What do corporate transactional lawyers do on a daily basis? Forum

[Anonymous User]

I hate researching old cases on Westlaw; I hate writing the memo; I hate law school. I hate those assholes from law school who stab in someone's back and are addicted to competition. I have a strong business background and feel much more comfortable in a teamwork setting.

Then, I talked to three attorneys who work in corporate transactional (M&A, VC, etc) from different regions (Chicago, Boston and SF) at different big law firms and they all say that they rarely use Westlaw and read cases. For the last three to five years (depending on the person), they said they logged in Westlaw less than 10 times.

So, my question is what corporate lawyers specifically do? Having meetings with clients and writing (or modifying) contract drafts based on prior works? If I don't do digging up old cases, I don't mind working two years at law firm, pay off my debts and get some legal experience (and then I will figure out my next career moves with my business background). I can deal with assholes if there is a time limit. I am not going to do a consulting job at least upon graduation.

[rnoodles]

I hate those assholes from law school who stab in someone's back and are addicted to competition.

This made me lol. But to answer your question, I think it varies. I talked to some transactional attorneys from biglaw in a similarly big market, and they pretty much all said they or their associates used Westlaw/Lexis a respectable amount. Probably not as much as litigators, but also not as few as 10 times over several years.

Also, I'm a 1L so don't bank on this as being right. It's probably just anecdotal at best.

[lacrossebrother]

litigation partners don't do their own legal research. You could try that?

[lacrossebrother]

Or based on my experience so far reading plaintiff briefs, you could just be a plaintiff and not worry about actual law

[Anonymous User]

I'm only a first year, but do a lot of diligence. I've used Lexis and Westlaw a few times only for very pointed questions. You will have some research, but a lot of the stuff you research is already a memo written by another big law firm so you save time just reading the memo. I personally find most of the transactional research interesting, because the questions tend to be complex and force you to learn a lot. However, most transactional work is diligence and light editing to templates about diligence.

[Anonymous User]

but a lot of the stuff you research is already a memo written by another big law firm so you save time just reading the memo .

You mean the memo that we can find by googling? Can you describe what you do with "due diligence"? Read a bunch of documents of the company (legal, financial, etc) and see what potential legal problems/risks are?

[Anonymous User]

litigation partners don't do their own legal research. You could try that?

As far as I know, litigation is the area where legal research is frequently done. Plus, no interests in lit and only want to work a couple years as a junior asso. Can't make partner. I know myself.

[84651846190]

You should not have gone to law school.

[lacrossebrother]

Ok here's a list of some kinds of law jobs that don't do legal research:
1. Partners
2. In-house
3. Plaintiffs
4. Lobbyists
5. Barristers

[84651846190]

6. Lit associates who just copy/paste everything for every assignment.

[Anonymous User]

but a lot of the stuff you research is already a memo written by another big law firm so you save time just reading the memo .

You mean the memo that we can find by googling? Can you describe what you do with "due diligence"? Read a bunch of documents of the company (legal, financial, etc) and see what potential legal problems/risks are?

Yeah, just by googling. Most of the research is going to involve an interpretation of an SEC rule or an amendment to a rule, and people are going to be a lot more comfortable listening to an interpretation that a leading law firm tells its clients than what Professor John Doe at XX Law School wrote in an article so it generally doesn't make sense to use westlaw unless it's a research question that turns on the case law. I had something like this a few days weeks ago. It's not an issue of cost, because there's a way to use westlaw without ever having to pay while not breaking any rules that I'm not going to get into, but more an issue of Westlaw naturally lending itself more to lit. There are just better platforms for transactional research.


On what diligence is, it depends on whether you're doing an IPO, a merger, a loan, etc. but basically in some way, shape or form, it's doing some kind of screening to make sure the client's not getting screwed vy going through 1000s of documents, and looking for shady stuff. The research is much more interesting, and easier to keep focus on. If I didn't like the people I work and shoot the shit with, 60 hour diligence weeks would be unbearable. Not to sound entitled or snowflakey because I'm not, but I'm very intelligent and while I don't have any issues with dong the work, it can be difficult to do work that doesn't require any analytical thinking for hours on end. The research is more interesting because at least there's some kind of thinking involved. But if I don't challenge my mind daily, I start to get restless just like if I don't do any exercise, and people aren't generally happy to engage you in a discussion on how Nietzsche philosophy plays out in the modern economy at 1 AM on a Tuesday, and it is also terrible to become so pathetic you're discussing Nietzsche at 1 AM.

[jkpolk]

I hate researching old cases on Westlaw; I hate writing the memo; I hate law school. I hate those assholes from law school who stab in someone's back and are addicted to competition. I have a strong business background and feel much more comfortable in a teamwork setting.

Then, I talked to three attorneys who work in corporate transactional (M&A, VC, etc) from different regions (Chicago, Boston and SF) at different big law firms and they all say that they rarely use Westlaw and read cases. For the last three to five years (depending on the person), they said they logged in Westlaw less than 10 times.

So, my question is what corporate lawyers specifically do? Having meetings with clients and writing (or modifying) contract drafts based on prior works? If I don't do digging up old cases, I don't mind working two years at law firm, pay off my debts and get some legal experience (and then I will figure out my next career moves with my business background). I can deal with assholes if there is a time limit. I am not going to do a consulting job at least upon graduation.

I think this is a pretty common set of reasons for why people go into transactional practices. Basically what you do as a corporate junior is all the bitch work that needs to get done in order to make a transaction happen. You may check the draft of a particular filing to verify that youve complied with SEC rules. You may be asked to take a first cut at drafting corporate formation documents. You may do diligence and fill out charts/reports of key provisions to be used in (sell side) disclosure or (buy side) business analysis. You'll make checklists and keep track of documents to make sure nothing gets lost as a deal is trying to pull together 100+ pieces of paper. It's VERY unlikely you would need to look at West or Lexis if you work at a big firm doing this type of work.

What you don't get to do: solve meaningful problems (unless you're willing to count "whether or not to send draft issues list to word processing" as a meaningful problem), work meaningfully with a team (unless managing your relationships with the older associates/junior partners counts), have any substantive input on underlying issues.

Your business background will likely get you in trouble more than it will help you out. The job rewards 1) ability to be aware of your email 2) ability to quickly learn what stupid bullshit your bosses care about 3) your ability to remain a stone in the face of the crushing realization that you're a transaction cost.

[Anonymous User]

I hate researching old cases on Westlaw; I hate writing the memo; I hate law school. I hate those assholes from law school who stab in someone's back and are addicted to competition. I have a strong business background and feel much more comfortable in a teamwork setting.

Then, I talked to three attorneys who work in corporate transactional (M&A, VC, etc) from different regions (Chicago, Boston and SF) at different big law firms and they all say that they rarely use Westlaw and read cases. For the last three to five years (depending on the person), they said they logged in Westlaw less than 10 times.

So, my question is what corporate lawyers specifically do? Having meetings with clients and writing (or modifying) contract drafts based on prior works? If I don't do digging up old cases, I don't mind working two years at law firm, pay off my debts and get some legal experience (and then I will figure out my next career moves with my business background). I can deal with assholes if there is a time limit. I am not going to do a consulting job at least upon graduation.

I think this is a pretty common set of reasons for why people go into transactional practices. Basically what you do as a corporate junior is all the bitch work that needs to get done in order to make a transaction happen. You may check the draft of a particular filing to verify that youve complied with SEC rules. You may be asked to take a first cut at drafting corporate formation documents. You may do diligence and fill out charts/reports of key provisions to be used in (sell side) disclosure or (buy side) business analysis. You'll make checklists and keep track of documents to make sure nothing gets lost as a deal is trying to pull together 100+ pieces of paper. It's VERY unlikely you would need to look at West or Lexis if you work at a big firm doing this type of work.

What you don't get to do: solve meaningful problems (unless you're willing to count "whether or not to send draft issues list to word processing" as a meaningful problem), work meaningfully with a team (unless managing your relationships with the older associates/junior partners counts), have any substantive input on underlying issues.

Your business background will likely get you in more trouble more often than it will help you out. The job rewards 1) ability to be aware of your email 2) ability to quickly learn what stupid bullshit your bosses care about 3) your ability to remain a stone in the face of the crushing realization that you're a transaction cost.

Honestly, everyone is a transaction cost on most projects, including the partner except for the senior associate. Based on what I've observed, you've normally got one senior associate doing all the actual work, the partner there to supervise and then a bunch of other people doing various unnecessary things.

[lacrossebrother]

6. Lit associates who just copy/paste everything for every assignment.

Why would anyone do this? Where do they make up the hours?

[jkpolk]

I hate researching old cases on Westlaw; I hate writing the memo; I hate law school. I hate those assholes from law school who stab in someone's back and are addicted to competition. I have a strong business background and feel much more comfortable in a teamwork setting.

Then, I talked to three attorneys who work in corporate transactional (M&A, VC, etc) from different regions (Chicago, Boston and SF) at different big law firms and they all say that they rarely use Westlaw and read cases. For the last three to five years (depending on the person), they said they logged in Westlaw less than 10 times.

So, my question is what corporate lawyers specifically do? Having meetings with clients and writing (or modifying) contract drafts based on prior works? If I don't do digging up old cases, I don't mind working two years at law firm, pay off my debts and get some legal experience (and then I will figure out my next career moves with my business background). I can deal with assholes if there is a time limit. I am not going to do a consulting job at least upon graduation.

I think this is a pretty common set of reasons for why people go into transactional practices. Basically what you do as a corporate junior is all the bitch work that needs to get done in order to make a transaction happen. You may check the draft of a particular filing to verify that youve complied with SEC rules. You may be asked to take a first cut at drafting corporate formation documents. You may do diligence and fill out charts/reports of key provisions to be used in (sell side) disclosure or (buy side) business analysis. You'll make checklists and keep track of documents to make sure nothing gets lost as a deal is trying to pull together 100+ pieces of paper. It's VERY unlikely you would need to look at West or Lexis if you work at a big firm doing this type of work.

What you don't get to do: solve meaningful problems (unless you're willing to count "whether or not to send draft issues list to word processing" as a meaningful problem), work meaningfully with a team (unless managing your relationships with the older associates/junior partners counts), have any substantive input on underlying issues.

Your business background will likely get you in more trouble more often than it will help you out. The job rewards 1) ability to be aware of your email 2) ability to quickly learn what stupid bullshit your bosses care about 3) your ability to remain a stone in the face of the crushing realization that you're a transaction cost.

Honestly, everyone is a transaction cost on most projects, including the partner except for the senior associate. Based on what I've observed, you've normally got one senior associate doing all the actual work, the partner there to supervise and then a bunch of other people doing various unnecessary things.

Whoever is actually doing the "substantive" work is a transaction cost too. I guess you could argue that assigning risk is the value add of lawyers? But you'd be wrong because the business decides all the substantive issues/ whose cash goes to whom (an sophisticated clients have employees who know the legal issues as well as partners). You're just filling out paperwork. Just because the SEC or shareholders or whoever likes that paperwork doesn't mean the paperwork is adding value.

[Anonymous User]

I hate researching old cases on Westlaw; I hate writing the memo; I hate law school. I hate those assholes from law school who stab in someone's back and are addicted to competition. I have a strong business background and feel much more comfortable in a teamwork setting.

Then, I talked to three attorneys who work in corporate transactional (M&A, VC, etc) from different regions (Chicago, Boston and SF) at different big law firms and they all say that they rarely use Westlaw and read cases. For the last three to five years (depending on the person), they said they logged in Westlaw less than 10 times.

So, my question is what corporate lawyers specifically do? Having meetings with clients and writing (or modifying) contract drafts based on prior works? If I don't do digging up old cases, I don't mind working two years at law firm, pay off my debts and get some legal experience (and then I will figure out my next career moves with my business background). I can deal with assholes if there is a time limit. I am not going to do a consulting job at least upon graduation.

I think this is a pretty common set of reasons for why people go into transactional practices. Basically what you do as a corporate junior is all the bitch work that needs to get done in order to make a transaction happen. You may check the draft of a particular filing to verify that youve complied with SEC rules. You may be asked to take a first cut at drafting corporate formation documents. You may do diligence and fill out charts/reports of key provisions to be used in (sell side) disclosure or (buy side) business analysis. You'll make checklists and keep track of documents to make sure nothing gets lost as a deal is trying to pull together 100+ pieces of paper. It's VERY unlikely you would need to look at West or Lexis if you work at a big firm doing this type of work.

What you don't get to do: solve meaningful problems (unless you're willing to count "whether or not to send draft issues list to word processing" as a meaningful problem), work meaningfully with a team (unless managing your relationships with the older associates/junior partners counts), have any substantive input on underlying issues.

Your business background will likely get you in more trouble more often than it will help you out. The job rewards 1) ability to be aware of your email 2) ability to quickly learn what stupid bullshit your bosses care about 3) your ability to remain a stone in the face of the crushing realization that you're a transaction cost.

Honestly, everyone is a transaction cost on most projects, including the partner except for the senior associate. Based on what I've observed, you've normally got one senior associate doing all the actual work, the partner there to supervise and then a bunch of other people doing various unnecessary things.

Whoever is actually doing the "substantive" work is a transaction cost too. I guess you could argue that assigning risk is the value add of lawyers? But you'd be wrong because the business decides all the substantive issues/ whose cash goes to whom (an sophisticated clients have employees who know the legal issues as well as partners). You're just filling out paperwork. Just because the SEC or shareholders or whoever likes that paperwork doesn't mean the paperwork is adding value.

I wasn't disagreeing with your analysis, but do disagree that it's earth shattering to figure out 90% of what you do is just a transaction cost. Most of us are at the bottom of the totem poll, and I think the only way to be happy on a day to day basis when you're bottom of the totem poll anywhere is to not take yourself too seriously.

[jkpolk]

I wasn't disagreeing with your analysis, but do disagree that it's earth shattering to figure out 90% of what you do is just a transaction cost. Most of us are at the bottom of the totem poll, and I think the only way to be happy on a day to day basis when you're bottom of the totem poll anywhere is to not take yourself too seriously.

Just wait young anon grasshopper, just wait.

[Anonymous User]

I wasn't disagreeing with your analysis, but do disagree that it's earth shattering to figure out 90% of what you do is just a transaction cost. Most of us are at the bottom of the totem poll, and I think the only way to be happy on a day to day basis when you're bottom of the totem poll anywhere is to not take yourself too seriously.

Just wait young anon grasshopper, just wait.

I am OP. I don't care if someone treats me as a transaction cost at law firm or whatever you mean by substantive work or meaningless transaction costs. Lawyers are paper pushers. Dentists drill teeth all day long, surgeons cut and stitch human tissues. So what?

One thing I learned about my business experience is that unless you are super genius and did some breakthrough discovery, most of our work is just mediocre. If you don't like it, do some breakthrough in science/business/arts, etc. I would not care if I can make a lot of money by selling shit. The important thing is what I learn from this experience and where I am going with this experience in a mid / long-term.

But I understand your frustration, because this is why I want to go back to the business world. I will for sure learn something substantive for a couple years but I will be done with that.

[Anonymous User]

it's doing some kind of screening to make sure the client's not getting screwed vy going through 1000s of documents, and looking for shady stuff. The research is much more interesting, and easier to keep focus on.

Thank you. this is really helpful. Can you elaborate on the above quote? So associates go thru what type of documents for diligence?

How do you know whether something is fishy when you just get out of law school and all you know about transactional is from some business associate or securities transaction courses, etc?

Again, thanks!

[desertlaw]

There's already a really good thread on this: http://top-law-schools.com/forums/viewt ... 3&t=228583

[Anonymous User]

I wasn't disagreeing with your analysis, but do disagree that it's earth shattering to figure out 90% of what you do is just a transaction cost. Most of us are at the bottom of the totem poll, and I think the only way to be happy on a day to day basis when you're bottom of the totem poll anywhere is to not take yourself too seriously.

Just wait young anon grasshopper, just wait.

I am OP. I don't care if someone treats me as a transaction cost at law firm or whatever you mean by substantive work or meaningless transaction costs. Lawyers are paper pushers. Dentists drill teeth all day long, surgeons cut and stitch human tissues. So what?

One thing I learned about my business experience is that unless you are super genius and did some breakthrough discovery, most of our work is just mediocre. If you don't like it, do some breakthrough in science/business/arts, etc. I would not care if I can make a lot of money by selling shit. The important thing is what I learn from this experience and where I am going with this experience in a mid / long-term.

But I understand your frustration, because this is why I want to go back to the business world. I will for sure learn something substantive for a couple years but I will be done with that.

I'm the anon young grasshopper who answered you yesterday. The thing is no matter how trivial the work you do or how little sleep you've had, the work can't be mediocre. Also, despite your being a transaction cost, it's conceivable that many people will rely on your work in deciding which documents to review. I think transactional work may be a good fit for you, because a side effect of doing diligence is you learn a lot about how different businesses operate. Also, researching the client company and learning about them is a win-win because it counts as billable time, and makes it much likelier you'll be able to incorporate actual legal advice in your review so you'll be able to not only point out issues but also posit solutions, which increases your actual worth from $0/hour to at least a buck or two. Diligence is really just a less fun version of Where's Waldo?

[Good Guy Gaud]

Or based on my experience so far reading plaintiff briefs, you could just be a plaintiff and not worry about actual law