What does a Summer Assoc. do in M&A? Forum

[Anonymous User]

I'm headed to a large NYC firm, and I'm hoping to do mostly M&A work this summer. I'm wondering if some people with more experience might be able to give me some examples of the types of assignments that they worked on as summer associates (or if similar, as first-year associates). I have a pretty good understanding of how M&A deals work, but I'm hoping someone can give me some definite, technical examples of what the work is, other than, "doing diligence." What kind of assignments and documents did you work on, what was the deal staffed like and who did you report to, and how difficult was the work?
Any help is appreciated.

[thesealocust]

Not that much. Many firms actually try to avoid giving diligence to summers. You could get small research projects on legal matters related to a deal, or do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents that can be easily assigned and reviewed by your senior, etc.

Generally speaking it's harder to integrate summers for corporate work, because it is so fast-paced and often even the simple tasks need to get done urgently and perfectly.

[Sup Kid]

Not that much. Many firms actually try to avoid giving diligence to summers. You could get small research projects on legal matters related to a deal, or do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents that can be easily assigned and reviewed by your senior, etc.

Generally speaking it's harder to integrate summers for corporate work, because it is so fast-paced and often even the simple tasks need to get done urgently and perfectly.

Pretty much dead-on. While I did almost all "corporate work" as a summer, almost none of it was what first and second years normally do (ie, diligence, making execution versions of main documents, preparing ancillary documents, etc) -- instead, I did a lot of shadowing/note-taking and the occasional research assignment.

[Anonymous User]

(non-NYC SA)

I worked on a couple small M&A deals so my experience might differ from the sort of larger deals that NYC firms work on. There was 1 partner and 2-5 associates on each. In general I mostly reported to a single junior associate but sometimes reported to the senior associate on the deal. TSL is right, I mostly did shadowing and minor edits. I would do things like draft simple docs (signature pages, secretary's certificate, etc) from a template, proofread/review sections of various deal docs, update the closing checklist. I did do some due diligence such as reviewing a bunch of company contracts.

[Old Gregg]

Don't forget closing binders.

[dingbat]

Not that much. Many firms actually try to avoid giving diligence to summers. You could get small research projects on legal matters related to a deal, or do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents that can be easily assigned and reviewed by your senior, etc.

Generally speaking it's harder to integrate summers for corporate work, because it is so fast-paced and often even the simple tasks need to get done urgently and perfectly.

This is why I hated interns

[Anonymous User]

I got to do some VERY basic drafting of a certificate of formation for a PE acquisition deal for a corporate assignment (and in doing so I learned how to "redline" which seems VERY important for corporate). Everything else I did for corporate was research -- though some of it was pretty cool like reading through Form S-1's and learning how to use CCH (? - I think that's what it's called but I can't remember).

Note: I'm probably not actually doing corporate, so I didn't really look into how close my assignments were to what first-years actually do, but my gut feeling was probably not (and that it's more diligence and things like closing binders that FP talked about).

[Old Gregg]

(and in doing so I learned how to "redline"

Whoa, ground breaking stuff there.

[Anonymous User]

(and in doing so I learned how to "redline"

Whoa, ground breaking stuff there.

Didn't say it was groundbreaking. I just never heard of it before my SA. I thought my assignments weren't demonstrative of first-year work because they were VERY basic and most along the lines of the best they could give you in terms of "busy work" besides just sitting in on conference calls. (Like, more basic than diligence, closing binders, etc.).

[Anonymous User]

Thanks everyone. A few follow up Qs:

I got to do some VERY basic drafting of a certificate of formation for a PE acquisition deal

I would do things like draft simple docs (signature pages, secretary's certificate, etc)

How did you know how to do these drafting items? Template and instructions from the person who gave you the assignment?

You could get small research projects on legal matters related to a deal

Is this research like litigation research (i.e. look it up on Westlaw and write a memo)? Shockingly, my law school education does not have me feeling very well prepared for corporate/transactional research.

do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents

This sounds really enjoyable and easy, and hard to screw up. Accurate assessment?

[LawIdiot86]

You could get small research projects on legal matters related to a deal

Is this research like litigation research (i.e. look it up on Westlaw and write a memo)? Shockingly, my law school education does not have me feeling very well prepared for corporate/transactional research.

do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents

This sounds really enjoyable and easy, and hard to screw up. Accurate assessment?

I was in a more regulatory-focused practice, but a corporate question might be like "Has X agency ever said anything about this variant of this type of transaction." So you go dig through interpretive letters, enforcement actions, releases, and, sometimes, actual cases, and figure out if the agency has ever winked at a similar deal and write up an email saying yes, no, or that it's unclear, but probably ok.

No, it's easy to mess up. They aren't expecting you to be able to do the hard things they're doing, so if you don't do the easy part you're given perfectly, they'll assume you're completely incompetent to do the hard things.

[Old Gregg]

How did you know how to do these drafting items? Template and instructions from the person who gave you the assignment?

Yes. You will be given precedent, and your Ctrl-F and replace skills will be put to the test.

[Old Gregg]

All deal research I've done has been through google. If you need something more authoritative or from a specific source, ask the library.

[Anonymous User]

Due diligence and due diligence memos, mostly. But I did get to draft an execution document (transfer agreement as a follow-on to MUCH larger deal) and help with the closing schedule on another deal (after an associate's wife went into labor).

I heard of some research/business development assignments masquerading as M&A projects, too, so look out for that.

[Anonymous User]

Thanks everyone. A few follow up Qs:

I got to do some VERY basic drafting of a certificate of formation for a PE acquisition deal

I would do things like draft simple docs (signature pages, secretary's certificate, etc)

How did you know how to do these drafting items? Template and instructions from the person who gave you the assignment?

You could get small research projects on legal matters related to a deal

Is this research like litigation research (i.e. look it up on Westlaw and write a memo)? Shockingly, my law school education does not have me feeling very well prepared for corporate/transactional research.

do a lot of "shadowing" where you sit in on calls & meetings, do minor edits to documents

This sounds really enjoyable and easy, and hard to screw up. Accurate assessment?

the research i did for M&A was along the lines of "look up this statute and see if it applies to how we're doing this deal." then wrote a short memo or sometimes even a short email to the partner / associates on the deal. Usually didn't require much of Westlaw/Nexis or case law in general.

The sitting-in on calls and meetings isn't difficult, but I always made sure to actually pay attention because afterwards, someone would usually ask if i had any questions, and I wanted to actually have intelligent questions. So I guess you could screw it up if you obviously aren't paying attention or getting anything out of it.

Drafting the simple docs is pretty easy- most firms have databases of docs that you can use as a template, and they probably aren't going to give you anything too complicated. I think the real work involved was just making sure every signature block / entity name you inserted is completely perfect, etc.

[Anonymous User]

I heard of some research/business development assignments masquerading as M&A projects, too, so look out for that.

Did this as a SA. was actually really cool. took me back to my UG finance classes.

[5ky]

I'll echo pretty much what others have said ITT. People in my summer did work on: the diligence appendices, drafting (or attempting to) draft small sections of the diligence memo, a ton of editing the diligence memo and merger agreement for grammar and typos, a number of research "projects" such as looking into various DGCL provisions, looking into what was market in recent merger agreements for a particular issue, lots of phone calls and meetings that you just listened in on, etc.

It was pretty fun, and a little easier to understand exactly what was going on compared to capital markets and bankruptcy stuff (which were less substantive).

[Anonymous User]

How did you know how to do these drafting items? Template and instructions from the person who gave you the assignment?

Yes. You will be given precedent, and your Ctrl-F and replace skills will be put to the test.

Poster who did this -- yes, I was given a template from a previous deal. They're not trying to trick you on assignments or make you do stuff you don't know how to do. And if you're confused or not sure, just ask.

[Anonymous User]

Anyone else care to comment? I'd love to get more insight before the summer.