Kochel wrote:If my company chooses your firm to represent us in a M&A transaction, I will be calling you, as the junior associate, to make sure that your diligence reviews are on-time and in conformity with my company's templates. I will call you at all hours to ask specific questions about individual agreements, and will be annoyed when your knowledge of the contract is only superficial or if you didn't flag the right terms. The diligence will of course need to have been done yesterday, as knowledge about the target's contracts and structure will influence our pricing models. I also won't be shy of calling the senior associate or junior partner to complain about your dilatory diligence reviews.
I'll also need you to familiarize yourself with my company's organizational structure so that you can help us build out the corporate structure for the deal. (Actually, it will be the tax lawyers who primarily drive the structuring, but at least you'll get to draw the flow charts.) That will involve forming new Holdcos and Newcos and running the Delaware filing processes. It may or may not involve you actually getting to meet any of my company's executives or really understanding our business model, but at least you'll get to know the formal legal structures.
I'll be calling the partners, not you, with substantive questions about Delaware law, the target's regulatory landscape, securities laws, etc. Maybe, if my questions are tough enough, you'll be asked to bird-dog the relevant SEC no-action letter. But I'll be annoyed if that work delays your diligence output; the partners will be annoyed if your research memo isn't done by yesterday because I'll be badgering them for answers as well.
When it comes to the actual deal docs, you may, if you're lucky, get to collate the partners' comments and turn drafts overnight after they've gone home. I won't be particularly interested in your own comments, though I will want typos to be caught. What you will definitely be in charge of is the disclosure schedules. Their accuracy and completeness will depend on how good a job you've done on diligence. There will be dozens of such schedules and you'll need to know them cold. Shouldn't be a big deal, though; they're just lists of contracts and dates and employee numbers.
Your finest hour will be running the closing. This will mean painstakingly ensuring that each of the myriad signatures is obtained (and not lost!). It will also mean getting yelled at from all directions about why the stupid deal hasn't closed yet, has the wire cleared yet, etc. Your crowning work product--produced after all the other attorneys have moved on to the next deal--will be the closing binders. Which had better be complete.
And I'm just the client.
I'm a junior associate at a V10 in a really busy M&A group right now and I think you've posted the most accurate description of the job I've ever read on this site. At my firm it's not always as bad as the above, but every single deal (especially if you're working for a demanding client and/or the deal is being run on an impossible timeline) has the potential to turn into the hell that is written above. The only thing missing from the above is how unpredictable it all is. One week could be like the above, the next week could be absolutely no work. I've gone days without billing anything only to have gotten random friday calls that results in a 35+ billed hour weekend, dealing with the above bullshit. Being a junior sucks, they don't pay you 160k a year for nothing...