Let's talk exit options Forum

[Anonymous User]

Maybe I'm getting ahead of myself as a 2L, but I'm putting a lot of consideration into accepting a SA based on the exit options of each firm (is this dumb?).
So, how do you know where the best options are? Is there a hierarchy for exit options within the V100 and what would it look like? Does choosing a V10 actually maximize your options over a V50 or is that just being neurotic? If you start as an associate in a smaller market, are your exit options pretty limited to that market, even at say a V40? Is the best strategy to shoot as high as you can, knowing you can probably lateral down or try to go in-house later? Specifically looking for advice related to corporate practice. Thanks guys.

[Anonymous User]

also interested. One thing I've heard that I wanted to get some thoughts on: I heard PE heavy practices have worse exit options because the deals tend to be pretty cookie cutter and PE funds run pretty lean on the legal side. Is this true?

[cookiejar1]

I found the opinions of the big law associate in this thread (http://www.top-law-schools.com/forums/v ... &start=700) to be helpful (although I still want to hear from someone who strongly disagrees with this associate) when considering this question. Some relevant excerpts below.

BernieTrump, where do the people doing private M&A work at firms end up? I understand you don't find it interesting or desirable. A lot of firms build their business models around it, though - where do they exit to?

Are they leaving to the same jobs public M&A associates would, except perhaps with more effort to get those jobs? Or is it a different type of in-house position?

People at places like Kirkland, PW, STB and other top private MA places generally take one stop down the chain to other PE law firms around years 3-6. From there they and the people who originally started at those places for the most get pushed to regional law firms for big paycuts, with a better but not good lifestyle - people often care more about their $75 million tiny deal than a big company cares about their $1 billion deal - and niche PE clients can be excruciatingly demanding and unrealistic. For those those that don't go into lower AMLAW 250 firms or regional firms, a minority go in house and get similar jobs in legal departments as many public M&A lawyers (corporate generalist and M&A most often). These jobs are almost always in documentary and process-related "park the car" roles, and almost never in GC-track overseer roles.

Public company M&A has a much easier route to big F500 legal departments (better pay - inhouse pay is directly correlated to company size in most corporate areas), and to GC-track roles in all legal departments. Each is driven by the fact they can speak to public board requirements, public company and listed securities law in a way that PE lawyers trip over.

Going back to first post in message: less than 1 in 50 is able to get into a business role, though the majority at least make a try of getting out of law when leaving BIGLAW.

is it better to specialize within corporate or stay as a general corp bro

Stay general as long as possible. In-house hiring, especially at a junior level, is a box checking marathon by HR people. If you can competently hold a conversation for 5 minutes in 5 areas, you're 5 times as employable. You're only slightly less employable than someone who specializes in a microcompetency for a job in that person's microcompetence. This may not be intuitive, but it is accurate.

No corporation needs someone who does exclusively HSR second requests. No public company needs someone that has done only a specific type of takedown for bank holding company WKSIs, even a bank. Nobody needs a somoeone who has done 5 years of leverage finance commitment papers solely for PE clients.

They want the guy who can speak to data privacy, IP, securities offerings, FCPA investigations, board advisory, finance and M&A. You don't need to be an expert in any. Law firms want to specialize you in a microcompetence, but it's not in your best interest unless you want to be in a law firm forever and are clairvoyant to know which micro specialty will be important 10 years from now.

Reposting again, but am curious about your thoughts on different legal exit options (both what you've had offered, and what you've seen people exit to).

• You'd talked about working nearly the same hours for much less pay - was this in reference to working at a bank, in say, IBD Legal?
• Are there any positions at banks that you'd find more interesting than others? I guess in the sense that you'd be supporting M&A, versus ECM/DCM, versus leveraged finance, etc.
• What exits are there, really, for an associate doing legal finance work (acquisition finance via credit facilities/high-yield debt/etc.)?
• For a firm doing a lot of work with private equity firms, is it ever an interesting move to jump to a portfolio company of one of these (God forbid I ever work at a PE firm itself)?

I appreciate you being candid. Thanks!

1.) My offer was working in a bank or something very similar in terms of hours and life. I work in a transactional niche, and if I said what offer was for, people would instantly know my firm and my specialty. I want to avoid that. To answer your question, IBD execution team lawyers (DCM, ECM, MAA, LEVFIN) make less money (-50 to 100K) with slightly better hours. The work is every bit is boring as it is in the firm, because it's the same document that nobody cares about. The upside is that you're reviewing the work of others (none of which actually matters) instead of actually typing out those contracts. You may have calls at 10, 3 and 8 on a Saturday instead of sitting at your desk all day drafting what gets discussed on one of those calls. These bad jobs are insanely competitive and mostly go to people who have done secondments out of top firms. From there, the jobs get much worse. There are lots of park this bus roles doing NDAs for MAA, control agreements for deposit banks, reviewing literally every offering the bank underwrites for certain "required" disclosures. Those jobs approach the 5th circle of hell for 100-150k per year. Biglaw is only the 4th circle.

2.) You want to be operational and businesslike as soon as possible. Few lawyers make the jump, but it's possible. The difference is thinking about the issues vs. cross checking certain reps and warranties. vs. what your firm requires.

3.) Stay as far away from finance and PE as you possibly can. Not my specialty, but it's an open secret that bank finance and (especially) private MA (i.e. private equity transactional M&A) are the worst major corporate specialties. Stay away from firms where it's likely you'll get swept up into either, even if you don't listen to my advice to avoid all corporate legal work. Clients are terrible. In the first, your clients are banks or private equity sponsors, as they represent most of the finance legal work. In the second your clients are private equity sponsors. Both are the type of repeat-player clients that will call you at 3 in the morning on Sunday at home out of the blue. Both are the type of repeat-player clients that treat lawyers worse than their floor cleaning woman. Exit options are not great out of either. On bank side debt, you can go into DCM or LEVFIN legal in a ibank (with luck), but that's it. 95% of those guys end up in shit firms making second year associate incomes with terrible hours for life. On debt on the issuer side, there are no exit options. On MA side, PE firms really don't hire lawyers even for legal roles (and don't pay the unicorns they do hire well), and the M&A lawyers on the private side don't get the public company experience they need to get the "good" in-house jobs at f500 companies, as all private M&A these days is private to private. Exits from PE MA are better than above, but not great compared to broadly experienced MA. What that means in terms of firms is: go to CSM, WLRK, SA, CGSH or the well-known lower ranked places with public M&A. Avoid places like STB, K&E, PW, LW, RG, FF and other PE-first places as if they have herpes.

4.) Harder than you might think. In MA, your relationship with portfolio companies is strained while you have it because you're adverse to them. You're the acquirer and they're the target. Your relationship with the companies ends when deal closes. For private deals, the capital markets, securities, finance and specialties (tax, ERISA) lawyers have longer relationships with those companies because their issues stay at the company level well after closing (unless it does tackon acquisitions). Jumps are still rare.

Avoid private M&A work. It's the worst of a very bad profession.

There probably are more helpful posts in that thread but I went 5 pages backwards and I'm already bored. This is here to get you started, though.

[thexfactor]

From what I've heard, while firm matters, it also matters a lot on what practice group you work for. While M&A is good for general corporate in-house jobs, I think doing tech trans actually gives you the best opportunity for in-house jobs. All you have to do is take a look at the jobs out there for in-house counsel and you will see that almost half the jobs relate to reviewing and drafting technology related agreements.

[BernieTrump]

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[Hakki]

To the above poster, thoughts on different types of public M&A? For someone looking for diverse exit options, would you recommend a firm doing (1) a good volume of deals for serial-acquirer strategics (pharmaceutical companies, etc.), (2) cross-border M&A, or (3) more unique deals with a lot of moving parts (e.g., a firm doing a lot of work against shareholder activists)?

Regarding capital markets, what exits does that practice lead to? What exactly is there beyond helping public companies file 10-Qs/Ks and take care of their corporate-governance needs?

[Toni V]

Join the biggest V firm that gives you the opportunity to work in the practice area you prefer. Better yet, a firm that is highly esteemed in your particular field. This will afford you the greatest advantage to exit, should that day ever present itself.

[Anonymous User]

also interested. One thing I've heard that I wanted to get some thoughts on: I heard PE heavy practices have worse exit options because the deals tend to be pretty cookie cutter and PE funds run pretty lean on the legal side. Is this true?

(i) I agree with the above-quoted poster. He seems right! Exit options are noticeably worse.

(ii) PE clients are the. worst. clients. in. every. law. firm. This is universally acknowledged by everyone over their 4-5th year. Just ask them after a drink or two. You're working with all former bankers who have a very high opinion of themselves and a very low opinion of (and no respect for) their lawyers. Stay far away from PE-first M&A practices like STB, KE, PW, PH, LW, RG. Stay even further away from groups that exist as support groups for those practices (leveraged finance and some capital markets groups at firms like those mentioned above).*

*This does not apply to venture capital and tech funding transactions, which are technically private equity, but are not what people mean by the phrase. Those practices are some of the best in a firm, at least until that bubble ends.

As an associate who works at one of the aforementioned "PE-first" firms, I can confirm that PE clients can be among the most difficult to work for.

Not sure I buy your exit options shtick, though. We have access to a list of alumni exits dating back over a decade, and there are tons of people who go in house at publicly traded companies. Obviously I don't have a frame of reference to compare to for a "public-first" M&A shop, but just based on the sheer volume of people who pull it off every year out of the total number of people who leave, it would be extremely difficult for another firm to have meaningfully better options in that space.

Could be that we do a good chunk of public M&A too, but mainly I think you're vastly overstating the differences between private m&a and public M&A. The differences are pretty minor and not that complicated--some extra SEC filings, board duties which can be covered in a 10-slide deck if you've taken biz orgs in law school, and a few tweaks to the acquisition/merger agreement. Also, most of the work you handle as an in house lawyer is not actually public M&A--just do a google search and check in house job postings of the biggest companies in your geographic area and you'll see that the overwhelming majority want both public and private M&A work experience. Your average day is not going to be explaining fiduciary duties to the board. And I'm not really sure how you can honestly try to argue that private deals are more cookie cutter than public deals. Just by virtue of them being public, public M&A is way more cookie cutter. All of these deals start by pulling public precedent and comparing terms, and there's way less precedent available for private deals. Not to mention the complexities added by PE structure.

ETA: I'm kind of conflating private m&a and PE m&a here, which obviously don't overlap perfectly, but I think your initial posts also didn't really go into the distinction, and a lot of the arguments here are the same or similar in either case.