Biglaw midlevel don't know what i'm doing
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Poast new message in this thread
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Date: January 22nd, 2019 11:16 PM Author: excitant voyeur
Repetition brother, it's realy not hard.
After reading your 10th law firm memo/PLI guide on a particular subtopic, you will develop a working knowledge. These things are like 10 pages long and won't take up much of your time.
Then, it's just a matter of showing what you know. Find partners or senior associates and go and shoot the shit about what you read.
"Hey, have you seen this new trend in dual-track M&A in the pharma industry? It seems that deal uncertainty is driving this but would appreciate your thoughts."
Or "hey I reading this merger agreement and saw this really interesting iteration of the idenmnity tipping basket. Maybe something to think about on our next deal."
Reading this shit literally takes at most 1 hour a day. You did far more in law school. No biggie.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644527) |
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Date: January 23rd, 2019 7:02 PM Author: Concupiscible Codepig
Or "hey I reading this merger agreement and saw this really interesting iteration of the idenmnity tipping basket. Maybe something to think about on our next deal."
Or "hey I reading this merger agreement and saw this really interesting iteration of the idenmnity tipping basket. Maybe something to think about on our next deal."
Or "hey I reading this merger agreement and saw this really interesting iteration of the idenmnity tipping basket. Maybe something to think about on our next deal."
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37649900) |
Date: January 22nd, 2019 10:59 PM Author: Fluffy Big Degenerate Windowlicker
What don't you know? Can you give an example?
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644367)
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Date: January 22nd, 2019 11:37 PM Author: excitant voyeur
Bad lawyers probably do some shit like, "Here are Reed Smith's proposed changes - please let us have your comments."
Average lawyers probably do some shit like, "Reed Smith's proposed changes are unacceptable because of Y, please confirm how strongly you feel."
Great lawyers negotiate that shit away with Reed Smith and show the client a final product for their sign-off "Here are the negotiated terms with Reed Smith, which we think is a great deal for you. Unless you have any objections, we will proceed with this version."
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644713) |
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Date: January 22nd, 2019 11:45 PM Author: excitant voyeur
Of course the client is always CC'ed on shit and attending most conference calls.
The difference is whether you force the inhouse to act as an active participant in discussions and force them comment on legal wording, or whether they can just passively observe and nod their head and realize how good of a lawyer you are.
We keep saying we are professional service industry. Is there any other service industry where the service provider expects their client to be actively managing and getting involved in the service provider's execution of their job?
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644794)
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Date: January 22nd, 2019 11:54 PM Author: Brindle sneaky criminal
Yes. Basically all. You sound like you've never even been the most senior associate on a deal ffs. You think they arent working hand in hand every step of the way with financial diligence team on QOE and guiding their work for example? Or with I bankers on presentations?
Come on bro.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644890)
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Date: January 23rd, 2019 12:03 AM Author: excitant voyeur
I've been running small M&A deals since I was a 3rd year and was basically on my own starting 7th year.
On every major M&A deal I've worked on, the client was rarely actively participating, if at all in the documentation. I can't remember the last time I heard a client say anything on a conference call with the other side, although we would have calls with them before or after to run through an issues list where they would ask questions. We copied them on all correspondence to the working group and obviously sent them issues lists and shit, but we never created a situation where the client would have to comment on specific wording. FIs, when involved, would be quite active on commenting, but that's another story.
The only times where the client would be actively involved is in diligence (both legal and financial) and getting ready for PMI.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644962) |
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Date: January 22nd, 2019 11:19 PM Author: excitant voyeur
LJL. I remember being on a call with Blackstone and both sides gave some crappy answer like "we think it's this but let us circle back after confirming."
AGC at Blackstone gets pissy and says, "And that's the sound of two law firms who don't know what they're doing."
I almost laughed but the partners were pissed obviously.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644559) |
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Date: January 22nd, 2019 11:27 PM Author: excitant voyeur
Yes, do posture you're way out when client asks you very specific questions about substance that they expect you to know.
"Hey how do you think the Buyer would react if we propose a 5% deductible basket?"
You: "They would probably need to think about it and check with their client" LJL at this Reed Smith answer
DMC: "That would probably be a non-starter because that would have a significant impact on their ability to recover for any losses and it essentially serves as a waiver of losses up to the basket amount. This is highly off-market but given we are in a strong position we can try, and if they push back, as we anticipate they will, we can negotiate down the basket in exchange."
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644615) |
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Date: January 22nd, 2019 11:33 PM Author: excitant voyeur
No, my answer is "X is likely to happen because of Y, we will proceed with the plan and if A happens, we will propose B."
The key is, I propose actual plans and solutions based on my expertise, and am setting clear expectations and allowing the client to anticipate the result before making their next decision. The generic "let me check" is just an obvious placeholder to buy time to hide your ignorance.
If you can't tell the difference then sorry, you must be at Reed Smith.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644673) |
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Date: January 22nd, 2019 11:49 PM Author: excitant voyeur
It was just an easy example off the top of my head and given there are like 5 biglawyers left on XOXO, not all of whom do M&A, I threw a softball for the audience.
A more realistic scenario is that Reed Smith would send a markup of the basket provision, among many other revisions, and the client would ask for our thoughts, and we would have to be able to identify what the changes mean for the client's risk based on our deep understanding of the client's business and potential liabilities, propose alternative solutions and recommend the best way forward.
The harder shit obviously involves stuff like whether to use an LLC or Inc. as an SPC for an offshore minority equity investment or really technical shit like structuring equity-financed deals via share buybacks and the list goes on. These discussions are all done real-time and you have zero opportunity to say "let me check with my tax guys" or "let me get back to you." They expect you to have done this a million times and have all the answers.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644834) |
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Date: January 23rd, 2019 12:07 AM Author: excitant voyeur
No. People do call each other out on "market" all the time. There are literal surveys published by reputable sources that provide statistics on this shit as well.
Every top tier law firm M&A shop I've heard of maintains their own database of terms divided by industry and deal type so you are always updated on what exactly are the trends and market practice.
Clients always ask you for probability or liklihood, and it's much more convincing if you can say, "in 88% of these types of transactions in this industry, the Buyer did not get a special indemnity for contingent litigation."
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644987) |
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Date: January 23rd, 2019 12:05 AM Author: excitant voyeur
No. Clients expect you to already have checked with your tax team and show up to meetings ready to rock.
"Bbbut we didn't know this particular issue would arise!"
Clients expect you to have done similar deals hundreds of times so you can anticipate all tax issues and have answers ready for them when the issue arises.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37644974) |
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Date: January 23rd, 2019 12:12 AM Author: excitant voyeur
LJL maybe that's how biglaw at Dechert works.
When client requests a meeting to go over structuring issues, the first thing you do is setup a meeting with your tax guys and go over the structuring issues that are likely to arise and you go into the meeting with the answers prepared. The tax guys will be at that client meeting. Answers will be provided at that meeting.
Client meetings are not brainstorming sessions. They aren't paying you to brainstorm ideas and get back to them.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37645030) |
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Date: January 23rd, 2019 12:18 AM Author: excitant voyeur
Obviously issues come up, and the client will request a call or a meeting to discuss the issue. The key is, you have been given notice of the issue and have time to prepare. And so my point is that before you go to the meeting, you'd better have a solid grasp of the solution.
Unless you're envisioning situations where issues come up spontaneously during negotiations between lawyers. In that case, say a tax issue comes up during discussions about making a settlement payment, then what SHOULD happen is that after the call you schedule a meeting with the client to discuss, and before that meeting you come up with the answer with your tax colleagues so you are never in a position to tell the client "we'll get back to you."
If a spontaneous tax issue comes up while you're discussing say an issues list with the client, then obviously you failed to anticipate the issue, which stems from either poor preparation or lack of experience.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37645076) |
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Date: January 23rd, 2019 12:28 AM Author: excitant voyeur
Just so you know how seriously the V5 takes this level of anticipating client issues and having answers ready, I was once at a beauty contest for a huge M&A deal and saw the client flipping through the presentation material from the previous firm that had presented.
It was a pages long table of likely issues for that particular industry and deal type (it was public US- private US tech and part cash part equity valued at several billion), with proposed solutions. Before they even got engaged on the deal, the firm had managed to anticipate and provide solutions to dozens of potential issues. Of course they got hired and I heard they earned around $5 million on that deal which sucked for us.
Our proposal was like "we have done X number of deals like this and have worked with you in the past on Y number of deals so we know your business" whereas the winning firm was more like "we already know what issues you're going to face and have already come up with the solutions - let's get started." Whereas the client asked us a lot of questions, I heard they were mostly silent during the winning firm's presentation and just sat there listening and nodding their heads as the rainmaker went through the issues list. Damn son that shit was lit.
(http://www.autoadmit.com/thread.php?thread_id=4184354&forum_id=2#37645131) |
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