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They are pretty different practice areas although with some overlapping substantive skills. Licensing and commercial work is bread-and-butter contracting. In the tech sector is is often two companies want to sign an agreement to use software, or integrate their software. You have the basic economic terms but also tons of terms around intellectual property (who owns the IP, what happens if one party breaches third-party IP), terms around indemnification and liability, service level obligations, renewal terms, etc. Often times the economics are done at business level and every other detail is pushed down to the lawyers. M&A deal support, on the other hand, is just what it sounds like: Client is buying another company, and you need to review their contracts. Lots of contract review, due diligence, due diligence reports. Then marking up the reps and warranties of the purchase agreement to make sure you the target's contracts can't be terminated at will or on the closing of the deal; reviewing the disclosure schedules and understanding the target company's approach to IP protection. In the tech sector the deals will sometimes be technology-focused so as a mid or senior you're also starting to touch around things like deal/technology integration, or at least talking to the business team about them.Anonymous User wrote: ↑Sun Jul 03, 2022 12:54 pmOP here - Thanks! Sorry for my lack of knowledge but can you describe the difference between commercial/licensing attorneys and traditional M&A associates that work on purchase agreements? Is it just working on licensing agreements vs purchase agreements? Are licensing/commercial attorneys more specialized in a sense?
What's the comp difference between commercial counsel vs corporate counsel in-house? Significant?Anonymous User wrote: ↑Sun Jul 03, 2022 5:02 pmFor what its worth, there seems to be a lot of openings for commercial counsel in house (esp in SF/SV), which is essentially doing commercial licensing agreements (sales and/or vendor side). I know the going concern is commercial counsel usually gets paid less than product and other corporate in house counsel, but its a pretty nice exit nonetheless if that is what you are looking for.
Curious about this. I want to start in tech trans at my firm but I'm nervous because it's V10 and 90% deal support. Are there a lot of doors after a few years doing this type of work? I'm fairly confident I don't see myself doing due diligence memos foreverAnonymous User wrote: ↑Sun Jul 03, 2022 10:49 amI personally think deal support is a great way to get knowledge/skills for a few years and then if you can transition it into licensing/commercial agreement experience you're in great shape for in-house.
I'm corporate background but will try to answer this with ~70% degree of confidence. I agree with the original post that there do seem to be lots of openings for commercial counsels on the in-house side, and is probably easiest way to land an early in-house job. In terms of comp, I think you can get a pretty good and comfortable salary ($200k+) in a commercial counsel position and an experienced commercial counsel will be well paid. I think the biggest difference is that, whether by skill, experience, background, or bias, the more corporate-y folks are likely to advance higher into GC ranks and seen as more generalist whereas commercial counsel might be more stuck in that role. In general corporate folks (even in biglaw) tend to be more gunnery compared to tech trans associates so I think there is plenty of selection effect happening too.Anonymous User wrote: ↑Sun Jul 03, 2022 7:29 pmWhat's the comp difference between commercial counsel vs corporate counsel in-house? Significant?Anonymous User wrote: ↑Sun Jul 03, 2022 5:02 pmFor what its worth, there seems to be a lot of openings for commercial counsel in house (esp in SF/SV), which is essentially doing commercial licensing agreements (sales and/or vendor side). I know the going concern is commercial counsel usually gets paid less than product and other corporate in house counsel, but its a pretty nice exit nonetheless if that is what you are looking for.
This is awesome - thank you for this. Couple questions.antiworldly wrote: ↑Wed Jul 06, 2022 9:20 amI'm a midlevel doing tech trans at Ropes (we call it IP Transactions ("IPT")), so my answer will be colored by how Ropes does it, but based on talking with my friends at other firms it's generally reflective of standard biglaw model. Some general thoughts below, but happy to talk more personalized questions/my thoughts on specific other firms I've sat across from on deals, just shoot me a DM.
Types of dealwork
Tech transactions is a deal-driven practice. I've only been on one project that wasn't deal related in my time as an associate, and it was a very niche regulatory question involving international treaties regarding IP protection.
Most tech trans work is in one of three buckets:The above list is in ascending complexity/interest/"sexy-ness"/ease of leveraging the work into a great in-house job. No matter where you go, first years in tech transactions will be doing mostly core deal support. It's great training to figure out what a license should be (and what it shouldn't be) and is something that we just need to throw bodies at. However, it definitely can be dreary work just digging through data rooms all day every day.
- Core deal support (i.e., diligence/diligence memos)
- Deal support-related licensing/TSA work (i.e., drafting a post-spinout license between parentco and newco)
- Stand-alone licensing and collaboration agreements
Once you've got some experience under your belt you'll start working on writing licenses. What that level of experience is depends on your firm, as firms with more licensing work tend to pull people out of core deal support purgatory earlier just because there's more work to go around. Lots of deals need licensing or TSA agreements that will be operative after closing, and the tech trans group will take the lead on negotiating and drafting these. M&A related licensing tends to be less complex because it is ancillary to the core deal of the M&A (and there are usually tighter timelines because the M&A transaction is driving things, not the license).
The most fun/interesting/sexy work in tech transactions is stand-alone licensing. The tech trans group is in the driver's seat here and these are completely bespoke documents and all the points are typically heavily negotiated. There really is not a standard "market" provision for any section and so everything is on the table for negotiation based on the relative power of the two parties, which is what makes this work so interesting. These are truly monumental and incredibly complex documents (I think my record is ~300 pages) and everything in them is important, as it lays out exactly how a multi-year collaboration between two companies will run in almost every aspect. If you've never seen one, take a look on EDGAR and do a read-through (this isn't a bad example to start with: https://www.sec.gov/Archives/edgar/data ... dex102.htm). Although a bunch of stuff will be redacted, you'll get a sense of how these are structured.
Here's the kicker though - not every firm does many stand-alone licenses. Most of the big M&A/PE focused firm's tech transactions groups exclusively work on core deal support and M&A-related licensing and TSAs. One of the reasons I chose Ropes is that they do a ton of stand-alone licensing. At this point I do about 70% stand-alone licensing, about 20% supervising juniors doing core deal support and deal-related licensing, and about 10% other stuff. The only reason I still do core deal support (even in a supervisory role) is I find it fun and interesting as long as it's a minority of my practice. Most of my compatriots at my seniority at Ropes have a practice mix that's closer to 90% stand-alone licensing.
Industries
Tech transactions in biglaw is concentrated in two industries - software and life sciences. The relative proportion of each industry each firm services seems to depend on which coast the firm is primarily on - east coast firms do more life sciences, west coast firms do more software (but both do both, it's just the relative proportion of the workflow that changes). Ropes primarily does work in the life sciences space, although we also do some software-related work.
In my experience pharma companies tend to have the more interesting and complex stand-alone licensing because these licenses are so central to the pharma business model - a small company takes the research from the academic lab through pre-clinical or phase I clinical, it licenses out some indications to a bigger pharma company in order to fund other indications/new research; that bigger pharma co takes its indications through phase II or III and then licenses it/agrees to co-develop/co-commercialize it with a big pharma co, who then takes it to market (hopefully...). As such, pharma companies are willing to spend the time and effort to hash out all the details and make the license agreement as comprehensive as possible to avoid problems down the road.
Related practice groups
Next, the negative examples - tech transactions is separate from data privacy/cybersecurity, and separate from healthcare.
Data privacy and cybersecurity is a more regulatory-focused practice and isn't just dealwork, i.e., they get brought in to advise clients on drafting policies and brought in to advise when there's a breach. Some deals where there's a big data component or there's been a past breach we'll call them in, but unless there's a reason, in a deal support role IPT generally does the diligence relating to data privacy.
Healthcare is also a more regulatory-focused practice, but unlike data privacy/cybersecurity there's usually a healthcare deal support team on a deal if there's an IPT deal support team. They focus on the healthcare regulatory compliance and take the lead on any privacy issues that are governed by healthcare regulations, e.g. HIPAA.
Finally, lots of firms have an "IP" group, which is really just a patent prosecution group. This is not tech transactions and is focused on getting patents for clients instead of the dealwork that is core to the tech transactions practice.
Lifestyle
Lifestyle completely depends on the type of tech transactions work you're doing. If you're doing mostly deal support (either core deal support or deal support-related licensing), you're subject to the whims of the M&A timing. This means there are more fire drills and more late nights, but also more down time when none of your deals are blowing up. As a specialist you'll typically be on more deals than the core M&A team and just praying that multiple deals don't go crazy at the same time.
If you primarily do stand-alone licensing, the schedule is typically a bit less up and down. The nature of these long and complex documents is that it takes each side a lot of time to turn the draft, so once you send the draft off to the other side it could be 2-6 weeks before they send it back to you. Because of this, you'll usually have 6-10 licenses going at a time and when a draft goes to the other side you'll just turn to your next license in the queue and you won't often have time that you're just sitting on your hands. You also though won't have many times when you're working at 2am because the draft needs to go out - the business demands are less hectic than M&A and so usually (albeit not always) if you need the extra day to put the finishing polish on the draft before it goes to the client/the other side, you'll be able to get that extra time.
That being said, this is still biglaw, you'll be billing a lot of hours. IPT at Ropes has been going crazy for the last two years (who would have guessed that a life sciences focused practice would be busy during a global pandemic?) but even in the slower pre-pandemic times this was not a 9-5 and people reliably hit hours and then some.
Exits
This is very firm-specific and relies on the network of clients and former attorneys of the firm. At Ropes, the exits from the IPT group tend to be to pharma companies. About 50% of people go in-house in a legal role, the rest go to a business development function. People can start going in-house at about third year reliably, and comp tends to be a bit lower than biglaw, but not absurdly so (and more of it is in equity).
This is incredible, thank you! Which firms do mostly number 3 (stand-alone licensing and collaboration)? Every group I've talked to, even V10s like Paul Weiss, advertises themselves as doing standalone work.antiworldly wrote: ↑Wed Jul 06, 2022 9:20 amI'm a midlevel doing tech trans at Ropes (we call it IP Transactions ("IPT")), so my answer will be colored by how Ropes does it, but based on talking with my friends at other firms it's generally reflective of standard biglaw model. Some general thoughts below, but happy to talk more personalized questions/my thoughts on specific other firms I've sat across from on deals, just shoot me a DM.
Types of dealwork
Tech transactions is a deal-driven practice. I've only been on one project that wasn't deal related in my time as an associate, and it was a very niche regulatory question involving international treaties regarding IP protection.
Most tech trans work is in one of three buckets:The above list is in ascending complexity/interest/"sexy-ness"/ease of leveraging the work into a great in-house job. No matter where you go, first years in tech transactions will be doing mostly core deal support. It's great training to figure out what a license should be (and what it shouldn't be) and is something that we just need to throw bodies at. However, it definitely can be dreary work just digging through data rooms all day every day.
- Core deal support (i.e., diligence/diligence memos)
- Deal support-related licensing/TSA work (i.e., drafting a post-spinout license between parentco and newco)
- Stand-alone licensing and collaboration agreements
Once you've got some experience under your belt you'll start working on writing licenses. What that level of experience is depends on your firm, as firms with more licensing work tend to pull people out of core deal support purgatory earlier just because there's more work to go around. Lots of deals need licensing or TSA agreements that will be operative after closing, and the tech trans group will take the lead on negotiating and drafting these. M&A related licensing tends to be less complex because it is ancillary to the core deal of the M&A (and there are usually tighter timelines because the M&A transaction is driving things, not the license).
The most fun/interesting/sexy work in tech transactions is stand-alone licensing. The tech trans group is in the driver's seat here and these are completely bespoke documents and all the points are typically heavily negotiated. There really is not a standard "market" provision for any section and so everything is on the table for negotiation based on the relative power of the two parties, which is what makes this work so interesting. These are truly monumental and incredibly complex documents (I think my record is ~300 pages) and everything in them is important, as it lays out exactly how a multi-year collaboration between two companies will run in almost every aspect. If you've never seen one, take a look on EDGAR and do a read-through (this isn't a bad example to start with: https://www.sec.gov/Archives/edgar/data ... dex102.htm). Although a bunch of stuff will be redacted, you'll get a sense of how these are structured.
Here's the kicker though - not every firm does many stand-alone licenses. Most of the big M&A/PE focused firm's tech transactions groups exclusively work on core deal support and M&A-related licensing and TSAs. One of the reasons I chose Ropes is that they do a ton of stand-alone licensing. At this point I do about 70% stand-alone licensing, about 20% supervising juniors doing core deal support and deal-related licensing, and about 10% other stuff. The only reason I still do core deal support (even in a supervisory role) is I find it fun and interesting as long as it's a minority of my practice. Most of my compatriots at my seniority at Ropes have a practice mix that's closer to 90% stand-alone licensing.
Industries
Tech transactions in biglaw is concentrated in two industries - software and life sciences. The relative proportion of each industry each firm services seems to depend on which coast the firm is primarily on - east coast firms do more life sciences, west coast firms do more software (but both do both, it's just the relative proportion of the workflow that changes). Ropes primarily does work in the life sciences space, although we also do some software-related work.
In my experience pharma companies tend to have the more interesting and complex stand-alone licensing because these licenses are so central to the pharma business model - a small company takes the research from the academic lab through pre-clinical or phase I clinical, it licenses out some indications to a bigger pharma company in order to fund other indications/new research; that bigger pharma co takes its indications through phase II or III and then licenses it/agrees to co-develop/co-commercialize it with a big pharma co, who then takes it to market (hopefully...). As such, pharma companies are willing to spend the time and effort to hash out all the details and make the license agreement as comprehensive as possible to avoid problems down the road.
Related practice groups
Next, the negative examples - tech transactions is separate from data privacy/cybersecurity, and separate from healthcare.
Data privacy and cybersecurity is a more regulatory-focused practice and isn't just dealwork, i.e., they get brought in to advise clients on drafting policies and brought in to advise when there's a breach. Some deals where there's a big data component or there's been a past breach we'll call them in, but unless there's a reason, in a deal support role IPT generally does the diligence relating to data privacy.
Healthcare is also a more regulatory-focused practice, but unlike data privacy/cybersecurity there's usually a healthcare deal support team on a deal if there's an IPT deal support team. They focus on the healthcare regulatory compliance and take the lead on any privacy issues that are governed by healthcare regulations, e.g. HIPAA.
Finally, lots of firms have an "IP" group, which is really just a patent prosecution group. This is not tech transactions and is focused on getting patents for clients instead of the dealwork that is core to the tech transactions practice.
Lifestyle
Lifestyle completely depends on the type of tech transactions work you're doing. If you're doing mostly deal support (either core deal support or deal support-related licensing), you're subject to the whims of the M&A timing. This means there are more fire drills and more late nights, but also more down time when none of your deals are blowing up. As a specialist you'll typically be on more deals than the core M&A team and just praying that multiple deals don't go crazy at the same time.
If you primarily do stand-alone licensing, the schedule is typically a bit less up and down. The nature of these long and complex documents is that it takes each side a lot of time to turn the draft, so once you send the draft off to the other side it could be 2-6 weeks before they send it back to you. Because of this, you'll usually have 6-10 licenses going at a time and when a draft goes to the other side you'll just turn to your next license in the queue and you won't often have time that you're just sitting on your hands. You also though won't have many times when you're working at 2am because the draft needs to go out - the business demands are less hectic than M&A and so usually (albeit not always) if you need the extra day to put the finishing polish on the draft before it goes to the client/the other side, you'll be able to get that extra time.
That being said, this is still biglaw, you'll be billing a lot of hours. IPT at Ropes has been going crazy for the last two years (who would have guessed that a life sciences focused practice would be busy during a global pandemic?) but even in the slower pre-pandemic times this was not a 9-5 and people reliably hit hours and then some.
Exits
This is very firm-specific and relies on the network of clients and former attorneys of the firm. At Ropes, the exits from the IPT group tend to be to pharma companies. About 50% of people go in-house in a legal role, the rest go to a business development function. People can start going in-house at about third year reliably, and comp tends to be a bit lower than biglaw, but not absurdly so (and more of it is in equity).
Not a problem! I love my work and the IPT group at Ropes. It's always interesting and fundamentally I'm a professional creative writer, which I love.Anonymous User wrote: ↑Wed Jul 06, 2022 6:14 pmThis is awesome - thank you for this. Couple questions.
Do you enjoy your practice?
Is IPT/Tech Transactions a growing practice? High in demand?
Do you find the work related to licensing agreements is repetitive, or is each licensing agreement unique presenting novel issues?
What advice would you give an incoming 1st year starting in IPT? Any reading/background info to read or look into that would help?antiworldly wrote: ↑Thu Jul 07, 2022 6:09 amNot a problem! I love my work and the IPT group at Ropes. It's always interesting and fundamentally I'm a professional creative writer, which I love.Anonymous User wrote: ↑Wed Jul 06, 2022 6:14 pmThis is awesome - thank you for this. Couple questions.
Do you enjoy your practice?
Is IPT/Tech Transactions a growing practice? High in demand?
Do you find the work related to licensing agreements is repetitive, or is each licensing agreement unique presenting novel issues?
IPT is definitely a growing practice, especially in the life sciences space. Turns out when tons of money is flowing into pharma, it needs to go somewhere and licensing and collaboration agreements are generally how companies spend/organize spending significant chunks of their capital.
One of the reasons I love IPT is each license is unique. Even in the most repetitive of my deals (we'd done a license between the same two parties for a similar technology ~five years before) we still re-negotiated and re-drafted like 40% of the precedent license reflecting the different thoughts/risk tolerances of the business team, the differences in the technology, and the different bargaining power.
Over time you figure out "OK, this is the best/most elegant way to solve X issue" but then the other side objects/has a different solution and you have to figure out what would actually work for the deal at hand, which means there is never a stock "this is how we draft this provision."
Any advice for someone who is interviewing for SAs now and has primarily been interviewing for corporate but would really like to be in tech transactions?antiworldly wrote: ↑Thu Jul 07, 2022 6:09 amNot a problem! I love my work and the IPT group at Ropes. It's always interesting and fundamentally I'm a professional creative writer, which I love.Anonymous User wrote: ↑Wed Jul 06, 2022 6:14 pmThis is awesome - thank you for this. Couple questions.
Do you enjoy your practice?
Is IPT/Tech Transactions a growing practice? High in demand?
Do you find the work related to licensing agreements is repetitive, or is each licensing agreement unique presenting novel issues?
IPT is definitely a growing practice, especially in the life sciences space. Turns out when tons of money is flowing into pharma, it needs to go somewhere and licensing and collaboration agreements are generally how companies spend/organize spending significant chunks of their capital.
One of the reasons I love IPT is each license is unique. Even in the most repetitive of my deals (we'd done a license between the same two parties for a similar technology ~five years before) we still re-negotiated and re-drafted like 40% of the precedent license reflecting the different thoughts/risk tolerances of the business team, the differences in the technology, and the different bargaining power.
Over time you figure out "OK, this is the best/most elegant way to solve X issue" but then the other side objects/has a different solution and you have to figure out what would actually work for the deal at hand, which means there is never a stock "this is how we draft this provision."
Not OP, but Cooley, WSGR, Goodwin, Fenwick, etcAnonymous User wrote: ↑Wed Jul 06, 2022 10:31 pmThis is incredible, thank you! Which firms do mostly number 3 (stand-alone licensing and collaboration)? Every group I've talked to, even V10s like Paul Weiss, advertises themselves as doing standalone work.
Yeah, everyone says they do it, so few actually do. Not yet seen a Paul Weiss license not connected to an M&A deal in my practice.Anonymous User wrote: ↑Thu Jul 07, 2022 2:35 pmNot OP, but Cooley, WSGR, Goodwin, Fenwick, etcAnonymous User wrote: ↑Wed Jul 06, 2022 10:31 pmThis is incredible, thank you! Which firms do mostly number 3 (stand-alone licensing and collaboration)? Every group I've talked to, even V10s like Paul Weiss, advertises themselves as doing standalone work.
Take your time reading through the licenses in diligence; it's a great time to see un-redacted licenses with the corresponding understanding of the business that entered into them. Besides that, ask your midlevels for particularly good/interesting licenses they worked on, read them, and start keeping a good precedent folder, it'll be useful later. Reading licenses without the understanding of the underlying business that shaped them only gives you 75% of the picture, but it's better than nothing.Anonymous User wrote: ↑Thu Jul 07, 2022 12:29 pmWhat advice would you give an incoming 1st year starting in IPT? Any reading/background info to read or look into that would help?
IPT is first and foremost a corporate practice, so interviewing for corporate roles as a summer is what you need to be doing. During the interview process definitely express interest in IPT and have researched some of the recent deals/some of the people who do IPT work, but there's nothing special about interviewing IPT versus any of the other corporate specialist groups.Anonymous User wrote: ↑Thu Jul 07, 2022 1:47 pmAny advice for someone who is interviewing for SAs now and has primarily been interviewing for corporate but would really like to be in tech transactions?
This is kind of a relief, thank you! Somewhat of a loaded question, but would it be better to go to a V10 (think latham/k&e/STB) doing generic corporate work (and try and get staffed on tech deals) or better to go to a firm like Goodwin/WSGR that has a more dedicated practice? Ultimate goal would probably be in-house at a large tech company after a few years. Thanks in advance.antiworldly wrote: ↑Thu Jul 07, 2022 7:50 pmIPT is first and foremost a corporate practice, so interviewing for corporate roles as a summer is what you need to be doing. During the interview process definitely express interest in IPT and have researched some of the recent deals/some of the people who do IPT work, but there's nothing special about interviewing IPT versus any of the other corporate specialist groups.Anonymous User wrote: ↑Thu Jul 07, 2022 1:47 pmAny advice for someone who is interviewing for SAs now and has primarily been interviewing for corporate but would really like to be in tech transactions?
I'm not the poster from above but V10s have IPT groups as well, albeit not as large as Cooley or other tech focused firmsAnonymous User wrote: ↑Thu Jul 07, 2022 8:53 pmThis is kind of a relief, thank you! Somewhat of a loaded question, but would it be better to go to a V10 (think latham/k&e/STB) doing generic corporate work (and try and get staffed on tech deals) or better to go to a firm like Goodwin/WSGR that has a more dedicated practice? Ultimate goal would probably be in-house at a large tech company after a few years. Thanks in advance.antiworldly wrote: ↑Thu Jul 07, 2022 7:50 pmIPT is first and foremost a corporate practice, so interviewing for corporate roles as a summer is what you need to be doing. During the interview process definitely express interest in IPT and have researched some of the recent deals/some of the people who do IPT work, but there's nothing special about interviewing IPT versus any of the other corporate specialist groups.Anonymous User wrote: ↑Thu Jul 07, 2022 1:47 pmAny advice for someone who is interviewing for SAs now and has primarily been interviewing for corporate but would really like to be in tech transactions?
Can you speak to the different types of licenses you work on? Are SaaS agreements considered licensing agreements as well?antiworldly wrote: ↑Wed Jul 06, 2022 9:20 amI'm a midlevel doing tech trans at Ropes (we call it IP Transactions ("IPT")), so my answer will be colored by how Ropes does it, but based on talking with my friends at other firms it's generally reflective of standard biglaw model....