Transactional Practice Areas + Exit Options

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10Dufrene

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Transactional Practice Areas + Exit Options

Postby 10Dufrene » Thu Jul 27, 2017 1:01 pm

Rising 2L here. Have lurked a very long time, but there's only so long I can fish through threads from 2010-2013.

Goal is to grind it out in transactional biglaw 3-4 years and then go in-house somewhere I can work ~9-6 somewhat consistently. This is very important-- I'm fine with the rigors and lifestyle of biglaw while I'm relatively young, but ultimately I need to have a life outside of work and have a family, etc.

Is this type of lifestyle attainable with an in-house position (I assume so), and if so, are certain in-house positions more desirable than others lifestyle-wise? Which transactional practice areas give me best access to these positions?

Broadly, I understand public M&A is the best option for flexibility, but would like to hear opinions on CapMarkets, PE/Fund Formation, Credit, etc. and how they compare in terms of exit options. Anecdotally, I've heard that PE/FF doesn't necessarily give the best exit options in terms of QOL. I understand this is hair-splitting to a certain extent, but any and all input is welcome. Assume I'd be making the jump in-house from a V10.

synergy

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Re: Transactional Practice Areas + Exit Options

Postby synergy » Thu Jul 27, 2017 1:28 pm

10Dufrene wrote:Rising 2L here. Have lurked a very long time, but there's only so long I can fish through threads from 2010-2013.

Goal is to grind it out in transactional biglaw 3-4 years and then go in-house somewhere I can work ~9-6 somewhat consistently. This is very important-- I'm fine with the rigors and lifestyle of biglaw while I'm relatively young, but ultimately I need to have a life outside of work and have a family, etc.

Is this type of lifestyle attainable with an in-house position (I assume so), and if so, are certain in-house positions more desirable than others lifestyle-wise? Which transactional practice areas give me best access to these positions?

Broadly, I understand public M&A is the best option for flexibility, but would like to hear opinions on CapMarkets, PE/Fund Formation, Credit, etc. and how they compare in terms of exit options. Anecdotally, I've heard that PE/FF doesn't necessarily give the best exit options in terms of QOL. I understand this is hair-splitting to a certain extent, but any and all input is welcome. Assume I'd be making the jump in-house from a V10.


Fund Formation exit options don't have to be limited to PE, they can also exit to Hedge Funds and or 40 Act funds. In terms of QOL in-house, it depends on the firm (some in-house depts are leaner than others and that plus other factors affect qol but those same factors may affect compensation and advancement opportunities so could be good or bad depending on what you want). If you're truly going to be doing fund formation in-house though, your hours shouldn't be significantly different between PE or other funds (and generally those hours will be good across the board). What makes PE in-house hours potentially worse than other funds is if you're also doing deal work on top of the fund formation. If the PE fund's legal department is on the bigger side though, you might specialize in fund formation and an in-house m&a lawyer may do the deal work.

10Dufrene

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Re: Transactional Practice Areas + Exit Options

Postby 10Dufrene » Thu Jul 27, 2017 1:44 pm

synergy wrote:Fund Formation exit options don't have to be limited to PE, they can also exit to Hedge Funds and or 40 Act funds. In terms of QOL in-house, it depends on the firm (some in-house depts are leaner than others and that plus other factors affect qol but those same factors may affect compensation and advancement opportunities so could be good or bad depending on what you want). If you're truly going to be doing fund formation in-house though, your hours shouldn't be significantly different between PE or other funds (and generally those hours will be good across the board). What makes PE in-house hours potentially worse than other funds is if you're also doing deal work on top of the fund formation. If the PE fund's legal department is on the bigger side though, you might specialize in fund formation and an in-house m&a lawyer may do the deal work.


Thanks for the thoughtful response, that makes sense to me. In your general opinion, is there an appreciable increase in QOL going from biglaw to a PE fund doing deal work?

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SmokeytheBear

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Re: Transactional Practice Areas + Exit Options

Postby SmokeytheBear » Thu Jul 27, 2017 1:47 pm

10Dufrene wrote:
synergy wrote:Fund Formation exit options don't have to be limited to PE, they can also exit to Hedge Funds and or 40 Act funds. In terms of QOL in-house, it depends on the firm (some in-house depts are leaner than others and that plus other factors affect qol but those same factors may affect compensation and advancement opportunities so could be good or bad depending on what you want). If you're truly going to be doing fund formation in-house though, your hours shouldn't be significantly different between PE or other funds (and generally those hours will be good across the board). What makes PE in-house hours potentially worse than other funds is if you're also doing deal work on top of the fund formation. If the PE fund's legal department is on the bigger side though, you might specialize in fund formation and an in-house m&a lawyer may do the deal work.


Thanks for the thoughtful response, that makes sense to me. In your general opinion, is there an appreciable increase in QOL going from biglaw to a PE fund doing deal work?


It should be noted that, no matter what V level firm you're at--even Kirkland, which has a stranglehold on private equity work--exiting into a private equity firm is not that easy. This could be a goal, but know that it will be difficult to attain.

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Re: Transactional Practice Areas + Exit Options

Postby 10Dufrene » Thu Jul 27, 2017 1:57 pm

SmokeytheBear wrote:It should be noted that, no matter what V level firm you're at--even Kirkland, which has a stranglehold on private equity work--exiting into a private equity firm is not that easy. This could be a goal, but know that it will be difficult to attain.


Interesting--do you think PE associates from STB/K&E/Deb have decent exit ops otherwise? Not like M&A associates but still better than say Real Estate?

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Thu Jul 27, 2017 3:02 pm

Not all firms have it and sometimes this requires a science/engineering background (sometimes not though), but tech transactions is a good area for transitioning house. You'll work on license/mfg/supply agreements and this is often the type of work that is handled in-house (rather than kicked out to outside counsel). In contrast, M&A, especially bigger deals, will almost always include outside counsel. If there is no tech transactions practice at your law firm, then M&A is probably the practice area that is closest and the drafting concepts are similar.

Another practice area that seems like it has good work-life balance once you're in house is the securities disclosure counsel. Every public company has a 10-K/10-Q/etc. that it needs to file regularly. This is often handled by someone in-house. It runs like clockwork because it needs to be filed at a certain time every year. Thus, work is very predictable. Once you have the 10-K/10-Q set up, there's not necessarily a ton of changes quarter by quarter. All that being said, some might say this isn't the most exciting practice area.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Thu Jul 27, 2017 3:02 pm

Not all firms have it and sometimes this requires a science/engineering background (sometimes not though), but tech transactions is a good area for transitioning house. You'll work on license/mfg/supply agreements and this is often the type of work that is handled in-house (rather than kicked out to outside counsel). In contrast, M&A, especially bigger deals, will almost always include outside counsel. If there is no tech transactions practice at your law firm, then M&A is probably the practice area that is closest and the drafting concepts are similar.

Another practice area that seems like it has good work-life balance once you're in house is the securities disclosure counsel. Every public company has a 10-K/10-Q/etc. that it needs to file regularly. This is often handled by someone in-house. It runs like clockwork because it needs to be filed at a certain time every year. Thus, work is very predictable. Once you have the 10-K/10-Q set up, there's not necessarily a ton of changes quarter by quarter. All that being said, some might say this isn't the most exciting practice area.

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Re: Transactional Practice Areas + Exit Options

Postby ruski » Thu Jul 27, 2017 3:45 pm

in my experience the derivatives lawyer seem to have not a bad lifestyle and easy path to inhouse. ditto with funds.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Thu Jul 27, 2017 4:19 pm

10Dufrene wrote:
SmokeytheBear wrote:It should be noted that, no matter what V level firm you're at--even Kirkland, which has a stranglehold on private equity work--exiting into a private equity firm is not that easy. This could be a goal, but know that it will be difficult to attain.


Interesting--do you think PE associates from STB/K&E/Deb have decent exit ops otherwise? Not like M&A associates but still better than say Real Estate?


I am at LW and would say that if you do pure sponsor side M&A (like you would at STB/KE) your goal is 1) networking and praying to land a PE side gig (rare) or 2) playing the "I'm credentialed" so company x/y/z hire me into a general corp in-house lawyer role. As some said below, I see Tech Transactions as the best group for a pure in-house exit on the Corp side. Not many companies care that I can mark-up reps but they do love to see the ability to quickly and effectively mark-up and commercial/IP heavy contacts and our TTG folks have that.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Fri Jul 28, 2017 12:09 am

Anonymous User wrote:
10Dufrene wrote:
SmokeytheBear wrote:It should be noted that, no matter what V level firm you're at--even Kirkland, which has a stranglehold on private equity work--exiting into a private equity firm is not that easy. This could be a goal, but know that it will be difficult to attain.


Interesting--do you think PE associates from STB/K&E/Deb have decent exit ops otherwise? Not like M&A associates but still better than say Real Estate?


I am at LW and would say that if you do pure sponsor side M&A (like you would at STB/KE) your goal is 1) networking and praying to land a PE side gig (rare) or 2) playing the "I'm credentialed" so company x/y/z hire me into a general corp in-house lawyer role. As some said below, I see Tech Transactions as the best group for a pure in-house exit on the Corp side. Not many companies care that I can mark-up reps but they do love to see the ability to quickly and effectively mark-up and commercial/IP heavy contacts and our TTG folks have that.


Lot of misinformation here. The difference between PE M&A and strategic company M&A is very minimal. You'll see a few extra docs on the PE side relating to fund structure, but your exposure to those documents is value add to any strategic company, who will regularly find themselves across the negotiating table from PE buyers and sellers. Also, PE buyers regularly engage in rollup transactions that combine multiple portfolio companies and are virtually indistinguishable from other strategic to strategic transactions.

As for tech trans vs. m&a, definitely true that tech trans opens up more in house opportunities. That said, these positions tend to be more rank-and-file/lower paid corporate counsel as opposed to AGC jobs. Sure, there are more of them, but I wouldn't say (as the poster above does) that tech trans is the "best" group for corporate in house exit ops.

Separately, I think a higher % of LWs m&a work comes from PE than STBs (which is pretty close to 50/50 in most years), so I don't know where the "pure sponsor side M&A" data point comes from.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Fri Jul 28, 2017 12:17 am

Also, another word of caution re: tech trans I forgot to mention. Particularly at the shops that do a lot of m&a/cap markets/banking finance work (basically any V10), many tech trans associates end up spending most of their time doing support work for deals originated in those larger groups. This is very much not the kind of experience that companies are looking for in prospective in house lawyers.

Licensing and SaaS experience is the tech trans work that is actually valuable. Of course, you pick up some general familiarity with these contracts as you do general corporate/tech diligence, but not at remotely the same level as if you are primarily responsible for drafting and negotiating these types of contracts.

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Re: Transactional Practice Areas + Exit Options

Postby 10Dufrene » Fri Jul 28, 2017 12:48 pm

Anonymous User wrote:Also, another word of caution re: tech trans I forgot to mention. Particularly at the shops that do a lot of m&a/cap markets/banking finance work (basically any V10), many tech trans associates end up spending most of their time doing support work for deals originated in those larger groups. This is very much not the kind of experience that companies are looking for in prospective in house lawyers.

Licensing and SaaS experience is the tech trans work that is actually valuable. Of course, you pick up some general familiarity with these contracts as you do general corporate/tech diligence, but not at remotely the same level as if you are primarily responsible for drafting and negotiating these types of contracts.


Thanks a lot for your thoughtful responses--would you mind PMing me? Have a couple of more specific questions if you don't mind.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Fri Jul 28, 2017 2:05 pm

Anonymous User wrote:Also, another word of caution re: tech trans I forgot to mention. Particularly at the shops that do a lot of m&a/cap markets/banking finance work (basically any V10), many tech trans associates end up spending most of their time doing support work for deals originated in those larger groups. This is very much not the kind of experience that companies are looking for in prospective in house lawyers.

Licensing and SaaS experience is the tech trans work that is actually valuable. Of course, you pick up some general familiarity with these contracts as you do general corporate/tech diligence, but not at remotely the same level as if you are primarily responsible for drafting and negotiating these types of contracts.


I'm the PP who first mentioned tech transactions. Definitely agree with this post and the immediately prior post. Tech trans is good for in-house gigs to the extent that you get actual drafting experience. It's important to figure out exactly what the law firm is doing. Also, depending on if you do biotech tech trans vs. IT/Electronics tech trans, it can affect the types of companies that you can work for.

Regarding the point on tech trans having more in-house gigs but less seniority, I'd generally agree with that as well. M&A typically means larger deals and is closely related to overall corporate strategy, thus there's more exposure to people higher up the food chain. Speaking now in broad generalities and recognizing there's a lot of variation in-house, the M&A role in-house will be higher profile and may lead to more promotion opportunities, but it's also likely to be more stress and more hours. Likewise, a tech trans role in-house is lower profile but it's also likely a bit more chill than an M&A role.

All this being said, it's important to think about what YOU want if you're going to go in-house. At some point in your career (legal or non-legal), it's important to think about what you want out of your life and not necessarily just go for the most prestigious/highest paying role.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Fri Jul 28, 2017 3:24 pm

My opinion is that people who want to end up in house to a chill, decent paying ($160kish) position should focus on consumer or more retail economy oriented legal work.

Those practices are less profitable and they are handled by middle market firms. At my institution at least, we have many more in house lawyers focused on retail operations ( e.g., home mortgages and auto loans) than commercial transactions ( e.g., lev fin and IB issues).

Bottom line is that the consumer economy is much bigger and more regulated. The whole point of outside counsel is to take the heavy lifting on transactions that are either too complicated or where leadership wants the cover of outside counsel. On most other matters, GCs would prefer to bring as much as possible in house.

My next choice would be regulatory practices, preferably consumer related.

Finally, there are some in house departments that target the more prestigious resumes and then bring the new hire up to speed on the relevant subject matter, but my sense is that most legal departments go for subject matter expertise when hiring.

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Re: Transactional Practice Areas + Exit Options

Postby Anonymous User » Mon Jul 31, 2017 5:46 pm

SmokeytheBear wrote:
10Dufrene wrote:
synergy wrote:Fund Formation exit options don't have to be limited to PE, they can also exit to Hedge Funds and or 40 Act funds. In terms of QOL in-house, it depends on the firm (some in-house depts are leaner than others and that plus other factors affect qol but those same factors may affect compensation and advancement opportunities so could be good or bad depending on what you want). If you're truly going to be doing fund formation in-house though, your hours shouldn't be significantly different between PE or other funds (and generally those hours will be good across the board). What makes PE in-house hours potentially worse than other funds is if you're also doing deal work on top of the fund formation. If the PE fund's legal department is on the bigger side though, you might specialize in fund formation and an in-house m&a lawyer may do the deal work.


Thanks for the thoughtful response, that makes sense to me. In your general opinion, is there an appreciable increase in QOL going from biglaw to a PE fund doing deal work?


It should be noted that, no matter what V level firm you're at--even Kirkland, which has a stranglehold on private equity work--exiting into a private equity firm is not that easy. This could be a goal, but know that it will be difficult to attain.


I don't think the above is accurate for a fund formation lawyer. First, I don't know where you've got the idea that Kirkland has a "stranglehold" on private equity work. They do a shitload of volume, but a lot of it is not for the most sophisticated players. STB, Deb, Cleary, FF, Ropes, PW all form PE funds for big sponsors.

Second, exiting to a PE firm for a funds associate is one of the most common exits. No, you will not be exiting to a business role, but that's not what was implied above. If you end up doing funds work for one of the above firms and like it, you'll have a good shot to go in-house to a fund or a bank and continue doing/supervising the fund formation work. I've seen former funds lawyers get as high as GC of a fund business unit, but haven't seen any that are GC's of the funds themselves (in line with some of the other comments about M&A lawyers getting the most "prestigious" exits) . I would guess your hours in-house at a fund are going to be worse than your general corporate counterpart at a company. The people who work at funds/banks don't operate on 9-5 schedules so neither will you, even in-house. Compensation is generally better, though.

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Re: Transactional Practice Areas + Exit Options

Postby SmokeytheBear » Mon Jul 31, 2017 5:55 pm

synergy wrote:
I don't think the above is accurate for a fund formation lawyer. First, I don't know where you've got the idea that Kirkland has a "stranglehold" on private equity work. They do a shitload of volume, but a lot of it is not for the most sophisticated players. STB, Deb, Cleary, FF, Ropes, PW all form PE funds for big sponsors.


Regarding this, you are correct and my fault. Kirkland (based on the 2016 league tables) is on top by a very large margin for PE deals, not fund formation.



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