When I was a summer associate, I picked up my first project from the corporate group. The partner running the deal told me to review a Limited Partnership Agreement (“LPA”) – that was about 125 pages of the densest legalese I had ever seen – and “condense” it into about 30 pages of important terms in a summary table. It took me an entire week and my final product was…scary. What was even more frightening to me was the expectation that full-time junior associate complete this summary table in about a day and a half.
I eventually improved through a good amount of trial-and-error, spanning my time as a summer associate and then as a first-year associate. It never got easy, but it did get easier. I started to pick up “market” terms, the types of provisions that can be expected based on the two sides of the transaction, the size of the deal, and the target of the investment. This made a world of difference and drastically helped me improve as a corporate lawyer.
In general, being a corporate lawyer is doing whatever it takes to finalize a massive transaction while negotiating the best possible terms for your client, whether it’s small problems no one really cares about or big ones like how the management fee is structured. So you know where I’m coming from, corporate law was the perfect mix of stress and boredom – stressful when deals are closing and boring when reviewing long, complicated docs.
This post is meant to show you what to expect when interviewing with corporate lawyers, thinking about firms for your post-2L summer, or reaching out to alums from your law school that are now corporate lawyers.
So, What is Corporate?
Corporate can range from making sure signature pages are in the correct order (I have messed that up and it sucks) to sudden death the deal is closing tomorrow and the client is going to be pissed if we don’t have this provision exactly how they want it, but opposing counsel is not responding to emails or desperate phone calls and if the deal doesn’t close tomorrow everyone will die. At its core, a junior corporate associate must exhibit the strongest organizational skills of anyone on the team – it is your responsibility to make sure deadlines, sign-offs, and responses are all on track.
People often use the phrase “quarterbacking a deal” and I think it actually makes sense. Having this mindset helped me understand what I was doing as a junior associate. You have to manage a massive process of the deal, transaction, investment, whatever it is. Someone wants to invest a lot of money and they want you to get them the best possible terms on that investment. Quarterbacking the deal can involve identifying and organizing dozens of documents, some of which are simply name and date swaps from precedent transactions (or re-up investments) while others have substantive points that may need to be drafted from scratch (not a fan of drafting from scratch – luckily it rarely happened).
All of these docs will likely be negotiated and as a corporate associate, you have to make sure everyone is dealing with the right version and signing off on provisions at the right time. Organizational skills are essential to being the starting QB – you must keep everything organized and stay on the other attorneys in tax, ERISA, etc. to finish their review and provide comments on time. Then, it’s on you to keep it all under control and push everything across the finish line for final signatures.
Tips to Surviving as a Corporate Biglaw Associate
Start building checklists for documents that you find yourself drafting on a frequent basis. This will necessarily grow over time and make more sense as you gain more experience. Ask more experienced associates in your group if they can share checklists with you. Use all the resources your firm has to offer, like Bloomberg and Practical Law. In your checklists, write down every detail that has to be accomplished for the deal to close and, importantly, check each item as you are going through the deal. After several deals, errors and inconsistencies will tend to pop out at you when you’re drafting and reviewing documents.
Build a database of model documents and language, in a word doc or excel spreadsheet. Whenever I noticed an articulate way to express a legal concept in a document, I would copy and paste it into my little database. When another lawyer at your firm or opposing counsel draft a provision that is clear and hits all the necessary points, store it away in your portfolio to reference the next time you draft one. Having a good reference material helped me avoid asking the same questions of my senior associates – and that pays as a junior associate.
Always Prepare an Agenda
I hated getting on the phone with just me and a client or opposing counsel as a first-year. I didn’t really know what I was doing, which was fine because there was almost always a senior associate on the phone, too. But a few times I was rolling solo on those calls and it was nerve-racking. To fight back the nerves, I always had a list or agenda to help organize the conversation. These were usually points we needed to discuss, i.e., I needed sign off from the client or I needed opposing counsel to explain why they wouldn’t budge on a certain provision. The agenda was a life-saver on those calls, and made me seem organized. I also frequently asked to follow-up over email if I couldn’t or didn’t want to answer something on the phone.
Print It Out
No matter what practice group or line of work you are in, I am convinced that printing out and reading a document in the physical form is a prerequisite to hitting “send.” Even if I think the document looks perfect on the screen – and spell check and Grammarly.com don’t turn up any errors – it helps to read it on paper. Invariably, I will always find one way to improve it after reading on paper.
It Gets Better
You start to know what “market” really means. It won’t take you a week to prepare a summary table. You feel more confident on the phone because you have seen the same provisions over and over again, and can cut through the legalese. You start to pick up on preferences and stylistic things that make senior associates and partners happy (bullet vs. numbered lists, oxford comma, how they want their redline, etc.). For a long time as a first-year – pretty much the entire year – I didn’t think it would get better. But it did. You won’t be a junior associate forever, and by showing up consistently and honestly trying to figure out what the hell a provision is saying, you will get better.
Talk to as many lawyers in your group as you can and ask them their tips on how to succeed as a junior associate. They’ve gone through many of the mistakes themselves and can save you the trouble. In the meantime, here are some resources that helped me:
- Sign up for Matt Levine’s “Money Stuff” and Read it Everyday
- Embrace the Checklist – Here’s a Good Book to Start
- Take a Look Through the New York Times “Dealbook” to Better Understand the Transactional World