on mergers and acquisitions for publicly traded companies, including financial institutions. As part of the largest global law firm in the world, I enjoy being able to assist our clients in Indiana with their cross-border transaction needs as they expand and grow internationally, and we’ve been able to help our clients with transactions on six of the seven continents.

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

I regularly work on complex transactions with deal values over a billion dollars.

What are the keys to closing a deal?

There are a lot of moving pieces during a transaction, so it’s important for counsell to be proactive and issue-spot early on in the transaction to prevent delays in closing. Also, consistent and effective communication is also really essential to make sure there’s an understanding of the client’s goals and expectations and understanding of any recommendations from a client’s financial and tax advisers, and also an understanding of the opposing sides’ position.

Additionally, M&A transactions deal with numerous areas of law, including real estate, environmental, intellectual property, labor and employment, employee benefits, taxes, and some may even require Hart-Scott-Rodino or HSR filings or other regulatory approvals. So it’s important to have an experienced legal team with the required depth and breadth of practice that can all work efficiently towards closing.

What are the biggest lessons you’ve learned?

Be ready for change! Deal terms change all the time for a variety of reasons, including an issue discovered in diligence, a change in financing, a regulatory hurdle or a disagreement among the parties. It’s important to be able to pivot quickly, analyze the new facts at hand and advise the client with potential options given a new set of circumstances. Again, great communication with your clients, with your team members, opposing counsel, and any third parties, is also really important when the circumstances in a transaction change.

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

M&A is a practice that involves working with large teams. I would recommend cultivating a network which includes mentors. I’ve been fortunate to have several wonderful mentors at Dentons throughout my career, and I would not be where I am in my practice without them. Additionally, I would encourage aspiring M&A attorneys to ask big picture questions. Junior associates are often given parts of deals to manage, and it may be difficult to understand how that part fits into the larger transaction and what the client’s goals are. And the more you understand what the big picture looks like and what the ultimate goals are, the better you become at issue spotting and also advising clients.

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

Recent tariffs, as well as broader shifts in U.S. trade and immigration policies have introduced a new layer of complexity into the M&A landscape. With continuous changes to the market environment, there will be opportunities for strategic and financial buyers, but it can be difficult to predict exactly where those opportunities will be. 

Over the past year, we have noticed that companies are increasingly acquiring artificial intelligence startups to integrate advanced technologies into their operations, and private equity firms have also increased their focus in the AI sector. The U.S.’s approach to the regulation of AI could have a substantial impact on the pace and scale of related M&A activity in this technology market.