NYC V5 Corp Associate Taking Questions (in middle of lateraling) Forum

[Anonymous User]

I'm a third-year associate at one of the big corporate practices in New York, and just gave notice last week that I'll be lateraling to another corporate group in New York. I've done a mix of M&A and bank lending work thus far.

As a result of the lateral move, I have some down time that I can use to field any questions anyone has about the work, my move or whatever else. This board gave me a lot of help in navigating the lateral job market, so I'd like to give back in some small way.

[Neff]

Not to hijack the thread, but I’m a mid/senior associate at a V500 in Omaha who is similarly in the middle of lateraling to a top firm in the greater dust bowl region. Taking questions as well.

[Anonymous User]

Is there an appreciable difference between the quality of corp work in a NYC V10 vs a V5?

[Anonymous User]

Not to hijack the thread, but I’m a mid/senior associate at a V500 in Omaha who is similarly in the middle of lateraling to a top firm in the greater dust bowl region. Taking questions as well.

Awesome. Thanks!

Is there an appreciable difference between the quality of corp work in a NYC V10 vs a V5?

Nope, honestly. Certainly not in terms of quality. I do think there are differences between the individual firms, though, in terms of the clients you tend to work for.

Davis Polk, S&C, Cravath, Wachtell tend to do a larger share of sell-side public M&A, for example, and a much lower share of PE firm representation. By not doing as much private equity-focused work, they can pitch themselves more effectively to the large public co. that's suddenly selling itself or the target of a hostile acquiror/proxy fight/etc. Barring a major preexisting client relationship, if you're a $3B+ public company looking to sell itself, you'd generally prefer to go to a firm like these that has a lot of major sell-side representations (and there aren't that many of these firms). The further you get outside the V10, the more likely you'll find firms focusing on their PE clients (though some other firms do get some share of this business in certain industries, like tech or life sciences among others). I'm sure there are plenty of exceptions but the above's true as a general rule of thumb.

Some of those same firms (who are traditionally V5) happen to have predominantly lender-side representations in finance, for example, whereas Kirkland will be doing almost all borrower-side representations. That's not close to an ironclad rule, though, just an observation on my part. If you're doing more PE work, you'll tend to do more borrower-side work (e.g., helping Blackstone finance its newest acquisition). Simpson's a bit of anomaly - I understand anecdotally that they do a solid amount of both.

tl;dr The V5 or V10 distinction is meaningless by itself but different firms do do different work.

[Anonymous User]

What are your work-related reasons for lateraling? Are there certain qualities/characteristics a firm may have that you wish you paid more attention to when deciding to join your original firm?

[Anonymous User]

What are your work-related reasons for lateraling? Are there certain qualities/characteristics a firm may have that you wish you paid more attention to when deciding to join your original firm?

I wanted to be a bit more of a generalist than my current firm is letting me (as opposed to focusing on just M&A or just finance), and I wanted to do more work for clients in a specific industry.

To be totally fair to my current firm, I didn't know exactly what kind of work I'd end up liking when I first started at the firm. Figuring out what I like to do has been a process of ruling things out one by one, as opposed to having a clear idea from the onset. Forgive the vagueness here (for personal identification reasons), but switching to the new firm should give me the flexibility to keep doing the particular work I like while still letting me do a variety of other transactional work for certain clients.

As for things I wish I had paid more attention to in choosing my current firm... I'll name a few, but keep in mind that my own personal opinions affect these. It's easier for me to respond to more specific questions, so feel free to follow up.

• Lockstep compensation (as opposed to eat-what-you-kill compensation for partners and/or associates). Plenty of people will think otherwise but I think it generally sets out an incentive structure for partners that works well for associates. As I say this, I have plenty of friends who have or are lateraling to Kirkland for higher pay/signing bonuses, so YMMV.
• If you have the option to avoid pigeonholing yourself into a certain group, that's a good thing. Some firms will pigeonhole you into a specific practice group at the end of your summer or once you start at the firm, and sometimes that's not where you want to be. There are firms who will have you do 2-3 rotations before slotting you into one - this often works fine, but sometimes some of your rotations may be out of your control. I have friends who have left firms with very "pleasant" reputations simply because they were being forced to do work they didn't want to (hi derivatives or finance), despite liking the firm generally. This isn't always in your control, but it's worth mentioning.
• Don't try to judge a whole firm based on one (or even a couple) interactions with it. People in law school are really quick to try to stereotype different law firms as the nice ones, the passive-aggressive ones, the work-til-you-die ones, etc. There's a grain of truth in everything, but at the law school-level it's harder to filter out the rest. That said, if the firm regularly has a fuckton of people leave to go to other firms in the same city, that's not a great sign (e.g., NY to NY, as opposed to NY to CA, TX, etc.). When you have a couple offers in hand, don't be in a rush to accept one, take your time learning and deciding and by the end of it, you'll be that much more confident in your eventual choice.
• I've largely been happy at my current firm, and I'm excited to move to my new one, but I think I would've been happy at a few different places starting out (that I ultimately didn't choose). At some point, you'll be picking between firms that will appear to offer you about the same value from the outside in, and they probably are relatively similar. Picking between Davis, Cravath, Cleary, etc. is like picking between Columbia and NYU for law school to some extent. One's not going to be great while the other ruins your life or anything like that.

One other thing I'd tell people still in law school: cross-border M&A sucks, as does cross-border anything. You think it's interesting because there's an international flavor and who doesn't like traveling, but it's a pain in the ass to deal with a buyer in Germany for a seller in California, the strange legal requirements of some Dutch tender offer or local counsel in Finland. It's all hassle, and more of your time will be spent hounding people halfway across the world for sign-off on incremental changes than it will be doing anything interesting with the deal documentation.

[Anonymous User]

Do you have any insight/advice with respect to partnership strategy for people just starting with a new firm?

Maybe more generally, do you think about partnership at all at this point in your career or do you think it’s not worth thinking about until later?

[Guchster]

One other thing I'd tell people still in law school: cross-border M&A sucks, as does cross-border anything.

PERIOOOOODDDTTT


Avoid cross-border anything unless you do not have a circadian rhythm. Even if you all work in the same time zone across countries, only agree to do cross border unless all members of the team have the same level of expertise in one another's law--otherwise just have a high frustration tolerance.

[Anonymous User]

Do you have any insight/advice with respect to partnership strategy for people just starting with a new firm?

Maybe more generally, do you think about partnership at all at this point in your career or do you think it’s not worth thinking about until later?

I wouldn't think about it that much right upon starting.

The goal as a first year is to be reliable. It's not about being a genius at the beginning, it's about staying on top of what you've been assigned, communicating if things are unclear or if any complications arise and taking ownership of the work you've been given (sometimes juniors try to turn in half-assed work then leave it all to the senior to fix... not the best look). It's totally fine to make mistakes and not understand something or to carve out time in your life for other things, but people can generally tell when someone's looking to be a part of the team and it's appreciated.

Once people trust you to get things done, the world opens up in terms of the responsibilities you're given and the way people think of you.

I think it's fair to start evaluating if it's something you want to try for once you're around your third or fourth year. You'll have a better idea at that point about how much you like the work, how good you are and if you're generally well-liked (as well as how much you want it to form the foundation of your waking hours and what your tolerance is for people calling you at all hours of the day and never truly resting). But don't get hung up on partnership as an absolute - there's an awful lot of chance that goes into it, and despite the money it may not be what you ultimately want.

PERIOOOOODDDTTT


Avoid cross-border anything unless you do not have a circadian rhythm. Even if you all work in the same time zone across countries, only agree to do cross border unless all members of the team have the same level of expertise in one another's law--otherwise just have a high frustration tolerance.

One million percent yes. It's brutal hounding people many time zones over for things they don't care about half as much as you and your client do.

[Anonymous User]

How bad are your hours usually? And do you think there's a meaningful difference between V5 hours and V(whatever number) NYC firm?

[Anonymous User]

How does Skadden compare to DPW, S&C, Cravath, Wachtell, the firms you said tend to do a larger share of sell-side public M&A?

Also, is Skadden a firm that you think pigeonholes? You can do two rotations when you start as a junior, is that enough to develop somewhat of a generalist skillset?

Thanks!

[Anonymous User]

What was your sense of the exit opps available outside of lateraling?

[Anonymous User]

How bad are your hours usually? And do you think there's a meaningful difference between V5 hours and V(whatever number) NYC firm?

For any people still in law school reading this thread, it's not about the hour count but the unpredictability. It really sucks to have to cancel on all your events last-minute, to haul a laptop to dinner or to stay at home all day only because there's a chance you might receive some email from the client and you'd have to turn something around instantly upon receipt of said email (and it never comes until 12 hours later). That unpredictability, in my limited experience, has been far worse in M&A or with acquisition finance than anything outside the M&A context.

When I was in M&A, I billed about 2200 hours that year. I either came into work at 9:30-10 and left at 5:30, or I slept very little. I happened to have a stretch of cross-border deals (European buyer, west coast seller) that required me to start handling client questions and revising documents at around 6-7 a.m., and if I heard anything from seller's counsel (based in the west coast) it would be around 5-6 p.m. or later since they're 3 hours behind, at which point I'd gut myself handling those new documents and issues until early in the morning. Once a deal's in full swing, you don't sleep much before signing and sometimes closing can be equally brutal. Domestic deals are rough as well, you just don't have people hounding you at 7 in the morning.

This last year, doing mostly finance work, I also billed 2200 hours, but the hours are much more constant and predictable. The "emergency" present with everything in M&A is mostly gone. I routinely work until 8-9 p.m., but not often do I need to work much later. Sometimes I'll get staffed on commitment papers and that'll ruin parts of my weekend, but it's not the worst.

I don't think there's a meaningful difference between V5 hours and Vwhatever hours. If you're doing M&A, you're going to work really hard because that's the nature of the work. If someone's doing something as transformative as selling their company, there are fire drills that are naturally going to come with that. The law school friend of mine who's worked the longest hours by far is at Dechert, for example, and a close friend at Willkie has worked far more than I have despite doing mostly the same work. If you want better hours, the goal should be to choose a practice group that's conducive to that, rather than a firm. For example, Trusts & Estates will almost always be more of a lifestyle job, because your clients are ultra high net worth families and family offices that aren't going to call you past 5-6 p.m. about how their trusts are looking. M&A anywhere will be rough.

How does Skadden compare to DPW, S&C, Cravath, Wachtell, the firms you said tend to do a larger share of sell-side public M&A?

Also, is Skadden a firm that you think pigeonholes? You can do two rotations when you start as a junior, is that enough to develop somewhat of a generalist skillset?

Thanks!

Haha Skadden IS one of those firms that does a huge chunk of sell-side public M&A. They're right up there with the ones I mentioned previously.

I know Skadden pigeonholes on the lit side, but I'm not sure about Corp. I haven't spoken to the people I know who went there in a while. The only two things I'll say on Skadden are these:

• If you actually get your pick of which rotations they'd like you to do, I think it's probably fine. If there's a chance you get one you like and most people don't get their first picks, there's some potential to get somewhat pigeonholed (e.g., if you do M&A and bank finance, but never wanted bank finance, but they needed people anyway because it wasn't as popular a group so they slotted you in).
• I've heard anecdotally that Skadden has unofficial subgroups within groups. Like even if you're doing M&A, you might happen to end up working with a group who does a lot of bank M&A, or some other industry, etc. Not necessarily a bad thing but potentially something to be aware of.

I think they're a good firm, I just don't work there so it's hard for me to speak to it. Take everything above with a grain of salt because of that, anyone with better knowledge of the place should correct me.

What was your sense of the exit opps available outside of lateraling?

I'll caveat the following by saying I didn't explore in-house roles actively, because my personal situation makes it beneficial for me to be at a firm for at least a couple more years.

At my level, and having done M&A already (which I think helped a lot), one of our clients (who I'd done a few buy-side deals for) let me know that the option was open. I also knew I had opportunities to move to a bank if I wanted, but that's not something I want to do long-term.

There are a lot of in-house jobs that ask for 1-3 or 2-4 years experience (or more), and within New York I think I would have been as qualified for these as anyone else. That's a big what-if because I never applied. But I do think that around the time you're a third-year associate is when the in-house opportunities start opening up.

[UsernameNotTaken]

I also knew I had opportunities to move to a bank if I wanted, but that's not something I want to do long-term.

So I see this on this board quite often, but what's so bad about working in-house at a bank? Are we talking about investment banks or all kinds of banks?

[Anonymous User]

I also knew I had opportunities to move to a bank if I wanted, but that's not something I want to do long-term.

So I see this on this board quite often, but what's so bad about working in-house at a bank? Are we talking about investment banks or all kinds of banks?

It's not necessarily bad, it's just not what I want.

I'm talking largely about bulge-bracket investment banks in my previous statement, like JPM, MS or CS, among others. I don't want to do transaction support for tens and tens of deals at once, and I have zero desire to do M&A financial advisory or leveraged finance at a bank (among other things, though there are some other divisions that seem interesting on paper). I personally think it would be much more enriching for me to support one client and help them grow/develop. At the end of the day it's just not the employer I'd personally prefer to service.

[sms18]

Not to hijack the thread, but I’m a mid/senior associate at a V500 in Omaha who is similarly in the middle of lateraling to a top firm in the greater dust bowl region. Taking questions as well.

Awesome. Thanks!

Is there an appreciable difference between the quality of corp work in a NYC V10 vs a V5?

Nope, honestly. Certainly not in terms of quality. I do think there are differences between the individual firms, though, in terms of the clients you tend to work for.

Davis Polk, S&C, Cravath, Wachtell tend to do a larger share of sell-side public M&A, for example, and a much lower share of PE firm representation. By not doing as much private equity-focused work, they can pitch themselves more effectively to the large public co. that's suddenly selling itself or the target of a hostile acquiror/proxy fight/etc. Barring a major preexisting client relationship, if you're a $3B+ public company looking to sell itself, you'd generally prefer to go to a firm like these that has a lot of major sell-side representations (and there aren't that many of these firms). The further you get outside the V10, the more likely you'll find firms focusing on their PE clients (though some other firms do get some share of this business in certain industries, like tech or life sciences among others). I'm sure there are plenty of exceptions but the above's true as a general rule of thumb.

Some of those same firms (who are traditionally V5) happen to have predominantly lender-side representations in finance, for example, whereas Kirkland will be doing almost all borrower-side representations. That's not close to an ironclad rule, though, just an observation on my part. If you're doing more PE work, you'll tend to do more borrower-side work (e.g., helping Blackstone finance its newest acquisition). Simpson's a bit of anomaly - I understand anecdotally that they do a solid amount of both.

tl;dr The V5 or V10 distinction is meaningless by itself but different firms do do different work.

Is there a particular reason why sell-side public M&A work generally tend to go to top 5 law firms? (I'm not sure if the same can be said of buy-side public M&A deals?) Is part of the reason that these top law firms try to develop a specialty in sell-side public M&A work given that the pay can be more lucrative (i.e. because public company seller's advisors are ultimately on the company's payroll, even though hired/retained by the board), or is there some other reason?

[Anonymous User]

Is there a particular reason why sell-side public M&A work generally tend to go to top 5 law firms? (I'm not sure if the same can be said of buy-side public M&A deals?) Is part of the reason that these top law firms try to develop a specialty in sell-side public M&A work given that the pay can be more lucrative (i.e. because public company seller's advisors are ultimately on the company's payroll, even though hired/retained by the board), or is there some other reason?

It's not a function of their rank, it's just that those firms have historically made themselves available to do that kind of work. They've historically had that expertise and now they can market it.

It's extremely lucrative work for law firms. These deals can last a long time, and there's no good reason to be super budget-conscious when your company is literally at the end of its life cycle (being very budget-conscious would probably be extremely harmful to a seller). As a seller, you want your law firm doing everything you can to make sure your board's informed, that the process is sound the whole way through (because in 99% of public M&A, some shareholder will sue and challenge the process), that all the exec comp items are in order so the board and key officers/employees get paid out or move over, that everything goes smoothly, etc. It's a naturally time-intensive process, and there needs to be legal involvement from the beginning to prepare the company for sale internally, set up a clean auction process, deal with any activist shareholders or takeover defenses if needed, etc.

I'd challenge your idea that it's lucrative to law firms because the seller's advisors are on the same payroll, though. It's typically (maybe always or at least almost always, given Delaware case law among other things? not my expertise) a different law firm from the seller's that represents the financial advisor, so it's not the same law firm billing time for both the seller and the financial advisor. I might be misunderstanding your thought though.

[Anonymous User]

Is there a particular reason why sell-side public M&A work generally tend to go to top 5 law firms? (I'm not sure if the same can be said of buy-side public M&A deals?) Is part of the reason that these top law firms try to develop a specialty in sell-side public M&A work given that the pay can be more lucrative (i.e. because public company seller's advisors are ultimately on the company's payroll, even though hired/retained by the board), or is there some other reason?

It's not a function of their rank, it's just that those firms have historically made themselves available to do that kind of work. They've historically had that expertise and now they can market it.

It's extremely lucrative work for law firms. These deals can last a long time, and there's no good reason to be super budget-conscious when your company is literally at the end of its life cycle (being very budget-conscious would probably be extremely harmful to a seller). As a seller, you want your law firm doing everything you can to make sure your board's informed, that the process is sound the whole way through (because in 99% of public M&A, some shareholder will sue and challenge the process), that all the exec comp items are in order so the board and key officers/employees get paid out or move over, that everything goes smoothly, etc. It's a naturally time-intensive process, and there needs to be legal involvement from the beginning to prepare the company for sale internally, set up a clean auction process, deal with any activist shareholders or takeover defenses if needed, etc.

I'd challenge your idea that it's lucrative to law firms because the seller's advisors are on the same payroll, though. It's typically (maybe always or at least almost always, given Delaware case law among other things? not my expertise) a different law firm from the seller's that represents the financial advisor, so it's not the same law firm billing time for both the seller and the financial advisor. I might be misunderstanding your thought though.

Sell-side M&A is extremely lucrative because the sell-side law firm receives a "success fee" or "losing you as a client going forward fee", in addition to the fees racked up on the hourly rates. Depending on the size of the transaction, the former type of fee itself can be a 8-figure payout.

[Anonymous User]

Could you share your thoughts on why you didn’t want to do Lev Fin. What is so bad about this group and bank finance (as you lauded to above).

[Anonymous User]

Could you share your thoughts on why you didn’t want to do Lev Fin. What is so bad about this group and bank finance (as you lauded to above).

Not the OP but did a rotation with Davis Polk's credit group, which is overwhelmingly lender side. Now midlevel at different firm.

Super steep learning curve (finance is perhaps the most far removed from "law" as you learned it in law school) moving at an incredibly fast pace (transactions themselves lend themselves to machine-like churning). Also the clients themselves always know more than you, so it felt the most scribe-like. This is essentially just super condensed/fast contract drafting. Almost all of the "advising" is telling clients what's market and what's not, but lender-side clients usually have a better grasp of that than you anyway. The only thing bank clients actually care about is proper collateral perfection and making sure the loans can clear the market when they go to syndicate. So they don't really care about many of the points you fought over (not that those points don't matter if something goes wrong, but then it becomes restructuring/litigation's problem so you don't see the consequences of it).

Because the deals themselves are so precedent-based and cookie cutter (especially big bank deals), you're staffed on 6-10 of these at once and it's just a constant churn. There's no celebration or anything after the deal closes, it's just on to the next one. Lender-side exit options also suck.

Sponsor-side or restructuring/special situations-type finance appear to be more interesting but I can't speak from experience (our colleagues in those groups also seem unusually stressed. Deadlines are just as fast).

[Anonymous User]

Sell-side M&A is extremely lucrative because the sell-side law firm receives a "success fee" or "losing you as a client going forward fee", in addition to the fees racked up on the hourly rates. Depending on the size of the transaction, the former type of fee itself can be a 8-figure payout.

This too. That slipped my mind. Thank you!

Could you share your thoughts on why you didn’t want to do Lev Fin. What is so bad about this group and bank finance (as you lauded to above).

It's not that it's bad, it's just that I don't personally want to do it. I don't want to work at a bank after leaving the firm, the reasons of which I've mentioned in one of my other replies here, and it's generally an fairly narrow set of exits.

The guy below you nails a few of the other reasons, at least for me. I think the drafting's extremely interesting, and you learn some very good skills. That said, it's brutal doing commitment papers week after week as you juggle a couple different financings, and when you're junior (and even after) the collateral stuff is never fun to deal with. Eventually, you're negotiating the same points in every deal.

Could you share your thoughts on why you didn’t want to do Lev Fin. What is so bad about this group and bank finance (as you lauded to above).

Not the OP but did a rotation with Davis Polk's credit group, which is overwhelmingly lender side. Now midlevel at different firm.

Super steep learning curve (finance is perhaps the most far removed from "law" as you learned it in law school) moving at an incredibly fast pace (transactions themselves lend themselves to machine-like churning). Also the clients themselves always know more than you, so it felt the most scribe-like. This is essentially just super condensed/fast contract drafting. Almost all of the "advising" is telling clients what's market and what's not, but lender-side clients usually have a better grasp of that than you anyway. The only thing bank clients actually care about is proper collateral perfection and making sure the loans can clear the market when they go to syndicate. So they don't really care about many of the points you fought over (not that those points don't matter if something goes wrong, but then it becomes restructuring/litigation's problem so you don't see the consequences of it).

Because the deals themselves are so precedent-based and cookie cutter (especially big bank deals), you're staffed on 6-10 of these at once and it's just a constant churn. There's no celebration or anything after the deal closes, it's just on to the next one. Lender-side exit options also suck.

Sponsor-side or restructuring/special situations-type finance appear to be more interesting but I can't speak from experience (our colleagues in those groups also seem unusually stressed. Deadlines are just as fast).

My experience lines up with almost all of this.

It's true that the bankers have done a hundred more of these deals than you have, and at the end of the day you have the same relatively small set of points they care about each time. As a result, the higher up people at the bank don't do all that much, and you end up spending a chunk of time on the phone with the IB associate running through the other various process points that everyone else at the bank would prefer not to think about.

The plus is that you'll get a lot of experience turning contracts and drafting. The flip side is the deals don't change all that much after a while, and if you're good, you get destroyed with commitment papers and routine deals.

[Anonymous User]

OP from the LevFin question. Thanks for the above responses. Very helpful.

My next question is if this is true for debt Capital Markets as I know these are sometimes split at different firms.

And also, could you expand on why the borrower side is more “interesting” in your opinion? It seems like both sides deal with the same issues.

[Anonymous User]

Do all of these criticisms of Finance hold true for Capital Markets work?

[Anonymous User]

OP from the LevFin question. Thanks for the above responses. Very helpful.

My next question is if this is true for debt Capital Markets as I know these are sometimes split at different firms.

And also, could you expand on why the borrower side is more “interesting” in your opinion? It seems like both sides deal with the same issues.

I would like to know more about this too. Also, if you're doing the lev fin variation of these types of deals, is it better or worse than was the other posters described when discussing banking. I'm fairly junion at my firm but seems a bunch of associates leave to try to get different experience or do issuer sider work at the very least.

[Tenzen]

Not to hijack the thread, but I’m a mid/senior associate at a V500 in Omaha who is similarly in the middle of lateraling to a top firm in the greater dust bowl region. Taking questions as well.

Where do I get a list of the v500? I might lateral a few hundred down just to get away from a certain partner, and I hear Omaha is great.

Also, Skadden?