Succeeding in cap markets despite minimal competence? Forum

[Anonymous User]

Are there any other senior cap markets lawyers who feel like they don’t know any law, but are succeeding all the same? This is not to brag about being a successful slacker or a case of imposter syndrome. This is a sincere question brought about by existential angst and social criticism.

I’ve been doing this now for 7-8 years. I never had any interest in cap markets or corporate law. I went to law school wanting to be a professor and went to the right school for that, but was turned off by the terrible academic market when I graduated and the lack of choice in location of where to work (you go where the teaching job is). I also had debt. So I turned to biglaw.

I was placed in the cap markets group at a top firm as a first year and just stuck with it because no other type of legal practice seemed any more interesting and the work itself seemed easy to do.

I never took securities law and have made zero effort to learn any. While I have picked up some substantive law knowledge over the years, I feel confident that I could convey the total sum of that knowledge in a few hours. At most, 10% of my job requires knowing the law and I satisfy that requirement with a combination of checking precedents, PLC or asking the library for an answer. Very, very occasionally, I may check an actual SEC rule. I do not understand accounting and have only passing familiarity with basic finance. I treat my job the way one would treat a pass/fail class as a 3L.

I do all the work I am assigned, but never seek out work or volunteer for anything. Most days, I can go home by 7 (except for launch, pricing and closing). All nighters happen, but only perhaps 2-3 a year. I probably bill less than 50 hours on weekend days per year.

I’d say my biggest skill is familiarity with managing transactions, assigning work to the right people and giving them the guidance to get that work done quickly, and doing the absolute bare minimum that is acceptable. I get along with my colleagues and am always friendly.

My work quality is not great, but it seems to be good enough. I try to do a decent job and check all work, but I’m not obsessive about avoiding mistakes. If I fuck up, I’m ok with getting fired. It’s better than worrying all the time.


I have received the full Cravath scale and full bonuses each year (typically bill around 1800-2000), have received good reviews and continue to get recruiting calls.

I will not become a partner. I may become counsel. I certainly could stick around as an N-th year associate for at least a few more years.

The fact that I don’t know anything about my practice area doesn’t really bother me. I’m pursuing the Mr. Money Mustache/early retirement goal, which gives me a reason to keep coming to a job I don’t like. And outside of work, I enjoy learning other skills that will help me do the kind of work I’d like to do when I quit. So I can’t complain. I have it better than the vast majority of people.

But everyday I do feel a sense of existential anxiety. This job seems so pointless and I feel like a liar when I’m around my colleagues. When you are a 1-3 year, you probably dislike your biglaw corporate job and your classmates also dislike it. You can bond over that. As a senior lawyer, however, the people you are surrounded with are much more likely to be committed to the job. This means that it’s hard to connect with them because they don’t feel the same apathy or criticism of the profession.


Just wondering if anyone else feels like they are ascending the corporate legal ladder like a zombie?

[2013]

Nothing to add, given that I’m not a senior, but seems like you have it good given your goals.

You have no aspirations to become partner, so who cares that you know nothing about your practice.

Also, you sound like a “privileged” individual (not a bad thing), which may play into this whole feeling.

I’d say just enjoy the ride!

[dabigchina]

Somewhat off topic, but I would love it if you do an AMA and discuss how you managed to do this. As a junior, it's refreshing to see someone who is able to carve out an ok lifestyle in biglaw. The prevailing wisdom on this forum seems to be "you have to kill yourself, or you are fucked forever."

[SamuelDanforth]

I know someone who basically made a career out of the life you're describing. He was an excellent student, started a Ph.D but decided to drop out when his wife became pregnant, went to law school to become employable, joined a firm and was slotted into cap markets, just stuck with it without much of an intellectual interest, pulled all-nighters and serious weekend work a few times a year for filings but had good hours beyond that, had several kids and plenty of hobbies outside of work, bounced between being counsel and non-equity partner at firms in NY and London. He retired at 60.

It seems like a good life if you can't manage it, especially if you're disciplined enough to spend time with your family and develop commitments outside of work that interest you.

[Anonymous User]

Is it less reasonable to lead this kind of life in M&A work? Do you need to be more "intellectually involved" and more studied for that type of work?

[JHP]

Somewhat off topic, but I would love it if you do an AMA and discuss how you managed to do this. As a junior, it's refreshing to see someone who is able to carve out an ok lifestyle in biglaw. The prevailing wisdom on this forum seems to be "you have to kill yourself, or you are fucked forever."

I'd like to second this.

[abiglawyer]

Guys, it's pretty unlikely OP has discovered some secret formula for having a decent QOL in biglaw. This sort of a thing is more or less a function of how good your work product is with minimal effort and the patience/needs/general disposition of the people you work with.

[dabigchina]

Guys, it's pretty unlikely OP has discovered some secret formula for having a decent QOL in biglaw. This sort of a thing is more or less a function of how good your work product is with minimal effort and the patience/needs/general disposition of the people you work with.

sure, but i'd like to hear that from OP.

[legalpotato]

My anecdotal experience with CapM is that you can probably get away with exactly what OP describes. Basically you help comply with required forms and processes from the SEC, something anyone who can read instructions can and MoFo articles can do, and everything else you do is pointless. spend 10 hours doing circles, even though we know that the auditors will provide no comfort and we will eventually cave and ask the company to provide backup, to which the company will respond with some nonsense that we are going to accept no matter how bad it is because we don’t want to blow the deal. The most pointless diligence exercises ever. As far as the filing docs go, basically look up 5 other companies that have done the same thing you are doing and copy and paste.

And just to be clear, I am not knocking OP or anyone in CapM. There should be life outside of biglaw, and CapM is great for that. It’s just not fulfilling in the slightest.

[Anonymous User]

OP here. Sure, I'm happy to say more. Before law school, I had had a few low-stress part-time jobs, but I mostly did academic things like teaching and research in which I had a lot of independence and little oversight. I had never made any real money (the most was probably $25k/year), but I was pretty happy and, I suppose, privileged in non-financial ways as well so the low pay never bothered me.

Biglaw was the polar opposite of that life. Suddenly, I had what felt like an obscene amount of money. I should mention that I worked outside the US and received a high COLA so my pay was particularly high (I don't want to get side-tracked here talking about biglaw abroad; I can do that in a separate thread). I had close to $150K in debt and yet was still able to repay it all in the first year (plus stub), and save a small emergency fund.

But the cost of that salary felt really high. My first year in biglaw was the worst working experience of my life. I was in the office past midnight most weekdays; people were calling/emailing me with requests and questions I didn't understand; I didn't appreciate the level of detail and conscientiousness that was required so I would get yelled at a lot for being sloppy; in a nut shell, it took me a while just to understand what the fuck my job even was. I know that sounds strange, but when you go to law school you assume your job will have something to do with law. In reality, a junior capital markets job is mostly reflecting comments other people made, keeping track of shit, and managing work streams; there is virtually no substantive legal dimension. I was not a great associate.

A few things saved me from getting fired -- some that I was responsible for and others that I was just lucky about. The lucky things were: we were pretty busy and it was hard to find associates for our office so a mediocre associate was better than no associate; the abusive partner who consistently swore at me eventually began tormenting someone else and I ended up working with a really nice, supportive and patient group of people (certainly the most important factor that allowed me to survive); I generally would not work the weekends. This was a life-saver because I knew that no matter how awful my week was, I had that two-day island of peace to look forward to. Things that I was responsible for: I never refused work and was always responsive to messages; I got better at things. I'm not a naturally detail-oriented person, but I was able to come up with my own procedures and workflow that allowed me to just become much better at my job. I couldn't have made that progress if the more senior lawyers hadn't been so patient, but I also wouldn't have made that progress if I hadn't resolved that this was a damn lot of money and I should make more effort not to get fired. Another valuable thing I did was to try to be a pleasant person. No one wants to work with a curmudgeon. Even when I was hating my job with the hottest rage, I never channelled that anger toward my colleagues. People are much more willing to tolerate (and even laugh at) mistakes (even huge mistakes) if they like you personally. And it's more pleasant for you as well.

Still, for the first two years, I was miserable. I was sleep deprived and depressed. Some days I would just find myself crying for no reason. It sucked.

Some things that improved my life: I snagged a part-time (unpaid) teaching job (one class, one day a week) that gave my work week some meaning and pleasure; I discovered Mr. Money Mustache/financial independence movement and that made me more grateful for this high salary and more confident that I could have the life I wanted in a relatively short period of time; I became more senior so really miserable assignments could be offloaded to juniors and I had much more visibility and control over my schedule.

Contrary to what I said in my first post, I have tried somewhat to learn more substantive law about securities. Every six months or so I resolve to just read a treatise or even an E&E on securities law. But each time, after five minutes, I am so fucking bored that I conclude that if I ever really needed this information for the job I would rather just ask someone and risk looking dumb than spend any significant time learning it up front.

Most importantly though, I had an epiphany about my job, which I found to be very comforting: nothing I was doing in capital markets mattered. The chance that any litigation will arise out of our transactions is very small to begin with. The chance that anything that lawyers do on the transaction would materially impact that litigation is also small. And even if shit went down, the worst possible outcome is that very wealthy institutions will lose a little money and I will get fired from a job I don't particularly care for. This is not the end of the world. This whole practice area is a giant CYA and box-checking exercise. The main task is to figure out which particular boxes the more senior lawyers or client cares about, focus on that, and then do the bare minimum on all the standard box-checking.

I now try to get meaning from teaching part-time, learning other skills, preparing for life after biglaw, all while watching my investments increase. This is not a bad life. I know that objectively. But what prompted me to begin this thread is a persistent feeling of sadness and emptiness. Even though this all makes sense on paper, spending such a large part of the week on a job that is meaningless feels bad for my soul. I don't meant to seem overly spiritual, but I can't find a better way to describe it.

Anyway, to answer other questions, I think this approach to biglaw would be harder in M&A. I did a little M&A and my brief experience suggested that the unpredictability of the hours makes having a life outside of work more difficult. M&A work seemed more intellectually engaging than capital markets, but for me at least, the trade-off in life style is not worth the stimulation.

As "abiglawyer" said, there is no secret. The most important things are (1) getting in with a group of people you get along with (hard to control, but easier when you lateral), (2) taking responsibility for making sure things get done, (3) accepting that your job is not really about law; it's primarily about making the lives of the lawyers above you easier, and (4) always being a pleasant person. That said, I do think coming from a top school is helpful. I get the sense that lawyers who are much better at their jobs than I am are not given the same breaks that I get simply because I went to a fancier school. I'm not saying that I'm going to be made partner or counsel simply because of my law school (I won't); just that people seem a little more willing to let some mistakes slide.

[Wild Card]

Please tell me where you work so I can lateral there ASAP.

[Anonymous User]

spend 10 hours doing circles, even though we know that the auditors will provide no comfort and we will eventually cave and ask the company to provide backup, to which the company will respond with some nonsense that we are going to accept no matter how bad it is because we don’t want to blow the deal.

So. True.

[Anonymous User]

To the OP:

I have worked in a variety of industries. I was an engineer for about 5 years coming out of undergrad for a very important engineering firm that does major major projects that you have heard of. Every job I ever had, including the engineering jobs, and the post-law school biglaw jobs, I felt like I could have done as a high schooler. I would say 70% of any job I have had is "just showing up," 20% of the job is "repeating things people have told me/covering my ass," and MAYBE 10% (at most) is intelligence/innovation. I dont think this is specific to cap markets, or to law, or to any specific industry. I honestly think thats just how corporate work (which I'm counting law firms and engineering firms as) is. If I was a welder or something, I assume the quality of my work might matter. As both an engineer and lawyer, I think the conclusion I came to is if I end up making a mistake or doing low quality work, then: (1) most likely there are enough checks in place that it doesnt matter/would get corrected anyway, (2) it wouldnt matter enough that anyone would notice anyway, and (3) even in the worst case that everything fucks up because of a decision I make, it wouldn't happen until well after I have either been promoted, changed companies, or retired. The most important thing is just show up and dont fuck up massively such that you lose a client. I have changed industries and companies enough times that I think thats just how the world is...

[Anonymous User]

I'm not a naturally detail-oriented person, but I was able to come up with my own procedures and workflow that allowed me to just become much better at my job.

Can I ask more about this? I am also kinda far away from being detail-oriented so would love to hear how you could manage that.

In regard to your feeling of emptiness, I totally understand. I am also planning to go back my alma matter to teach students after spending a few years in biglaw. A couple of my business law professors taught us part time while being an of counsel at big law (it’s not state, though). I want to follow that track as well.

[Anonymous User]

To the OP:

I have worked in a variety of industries. I was an engineer for about 5 years coming out of undergrad for a very important engineering firm that does major major projects that you have heard of. Every job I ever had, including the engineering jobs, and the post-law school biglaw jobs, I felt like I could have done as a high schooler. I would say 70% of any job I have had is "just showing up," 20% of the job is "repeating things people have told me/covering my ass," and MAYBE 10% (at most) is intelligence/innovation. I dont think this is specific to cap markets, or to law, or to any specific industry. I honestly think thats just how corporate work (which I'm counting law firms and engineering firms as) is. If I was a welder or something, I assume the quality of my work might matter. As both an engineer and lawyer, I think the conclusion I came to is if I end up making a mistake or doing low quality work, then: (1) most likely there are enough checks in place that it doesnt matter/would get corrected anyway, (2) it wouldnt matter enough that anyone would notice anyway, and (3) even in the worst case that everything fucks up because of a decision I make, it wouldn't happen until well after I have either been promoted, changed companies, or retired. The most important thing is just show up and dont fuck up massively such that you lose a client. I have changed industries and companies enough times that I think thats just how the world is...

OP here. This response is really helpful to me. I'm glad to hear that I'm not crazy and that this dynamic is common in corporate work. It is further evidence for what I've suspected -- that moving to a different firm or in-house or some other corporate environment is not going to cure the feeling of emptiness that I have in this work. I would like to (1) use my head and (2) use it for something that is actually valuable. I'm on track to do that soon; just need to suck it up for longer. In the meantime, these feelings aren't fun, but it's helpful to hear that I'm not the only one who experiences them.

yhchoi - to answer your question....well....I feel like this would warrant an entire thread since I have so much advice on this. But I'll share three things that have helped a lot. First, I maintain a Word file listing every document and task that needs to be completed on a deal and as random requests to review/comment/draft/answer come in, I add them to this list immediately, together with the deadline that I think they should be completed by and who they need to go to. This is a shared document with members of my team and I encourage juniors to list everything here and add strikethroughs over completed tasks. This way we keep track of everything and we don't waste time asking each other when X is due. At the end of the day, I look through upcoming tasks on each of my transactions so I can think ahead for the next day about what we'll be doing and who to assign what to. I think this is also helpful to juniors as they can also see how busy their day will be. A big part of biglaw is just keeping track of things.

Second, I try to think about every task as something that can be accomplished by following a specific set of instructions, like a computer program. For example, if you are drafting a disclaimer, you want to (1) find a precedent based on factors A,B,C; (2) change company name; (3) look for deal element X, Y and Z; if present, make change X-1, Y-1 or Z-1, accordingly. I view my job mainly as one of developing and maintaining correct procedures and making sure juniors understand those procedures. I want to limit the application of independent thought (by myself or others) as much as possible.

Third, check junior work after the first 30 minutes. If I ask a junior to do something at 10 AM and I need it by 5 pm, I stop by to check it at 10:30 AM (and I will tell them I will do this). This way, if they are doing the wrong thing I can nip it in the bud and get them on the right track. The junior is happy because they aren't spinning their wheels for hours and feeling lost, and I'm happy because I'm not staying until 10pm fixing shit work.

[abiglawyer]

Most importantly though, I had an epiphany about my job, which I found to be very comforting: nothing I was doing in capital markets mattered. The chance that any litigation will arise out of our transactions is very small to begin with. The chance that anything that lawyers do on the transaction would materially impact that litigation is also small. And even if shit went down, the worst possible outcome is that very wealthy institutions will lose a little money and I will get fired from a job I don't particularly care for. This is not the end of the world. This whole practice area is a giant CYA and box-checking exercise. The main task is to figure out which particular boxes the more senior lawyers or client cares about, focus on that, and then do the bare minimum on all the standard box-checking.

Thanks for sharing, OP, this was an interesting read. I think the above is a good attitude to have if, like me, you tend to stress over the small details a little too much. Caring a bit less can actually (maybe paradoxically) make you a better lawyer.

[Anonymous User]

OP, what types of cap markets work do you do? I’m a second year who have mostly been doing IPO work and the seniors in my team do have to stay up late a lot and are expected to be able to answer clients’ law-related questions on the spot. Would be great to hear how things are different outside IPO.

[Anonymous User]

OP here. My experience working in the US is limited so it’s possible that those deals are different. Maybe 30% of my work are IPOs? But little to no registered deals. I have had clients ask me legal questions, but no one has ever demanded an answer on the spot (even they did, it would be an unreasonable demand and I don’t think anyone should spend their time preparing for such an eventuality). I’ve always had at least 30 minutes (usually a day+) to provide an answer, which is enough time to look it up or ask someone.

Frankly, a lot of the time a question is just something like what is this form asking for or do these research guidelines let me say such and such. And you can just read the text with the caller and easily provide an answer. A lot of questions aren’t about seeking information or advice. They just want the comfort of someone else telling them their interpretation is reasonable, and any native English speaker with basic reading comprehension can answer.