The proposed mega-merger between Sprint Corp. and T-Mobile USA Inc. could transform the U.S. telecommunications sector.

The $26.5 billion deal is also going to transform the next several months—at least—for Brandon Parris, a Morrison & Foerster corporate partner and former co-chair of the San Francisco-based firm's global corporate department.

Brandon Parris.

“This is the kind of deal that M&A lawyers live for,” Parris said. “It's very big and extremely complicated. There are two big public companies, each controlled by a stockholder from a different country, so it's complicated and cross-border.”

Along with Robert Townsend, co-chair of the firm's global M&A practice, and David Slotkin, who co-chairs its corporate finance and REIT practices, Parris is leading the 30-lawyer team representing Sprint and its largest shareholder, longtime MoFo client SoftBank.

If the merger receives shareholder and regulatory approval, the combined $146 billion company will create a U.S. telecommunications rival to industry leaders AT&T Inc. and Verizon Communications Inc.

Wachtell, Lipton, Rosen & Katz, led by partners Adam Emmerich and David Lam, is advising T-Mobile and its owner Deutsche Telekom. At last count, 18 law firms are working on the deal. Emmerich and Lam did not respond to requests for interviews.

Robert Townsend.

“It wasn't a forgone conclusion” that Morrison & Foerster would win the lead role for Sprint and Softbank, Parris said, even though his firm had advised Softbank when it purchased its controlling interest in Sprint, and has represented the Japanese company on investments in Uber Technologies Inc.
and other companies.

But “as this deal began to heat up,” Parris said, the conversations with the client made it clear MoFo was being considered for the lead.

The negotiating teams have overcome significant hurdles already, and Parris said he expects the lawyers to face more as regulators nationwide pore over the deal.

“A deal of this size and complexity, getting the parties to agree created its own challenges, and the next phase of this certainly will have its own challenges,” he said.

To get to the point where both sides were ready to go forward, the companies had to resolve Deutsche Telekom's goal of having the newly merged company's financials consolidated with its own, even though it would not have a majority stake in the company when the deal closed, Parris said.