Top Law Schools

Anon because I don't want to be linked to my firm. I'm a first year that just started in M&A in the last couple months. Got thrown into a massive data room, told to review and summarize everything and that's about it. I told the mid-level that I'm not sure what to look for, and he said he'd review my document summaries to make sure I'm on the right track, but that never happened. Now I'm trying to draft a diligence memo, and have very little confidence that I would have even known if something I saw was important or not (aside from very obvious things like change of control). Part of me is terrified that the client's in house counsel will spot check, or a major problem will come up, and it will fall on me because I have literally no clue what I'm doing. Can someone tell me this is normal and how it's supposed to be and I'm just being anxious over nothing? Or is this actually unusual to not have more review/double checking?

If the midlevel previously offered to review document summaries, and you need that feedback in order to know what to do, then it's perfectly fine to pick up the phone or send an email letting him know that you need his input so that you can keep pushing the memo forward.

To answer your headline question, it's totally normal for a first year to take a first pass at a full due diligence memo if the midlevel or senior associate either has confidence that the first year can handle it or if the midlevel and senior is slammed on other more pressing matters and there is enough time available that the midlevel or senior will be able to do a thorough review and edit later on.

In either case, if the client complains about any problems with the diligence report, the midlevel/senior is the one who is going to be held accountable by the partners for those issues.

Lastly, it's fairly common for clients to review an initial report and to ask specific follow up questions or for an updated report more focused on certain areas. Unless the client or senior attorneys at your firm specifically asked you to review for something and you missed it, it's totally normal to receive these sorts of questions/requests and no one will think twice about it or negatively judge quality of your work based on it. It's just part of the diligence process.

Anonymous User wrote: ↑

Sat Jan 30, 2021 9:39 pm

Anon because I don't want to be linked to my firm. I'm a first year that just started in M&A in the last couple months. Got thrown into a massive data room, told to review and summarize everything and that's about it. I told the mid-level that I'm not sure what to look for, and he said he'd review my document summaries to make sure I'm on the right track, but that never happened. Now I'm trying to draft a diligence memo, and have very little confidence that I would have even known if something I saw was important or not (aside from very obvious things like change of control). Part of me is terrified that the client's in house counsel will spot check, or a major problem will come up, and it will fall on me because I have literally no clue what I'm doing. Can someone tell me this is normal and how it's supposed to be and I'm just being anxious over nothing? Or is this actually unusual to not have more review/double checking?

It's totally normal for first-years to take a first pass at diligence and preparing a diligence memo, and it's also totally normal to have no idea what you're doing. See if you can get a sample memo/summaries from the midlevel. It's also acceptable (and by some, preferred) to pick up the phone and talk through issues if you don't know what you're looking for.

But also be rest assured that your work product will not go straight to the partner or the company without a careful look by the midlevel/senior. And no one's going to blame the first-year for shoddy diligence work, because that's the responsibility of the midlevel/senior.

It's completely normal to do diligence unsupervised. It's also normal to draft the corporate portion of the memo unsupervised. The important thing is that it gets reviewed by the midlevel/partner before it makes it to the client. You're going to mess up at first, and you should have and ASK a million questions. It's how you get better at this. If you're putting in the work, you'll get better at it very quickly.

Anonymous User wrote: ↑

Sun Jan 31, 2021 12:19 am

The important thing is that it gets reviewed by the midlevel/partner before it makes it to the client.

Is anyone else at a firm where this is clearly not happening?

Anonymous User wrote: ↑

Sun Jan 31, 2021 11:46 am

Anonymous User wrote: ↑

Sun Jan 31, 2021 12:19 am

The important thing is that it gets reviewed by the midlevel/partner before it makes it to the client.

Is anyone else at a firm where this is clearly not happening?

If you’re catching CoC and restrictive covenants then you’ll be fine. If your firm has diligence software you should use that as a backstop. Worst case anything important enough will pop up on disclosure schedules.