M&A = THE most overrated practice group Forum

[dixiecupdrinking]

Lit isn't really a practice group.

Agreed to some extent. But ultimately all litigation is driven by the court, your time is being driven by the court, and your dick sucking is being driven by the court. So I can see lumping it all together for that list.

That said, there are differences in QOL / exit options, but I'm personally not sure how to break them down except that FCPA is the worst QOL-wise (travel to terrible places + tons of doc review + having to suck the USAO's dick as well as court dick; although the latter is true for most white collar practice) and IP probably has best exit options.

Do you bill travel time?

+1, I was under the impression you could bill 24/7 if you are on a 4 day business trip to Indonesia or some shit

Yeah but you still have to go to Indonesia for four days.

[FSK]

I'm pretty sure flying internationally in coach to indonesia is worse than diligence with dicks in your mouth.

[Desert Fox]

Most (all?) firms will get you rock business class for international travel.

You can bill for time in travel and any work you do, but you can't bill 24/7

[dixiecupdrinking]

Most (all?) firms will get you rock business class for international travel.

You can bill for time in travel and any work you do, but you can't bill 24/7

There also seems to be this misconception that you get to bank those billable hours and work less later or something.

No, if you bill 100 hours in the week you're on your third-world FCPA scavenger hunt, all that means is you bill an extra 50 hours or whatever this year.

Unless you're one of the insufferable people who gets off on telling people you billed 2500 instead of 2400 hours there is basically no benefit to the fact that you can bill your flight time.

[FSK]

Most (all?) firms will get you rock business class for international travel.

You can bill for time in travel and any work you do, but you can't bill 24/7

There also seems to be this misconception that you get to bank those billable hours and work less later or something.

No, if you bill 100 hours in the week you're on your third-world FCPA scavenger hunt, all that means is you bill an extra 50 hours or whatever this year.

Unless you're one of the insufferable people who gets off on telling people you billed 2500 instead of 2400 hours there is basically no benefit to the fact that you can bill your flight time.

I imagine this would have been much more relevant during the recession when meeting billable was an issue?

[dixiecupdrinking]

Sure, that's still a problem at some firms. And some places you'll get an extra bonus I tuess. But these days, most people I know have too many hours, not too few.

[Pokemon]

Working=sucking dick. Dick suckers get paid for it and the ones who get the sucking pay for it. More dick =(generally) higher wage.

[paranoia4ya]

Can someone compare accounting firm M&A/due dilligence to a law firm's practice?

[Anonymous User]

Can someone compare accounting firm M&A/due dilligence to a law firm's practice?

I worked at a big 4 and occaisionally had some M&A work there. I can't tell you what lawyers do that accountants don't but I can tell you some of what accountants do.

There's a lot more they do than listed below, but this is just what I have been involved in doing/had friends involved in. It can really depend on whether the client is buying or selling

1) valuation services - accountants will calculate what the company is worth based on the sale price. This can be done through various income based, asset based approaches. Those are the most common but there are others. They will also figure out how to do the accounting for it.
2) consolidation - companies that have significant influence over another company needs to consolidate it in their financial statements. This can be really complicated.
3) tax advisory - setting up the new entity etc. I don't really know much about what they do. Tax isn't really my thing.
4) finding buyers/companies to buy - companies that are interested in buying or selling will often come to the accounting firm for help findin a company to buy or to buy them.
5) financial analysis - perform various financial assessments to help the client determine whether the company they are buying is a good purchase and determine the value.

The big 4 all have a financial advisory group that kind of acts as investment bankers. The office I was in generally targeted acquisitions in the 50-100M range. From reading this thread it seems like the lawyers are more concerned about the terms of the deal while the accountants deal with the financial issues. I don't think it's uncommon to have both lawyers and accountants working together on a deal.

Basically the big 4 generally do the financial due diligence. They analyze the financial statements to see if there's any big red flags before hitting the buy button. But it can really depend what group you're in (valuation services vs transaction services etc.)

[Anonymous User]

Can someone compare accounting firm M&A/due dilligence to a law firm's practice?

The above is a good (and more knowledgeable than myself) statement of what the accountants do. They're mostly involved in the numbers and looking as cash flow, EBITDA, etc.

The lawyers mostly ignore the financial statements. What we do for diligence is mainly review the target's current contracts. Customer contracts (usually something like the 20-25 largest customers--how messy this is can vary widely based on how organized the target company is), leases, insurance agreements, supplier agreements, owned property, employment agreements, union contracts (if any), etc. (Some of this review will be done by specialists.) We also review ongoing, threatened and recently settled litigation involving the target company, as well as potential claims that the company has identified, and any ongoing government investigations or disclosures, such as OFAC or FCPA issues. The goal is to make sure (i) that nothing, or very little, will change in the target's business solely as a result of the transaction and (ii) that there are no hidden, unanticipated or undisclosed legal liabilities lurking.

[BuckinghamB]

Next time I hear a law student gushing about how their transactional work was INDISPENSIBLE during their SA, I'll be sending them to this thread. Thanks for this

[Hutz_and_Goodman]

As an incoming litigation associate in a class where 3/4 of the people are transactional, thanks for this.

[BuckinghamB]

Next time I hear a law student gushing about how their transactional work was INDISPENSIBLE during their SA hear someone wants to be a lawyer, I'll be sending them to this thread. Thanks for this

Fixed

[WhirledWorld]

As an incoming litigation associate in a class where 3/4 of the people are transactional, thanks for this.

Congrats, but litigation sucks too. Maybe the only job that doesn't suck is like the one guy at your firm doing trusts and estates. That guy has it fucking MADE. Never has to solicit business because half the business comes to his doorstep when boomer partners realize their family hates them and wants them to die already so they can have his money. They struggle to bill like 1500 each year. And the only dick they have to suck is the rule against perpetuities, and once you've got that on lock, you've basically escaped the great circle of dick sucking. And they have great war stories -- their job is basically be Jerry Springer, only it's for the Kennedy's and Rockefeller's.

But aside from that, there's really no reason to boast about how the dick you have to suck is only 6" in circumfrence rather than M&A's 8".

[KingDongKong]

Can someone compare accounting firm M&A/due dilligence to a law firm's practice?

I worked at a big 4 and occaisionally had some M&A work there. I can't tell you what lawyers do that accountants don't but I can tell you some of what accountants do.

There's a lot more they do than listed below, but this is just what I have been involved in doing/had friends involved in. It can really depend on whether the client is buying or selling

1) valuation services - accountants will calculate what the company is worth based on the sale price. This can be done through various income based, asset based approaches. Those are the most common but there are others. They will also figure out how to do the accounting for it.
2) consolidation - companies that have significant influence over another company needs to consolidate it in their financial statements. This can be really complicated.
3) tax advisory - setting up the new entity etc. I don't really know much about what they do. Tax isn't really my thing.
4) finding buyers/companies to buy - companies that are interested in buying or selling will often come to the accounting firm for help findin a company to buy or to buy them.
5) financial analysis - perform various financial assessments to help the client determine whether the company they are buying is a good purchase and determine the value.

The big 4 all have a financial advisory group that kind of acts as investment bankers. The office I was in generally targeted acquisitions in the 50-100M range. From reading this thread it seems like the lawyers are more concerned about the terms of the deal while the accountants deal with the financial issues. I don't think it's uncommon to have both lawyers and accountants working together on a deal.

Basically the big 4 generally do the financial due diligence. They analyze the financial statements to see if there's any big red flags before hitting the buy button. But it can really depend what group you're in (valuation services vs transaction services etc.)

Yea, but how much dick sucking is involved?

[Anonymous User]

Can someone compare accounting firm M&A/due dilligence to a law firm's practice?

I worked at a big 4 and occaisionally had some M&A work there. I can't tell you what lawyers do that accountants don't but I can tell you some of what accountants do.

There's a lot more they do than listed below, but this is just what I have been involved in doing/had friends involved in. It can really depend on whether the client is buying or selling

1) valuation services - accountants will calculate what the company is worth based on the sale price. This can be done through various income based, asset based approaches. Those are the most common but there are others. They will also figure out how to do the accounting for it.
2) consolidation - companies that have significant influence over another company needs to consolidate it in their financial statements. This can be really complicated.
3) tax advisory - setting up the new entity etc. I don't really know much about what they do. Tax isn't really my thing.
4) finding buyers/companies to buy - companies that are interested in buying or selling will often come to the accounting firm for help findin a company to buy or to buy them.
5) financial analysis - perform various financial assessments to help the client determine whether the company they are buying is a good purchase and determine the value.

The big 4 all have a financial advisory group that kind of acts as investment bankers. The office I was in generally targeted acquisitions in the 50-100M range. From reading this thread it seems like the lawyers are more concerned about the terms of the deal while the accountants deal with the financial issues. I don't think it's uncommon to have both lawyers and accountants working together on a deal.

Basically the big 4 generally do the financial due diligence. They analyze the financial statements to see if there's any big red flags before hitting the buy button. But it can really depend what group you're in (valuation services vs transaction services etc.)

Yea, but how much dick sucking is involved?

There's even more dicks to suck, for a longer period of time.

In a law firm partner is reached in what, 9-10 years? At a big 4 you're looking at least 15 years of partner dick. Also a deal will probably bring in 50K-500K in fees, to make junior partner you need to bring in at least 2M in revenue, to make equity partner you need 4M+ and you need to specialize in a certain area. That's a lot of client dick to suck since you need to bring in so many of them to get promoted.

There's senior managers who have been sucking dick for decades with no end in sight. Exhausting.

[dixiecupdrinking]

This dick sucking analogy is really fucking stupid.

[911 crisis actor]

^ Agreed

[Desert Fox]

^ Agreed

Analingus?

[lacrossebrother]

The problem was that it was funny at first but then it got over blown.

[sweeteavodka]

The problem was that it was funny at first but then it got over blown.

180.

[Anonymous User]

The myth: M&A lawyers negotiate deals whole cloth.
The reality: Literally every important deal term is negotiated and agreed upon before anyone even talks to a lawyer. Management only calls lawyers (begrudgingly) to "paper" the deal after the term sheet is already taken care of.

The myth: Deal lawyers are confidants to the entire C-suite. They're the first person the CEO calls when shit hits the fan.
The reality: Deal lawyers get shat on by 21 year-old analyst interns. The only time management calls is to scream at you.

The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.

So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.

The myth: M&A lawyers are the "closers."
The reality: I really like this one because nobody, NOBODY, is more likely to kill a deal than the lawyers. Deal lawyers will fight tooth and claw over the most insignificant provisions, losing their hair and their marriages to win points for something the client doesn't really care about (because if they did, it would have been in the term sheet so that the lawyers couldn't fuck it up -- see above).

The myth: M&A lawyers are the most "lawyerly" of corporate practice groups.
The reality: By the time an M&A lawyer gets his hands on drafting part of a purchase agreement, your counterparts in debt/equity will already have negotiated entire credit agreements.

The myth: M&A lawyers "quarterback" the deal.
The reality: If by "quarterbacking," you mean "secretarial project management work that involves harassing tax and ERISA folks who literally bill half as many hours as you" and by "deal," you mean "all the terms not significant enough for management to look at," then OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period.

M&A associate here. All of this is utterly hilarious and devastatingly accurate. Why anyone would prefer to be a deal lawyer rather than a litigator (i.e., an actual lawyer) or on the business side seems pretty mysterious to me in retrospect.

[mvp99]

The myth: M&A lawyers negotiate deals whole cloth.
The reality: Literally every important deal term is negotiated and agreed upon before anyone even talks to a lawyer. Management only calls lawyers (begrudgingly) to "paper" the deal after the term sheet is already taken care of.

The myth: Deal lawyers are confidants to the entire C-suite. They're the first person the CEO calls when shit hits the fan.
The reality: Deal lawyers get shat on by 21 year-old analyst interns. The only time management calls is to scream at you.

The myth: M&A lawyers call the shots.
The reality: The M&A lawyer's job is to suck dick. Junior associates learn to suck early and often, and if they can control their gag reflex (most just physically cannot suck dick continuously for more than 3-4 years), they become midlevels. Midlevels suck senior associate dick. And everyone sucks Partner dick. But only the best senior associate dick suckers -- the ones who really stroke the shaft, cup the balls -- make it to partner. Once they've scaled that mountain of dicks, they put their dick-sucking abilities to use by sucking banker dick (who have their own dick-sucking hierarchy from analyst and associate up to managing director). The very best lawyers, the cream of the crop, the rainmakers -- they get to suck CEO dick. Junior lawyers, however, are about nine degrees of dick sucking separation from the CEO.

So no, M&A lawyers don't call the shots. Hell, you might not even get to start sucking dick until a few years in, after countless hours in a data room leaves you starving and begging to suck dick while drafting some NDA and diligence requests.

The myth: M&A lawyers are the "closers."
The reality: I really like this one because nobody, NOBODY, is more likely to kill a deal than the lawyers. Deal lawyers will fight tooth and claw over the most insignificant provisions, losing their hair and their marriages to win points for something the client doesn't really care about (because if they did, it would have been in the term sheet so that the lawyers couldn't fuck it up -- see above).

The myth: M&A lawyers are the most "lawyerly" of corporate practice groups.
The reality: By the time an M&A lawyer gets his hands on drafting part of a purchase agreement, your counterparts in debt/equity will already have negotiated entire credit agreements.

The myth: M&A lawyers "quarterback" the deal.
The reality: If by "quarterbacking," you mean "secretarial project management work that involves harassing tax and ERISA folks who literally bill half as many hours as you" and by "deal," you mean "all the terms not significant enough for management to look at," then OK, maybe, provided that this only happens between data room waterboarding and the senior associate's refractory period.

M&A associate here. All of this is utterly hilarious and devastatingly accurate. Why anyone would prefer to be a deal lawyer rather than a litigator (i.e., an actual lawyer) or on the business side seems pretty mysterious to me in retrospect.

I think the guy/gal on the business side and the lit could say the same thing... or the entrepreneur (a real one), investment banker, auditor, accountant, etc. The average profesional/secure job is not as exciting as we were led to think.

[Desert Fox]

[Old Gregg]

I don't think lawyers kill deals that much. We aren't that important.