What do summer associates do in corporate?

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What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 1:40 pm

I am sure we have had this thread. Sorry. This is kind of helpful, for instance, but focuses just on whether or not one has to research. If you don't do research, what do you do? Thinking particularly of M&A and hedge fund work, but discussing other corporate topics is welcome. Are you actually allowed to look over agreements, or is it more of a tag-along and observe kind of thing?

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Tue Apr 09, 2013 2:48 pm

Anonymous User wrote:I am sure we have had this thread. Sorry. This is kind of helpful, for instance, but focuses just on whether or not one has to research. If you don't do research, what do you do? Thinking particularly of M&A and hedge fund work, but discussing other corporate topics is welcome. Are you actually allowed to look over agreements, or is it more of a tag-along and observe kind of thing?


Here are things I did in corporate as a summer associate:

(1) Do legal research (both "real law" and SEC regs / exchange rules), mostly related to transaction timing and structuring

(2) Research precedent transactions. Basically, pull the agreements for the last 10 [insert transaction type here] deals that resemble the one you're working on and make a chart and/or memo summarizing and comparing the key terms (e.g., termination fee, go shop period, non-typical reps and warranties, etc.)

(3) Compile schedules (e.g., for an equipment financing transaction, compile details about the underlying collateral)

(4) Draft secondary documents / certifications based on models (e.g., board certifications)

(5) Diligence (review contracts and summarize potential issues that need to be considered in an acquisition)

(6) Listen in on conference calls

Generally, you are doing more than tagging along and observing. At my firm, you actually did more or less what first years would do (albeit not as much of it). That said, what first year corporate associates do isn't necessarily the most glamorous stuff. Mostly along the lines of the above.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 2:53 pm

Surprisingly I did a good amount of research, probably because the firm still wants written work from corporate-track SAs. Also, nobody in corporate likes doing research, so the associates will always give an SA the first crack at looking into anything that must be researched.

Other stuff I did included: taking notes on conference calls and turning drafts of secondary documents; reading through past agreements and flagging issues that could come up with a current transaction; proofreading documents/making sure internal cross references made sense; etc. On a few occasions I was given the chance to draft substantive parts of primary deal documents from scratch. There's actually a good variety of work in corporate, especially since each deal is so different and raises unique issues.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 3:14 pm

imchuckbass58 wrote:
Anonymous User wrote:I am sure we have had this thread. Sorry. This is kind of helpful, for instance, but focuses just on whether or not one has to research. If you don't do research, what do you do? Thinking particularly of M&A and hedge fund work, but discussing other corporate topics is welcome. Are you actually allowed to look over agreements, or is it more of a tag-along and observe kind of thing?


Here are things I did in corporate as a summer associate:

(1) Do legal research (both "real law" and SEC regs / exchange rules), mostly related to transaction timing and structuring

(2) Research precedent transactions. Basically, pull the agreements for the last 10 [insert transaction type here] deals that resemble the one you're working on and make a chart and/or memo summarizing and comparing the key terms (e.g., termination fee, go shop period, non-typical reps and warranties, etc.)

(3) Compile schedules (e.g., for an equipment financing transaction, compile details about the underlying collateral)

(4) Draft secondary documents / certifications based on models (e.g., board certifications)

(5) Diligence (review contracts and summarize potential issues that need to be considered in an acquisition)

(6) Listen in on conference calls

Generally, you are doing more than tagging along and observing. At my firm, you actually did more or less what first years would do (albeit not as much of it). That said, what first year corporate associates do isn't necessarily the most glamorous stuff. Mostly along the lines of the above.


I'm not the original poster, but thanks for the response! I have a couple of questions about (1) and (2).

Regarding (1), I have a hard time envisioning what a research assignment regarding, for example, structuring would look like. Are the questions like "hey, company X wants to buy foreign company Y, then merge Y with domestic company Z. Are there any problems with this structure?" And if the questions are like this, where would you even begin to look for the answer? It just doesn't seem like the sort of issue you can conquer by rummaging through westlaw.

Regarding (2), I'm sure I'm worrying too much, but your comment about the charts stopped me. Do you think MS Excel competency is expected of a corporate associate?

Thanks very much, and sorry to pry more out of you.

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Tue Apr 09, 2013 3:32 pm

Anonymous User wrote:Regarding (1), I have a hard time envisioning what a research assignment regarding, for example, structuring would look like. Are the questions like "hey, company X wants to buy foreign company Y, then merge Y with domestic company Z. Are there any problems with this structure?" And if the questions are like this, where would you even begin to look for the answer? It just doesn't seem like the sort of issue you can conquer by rummaging through westlaw.

Regarding (2), I'm sure I'm worrying too much, but your comment about the charts stopped me. Do you think MS Excel competency is expected of a corporate associate?


(1) No, it's more like "What process steps does the independent committee of the board need to follow when assessing an offer by the controlling shareholder to buy the remaining shares it does not already own, and based on the fact pattern before us, to what degree has the board lived up to these requirements so far?" (basically, will we get sued for breach of fiduciary duties, and what should we tell the client to do so they minimize this risk). Or, "can a controlling shareholder cause a company to pay a PIK dividend instead of a cash dividend without breaching its fiduciary duties to minority shareholders." These sorts of questions don't arise all the time - it's usually in contexts where there are big fiduciary duty questions, such as (a) controlling shareholders situations, (2) management buyouts or other affiliated party transactions, and (3) competitive bids.

(2) All the charts we made were in word. To the degree they are in excel, all you need to know how to do is input data, and resize / format cells. No excel proficiency required.

Edit: Another example of a research question I remember: The NYSE rules have a "distressed company exception" where you can bypass shareholder approval requirements when the passage of time required to get shareholder approval would seriously threaten the viability of the enterprise. You can do research on what sort of fact patterns exactly have been deemed to satisfy the exception, and which fact patterns haven't, with an eye towards assessing whether or not your client's situation would fall under the exception.

Also, if you do bankruptcy work at all (some firms call this "corporate"), you'll do tons of legal research on bankruptcy law, since even if you're not actually in bankruptcy court, all the negotiation takes place in the shadow of litigation.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 3:42 pm

imchuckbass58 wrote:
Anonymous User wrote:Regarding (1), I have a hard time envisioning what a research assignment regarding, for example, structuring would look like. Are the questions like "hey, company X wants to buy foreign company Y, then merge Y with domestic company Z. Are there any problems with this structure?" And if the questions are like this, where would you even begin to look for the answer? It just doesn't seem like the sort of issue you can conquer by rummaging through westlaw.

Regarding (2), I'm sure I'm worrying too much, but your comment about the charts stopped me. Do you think MS Excel competency is expected of a corporate associate?


(1) No, it's more like "What process steps does the independent committee of the board need to follow when assessing an offer by the controlling shareholder to buy the remaining shares it does not already own, and based on the fact pattern before us, to what degree has the board lived up to these requirements so far?" (basically, will we get sued for breach of fiduciary duties, and what should we tell the client to do so they minimize this risk). Or, "can a controlling shareholder cause a company to pay a PIK dividend instead of a cash dividend without breaching its fiduciary duties to minority shareholders." These sorts of questions don't arise all the time - it's usually in contexts where there are big fiduciary duty questions, such as (a) controlling shareholders situations, (2) management buyouts or other affiliated party transactions, and (3) competitive bids.

(2) All the charts we made were in word. To the degree they are in excel, all you need to know how to do is input data, and resize / format cells. No excel proficiency required.

Edit: Another example of a research question I remember: The NYSE rules have a "distressed company exception" where you can bypass shareholder approval requirements when the passage of time required to get shareholder approval would seriously threaten the viability of the enterprise. You can do research on what sort of fact patterns exactly have been deemed to satisfy the exception, and which fact patterns haven't, with an eye towards assessing whether or not your client's situation would fall under the exception.

Also, if you do bankruptcy work at all (some firms call this "corporate"), you'll do tons of legal research on bankruptcy law, since even if you're not actually in bankruptcy court, all the negotiation takes place in the shadow of litigation.

(I'm the person that asked the questions)

Thank you so much, Chuck, that's super duper helpful!

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 5:09 pm

OP here. Just wanted to say thanks -- this is all very helpful.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 6:05 pm

I also did some substantive work in several securities offerings. I drafted portions of the prospectus (revised later by associates of course) and other related agreements. You will usually have some templates or forms to work with.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 6:58 pm

1) This thread might be helpful too:
viewtopic.php?f=23&t=204068

2) How much of this is learned on the job? I mean, I read Dealbook and the WSJ, but a lot of the tasks being described here are worryingly unfamiliar.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 7:42 pm

Anonymous User wrote:1) This thread might be helpful too:
viewtopic.php?f=23&t=204068

2) How much of this is learned on the job? I mean, I read Dealbook and the WSJ, but a lot of the tasks being described here are worryingly unfamiliar.


Thanks for that.

Also concerned about #2 -- I guess that's in part why I started this thread. Had a great opportunity to take a course recently in which I was exposed to LPAs and related documents, so I'm hoping that will give me some slight familiarity with the basics, but admittedly I do worry about partner/senior expectations relative to something like lit, where everyone already knows how to research. Does working from templates really make it relatively manageable?

- OP

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Re: What do summer associates do in corporate?

Postby Anonymous User » Tue Apr 09, 2013 8:24 pm

Closing binders.

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Re: What do summer associates do in corporate?

Postby philosoraptor » Thu Apr 11, 2013 12:02 pm

Sorry if this is a dumb question. I had only a couple transactional assignments as an SA last summer, but I'm hoping to do corporate when I return. We're all pretty familiar with Westlaw and lit research materials from school, but what do y'all think are the best corporate research tools? Like, PLC, Bloomberg Law, treatises/practice guides, plain statutes, others? I know it will depend on your specific area and what your firm has access to, but do you have "go-to" sources for questions on M&A, securities, or general state corporate stuff?

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Re: What do summer associates do in corporate?

Postby Anonymous User » Thu Apr 11, 2013 1:06 pm

Since above poster just bumped this anyway, I had another question also: in firms where you're made an offer from a specific group (still V100 w/"100% offer"), do those groups choose you purely on the basis of your summer work, or would school/grades also be a factor? (Some groups seem more desired b/c of reputation/exit ops)

-OP

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Thu Apr 11, 2013 2:40 pm

Anonymous User wrote:Since above poster just bumped this anyway, I had another question also: in firms where you're made an offer from a specific group (still V100 w/"100% offer"), do those groups choose you purely on the basis of your summer work, or would school/grades also be a factor? (Some groups seem more desired b/c of reputation/exit ops)

-OP


So, I do not know if this is actually true, but at the firm I summered at, you preferenced your groups after accepting full times, and they claimed to place you purely based on preference, subject to firm need. So in other words they decided that Group A needs 10 associates, Group B needs 5, etc., then they place the 10 associates that ranked group A first in group A. If more than 10 put it down first, they do a lottery. If less than 10 put it first, they take people who put it second. Supposedly individual partners have no sway in this process. I at least partially believe this, since everyone I know got either their first or second choice group.

That said, it's the type of firm where you do two one-year rotations between groups, then get placed in a permanent group as a third year. I imagine at that stage it has more to do with a mutual fit between your interests and their perception of your track record.

And to clarify, when I say "groups" I mean within corporate. As far as I know, everyone who wanted to do lit got lit, and everyone who wanted to do corporate got corporate. Most firms are very loath to put people in corporate if they want lit or vice versa, since that often makes people really unhappy. Supposedly, even if one year is very unbalanced (my year, for example, heavily tilted corporate), it usually smooths out over 2-3 years so it's not a problem.

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Thu Apr 11, 2013 2:49 pm

philosoraptor wrote:Sorry if this is a dumb question. I had only a couple transactional assignments as an SA last summer, but I'm hoping to do corporate when I return. We're all pretty familiar with Westlaw and lit research materials from school, but what do y'all think are the best corporate research tools? Like, PLC, Bloomberg Law, treatises/practice guides, plain statutes, others? I know it will depend on your specific area and what your firm has access to, but do you have "go-to" sources for questions on M&A, securities, or general state corporate stuff?


If you're researching Delaware law, usually it's a combination of Westlaw and treatises (Folk and Balotti are the two big ones). You can also use Westlaw to pull the SEC regs.

A lot of your "research," however, won't be true legal research. Rather, it will be pulling old agreements from previous transactions to compare terms, etc. Your firm will have a big internal database of both model agreements and agreements from previous transactions the firm has worked on. To the extent you want other agreements, most M&A or capital markets documents have to eventually be filed with the SEC, so you can just pull them down from EDGAR (the SEC's filing database).

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Re: What do summer associates do in corporate?

Postby pianogirl » Thu Apr 11, 2013 2:59 pm

Are these experiences particular to a certain geographic locations like NYC Biglaw? Or do you think these are common in any biglaw firm.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Thu Apr 11, 2013 4:32 pm

reiterating the concerns of other people - how much of this is learned on the job? im somewhat worried of showing up one day one somehow not knowing things i already should/they expect me to know. thoughts?

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Re: What do summer associates do in corporate?

Postby Anonymous User » Thu Apr 11, 2013 6:02 pm

Anonymous User wrote:reiterating the concerns of other people - how much of this is learned on the job? im somewhat worried of showing up one day one somehow not knowing things i already should/they expect me to know. thoughts?


for me 90% was learned on the job. I was mostly in capital markets practice and I didn't even know the difference between equity and debt. Law school will teach you the theories but you will have to learn on the job about the various actual documents in a deal and the market practices in drafting them.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Thu Apr 11, 2013 7:51 pm

Thanks again to Chuck, and to the above poster. Reassuring that we don't have to be finance geniuses. I had forgotten that group is something that is often determined in your first few years, rather than immediately after your summer.

-OP

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Re: What do summer associates do in corporate?

Postby Anonymous User » Sat Apr 13, 2013 8:55 pm

Sorry - separate/OT tag-on questions from OP.

1) How often did you stay past 5/6?
2) How often did you come in on weekends?
(I know these things are supposed to be "rare" in theory just looking for a survey of actual experiences)
3) How often are firm events? (I know this varies by firm, again just looking for a sample.)
4) I know an associate at my firm who didn't go to a lot of the events, and still got an offer -- I'm assuming I still shouldn't take this as a ticket to not show up?

(I ask because I always hear that as an associate you can't make concrete plans because things always come up last minute at night and on the weekend, and your friends start to resent your being unavailable. I am just wondering how often this happens, if at all, during the summer.)

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Sun Apr 14, 2013 5:47 pm

Anonymous User wrote:Sorry - separate/OT tag-on questions from OP.

1) How often did you stay past 5/6?
2) How often did you come in on weekends?
(I know these things are supposed to be "rare" in theory just looking for a survey of actual experiences)
3) How often are firm events? (I know this varies by firm, again just looking for a sample.)
4) I know an associate at my firm who didn't go to a lot of the events, and still got an offer -- I'm assuming I still shouldn't take this as a ticket to not show up?

(I ask because I always hear that as an associate you can't make concrete plans because things always come up last minute at night and on the weekend, and your friends start to resent your being unavailable. I am just wondering how often this happens, if at all, during the summer.)


Here's my experience, but it really varies by firm and what you're working on (for instance, I know a summer who pulled all-nighters because he was on a deal with a short closing timeline):

(1) I stayed past 5-6 most days, but not past 7 or 7:30. The thing is, in NYC, the "regular" work day is more like 10-6, so if you're leaving at 5, you're actually leaving early, not on time. I would say I stayed past 7:30 maybe on average once a week, but it was scattered. So one week I stayed until 10 or 11 every night, but there were several weeks when I never stayed past 7. All of this is excluding social events, of course.

(2) I came in on two weekends during my 10-week summer (in each case, for about 6-7 hours on one weekend day). I had the option of doing the work from home, but I'm much more efficient in the office.

(3) We usually had one presentation during the workday and one social event in the evening per week. Of these, I'd say half the evening social events were truly optional (i.e., "sign up if you want to go to the Mets game"). The other half were not technically mandatory, but pretty much everyone went unless they had to work late.

(4) You will probably still get an offer even if you don't show up to the events, as long as you do good work and are otherwise personable. That said, I would strongly, strongly recommend you go to the events. Seriously - go to all the events. Hang out with your friends on weekends.

Here's the thing about being an SA. Getting an offer is not really what you need to focus on. I mean, yes, get an offer, but unless you're seriously deficient or your firm is in serious trouble, that's more or less a given. Much of the point of the summer is to meet people, both (a) so you can make an informed decision about whether to return to the firm, and (b) so that you have contacts, information, and people you might want to work with once you return. I met many associates and partners I would not have otherwise at social events, and this can be invaluable in terms of figuring out which groups have people you like and which don't. It can also help, for instance, if you want to be in X group, but didn't really get to do a ton of work in that group during the summer. If they know you, it's much easier to get placed there than if you're just some random incoming first year who wants to be in that group.

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Re: What do summer associates do in corporate?

Postby Anonymous User » Sun Apr 14, 2013 6:03 pm

Thanks so much -- especially for the last paragraph. I never really thought about events that way. Glad I heard it before the summer so I don't miss out on any opportunities.

- op

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Re: What do summer associates do in corporate?

Postby imchuckbass58 » Sun Apr 14, 2013 7:42 pm

Anonymous User wrote:Thanks so much -- especially for the last paragraph. I never really thought about events that way. Glad I heard it before the summer so I don't miss out on any opportunities.

- op


Yeah, I mean you don't have to bend over backwards to go - obviously if you have something important (e.g., SO's birthday, brother's wedding, etc.) definitely that takes priority, and same with if you have work to do. But I never really understood people who skipped social events just to watch TV, or to grab drinks with friends when they can do the same thing the next night.




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