If you were anything like me when I was a law student, you were easily drawn to corporate law firms during career day. Free dinners? My own assistant? Working in a shiny building? Why, yes please!
Yet for most students considering corporate law, during the recruitment process it is pretty opaque as to what corporate lawyers actually spend their time doing. So here’s a bit of insight into the life of a corporate lawyer.
Corporate v. litigation
Normally at a large corporate firm, there will be corporate practice and litigation. I won’t delve into what litigators do, but I will point out the two practices are very different and both should be explored if possible during articling. Litigation generally involves a lot more legal research and writing whereas most of the everyday work in a corporate practice does not involve arguing the law.
Under the general heading of “corporate” there are several major areas of practice such as mergers and acquisitions, real estate, corporate finance, and insolvency and banking. There are also common tasks that a junior lawyer will be asked to do. These tasks are generally applicable to all corporate practice regardless of the area of practice.
General closing preparation
As a junior you will be given tasks to help ensure closings run smoothly. A “closing” is the day a deal is set to be finalized, where all relevant contracts have been signed and money exchanges hands. Regardless of if it is a bank financing or an acquisition of a new company, all closings need juniors to handle the paperwork. When you are working on a closing, you will be given a list of all of the documents (the closing agenda/checklist) and your job will be to keep track of where each document is, including if your firm is drafting it or if it will come from another law firm or third party.
You will also be put in charge of ensuring all documents are executed by preparing signature pages for clients to sign. The night before the closing is usually very hectic because everyone will be busy trying to finalize, execute, and exchange all necessary documents. After the closing, when money has been exchanged, it will be up to the junior to put together a closing book, which is a compilation of all of the documents delivered for the closing. Unless you are extremely organized, just the sheer number of documents in some closings may be hard to track let alone the right document version and the right signature pages.
Due diligence is one of those buzzwords we’ve all heard of, but what does it actually mean? In corporate practice, due diligence can be thought of as fact finding. For M&A transactions, this usually means reviewing and summarizing contracts. Students will be given a contract summary template to follow and be instructed to provide summaries of the contracts they are given to review. The role of the junior is to spot and highlight any issues they see in those contracts. The summaries will then be reviewed by a more senior associate and complied into a diligence report.
For corporate finance, diligence could involve work such as finding proof of certain statements made in a prospectus or researching past company filings and disclosure documents. Due diligence encompasses any work that can be considered “doing homework” on the companies involved in the deal. The goal of diligence is to help the client find out as much information as possible. The information found through diligence will help clients make decisions such as whether or not to buy a company.
Finally, juniors may be called on to do basic drafting of documents. Often juniors will be tasked with drafting documents such as officer’s certificates, director’s resolutions, or other deal documents such as receipts or consents. Juniors may also be asked to draft parts of disclosure documents including documents that will get filed publically such as a material change report, or used privately such as securities offering memorandums.
For the most part, when you are given a drafting task there will already be precedents and model language for you to work from, which you will need to adapt to the current deal. Drafting is an exercise in creative rewording and therefore looking for precedents from previous deals similar to the one you are working on is an excellent starting point.
In short, corporate lawyers spend their time documenting an action their corporate client has taken, from as small as hiring an intern to as big as making an investment worth millions of dollars.
Wela Quan is a graduate of McGill University Faculty of Law and currently works in New York City as a corporate lawyer. She can be reached at [email protected].