Transactional Associate: Learning Curve Forum

[Anonymous User]

Starting in a couple weeks as a non-NY, primary market biglaw associate:

What practices/habits did you develop during the first 6-12 months that you would recommend to incoming transactional juniors? It seems like common wisdom/common sense is to be available, enthusiastic, willing to learn from mistakes, always look for typos, etc. Are there other specific resources or habits you would recommend? E.g. when you had down time, would you just read Dealbook/CNN or try to do something more substantive? Def not trying to be the 1st year gunner associate but it would be nice to gain a minimal degree of competency during the first year -- to the extent that's possible.
Thanks a lot.

[SmokeytheBear]

Yeah you hit the main things. Always send redlines--I get tired of having to ask for a redline.

When I was slow I would read those things as well as The Deal and Law 360's stuff.

Just be prepared for ups and downs in hours, so really the two most important things are being available and having a good attitude.

Also, if you're slow, don't bother people too much for work. Do your rounds or emails once a week, but don't come to my door every other day asking if you can help with something. It's very kind and whatever, but it just gets annoying; I know where you are and if I need help I'll find you.

[jkpolk]

If you try to get better you will get better. Here are some observations based on my experience:

-Try to internalize comments. Alot of comments are idiosyncratic aesthetic preferences, but don't assume that automatically, try to figure out the method behind a comment, dont just be a mechanical scribe (but also dont jump to conclusions when running comments - err on the side of literalness, trying to figure out the method. if you make an inference, flag it when passing along your changes). There are a lot of benefits to this approach.

-A lot of people just do stuff to finish the task - instead try to figure out why the fuck you're doing whatever it is you're doing while you're doing it.

-If you see something, say something. As a junior your #1 job is to try to figure shit out for yourself, but if something doesnt make sense once you investigate (i.e. there is a hole in your knowledge after looking at all available info), run it up the flagpole to the next most junior person on the team. This is a big part of learning - overtime you'll know more places to look (so you can do the legwork to get the answer yourself) and you'll also immediately know that certain things are often outstanding/need to be addressed.

-Try to keep track of deal flow. knowing the process is a big part of sanity, if you see the forest, the trees make more sense and wont freak you the fuck out. This takes time, but try to pay attention when you can. Especially when you are very junior you may not be on a lot of e-mails, just try.

-Uncertainty is the enemy. To minimize uncertainty, communicate directly (while being friendly). If you are slammed, say so to the second most junior person on the team. do not cry wolf or ask for help unnecessarily or get a rep for not wanting to do things, but if you are legitimately slammed, talk. If you are unavailable on a particular day or at a particular time, talk. If you are unsure of your role, ask directly and immediately.

[SLS_AMG]

I think being proactive is a big thing, too. For example, when you first start, you won't know how to do very much and will absolutely need to wait for mid-levels or seniors to ask you specifically to do tasks, and they will explain how they want them done. Once you've, say, incorporated client comments or made an SEC filing a couple times, go ahead and do that (or at least offer to do it) the next time that task comes up--don't wait to be asked. The associates running deals will appreciate not having to hold your hand through everything and you'll make their lives a lot easier (which will of course make your life easier).

[JusticeHarlan]

Aggregate questions. Don't just call/fire an email to the associate above you whenever you have a question, but keep a running list of your questions and then ask them all once you reach the point where you need answers to progress the work product. Exceptions will be when you're running up against a deadline and are in constant back and forth finalizing things, but otherwise aggregate and ask at once. That said, don't send an email at 9:00 pm that you could have sent at 4:30 pm because you're trying to think of more questions.

You'll probably have a checklist for a deal that has all the documents needed, who has to sign them, closing actions needed, etc. Try to keep the checklist up to date as much as possible, even when no one is telling you to, so anyone can take a look and see where things are/you'll have ready answers to questions anyone on the team asks you. If you're sending around an updated checklist to the internal team every day or two, unprompted, you'll look like you've got things under control and will look good.

Respond to every email requesting you do a task, even if you aren't getting to it for a bit. Even a simple "will do" eases the mind of the person making the request, annoying as it may seem to send those pointless emails. When I had a junior who wouldn't respond until the task was done, I would freak out that maybe he was out of the office or slammed on other deals and wasn't processing what was going on for my deal. Wasn't good for anyone. And this goes doubly so for responding to clients.

You'll probably have a lot more client contact than your litigation colleagues early on. You'll probably get plenty of questions you don't know the answer to. Just answer what you can, defer on the stuff you don't know and say you're checking internally, and let the team know if there's anything worth discussing.

Unless you're told otherwise, try to dial-in to every conference call you can for the deal. Sometimes a client may be cost conscious so don't do this if you're told not to, but they can be great ways to learn about deal flow, hear the reasoning behind business points, and learn how partners/senior associates deal with clients and opposing counsel, which are skills that you'll pick up on.

Clients and partners believe in something called "deal momentum," which means if the deal isn't moving and documents aren't progressing fast enough, they start getting antsy. Just be ready for it and even if it seems like there's no reason they are pressuring you to get some ancillary document out, that's probably the reason.

Watch out for any version control issues. Specialists will send comments on an earlier version, there might be multiple opposing counsels who don't aggregate comments, partners will make their changes in the system version without versioning up, etc. Make sure your redlines are really showing the changes between the versions you say they are, there's no way to lose credibility faster than sending redlines that don't show all the changes since the last version.

Speaking about specialists (e.g., tax, IP, ERISA, etc.), if you're the one tasked with coordinating with them, make sure they see every new version of the docs that come in from the other side, even if just as an FYI, since the other side may not be copying them all from your side. Having a good tax specialist who can eyeball docs for you quickly can be a life saver, so try to make their jobs easy whenever you can so that when you're really jammed and need them to jump on something, they're amenable to it. Generally, they are always working fewer hours then the corporate team and are thankful for getting on deals/being forwarded emails they aren't copied on, so they appreciate updates and new versions for them to eyeball.

You're responsible for the signature pages. If you have a substantive question about who should sign something, feel free to run it up the flagpole, but don't expect the mid-level or senior to eyeball the signature packets to make sure you didn't miss something or you have the right entity name. Some will, if they're nice, but it really is on you.

You may be tempted to ease into things from a workload perspective your first year, but you'll really learn a lot if you're busy as a junior. Obviously you don't want to take on more than you can handle and it will be hard to figure out where the line is, but the best way to progress as an associate is to do more deals early on.

If you have any interest in capital markets and there's a chance to do some offerings as a junior, jump on them. Things like IPOs are very cyclical and can largely dry up for a couple years, and by the time they come back if you're the guy without experience, you won't get staffed on them.

Always ask for a preferred precedent when someone asks you to draft a document or a section of a document. Ideally you'll have a precedent deal you can look at for anything that pops up for your current deal, but if not (or even if just confirming) ask the mid-level/senior if there's an old document you can steal language from. It'll make your life easier to have a good starting place.

That said, don't just blindly follow the precedent since it will invariably require customization to work for the current deal. Read it critically to see what should stay and what should go, and ask questions if needed.

Diligence sucks, especially if it's for some M&A deal and they need it done over the weekend. There's not much to say other than you have to suck it up. But, make sure you know what you're looking for. Ask if there are any documents or types of documents you should prioritize. Ask if they're looking for anything in particular or just red flags. Ask if/how they want your findings summarized (and if they want a formal memo, ask for a precedent). If possible, get your document services to print off the contents of the data room so you can read it in hard copy instead of on the screen (or spending your time printing everything off yourself, which neither you nor the client wants).

EDIT: Oh, a few others:

Check the good standing status of the entities involved in the deal. You can do this through your service provider without paying for the good standing certificate just yet, just have them verbally check with the pertinent Secretary of State and relay that info to you via email. Check at the start of the deal so you can deal without any issues then; you can figure out when it would lose good standing based on when it has to file annual reports, etc., but if you're like me you just want to check again as the deal is near closing to confirm it's still in good standing for closing. Don't wait to be asked to handle this, just know to do it for every deal.

Pre-clear your charter filings with Delaware to avoid any bounce-backs on closing days.

If you're going to be incorporating new entities, check to make sure the name is free in the relevant jurisdiction (probably Delaware) and reserve the name so it's yours for when you want it. If the name is similar to an existing entity (can happen if its a subsidiary with a similar naming convention to the parent or other subs), prep a name use authorization.

If you're doing '33 Act filings with the SEC, have your printer check the issuer's balance with the SEC to make sure there's enough to cover the maximum filing fee for the deal size they're considering. The client need to include their CIK in the wire info so the SEC can make sure the money goes into the right account. Have the client wire extra in case they upsize the deal, the money just stays in their account otherwise and they'll probably wind up using it for the next deal or an S-3 filing or something. If you're on the underwriter side, make sure the issuer/issuer counsel knows about the FINRA payment so they have someone teed up to make the wire.

[2014]

jkpolk and JusticeHarlan's posts are both 100% spot on.

[Neff]

As a second-year corp associate, I find the above to be an incredibly cogent summary of everything that I had to figure out on my own. The above responses alone are almost sticky-worthy. Considering the amount of inane flaming trash on TLS these days, posts like this make this forum still genuinely relevant and helpful at times.

Thank you.

[RaceJudicata]

Does anyone have any similar advice for an incoming litigation associate?

[dedede]

JusticeHarlan's post is excellent. All I'd add is that after you've gone through a full M&A deal or two, it's much easier to wrap your head around the entire process. There are tasks you'll be given at the beginning of a deal that'll seem a bit abstract and somewhat meaningless until you've progressed much further into the deal. You'll begin to understand how each piece of the transaction fits into the transaction as a whole much sooner than you think.

[SmokeytheBear]

Aggregate questions. Don't just call/fire an email to the associate above you whenever you have a question, but keep a running list of your questions and then ask them all once you reach the point where you need answers to progress the work product. Exceptions will be when you're running up against a deadline and are in constant back and forth finalizing things, but otherwise aggregate and ask at once. That said, don't send an email at 9:00 pm that you could have sent at 4:30 pm because you're trying to think of more questions.

I'll add to this tip -- STRUGGLE with your question a little bit and try to figure out the answer yourself. Don't come to me every time you have a question about something. Think about it for a while, try to figure out the answer. Then if you can't figure it out, come ask me. I've had so many juniors just ask me every time they have a question, where if they had just spent 15 minutes looking at the Purchase Agreement or Checklist or looking at comps, they would have figured it out.

[SmokeytheBear]

Does anyone have any similar advice for an incoming litigation associate?

Start a new thread.

[philosoraptor]

Always review your own redlines before sending to an assigning attorney or a client. You'll almost always catch something, and often something major such as the fact that you blew past something in the term sheet that should be in the agreement, or something seemingly minor that will get noticed immediately, such as failing to change the date of a precedent closing certificate.

Get in the habit of opening and double-checking attachments before you send them out, especially to clients or assigning attorneys. This has saved me from embarrassment (or worse) many times.

[Anonymous User]

This guidance is amazing - thanks all.
JusticeHarlan = 180.

[ruski]

think before you ask a question. 90% of junior's questions can be answered by reading. heck, 90% of ALL questions (from clients or even more senior associates to partners) can be answered by reading. the answer is either in one of the transaction documents, the org docs, etc.

and the best junior is the one who runs the most redlines. run a redline against the previous version. run a redline against a different precedent entirely. run a redline even if you just made a change to one paragraph. running two parallel agreements in tandem? run a redline between them to make sure they match up