Transactional After Clerkship Forum

[Anonymous User]

currently doing my second of two clerkships. i thought I wanted to do litigation, but I am basically positive now that I made the wrong choice. Being completely honest with myself I did the two clerkships because I was top 5% at T6 and the clerkship office approached me and I was insecure and thought it would be better. I was blinded by this idea of a gold star and let it shape my interests. I totally understand I fucked up and made mistake. I have a return offer at a V10 for litigation. Wondering what are my next steps here if I want to do transactional.

In pursuit of being a transacitonal associate, I am totally willing to throw away class credit or clerkship bonus. Therefore, I am thinking of reaching out to my old firm and explaining my situation (in a more professional and less whiny way, of course) and offering to forgo any class credit or bonus and ask to be slotted into a corporate practice. My hope is to maximize my career as a transactional biglaw associate for as long as possible, so even if I were to get class credit I am a little hesitant to take it because I don't want to have a first year brain with third year expectations.

Anyways, I am posting here to see if anyone has gone from two clerkships to tranactional at a biglaw firm. And, even if you haven't, if you have any advice.

[Anonymous User]

This happens more often than you think. You can definitely do it. Just have a good explanation. People won't think it's that weird and you might not even have to take a cut in terms of class year.

[Anonymous User]

This happens more often than you think. You can definitely do it. Just have a good explanation. People won't think it's that weird and you might not even have to take a cut in terms of class year.

even if I didn't take a class year cut, should I ask for one? I'm by no mean an M&A savant so am a little nervous about having to satisfy third year expectations with what little I know now.

[Anonymous User]

I was in a similar boat to you. I took a clerkship starting two years after graduation and quickly became a transactional associate when I started practicing. When I interviewed for the post-clerkship job, nobody made a big deal of it, although it did need explanation. I didn't offer or take a class cut and my wallet thanks me.

Honestly, I wouldn't offer it, either. Very junior corporate work (due diligence, sig packets, etc) is best avoided. Will you be behind your peers? Well,

• A surprising number of them won't have learned / know anything about how the documents and deals actually work, so on the stuff you're graded on as a midlevel, you'll catch up quickly. (They'll have just done the junior stuff and logged off.)
• You'll have a rough first three months or so seeing everything for the first time. But you'll catch on to the basic stuff pretty quickly. Once you've seen two closings, you've seen them all (from the junior POV).
• You can learn a lot just by reading Westlaw's annotated forms, a few of the transactional treatises, any of the dozens of marked-up form documents out there, etc. I kind of think that someone who spent 1 or 2 months just reading those in their free time would be a median-or-above third year. You could probably also look at the Business Lawyer, NYLJ, etc, too. Just reading that stuff will really help accelerate you.

Not for nothing but at Cravath (which isn't the holy grail, etc, etc) the rotation system jumps people from practice group to practice group every two years or so. Sixth years are looking at documents they've never seen before and they do alright.

TL;DR - you'll be fine, don't offer the class cut, do some reading to demonstrate you're familiar with the very basics of your profession (if you're targeting LevFin, you should know what a SunGard clause is and why it matters, MAC/MAE if you're looking at M&A, etc).

[Anonymous User]

I was in a similar boat to you. I took a clerkship starting two years after graduation and quickly became a transactional associate when I started practicing. When I interviewed for the post-clerkship job, nobody made a big deal of it, although it did need explanation. I didn't offer or take a class cut and my wallet thanks me.

Honestly, I wouldn't offer it, either. Very junior corporate work (due diligence, sig packets, etc) is best avoided. Will you be behind your peers? Well,

• A surprising number of them won't have learned / know anything about how the documents and deals actually work, so on the stuff you're graded on as a midlevel, you'll catch up quickly. (They'll have just done the junior stuff and logged off.)
• You'll have a rough first three months or so seeing everything for the first time. But you'll catch on to the basic stuff pretty quickly. Once you've seen two closings, you've seen them all (from the junior POV).
• You can learn a lot just by reading Westlaw's annotated forms, a few of the transactional treatises, any of the dozens of marked-up form documents out there, etc. I kind of think that someone who spent 1 or 2 months just reading those in their free time would be a median-or-above third year. You could probably also look at the Business Lawyer, NYLJ, etc, too. Just reading that stuff will really help accelerate you.

Not for nothing but at Cravath (which isn't the holy grail, etc, etc) the rotation system jumps people from practice group to practice group every two years or so. Sixth years are looking at documents they've never seen before and they do alright.

TL;DR - you'll be fine, don't offer the class cut, do some reading to demonstrate you're familiar with the very basics of your profession (if you're targeting LevFin, you should know what a SunGard clause is and why it matters, MAC/MAE if you're looking at M&A, etc).

Thanks for this! Any other reading recs or would you say bolded pretty much covers it?

[Anonymous User]

I was in a similar boat to you. I took a clerkship starting two years after graduation and quickly became a transactional associate when I started practicing. When I interviewed for the post-clerkship job, nobody made a big deal of it, although it did need explanation. I didn't offer or take a class cut and my wallet thanks me.

Honestly, I wouldn't offer it, either. Very junior corporate work (due diligence, sig packets, etc) is best avoided. Will you be behind your peers? Well,

• A surprising number of them won't have learned / know anything about how the documents and deals actually work, so on the stuff you're graded on as a midlevel, you'll catch up quickly. (They'll have just done the junior stuff and logged off.)
• You'll have a rough first three months or so seeing everything for the first time. But you'll catch on to the basic stuff pretty quickly. Once you've seen two closings, you've seen them all (from the junior POV).
• You can learn a lot just by reading Westlaw's annotated forms, a few of the transactional treatises, any of the dozens of marked-up form documents out there, etc. I kind of think that someone who spent 1 or 2 months just reading those in their free time would be a median-or-above third year. You could probably also look at the Business Lawyer, NYLJ, etc, too. Just reading that stuff will really help accelerate you.

Not for nothing but at Cravath (which isn't the holy grail, etc, etc) the rotation system jumps people from practice group to practice group every two years or so. Sixth years are looking at documents they've never seen before and they do alright.

TL;DR - you'll be fine, don't offer the class cut, do some reading to demonstrate you're familiar with the very basics of your profession (if you're targeting LevFin, you should know what a SunGard clause is and why it matters, MAC/MAE if you're looking at M&A, etc).

Transactional associate leaving to clerk at the end of my first year. Looking forward to it for a number of reasons, but plan to go back to corporate afterwards. Was yours valuable at all, or should I be thinking of this more as a personal indulgence (which I be fine with )?

[Anonymous User]

Guy giving advice following up.

Thanks for this! Any other reading recs or would you say bolded pretty much covers it?

If I was you, I'd subscribe to Matt Levine's newsletter and read it daily. (He's a Bloomberg guy, ex-WLRK M&A - and Circuit clerk!) who writes really well on "deals" and "finance" writ large. After a few months of reading it, you'll be pleasantly surprised at what you know. I'd also take a look at one of the books on contract drafting - I have Working With Contracts, which is good, but there could well be better ones ones out there. But I'd really focus on one of the deal treatises and one of the marked-up documents. (The annotations are the whole point, to be clear.) I frankly wouldn't freak out too much about which document at this point, because drafting skills are pretty portable between practices. NYLJ and the Business Lawyer, if you have access to them, will have interesting short-ish pieces exposing you to current issues in practice, which may help you see what feels most interesting.

FWIW I would encourage going deep rather than going long - if you read one of the treatises and get the basics of two merger agreements (what things say, why, and what's negotiated about them) you will be in incredibly good shape. An hour or two a day will go a long way; you shouldn't be burning the midnight oil. And know that the first time you look at any big doc - the SPA, indenture, whatever, - it seems impossible. But once you've spent a few hours with it, it gets manageable. Don't freak out because it's 300 pages and inscrutable right now.

Transactional associate leaving to clerk at the end of my first year. Looking forward to it for a number of reasons, but plan to go back to corporate afterwards. Was yours valuable at all, or should I be thinking of this more as a personal indulgence (which I be fine with )?

Let me put it to you this way: it would have been much more professionally valuable to me to stay at the firm. But, that said, I don't regret it at all (it helps that I really liked everyone in chambers and lived in a cool area). There is a slight halo effect with corporate people (and a huge one with litigators, which is often very funny). The substantive law wasn't meaningful to me: you don't get corporate governance cases, the securities and tax cases didn't deal with facts we'll ever see, and the contract cases - you already know how to interpret those. As of yet, the network hasn't been useful and I don't expect it to be.

The biggest professional benefit I got came from being the other side of someone who had been obsessing over briefing for months when I was just looking at it for the first time. It makes me think of our clients: we've seen a million merger agreements, that's the most important thing to us and we love the nuances. But they're not nearly so into it, and we lose them by presuming that level of familiarity. I will also say that it let me lateral in an unusually friendly way: nobody at my old firm was offended and many of them offered me advice on other places. Most lateral processes have a bit of hurt feelings to them.

[anon3030]

I clerked for two years and then did transactional. I wouldn’t take a two year class hit but maybe one year if you really want a longer runway. You should be fine making the switch.

A good second year transactional associate still doesn’t know that much law but are valuable when they are good project managers, positive, and available. Just sell how you enjoyed managing a busy docket and how organized you were and how you managed up to keep your judge looking good. And sell any substantive cases you worked on that dealt with contract law/property/securities so you show some applicable legal experience even if very little.

[Anonymous User]

I clerked for two years and then did transactional. I wouldn’t take a two year class hit but maybe one year if you really want a longer runway. You should be fine making the switch.

A good second year transactional associate still doesn’t know that much law but are valuable when they are good project managers, positive, and available. Just sell how you enjoyed managing a busy docket and how organized you were and how you managed up to keep your judge looking good. And sell any substantive cases you worked on that dealt with contract law/property/securities so you show some applicable legal experience even if very little.

If I were to take a single year hit do i just email and ask for it. It feels so weird and don't want to burn any bridges. But maybe they'll be delighted because I save them money.

[Anonymous User]

Original responder.

If I were to take a single year hit do i just email and ask for it. It feels so weird and don't want to burn any bridges. But maybe they'll be delighted because I save them money.

As I've seen it happen, firms make conditional offers (i.e., we're happy to take you if you take a class cut). You could discuss frankly during your interview ("what would your expectations of me be on day 1"), and the conversations also go organically from there.

But look at the salary scale. You're throwing away $50-$70k/year by taking a class cut. Why offer it, especially if they aren't asking for it? The people hiring you aren't idiots, they know that you haven't done a bit of corporate work and - unless they ask for a class cut - are still OK with paying you more than a first year and letting you supervise junior associates as they run signature packets. IMO you have a fantastic deal right now and you shouldn't throw it away.

A good second year transactional associate still doesn’t know that much law but are valuable when they are good project managers, positive, and available.

I agree with this. If you are really worried about your first three months, you can be a good junior associate without any substantive knowledge just by managing process. Weirdly, the best thing I did - by far - as a baby associate was sending out punch list emails to the senior associate on the team every evening before logging off. Just a list of the documents with where they were, what had to happen next, and anything I thought was important from the previous day's email traffic ("the accountants are talking like they might have issues getting the pro forma materials ready in time," "the tax team seems to be ignoring us, we've chased a few times for comments but haven't heard back," "the finance team asked if they can follow up about payoff letters directly or if we want to reach out ourselves," etc). You don't need to know anything to do this stuff, and if you're reading the redlines in the background you're going to learn a lot.

[Anonymous User]

Original responder.

If I were to take a single year hit do i just email and ask for it. It feels so weird and don't want to burn any bridges. But maybe they'll be delighted because I save them money.

As I've seen it happen, firms make conditional offers (i.e., we're happy to take you if you take a class cut). You could discuss frankly during your interview ("what would your expectations of me be on day 1"), and the conversations also go organically from there.

But look at the salary scale. You're throwing away $50-$70k/year by taking a class cut. Why offer it, especially if they aren't asking for it? The people hiring you aren't idiots, they know that you haven't done a bit of corporate work and - unless they ask for a class cut - are still OK with paying you more than a first year and letting you supervise junior associates as they run signature packets. IMO you have a fantastic deal right now and you shouldn't throw it away.

A good second year transactional associate still doesn’t know that much law but are valuable when they are good project managers, positive, and available.

I agree with this. If you are really worried about your first three months, you can be a good junior associate without any substantive knowledge just by managing process. Weirdly, the best thing I did - by far - as a baby associate was sending out punch list emails to the senior associate on the team every evening before logging off. Just a list of the documents with where they were, what had to happen next, and anything I thought was important from the previous day's email traffic ("the accountants are talking like they might have issues getting the pro forma materials ready in time," "the tax team seems to be ignoring us, we've chased a few times for comments but haven't heard back," "the finance team asked if they can follow up about payoff letters directly or if we want to reach out ourselves," etc). You don't need to know anything to do this stuff, and if you're reading the redlines in the background you're going to learn a lot.

OP here. Thanks for this. I guess I will hold off and not ask for class cut and just reach that bridge if/when it comes up.

[Anonymous User]

I was in a similar boat to you. I took a clerkship starting two years after graduation and quickly became a transactional associate when I started practicing. When I interviewed for the post-clerkship job, nobody made a big deal of it, although it did need explanation. I didn't offer or take a class cut and my wallet thanks me.

Honestly, I wouldn't offer it, either. Very junior corporate work (due diligence, sig packets, etc) is best avoided. Will you be behind your peers? Well,

• A surprising number of them won't have learned / know anything about how the documents and deals actually work, so on the stuff you're graded on as a midlevel, you'll catch up quickly. (They'll have just done the junior stuff and logged off.)
• You'll have a rough first three months or so seeing everything for the first time. But you'll catch on to the basic stuff pretty quickly. Once you've seen two closings, you've seen them all (from the junior POV).
• You can learn a lot just by reading Westlaw's annotated forms, a few of the transactional treatises, any of the dozens of marked-up form documents out there, etc. I kind of think that someone who spent 1 or 2 months just reading those in their free time would be a median-or-above third year. You could probably also look at the Business Lawyer, NYLJ, etc, too. Just reading that stuff will really help accelerate you.

Not for nothing but at Cravath (which isn't the holy grail, etc, etc) the rotation system jumps people from practice group to practice group every two years or so. Sixth years are looking at documents they've never seen before and they do alright.

TL;DR - you'll be fine, don't offer the class cut, do some reading to demonstrate you're familiar with the very basics of your profession (if you're targeting LevFin, you should know what a SunGard clause is and why it matters, MAC/MAE if you're looking at M&A, etc).

Love the fact that you felt the need to clarify that the V1 isn't the holy grail, etc etc. Cravath Derangement Syndrome strikes again, ladies and gents!

[Anonymous User]

Guy replying a bunch.

Love the fact that you felt the need to clarify that the V1 isn't the holy grail, etc etc. Cravath Derangement Syndrome strikes again, ladies and gents!

Not sure what you're trying to get at. I'm not a CSM associate (and weirdly have never been across from them) but I only named them specifically to illustrate my point about senior associates coming to new types of documents for the first time and doing alright. FWIW my "view" on CSM is that they are very good but they are not above the rest of Band 1 in whatever corporate practice you pick. Lots of good lawyers in the world. Like I said, not the holy grail.

[Anonymous User]

Guy replying a bunch.

Love the fact that you felt the need to clarify that the V1 isn't the holy grail, etc etc. Cravath Derangement Syndrome strikes again, ladies and gents!

Not sure what you're trying to get at. I'm not a CSM associate (and weirdly have never been across from them) but I only named them specifically to illustrate my point about senior associates coming to new types of documents for the first time and doing alright. FWIW my "view" on CSM is that they are very good but they are not above the rest of Band 1 in whatever corporate practice you pick. Lots of good lawyers in the world. Like I said, not the holy grail.

Your Cravath reference was fine and not at all annoying. No idea what the previous commenter is getting at. On that note, please, please can we not devolve into Cravath hate/stanning like we do in half these threads.

[jotarokujo]

Guy replying a bunch.

Love the fact that you felt the need to clarify that the V1 isn't the holy grail, etc etc. Cravath Derangement Syndrome strikes again, ladies and gents!

Not sure what you're trying to get at. I'm not a CSM associate (and weirdly have never been across from them) but I only named them specifically to illustrate my point about senior associates coming to new types of documents for the first time and doing alright. FWIW my "view" on CSM is that they are very good but they are not above the rest of Band 1 in whatever corporate practice you pick. Lots of good lawyers in the world. Like I said, not the holy grail.

I think the person you're responding to is actually pro-cravath, claiming there is a "derangement syndrome" that cravath attracts unjustified attacks. But I could be wrong, it's somewhat cryptic

[Wild Card]

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

[Anonymous User]

Guy posting a bunch.

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

While junior corporate work has a higher percentage of mindless tasks than junior litigation work (which, I think it's fair to say, has plenty), once you start marking up the key deal documents / get involved in the strategy of the deal, transactional practice is plenty engaging.

I was turned off because (a) I just didn't find a lot of it very interesting (e.g. fights over venue, admissibility, etc) and (b) didn't like the people I worked with. So I tried corporate work largely to get off those big cases and ended up working for good midlevels. I also found drafting contracts kept me interested (compared to drafting briefs, which didn't do it for me).

[Anonymous User]

Guy posting a bunch.

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

While junior corporate work has a higher percentage of mindless tasks than junior litigation work (which, I think it's fair to say, has plenty), once you start marking up the key deal documents / get involved in the strategy of the deal, transactional practice is plenty engaging.

I was turned off because (a) I just didn't find a lot of it very interesting (e.g. fights over venue, admissibility, etc) and (b) didn't like the people I worked with. So I tried corporate work largely to get off those big cases and ended up working for good midlevels. I also found drafting contracts kept me interested (compared to drafting briefs, which didn't do it for me).

OP here. Largely second what this guy said. Additionally, I would say I largely disagree with this idea that the adversarial process and fighting over things gets you to some objective truth or is productive, which many litgators accept as unquestionable. I much preferred corporate culture and work which is aimed towards a largely shared goal. The whole culture of litigation is not my thing and I find it weirdly culty (the people in there—at least on the junior side—appear to see themselves as young Scalias or RBGs who use their intellect to wage war or whatever; so bizarre). Alternatively, there are characters in transactional but transactional is largely made up of people who see this just as a job, which is how i view biglaw. Finally, any exit I would want from a law firm would be in the corporate world. I absolutely do not want to work for the government or do small, boutique litigation.

Trust me, I know transactional work in many ways sucks. I'm just pretty certain I prefer it to litigation.

[Anonymous User]

Guy posting a bunch.

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

While junior corporate work has a higher percentage of mindless tasks than junior litigation work (which, I think it's fair to say, has plenty), once you start marking up the key deal documents / get involved in the strategy of the deal, transactional practice is plenty engaging.

I was turned off because (a) I just didn't find a lot of it very interesting (e.g. fights over venue, admissibility, etc) and (b) didn't like the people I worked with. So I tried corporate work largely to get off those big cases and ended up working for good midlevels. I also found drafting contracts kept me interested (compared to drafting briefs, which didn't do it for me).

I dunno if this is all that hot of a take, but i think that the vast majority of first year work for corporate and litigation is sort of brainless (diligence vs doc review), but doc review seems so much more awful than diligence.

It seems like corp and lit associates move from those brainless tasks to more substantive things at a similar rate though

[Anonymous User]

Guy posting a bunch.

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

While junior corporate work has a higher percentage of mindless tasks than junior litigation work (which, I think it's fair to say, has plenty), once you start marking up the key deal documents / get involved in the strategy of the deal, transactional practice is plenty engaging.

I was turned off because (a) I just didn't find a lot of it very interesting (e.g. fights over venue, admissibility, etc) and (b) didn't like the people I worked with. So I tried corporate work largely to get off those big cases and ended up working for good midlevels. I also found drafting contracts kept me interested (compared to drafting briefs, which didn't do it for me).

OP here. Largely second what this guy said. Additionally, I would say I largely disagree with this idea that the adversarial process and fighting over things gets you to some objective truth or is productive, which many litgators accept as unquestionable.

I actually like litigation but I also think this is weird. That quote about how the adversarial process is "the greatest engine yet discovered for the discovery of truth" or whatever has never made sense to me. Litigators' job is to fight for their client using procedural and legalistic tools even when that means trying to obscure the actual truth (and you can 100% do this without breaking the rules or lying to the court).

Imagine if scientific questions got resolved by assigning one scientist to one side of a debate, another to another, and finding the answer based on whoever wins the debate according to whatever the rules are. And then, if like geocentrism happened to win because it had better advocates, and then you missed the deadline to appeal, that ruling was just enshrined forever.

If the adversarial system makes sense, and I do think there are good reasons for it, it has to be about protecting individual rights and a person's ability to advocate for themselves on issues that affect them, and limiting the power of whatever centralized government Board of Truth would be set up to resolve disputes. It can't be that litigation-style arguing actually is the best and most productive way possible of finding out what actually happened.

Sorry for the rant, anyway, a platinum-plated resume like yours shouldn't have any problem getting into general corp.

[Anonymous User]

Guy posting a bunch.

Transactional is utterly mindless and endless and your firm's corporate group would probably be delighted to have you.

Litigation is much more selective than transactional.

What turned you off to lit, if you're willing to share?

While junior corporate work has a higher percentage of mindless tasks than junior litigation work (which, I think it's fair to say, has plenty), once you start marking up the key deal documents / get involved in the strategy of the deal, transactional practice is plenty engaging.

I was turned off because (a) I just didn't find a lot of it very interesting (e.g. fights over venue, admissibility, etc) and (b) didn't like the people I worked with. So I tried corporate work largely to get off those big cases and ended up working for good midlevels. I also found drafting contracts kept me interested (compared to drafting briefs, which didn't do it for me).

OP here. Largely second what this guy said. Additionally, I would say I largely disagree with this idea that the adversarial process and fighting over things gets you to some objective truth or is productive, which many litgators accept as unquestionable.

I actually like litigation but I also think this is weird. That quote about how the adversarial process is "the greatest engine yet discovered for the discovery of truth" or whatever has never made sense to me. Litigators' job is to fight for their client using procedural and legalistic tools even when that means trying to obscure the actual truth (and you can 100% do this without breaking the rules or lying to the court).

Imagine if scientific questions got resolved by assigning one scientist to one side of a debate, another to another, and finding the answer based on whoever wins the debate according to whatever the rules are. And then, if like geocentrism happened to win because it had better advocates, and then you missed the deadline to appeal, that ruling was just enshrined forever.

If the adversarial system makes sense, and I do think there are good reasons for it, it has to be about protecting individual rights and a person's ability to advocate for themselves on issues that affect them, and limiting the power of whatever centralized government Board of Truth would be set up to resolve disputes. It can't be that litigation-style arguing actually is the best and most productive way possible of finding out what actually happened.

Sorry for the rant, anyway, a platinum-plated resume like yours shouldn't have any problem getting into general corp.

OP here. EXACTLY. I have used that same example so many times and litigators look at me like I'm crazy. it is insane to me that so many people have accepted this dogma that the adversarial process is the best way to find the objective truth. Sometimes i feel like my colleagues lets this seep out into other non-related discussions where they think fighting over meaningless things is always productive.

[Wild Card]

Thank you for your time and thoughtful responses.

I spent only two years in corporate and at non-V10 biglaw firm, so that colors my experience. I didn't get to do anything besides due diligence, summary memos, and issues lists. I did like that many of my colleagues back then, at least in M&A. Many did seem smart and down to earth, and they understood that it was just a job, and they also understood their exit options. When there was unpleasantness or difficulty, it was just about doing a lot of work and getting the work done on time.

I also believe in "Truth with a capital 'T'" as some modern writers call it, given my Christian and lower middle class background. But I realized a vast majority of my classmates were moral relativists. They enjoyed competing for the sake of competing. It's a game to them, a fierce and exciting game.

I was about to say, when I was clerking, it bothered me that it was often hard to know what the correct outcome was after reading the parties' briefs. OTOH, I often had to watch seemingly smart and experienced counsel make totally ridiculous substantive and procedural arguments with a straight face. I guess I really wouldn't want to be in that position.

[Anonymous User]

Thank you for your time and thoughtful responses.

I spent only two years in corporate and at non-V10 biglaw firm, so that colors my experience. I didn't get to do anything besides due diligence, summary memos, and issues lists. I did like that many of my colleagues back then, at least in M&A. Many did seem smart and down to earth, and they understood that it was just a job, and they also understood their exit options. When there was unpleasantness or difficulty, it was just about doing a lot of work and getting the work done on time.

I also believe in "Truth with a capital 'T'" as some modern writers call it, given my Christian and lower middle class background. But I realized a vast majority of my classmates were moral relativists. They enjoyed competing for the sake of competing. It's a game to them, a fierce and exciting game.

I was about to say, when I was clerking, it bothered me that it was often hard to know what the correct outcome was after reading the parties' briefs. OTOH, I often had to watch seemingly smart and experienced counsel make totally ridiculous substantive and procedural arguments with a straight face. I guess I really wouldn't want to be in that position.

So I take this to mean you did clerking and transactional and it turned out alright.

[Anonymous User]

Guy posting a bunch, I think this is interesting.

I also believe in "Truth with a capital 'T'" . . . I realized a vast majority of my classmates were moral relativists. They enjoyed competing for the sake of competing. It's a game to them, a fierce and exciting game.

But it's the same thing in transactional work, right? I'm trying to get the best possible terms for my client, part of the game is "winning" the negotiation. And while I personally have a view as to what the "correct" or "truly fair" allocation of risks and responsibilities is in a deal, I'm going to try to do better than that for my client. I enjoy that!

. . . it bothered me that it was often hard to know what the correct outcome was after reading the parties' briefs.

Again, I feel like I do this a lot as a transactional lawyer. When I recommend accepting or rejecting a particular term, there's no "correct" answer. Could I have gotten better terms for my client? Am I losing compared to the market? Hurting my client's position on the next deal? Giving them more risk than they can stomach taking - or worse, giving them downside risk that will come back to bite them? Is there a glitch in the documents that could bite us in a year? True enough, I'm not the one making the decision - that's the client. But they rely on my judgment a lot, so I think it's not true to hand-wave and act like I'm not a big part of the process.

[Anonymous User]

double post