Preparing for biglaw SA in Corporate Group - Advice? Forum

[Anonymous User]

Hoping to get some insight from those who have experience as a SA. Will be doing a biglaw SA this summer and will spend most of my time in corporate work. Besides reading up on the WSJ, business sections of various papers, and tracking the market, any other suggestions on how best to prepare?

I know that as a SA (as has been said numerous times before here) you need to be diligent in your work, proofread all emails a few times, and same goes for written work.

If you are in litigation, obviously there are certain things you can do -- make sure your research skills are fresh etc -- but what about corporate SAs?

[sunynp]

Understand how deals are structured, the various kinds of debt, know your basic securities law, Understand all the aspects of different departments that contribute to transactions. Be able to work extremely accurately. Learn how to read a term sheet. Never ever get basic facts like interest rates or amounts or terms incorrect. Learn the names of everyone on the transaction right away- from all sides of the transaction. Be able to read basic securities filings.

[Anonymous User]

Great -- thank you. Appreciate the advice.

[BunkMoreland]

disagree with the guy above; just be attentive; make sure your work product is free of grammatical errors. They aren't going to put you on anything where you have to actually know any law.

[ran12]

Your best bet is to just pay attention like the other poster said. If you don't have a formal business education or work experience then you most likely will not be able to learn the financial side. Valuation and understanding leveraging/debt structures is something you will likely learn if you end up in corporate long term but you prob won't learn it on your own or in a few months SA'ing. It's complicated depending on how the deal's structured so you're more likely to look like an ass than anything unless you actually know what you're doing.

[Anonymous User]

what do you actually do in corporate as an SA?

[DallasCowboy]

I got recruited for Corporate, but they said I'm going to have to rotate through litigation as well. So if you think you are Corp., don't be shocked if they make you write a legal memo this summer. I've been told it's a better way to compare SA's than Corp. grunt work.

[Anonymous User]

As a corporate SA you are going to be drafting lots of documents - which basically means you will look up the same documents from earlier deals, and then change the names from X to Y and maybe make a few substantive changes. You will probably be tasked on a series of bullshit research/informal memo assignments. You will input changes to documents given to you by higher ups. You will proofread massive 100 page indentures or merger agreements. You will compare the language of old deals with new deals and the language other firms use in their deals. You will sit in on calls and meetings. And maybe, just maybe, you will actually draft something legit from scratch.

Do what the first poster said. Be careful, pay attention to detail, and don't rush. Be confident, but ASK QUESTIONS - you will start with no idea of wtf is going on, and will be presented with a ton of new stuff, and you WILL fuck it up if you don't have at least a good idea of what you're supposed to do.

In terms of substance, all you need to do really is to have a basic idea of how corporations are structured, so take corporations. Also, have a basic idea of how deals work - what an LBO is, stock merger, asset acquisition, etc. If you really want to go crazy, familiarize yourself with excel and EDGAR, the SEC's online document system (you'll be spending a lot of time there). Good luck.

[dougroberts]

As a corporate SA you are going to be drafting lots of documents - which basically means you will look up the same documents from earlier deals, and then change the names from X to Y and maybe make a few substantive changes. You will probably be tasked on a series of bullshit research/informal memo assignments. You will input changes to documents given to you by higher ups. You will proofread massive 100 page indentures or merger agreements. You will compare the language of old deals with new deals and the language other firms use in their deals. You will sit in on calls and meetings. And maybe, just maybe, you will actually draft something legit from scratch.

I SA'd for a corporate department, and the above is EXACTLY what I did (are you me?).
I would add that you may do some employment stuff, such as drafting or modifying corporate policies (harassment, etc.).

Only once did I draft a contract from scratch.

[Anonymous User]

But if I'm taking corporations but was liberal arts major and don't know much....the firm understands this and will help me with what I need to know (since it's in their interest to not have me fuck up)? Once they've taught me something, I should not mess it up...I get that. But it seems like they'll be training us what we need to know so that we can do a good job for them.

I hope this is the case.

[sunynp]

Yes you will learn what you need to know. It will help you if you have some sense about structuring transactions, etc., but no one expects you to walk in knowing everything. Just pay attention and learn fast. Ask questions if you don't understand. It is better to ask questions then to not know what is going on.

And when you are changing names and dates on form documents, you might as well read them carefully and learn why the various provisions are included.

[2LLLL]

And when you are changing names and dates on form documents, you might as well read them carefully and learn why the various provisions are included.

I definitely second this. As a disclaimer I'm more litigation focused, but reading documents prepared by partners with 20-30 years experience and seeing the things they put in that I would have thought insignificant, or never even thought of in the first place, was one of the most valuable parts of SAing for me from an intellectual/learning perspective.