Do corporate attorneys get exposure to case law? Forum

[Anonymous User]

I hear a lot of people say that corporate practise is for people who don't enjoy law school. I've really enjoyed law school so far, especially my corporations class. I don't love legal research and writing, but I like learning the case rules. How much exposure do corporate attorneys get to case law?

[nealric]

I hear a lot of people say that corporate practise is for people who don't enjoy law school. I've really enjoyed law school so far, especially my corporations class. I don't love legal research and writing, but I like learning the case rules. How much exposure do corporate attorneys get to case law?

It depends somewhat on the specifics of your practice, but a corporate practice is generally going to be much less case law intensive than litigation. You may do the occasional research memo on a substantive point or research for a legal opinion, but you certainly won't be doing caselaw research or reading cases all day like you are used to in law school.

On the other hand, I actually did a decent amount of legal research as a junior tax associate. However, in a statute-heavy area like tax, a lot of it is administrative rulings rather than case law (although there is some case law). In any event, any case law you are likely going to be reading with a transactional focus is unlikely to be as factually colorful as what you read in law school. You probably aren't going to come across any lurid "hairy hand" type cases when researching Delaware corporate law.

[JiveTurkey]

In M&A, not really any day-to-day. You might follow or get updates on DE decisions, that’s about it.

[Anonymous User]

In M&A, not really any day-to-day. You might follow or get updates on DE decisions, that’s about it.

Not like formal memo style research, but I've definitely done a decent bit of "how does DE look at this" style research

[Anonymous User]

In M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.

Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/

[Anonymous User]

In M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.

Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/

Not to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.

[Anonymous User]

No

[Anonymous User]

In M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.

Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/

Not to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.

Did you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!

The Labyrinth SPA had all of the three key ingredients the ABRY court honed in on -- (1) an entire agreement/merger clause, (2) a "no other representations" R&W given by the sellers, and it contained (what sell-side counsel thought was) (3) a robust purchaser independent investigation rep given by the acquiror, and yet the result was completely opposite from that reached by the ABRY court.

This is exactly the kind of "Oh everyone knows this already" thinking that is all too prevalent in mediocre M&A lawyers at big firms today. This is exactly why I made this post.

ABRY and its progeny should be thought of as a "movie reel" of iteratively instructive guidance. Good drafters must take heed of each 'scene' in the movie reel, starting before ABRY at Great Lakes, but also engaging thoughtfully with Prairie Capital, Squid Soap, FdG, and all of the other decisions since to arrive at the right conceptual approach. Litigators cannot do this for you. There are no magic words in DE to avoid extra-contractual fraud claims, and the sell-side in Labyrinth clearly didn't finish the movie, so to speak, as the "purchaser independent rep" they agreed to was flawed; the court found that such language indicated that the buyer had affirmatively relied on off-contract diligence findings. Because of the sloppiness in the drafting, which could have been ameliorated by an M&A drafter who was more studious, the result was, as West has previously written, a "dog's breakfast" for the sellers. https://privateequity.weil.com/europe/a ... breakfast/

[JiveTurkey]

In M&A, not really any day-to-day. You might follow or get updates on DE decisions, that’s about it.

Not like formal memo style research, but I've definitely done a decent bit of "how does DE look at this" style research

Yeah I’ve done some as well, just wouldn’t call it a regular thing

[Anonymous User]

In M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.

Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/

Not to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.

Did you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!

The Labyrinth SPA had all of the three key ingredients the ABRY court honed in on -- (1) an entire agreement/merger clause, (2) a "no other representations" R&W given by the sellers, and it contained (what sell-side counsel thought was) (3) a robust purchaser independent investigation rep given by the acquiror, and yet the result was completely opposite from that reached by the ABRY court.

This is exactly the kind of "Oh everyone knows this already" thinking that is all too prevalent in mediocre M&A lawyers at big firms today. This is exactly why I made this post.

ABRY and its progeny should be thought of as a "movie reel" of iteratively instructive guidance. Good drafters must take heed of each 'scene' in the movie reel, starting before ABRY at Great Lakes, but also engaging thoughtfully with Prairie Capital, Squid Soap, FdG, and all of the other decisions since to arrive at the right conceptual approach. Litigators cannot do this for you. There are no magic words in DE to avoid extra-contractual fraud claims, and the sell-side in Labyrinth clearly didn't finish the movie, so to speak, as the "purchaser independent rep" they agreed to was flawed; the court found that such language indicated that the buyer had affirmatively relied on off-contract diligence findings. Because of the sloppiness in the drafting, which could have been ameliorated by an M&A drafter who was more studious, the result was, as West has previously written, a "dog's breakfast" for the sellers. https://privateequity.weil.com/europe/a ... breakfast/

Idk maybe I'm just being annoying, but I took a look at the SPA there and it's fairly off market in terms of the "no other reps" language as there's no express non-reliance language. I take your point about DE's conclusion on the implications of the "independent investigation" rep, but including basic (and standard) non-reliance language expressly disclaims those implications (and does so in accordance with ABRY).

[Anonymous User]

In M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.

Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/

Not to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.

Did you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!

The Labyrinth SPA had all of the three key ingredients the ABRY court honed in on -- (1) an entire agreement/merger clause, (2) a "no other representations" R&W given by the sellers, and it contained (what sell-side counsel thought was) (3) a robust purchaser independent investigation rep given by the acquiror, and yet the result was completely opposite from that reached by the ABRY court.

This is exactly the kind of "Oh everyone knows this already" thinking that is all too prevalent in mediocre M&A lawyers at big firms today. This is exactly why I made this post.

ABRY and its progeny should be thought of as a "movie reel" of iteratively instructive guidance. Good drafters must take heed of each 'scene' in the movie reel, starting before ABRY at Great Lakes, but also engaging thoughtfully with Prairie Capital, Squid Soap, FdG, and all of the other decisions since to arrive at the right conceptual approach. Litigators cannot do this for you. There are no magic words in DE to avoid extra-contractual fraud claims, and the sell-side in Labyrinth clearly didn't finish the movie, so to speak, as the "purchaser independent rep" they agreed to was flawed; the court found that such language indicated that the buyer had affirmatively relied on off-contract diligence findings. Because of the sloppiness in the drafting, which could have been ameliorated by an M&A drafter who was more studious, the result was, as West has previously written, a "dog's breakfast" for the sellers. https://privateequity.weil.com/europe/a ... breakfast/

Idk maybe I'm just being annoying, but I took a look at the SPA there and it's fairly off market in terms of the "no other reps" language as there's no express non-reliance language. I take your point about DE's conclusion on the implications of the "independent investigation" rep, but including basic (and standard) non-reliance language expressly disclaims those implications (and does so in accordance with ABRY).

You seem dull.

[The Lsat Airbender]

You seem dull.

brave anon