«Everything I do the rest of the days during the year is worth it because I really enjoy closings. Are you ready?«
When my Partner told me this, I confirmed with my head so convinced that I stilled believed me after the real closing.
Yes. We were going to close a deal (which in Spain, at that moment, was kind of a great achievement). And yes, this is why we work everyday. Closing deals. Only that. It’s a really interesting transaction. Well, it’s an awesome transaction for a «Junior» like me as I will explain below. There are lots of people involved, emails are pouring from everywhere and you, as a Junior, have no option of answering almost any of them. But you’re in. And just for that, everything is worth it.
From a Junior perspective you don’t really have much quality work to do. A little bit of compiling documentation one day, a little bit of preparing the Schedules to the Agreement the other. One day you prepare (and hopefully review it with the big-bosses) a mark-up with the counterpart’s comments, the other you’re the one including the agreed changes in the document before sending them to the counterpart.»Partner, I think this wording would be better for our purposes» are those kind of statements that you say but that your Partner quickly dismisses with a simple «Let’s not mess with the other party ok Litt?«.
But prior to that (and that is what I would like to tell in this post), as in every transaction, it comes the famous «due diligence«. Basically, it’s telling your client what’s going to purchase. It’s a long and tedious report in which you have to «undress» the target of the transaction in order to make clear to your client what it is.
And meanwhile, there are lots of times that you want to send a challenging email to your client saying: «Hey you, big company with plenty of money. Why is it that you want to buy this if you don’t really know what the hell you’re buying or what kind of shit is underneath it?«. But hey, as an advisor, you gotta give the client what he is claiming. And if he claims it, you gotta deliver.
This is the moment when dinners at the office are usual, you have long hours reviewing documentation, etc. The only good thing is: if you stay really late, the dinner and the taxi are on the client! So no poor sandwiches and similar. Chicken, bacon cheese fries and a good burger to the office. Small break, get your strength back, and back to business. Because there’s normally more people involved. And it isn’t really that hard. I’m sure that I and most of you have been until later dancing and drinking non-stop. There comes a time in which you even laugh and try to enjoy. And you may be thinking, this is crap. Everything is crap. Well…no.
This is the time when you really learn. Not only from what your colleagues may teach you while reviewing your work. You also read a huge amount of papers, agreements, internal documents, memorandum, regulations, case law, etc. You get opinions from other lawyers and you discuss them, you learn to see other points of view of your stuff, and you finally come to understand why each party is including what they want to include. And it’s them when you realize that this thing of late-working is really for learning. And because everybody learns here, your Partner is hand to hand with you.
In the end, weeks later, you send to the client a report of at least 100 pages very nicely structured and with the house style colours. I am truly convinced that most of them don’t really read them, but well…let’s not comment on that. It is very important to highlight in the report the may risks that the client is facing in the transaction. Tha’s basically why they hire you.
Lots of hours of work and 100 pages later, the fun starts: negotiation of the agreements. But I will explain this in another post.
Good night,
Litt
[You can read the Spanish version of this post here]
Junior Associate 