So... what do you actually do in Transactional Biglaw? Forum

[Lawyerhead]

This is a good thread.
I was kind of wondering this myself, as I prepared to tell interviewers I was hooked on hard core transactional.

That's not a good idea. The interviewer will ask follow up questions, and it won't end well.

Anyway, it's really hard for a summer associate to get an accurate picture what's involved in transactional work. For every thing a SA would see, there will be 10 things they don't. I thought I had a good idea when I was a summer, but once I started, I realized I didn't know anything.

There's no difference, really, in corporate work in a V10 vs a V50. Any talk about being more creative at the top firms is just BS. If anything, the opposite is true. On large deals, your client (say, a large PE fund) will likely dictate 98% of what happens and are very sophisticated. They'll want to follow whatever they did in similar deals, almost nothing is material, and after a certain point, it becomes pretty formulaic. Large companies usually have their affairs in order, so there are less surprises.

However, in smaller deals, that's when you find more unique situations. Lawyers tend to have my influence on what happens, junior attorneys get more substantive work, and there is always a surprise or 4 when you look behind the curtain. I prefer to work on smaller deals for this reason, as larger deals end up being a little more boring.

[Anonymous User]

So when it comes right down to it, what reasons would a junior associate have for deciding to work in transactional law rather than litigation? Is it possible to say, as a general matter, that transactional work gets juniors more responsibility/client contact/experience with diverse clients/etc.?

[thesealocust]

So when it comes right down to it, what reasons would a junior associate have for deciding to work in transactional law rather than litigation? Is it possible to say, as a general matter, that transactional work gets juniors more responsibility/client contact/experience with diverse clients/etc.?

...because they're completely different and have nothing to do wit hone another? Huge numbers of professionals in each, tons of opportunity in each, they're just different. Do you want to litigate or work on deals? Do you want exit options focused more in the legal sector or the business sector? Do you want to do 'doc review' or 'due diligence' to cut your teeth? Do you want to negotiate a settlement or an arbitration clause?

[Anonymous User]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

[thesealocust]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

Talking about either DD or doc review is a live wire (a lot of firms try to avoid giving either to summers because it's such drudgery). Don't do that. Otherwise interest in deals + collaborative nature + tell me more (they'll understand how little you know from a year of LS) = TCR.

[lawgod]

Besides, if you absolutely love doc review, you can do it as a temp.

[Lawyerhead]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

If someone told me in an interview that they wanted to do transactional work because they prefer diligence to doc review, I don't think it'd go over well. That's not a good reason to prefer one over the other.

[Anonymous User]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

If someone told me in an interview that they wanted to do transactional work because they prefer diligence to doc review, I don't think it'd go over well. That's not a good reason to prefer one over the other.

This is very helpful, thank you. What sort of things would you look favorably upon in hearing reasons from interviewees?

[Lawyerhead]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

If someone told me in an interview that they wanted to do transactional work because they prefer diligence to doc review, I don't think it'd go over well. That's not a good reason to prefer one over the other.

This is very helpful, thank you. What sort of things would you look favorably upon in hearing reasons from interviewees?

The classic answer is something along the lines of wanting to work with opposing counsel rather than against, or something like that. More often, candidates say that they don't really know which they prefer but hope to explore both during their summer. Really, the only problem I have is when people give me bullshit answers when they don't have the experience to back it up. I don't expect students to even know what a corporate attorney actually does.

[Bronte]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

If someone told me in an interview that they wanted to do transactional work because they prefer diligence to doc review, I don't think it'd go over well. That's not a good reason to prefer one over the other.

This is very helpful, thank you. What sort of things would you look favorably upon in hearing reasons from interviewees?

The classic answer is something along the lines of wanting to work with opposing counsel rather than against, or something like that. More often, candidates say that they don't really know which they prefer but hope to explore both during their summer. Really, the only problem I have is when people give me bullshit answers when they don't have the experience to back it up. I don't expect students to even know what a corporate attorney actually does.

What do you think is a tasteful way of saying you enjoy the thrill of the adversarial system (for someone looking to sell their interest in litigation)? I have some 1L experience to back it up, and genuinely get a huge kick out of litigation. I also just think I enjoy writing pure legal documents (like briefs, etc.) more than I would writing purchase agreement clauses and the more investigative nature of doc review as opposed to due diligence (although both obviously have their investigative aspects).

[Anonymous User]

Nice thread. Sealocust, great post.

In my limited experience, what Sealocust wrote is very accurate. Transactions vary in the number and type of docs according to their complexity and size and jurisdiction. When you enter foreign jurisdictions you start having to juggle different legal opinions and do a lot of corporate restructuring, which in practical terms (as an intern/SA) amounts to reading structure charts and making sure that shares are transferred from the correct Party A Holdco to the correct Party B Holdco. Many of the deal documents are templates and if the terms/type of deal aren't radically different 'drafting' the documents can be as simple as fill-in-the-blanks, add specific representations/warranties for each party, capitalization tables etc. and then circulating for comments. The client almost always changes their mind despite having told us to go ahead and draft based on the preliminary term sheet, so it can be a frustrating process of doing the same documents four or five times until all parties are happy.

I've also been tagged as the person responsible for EDGAR filings, calling the SEC with questions about said filings/other issues, and help juggle/sort all the documents provided by clients for DD. DD is never very fun, although it can be amusing to see how badly organized some companies are. I once got to assist a senior associate with a fraud investigation and also researched how a global behemoth could best crush its rebellious subsidiary; but those are definitely the exceptions to the normal work. Creativity is not often called for and I'd guess that, and the workload, is why people tend to burn out.

The amount of time spent on the phone by senior associates/partners hashing out details is astounding.

[RMstratosphere]

So when it comes right down to it, what reasons would a junior associate have for deciding to work in transactional law rather than litigation? Is it possible to say, as a general matter, that transactional work gets juniors more responsibility/client contact/experience with diverse clients/etc.?

...because they're completely different and have nothing to do wit hone another? Huge numbers of professionals in each, tons of opportunity in each, they're just different. Do you want to litigate or work on deals? Do you want exit options focused more in the legal sector or the business sector? Do you want to do 'doc review' or 'due diligence' to cut your teeth? Do you want to negotiate a settlement or an arbitration clause?

I hadn't considered this as an implication of doing transactional work. Thank you for pointing that out. Did you mean to suggest that transactional attorneys can exit the firm into business positions or into in-house legal positions or both?

[BaiAilian2013]

How crazy are the hours when you're working on a deal? Are we talking 14-15 hour days or 20 hour days?

[thesealocust]

So when it comes right down to it, what reasons would a junior associate have for deciding to work in transactional law rather than litigation? Is it possible to say, as a general matter, that transactional work gets juniors more responsibility/client contact/experience with diverse clients/etc.?

...because they're completely different and have nothing to do wit hone another? Huge numbers of professionals in each, tons of opportunity in each, they're just different. Do you want to litigate or work on deals? Do you want exit options focused more in the legal sector or the business sector? Do you want to do 'doc review' or 'due diligence' to cut your teeth? Do you want to negotiate a settlement or an arbitration clause?

I hadn't considered this as an implication of doing transactional work. Thank you for pointing that out. Did you mean to suggest that transactional attorneys can exit the firm into business positions or into in-house legal positions or both?

It's possible (though not common) for transactional attorneys to move into business, particularly from top wall street firms. In house positions (general counsel's offices) at major corporations disproportionately favor transactional attorneys - despite being a minority of big law positions, they make up 2/3 of new in house hires.

Exit paths or so individual that it's hard to speak in broad terms, but it's definitely fair to say certain classes of jobs are either exclusive or substantially more likely from one side or the other, because from the day you start you just do different work, interact with different populations, and build different skill sets.

[Anonymous User]

So telling an interviewer that you want to work on deals, due dilligence is preferable to doc review, and that you like the fact that it is not a zero sum game would be a good way to express interest in transactional?

V10 SA again.

I mostly targeted firms that had both lit and transactional practices. I went into the interviews and I told people that I wasn't sure what I wanted to do, but I knew that their firm handled a lot of both and that their summer program would give me an opportunity to try both out. (Make sure this is true before you say this, BTW.)

Law firms generally know that law schools teach very little transactional stuff and that you won't know much about transactional practice as a law student. That's a big reason why many offer you the chance to try out both during the summer instead of making you pick at the outset. What they're looking for are people who come across as honest, genuine, and capable. Don't start making stuff up, like how much you want to work on deals when you've never done it before. They'll press you, and you'll end up backtracking and it'll make you look like some kind of dishonest suckup who's trying to say anything to get a job.

[Anonymous User]

Really, the only problem I have is when people give me bullshit answers when they don't have the experience to back it up. I don't expect students to even know what a corporate attorney actually does.

This is so true. If you're interested in corporate but don't follow the WSJ or NY Time's dealbook you are going to look awful if you tell an interviewer you're into "hardcore transactional work." When I told people I wanted to do corporate at OCI I had specific things to talk about, even down to some of the bigger deals that firm had been in on the past year or so. If you do your homework it's an easy sell, if you don't do your homework, and just shoot for corporate because it sounds easier to land a job, you will look foolish.

If you guys are 0Ls it might be a good idea to read "Barbarians at the Gate" - it's much more dramatic than what you'll experience in a law firm as a junior associate, but it will give you a readable account of how the big players interact. If you can't put the book down then you might want to start reading up on deals on your own and aim for corporate. If you find it boring and can't finish it then you probably shouldn't opt for corporate.

[thesealocust]

How crazy are the hours when you're working on a deal? Are we talking 14-15 hour days or 20 hour days?

Depends on your roll and the transaction. It's probably rare to have an assignment to occupy you for 20 hours a day, but probably not rare to be at the office from 9am until past midnight if it's a major transaction and the approaching a deadline (SEC filing, closing, whatever). A big firm I interviewed with told me something that stuck with me, which was that as a service provider they saw 'never slowing down a deal' as a major part of their job description. Which definitely means late hours.

It's probably worst, both culturally and in terms of type and frequency of the work, at big NYC firms. Bankers work longer hours than lawyers at that level, so they don't bat an eyelash at expecting work to go on round the clock.

[thesealocust]

If you guys are 0Ls it might be a good idea to read "Barbarians at the Gate" - it's much more dramatic than what you'll experience in a law firm as a junior associate, but it will give you a readable account of how the big players interact. If you can't put the book down then you might want to start reading up on deals on your own and aim for corporate. If you find it boring and can't finish it then you probably shouldn't opt for corporate.

+1. I had a great time talking to attorneys about Barbarians at the Gate. Basically everyone had read it, commented on the difference between the '80s and now, and ocassionally knew people form the book - "Remember the guy who __________? Well, he sits 3 doors down!"

[BaiAilian2013]

How crazy are the hours when you're working on a deal? Are we talking 14-15 hour days or 20 hour days?

Depends on your roll and the transaction. It's probably rare to have an assignment to occupy you for 20 hours a day, but probably not rare to be at the office from 9am until past midnight if it's a major transaction and the approaching a deadline (SEC filing, closing, whatever). A big firm I interviewed with told me something that stuck with me, which was that as a service provider they saw 'never slowing down a deal' as a major part of their job description. Which definitely means late hours.

It's probably worst, both culturally and in terms of type and frequency of the work, at big NYC firms. Bankers work longer hours than lawyers at that level, so they don't bat an eyelash at expecting work to go on round the clock.

Thanks for your wisdom, here and elsewhere.

[thesealocust]

How crazy are the hours when you're working on a deal? Are we talking 14-15 hour days or 20 hour days?

Depends on your roll and the transaction. It's probably rare to have an assignment to occupy you for 20 hours a day, but probably not rare to be at the office from 9am until past midnight if it's a major transaction and the approaching a deadline (SEC filing, closing, whatever). A big firm I interviewed with told me something that stuck with me, which was that as a service provider they saw 'never slowing down a deal' as a major part of their job description. Which definitely means late hours.

It's probably worst, both culturally and in terms of type and frequency of the work, at big NYC firms. Bankers work longer hours than lawyers at that level, so they don't bat an eyelash at expecting work to go on round the clock.

Thanks for your wisdom, here and elsewhere.

I live to serve.