So... what do you actually do in Transactional Biglaw? Forum

[sayan]

The people I talk to at top NYC corporate firms are frustratingly vague in regards to the work they actually do.

I assume you're tasked with answering legal questions (e.g., "How have we in the past issued an IPO?" or "What legal considerations should we take into account when acquiring this company?") by researching and drafting memoranda?

I also assume you would be tasked with doc review. What is doc review exactly? Reading over contracts and paperwork to ensure no typos or flaws? Would you be tasked with drafting contracts and paperwork as well?

Would the nature of the work change within the V10 vs. a random V50? Or would it be similar?

[RMstratosphere]

I too am interested in this topic.

[thesealocust]

Doc review is what litigators do.

Corporate attorneys are very process driven, at least in major practice areas (M&A, Capital Markets, Finance, Real Estate, etc.). The attorney will prepare mountains of paperwork (stock purchase agreements, SEC filings, various forms, schedules, and certificates) and negotiate between the parties. Business people do heavy lifting on questions like "how much do I pay for your corporation" but there are a lot of legal questions (impacting tax consequences, labor laws, environmental laws, indemnification and risk sharing, disclosure, regulatory structures, etc.) that lawyers actively negotiate, often between one another. The attorneys really 'do' the deal, the don't merely advise on it. They write and re-write the dozen+ documents that collectively 'are' the deal.

A major event before 'papering the deal' is due diligence. Leaving aside the legal nuance, the idea is that in M&A transactions companies want to know what they're buying and in financial transactions counter parties (investing public and/or banks) want to know what risks are associated with forking over cash. To that end, lawyers review mountains of documents ranging from contracts to internal correspondence to board meeting minutes / presentations. The idea is to make sure all material information is on the table before completing a transaction and allowing parties to properly negotiate / allocate risk along the way.

Mechanically this involves a lot of grinding to create paperwork, ensure compliance, and review all background information via due diligence. It also involves a lot of meetings and calls with the parties to the transaction, who will largely be in the drivers seat. Sometimes calls and meetings are dotting is and crossing ts, other-times it's critical negotiations that are integral to getting the deal off the ground. There's also a lot of corporate governance and advising of executives involved with the most major transactions, both to shield them from personal liability and to ensure proper decision making protocol is being followed.

By and large the process is not 'zero sum' - hopefully two people want to do business for mutual benefit. In hostile deals or vulture type negotiations where one party is on the verge of insolvency or something it could be a shooting match, but ideally it's team oriented in a way that litigation basically never is (good selling point at interviews; you're likely to hear it from corp attorneys so expressing interest in it = more bueno).

Lesser regarded firms often do less novel work. At the most expensive / prestigious firms, stakes are often higher and creative solutions more necessary. But from the point of view of law students and young lawyers, it's very hard to quantify that effect. That's the party line, as it were, however.

In other news, if a mod comes across this thread, the TLS Class of 2013 forum is probably suboptimal for this question. Edit: thanks mods! That was very modly of you.

[dougroberts]

I've been SAing at a large firm this summer, and work mostly with the transactional corporate attorneys. Things they generally do:

- Incorporations
- Draft contracts (employee agreements, M&As, joint ventures, consulting agreements, distributor agreements, franchise agreements, etc.)
- Tax work on corporations
- Bankruptcy of said corporations
- Securities work (proxy voting, solicitations, and SEC/NYSE/NASD disclosures of information to investors)
- IP work (trademarking, copyrighting, checking potential sources of infringement of said intellectual property (which then goes into IP Litigation))
- Immigration issues for employees on behalf of corporation
- Negotiating with partners and adverse parties

[Anonymous User]

I've been SAing at a large firm this summer, and work mostly with the transactional corporate attorneys. Things they generally do:

- Incorporations
- Draft contracts (employee agreements, M&As, joint ventures, consulting agreements, distributor agreements, franchise agreements, etc.)
- Tax work on corporations
- Bankruptcy of said corporations
- Securities work (proxy voting, solicitations, and SEC/NYSE/NASD disclosures of information to investors)
- IP work (trademarking, copyrighting, checking potential sources of infringement of said intellectual property (which then goes into IP Litigation))
- Immigration issues for employees on behalf of corporation
- Negotiating with partners and adverse parties

Can you go into more detail on what each of these things entail? Like the paperwork? How does Bankruptcy work? I heard it's a hybrid of litigation and transactional work, correct?

[starchinkilt]

Try and contact local transactional attorneys in your area or from your school. I've called a few at some of the firms I'm applying to, and they've been more than willing to discuss what goes on in the transactional world. If you start the conversation with "I'm interested in transactional/corporate work and want to know more about it, but law school is extremely litigation focused..." chances are you'll hear them go on a (sometimes humorous) rant about that very fact and then receive a nice description of what they do for their firm.

[WVUCelticFan]

Extremely useful post.

Thanks for the info, I was interested in this as well.

[Anonymous User]

As someone who is a corporate SA at a V10, I have to say I can't imagine the work is that much different from a V10 to a V50. For instance, at either firm, if you represent a corporation doing an acquisition (purchasing a subsidiary of another company), you always have the same basic tasks:

1) Draft confidentiality agreements, term sheets, contracts, disclosure statements, etc.; revise them based on negotiated changes to the deal
2) Advise your client about legal ramifications during negotiations (for example, if the other side demands binding arbitration for any disputes as a condition of the sale)
3) Do lots of due diligence (review your client's disclosures to make sure they're complete, review the other party's documents to see if they're leaving something out or misrepresenting something, or to see if something buried in their disclosures will become a real problem for your client, etc.)
4) Attend board meetings, advise board members of issues related to the deal, draft board resolutions and stockholder resolutions approving the sale/purchase as necessary

That's not everything, but it gives you an idea. You help someone who wants to buy or sell a very big asset/entity do it in an informed capacity. Unlike litigation, where you're being paid to defend an unwanted lawsuit and your client hates having to hire you, corporate entities have little problem laying down six figures to hire your law firm. You help them do something they want to do, and it's a small fee to make sure a deal worth hundreds of millions, or even billions, of dollars goes through.

Top firms get the biggest and most prominent corporations, who will pay the most to get the best work. But they also take work wherever else they can find it, too, so sometimes you'll be working for a Dow Jones company and sometimes it's a smaller corporation you never heard of. Maybe at a V10 you get more interesting clients more often than at a V50, but it's the same work once you actually get down to it. Internally, inside the deal, M&A work is M&A work, IP work is IP work, etc.

[sayan]

Great posts, guys.

The details are what really make them useful. Would appreciate more perspectives if possible.

[imchuckbass58]

It really depends on the practice group within corporate, but here's my experience (based on SAing in the corporate group of my firm) as far as what you will do as a junior transactional attorney:

-Diligence. This basically means reading board minutes, important contracts, etc. to see if there are any unusual items. The point is that such items may require you to restructure the transaction, to get consent from other parties to do the transaction (or to get consent in order to avoid voiding the contract because of a change-in-control), or to draft the merger agreement in a way that deals with the risk of certain events.

-Making charts. You will make lots and lots of charts. So if you are doing an LBO of a non-financial company with a market cap of $500 million-$1 billion, you will look at the last 10 similar buyouts and catalog all the important terms in a chart in order to determine what terms are "market." This helps the more senior attorneys when they negotiate the contract. So, for example, if the target wants a reverse termination fee of 2% of the value of the transaction, the partner can say "well, in the last 10 deals in this industry, no reverse termination fee exceeded 1%."

-Drafting. You will help draft the merger agreement, stockholders agreement, etc. This is less glamorous than it sounds. Especially as a junior, your drafting will be limited to secondary sections (indemnification provisions, the schedules in the back, officers certifications, etc.), and even then you are largely copying off of past agreements and just modifying to fit the circumstances of this transaction. As you get more senior, you draft more important sections, and deal with more novel drafting issues rather than just copying and pasting.

-Vetting non-legal materials. This is really only applicable to cap markets work, but if you issue stocks or bonds, there are all sorts of regulations as far as what you can say in a prospectus. The bankers will come up with a very optimistic prospectus and roadshow presentation hyping the company, and you will have to review it to make sure none of the claims violate securities laws (or, alternatively, that the company can back up the claims it is making in a way that will stand up in litigation).

-Research. Not nearly as much as litigation, but you will do a fair bit of research. Some of it is non-case law related ("go read the SEC regs and tell me whether a company with a majority of its assets in the US, and a majority of its stockholders in the US, but headquartered and listed abroad is subject to US filing requirements"), while some of it is case law based ("what are the duties of a company's board of directors under Delaware law when a controlling stockholder is trying to buy out minority stockholders").

As you get more senior, it becomes much more about high-level drafting, negotiating the important terms of agreements, and client counseling (i.e., laying out the legal risks of various options and recommending a course of action).

[thesealocust]

I think 10 posts in this thread is more helpful than any publication, website, brochure, or conversation I have ever encountered re: transactional work at a big firm.

[RMstratosphere]

Hats off, once again, to TLS. Thank you all.

[glitched]

you help rich people transact legally

[vincanity1]

I think 10 posts in this thread is more helpful than any publication, website, brochure, or conversation I have ever encountered re: transactional work at a big firm.

[Renzo]

So... what do you actually do in Transactional Biglaw?

Ctrl+f.

All. Day. Long.

[DaveBear07]

Anyone care to comment on the relationship between Startups/Entrepreneurship and Transactional work?

[danidancer]

I think 10 posts in this thread is more helpful than any publication, website, brochure, or conversation I have ever encountered re: transactional work at a big firm.

Seriously.

[RMstratosphere]

Would I be precluded from pursuing transactional work because I don't have a business/finance background?

[thesealocust]

Anyone care to comment on the relationship between Startups/Entrepreneurship and Transactional work?

Well, a lot of the principles are the same, but transactions always have legal work in proportion to the risk and stakes. So a startup will rarely be forking over hundreds of dollars an hour to a big firm to make sure their doofy incorporation and tiny partnership contract is legit.

Where firms tend to get more involved is when those startups are looking for VC/Angel/Whatever investing. It can be extremely important to protect the founders' interests and potential to raise new capital in the future, and there are a lot of risks if the thing takes off without papers being in the right place (see, e.g., facebook's various issues).

Until somebody is walking up to the table check in hand though, there isn't much out there that big firms see (this is an area I have less background in though, so somebody feel free to correct me if I'm wrong).

Would I be precluded from pursuing transactional work because I don't have a business/finance background?

Not in the slightest. Some people do so because they have that background, but most firms that do hiring do not see it as a prerequisite in any way. Even the tax department at a lot of firms (which can get extremely technical, economics heavy, and arcane) is often full of people with random fluff undergrad degrees and no experience.

[Blessedassurance]

I think 10 posts in this thread is more helpful than any publication, website, brochure, or conversation I have ever encountered re: transactional work at a big firm.

[IrwinM.Fletcher]

Do any of you guys have any experience with restructuring and what it entails? I would assume you'd sometimes be assisting with orderly liquidations and making sure those in proper spots on the debt seniority ladder get compensated. Is there also litigation involved in this respect? Say, if company X tries paying it's junior bondholders $0.62 on the $1 and they think they're getting screwed and sue- do you participate in the litigation aspect or is this punted to the commercial litigation department?

Any input is appreciated. VERY helpful thread so far, thank you.

[thesealocust]

Do any of you guys have any experience with restructuring and what it entails? I would assume you'd sometimes be assisting with orderly liquidations and making sure those in proper spots on the debt seniority ladder get compensated. Is there also litigation involved in this respect? Say, if company X tries paying it's junior bondholders $0.62 on the $1 and they think they're getting screwed and sue- do you participate in the litigation aspect or is this punted to the commercial litigation department?

Any input is appreciated. VERY helpful thread so far, thank you.

So company X is about to not have any more cash, and the creditors are starting to line up with their hands out.

One thing that's important to ALL areas of transactional law is that firms represent discrete clients, and all transactions have at least two parties.* In cap markets you have underwriters and issuers, in M&A you have targets and acquirers and financiers, etc.

In bankruptcy, if you represent the debtor / insolvent company, you have to file for chapter () protection and work through claims in the court. If you represent the creditors, you have to whack the company like a piniata to get your cash back. There are all kinds of hijinks that occur with trying to cut in line with respect to claim payment priority, figuring out just what assets the corporation has, etc. But what's clutch is it's mad adversarial: You have one money put and a swarm of people who want it, and a judge is going to be involved for sure.

I don't have much direct experience, but hopefully that spells it out some.

*some exceptions may apply

[starchinkilt]

Would I be precluded from pursuing transactional work because I don't have a business/finance background?

Not in the slightest. Some people do so because they have that background, but most firms that do hiring do not see it as a prerequisite in any way. Even the tax department at a lot of firms (which can get extremely technical, economics heavy, and arcane) is often full of people with random fluff undergrad degrees and no experience.

Even if it's not a prerequisite, would having something like an accounting degree be a plus in trying to sell yourself in an interview?

[thesealocust]

Would I be precluded from pursuing transactional work because I don't have a business/finance background?

Not in the slightest. Some people do so because they have that background, but most firms that do hiring do not see it as a prerequisite in any way. Even the tax department at a lot of firms (which can get extremely technical, economics heavy, and arcane) is often full of people with random fluff undergrad degrees and no experience.

Even if it's not a prerequisite, would having something like an accounting degree be a plus in trying to sell yourself in an interview?

I hesitate to say no, but the answer is probably no. I mean it's nice and all, but it's probably not material. I don't know that it buys you more than 10 minutes of research into transactional law and an earnest desire, it's really all about 1L grades, personality, and what school you attend with work experience as an important X factor.

[lawgod]

This is a good thread.
I was kind of wondering this myself, as I prepared to tell interviewers I was hooked on hard core transactional.