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Just for fun, curious what you guys think is the most annoying junior level, CORPORATE task or document?

Anything related to collateral. Schedules, collateral review, etc

Most annoying? Hard to say, it's all pretty annoying. Worst of all is the level of perfection that is required, when often it doesn't even make sense from a cost/client standpoint (i.e. better make sure that matrix we aren't sharing with the client has 0 typos and is perfectly formatted, and if it's not, I'm going to mark it up and send it back to you with condescending comments; please also make sure to capture xyz provisions in excruciating detail from crappy scans which cannot be copied and pasted and which are irrelevant because they won't need to be scheduled anyway, etc.).

Closing books, signature pages, and checklists. Not mindless but not at all interesting.

Yeah, it's all been pretty bad so far. Due diligence makes me want to throw myself out of my window. Checklists are dull and terrible.

Easier question would be what HASN'T been annoying so far.

Hmmm...maybe corporate isn't for me....

A big set of different signature pages for a bunch of different parties and a bunch of different agreements.

Anonymous User wrote:Closing books, signature pages, and checklists. Not mindless but not at all interesting.

Seconding closing sets and sig packs, which require immense attention to detail and absolutely zero critical thought. I can’t believe there isn’t a startup out there that has figured out a way to erase these junior associate hours from being performed (and inevitably written off).

The answer is diligence summaries/memos/etc. and it’s not close. Constantly checking data room to see if more docs have been uploaded. It’s like whatever the opposite of Christmas morning is. I look through my fingers whenever I hit refresh in the data room.

deepseapartners wrote:

Anonymous User wrote:Closing books, signature pages, and checklists. Not mindless but not at all interesting.

I can’t believe there isn’t a startup out there that has figured out a way to erase these junior associate hours from being performed (and inevitably written off).

Check out Doxly.

What do people mean by sig pages and checklists, exactly? I know what those things are in the abstract, but in this context. What needs to be done to a signature page exactly? Isn't it just highlight old name, type in new name? And I don't get the checklist thing at all.

Anonymous User wrote:What do people mean by sig pages and checklists, exactly? I know what those things are in the abstract, but in this context. What needs to be done to a signature page exactly? Isn't it just highlight old name, type in new name? And I don't get the checklist thing at all.

The biggest misconception I had about m&a was that there was just one merger agreement, and that’s it. In fact, signing/closing deals requires a fuck ton of various ancillary agreements, board resolutions, officers certificates, etc etc., which translates to a ton of sig pages to prepare and keep track of. To keep track of everything, including which side “holds the pen”, who still needs to sign what docs, what regulatory/shareholder/whatever else hurdles still need to be met, we use checklists. As a deal gets close to signing/closing, it’s not uncommon to have checklist calls with the other side every day to ensure everyone knows what stage everything is at in the process.

Anonymous User wrote:

Anonymous User wrote:What do people mean by sig pages and checklists, exactly? I know what those things are in the abstract, but in this context. What needs to be done to a signature page exactly? Isn't it just highlight old name, type in new name? And I don't get the checklist thing at all.

The biggest misconception I had about m&a was that there was just one merger agreement, and that’s it. In fact, signing/closing deals requires a fuck ton of various ancillary agreements, board resolutions, officers certificates, etc etc., which translates to a ton of sig pages to prepare and keep track of. To keep track of everything, including which side “holds the pen”, who still needs to sign what docs, what regulatory/shareholder/whatever else hurdles still need to be met, we use checklists. As a deal gets close to signing/closing, it’s not uncommon to have checklist calls with the other side every day to ensure everyone knows what stage everything is at in the process.

Right. To add on to this, the process is designed to make things easy for the client. So, instead of sending the full document to every signor, you send only the pages that need to be signed to each signatory.

Essentially, you take apart the signature pages from each document, create a separate PDF file for each party signing (e.g., PartyX.SignaturePacket.pdf, PartyY.SignaturePacket.pdf), and when you get the signed packets back, you re-incorporate it to create the executed version. Also you get to see how hard it is for some people to sign on the correct line and not date the damn thing.

Is this legal work? Not at all. Does it require immense attention to detail? Yeah, because people get really pissed if you spell their name wrong, or if you put the wrong name in the signature block. Plus, this sort of stuff gets real tedious real quick when you have 30-40+ stockholders who are parties to the SPA and need to assign their shares to a purchasing party.

Anonymous User wrote:

Anonymous User wrote:

Anonymous User wrote:What do people mean by sig pages and checklists, exactly? I know what those things are in the abstract, but in this context. What needs to be done to a signature page exactly? Isn't it just highlight old name, type in new name? And I don't get the checklist thing at all.

The biggest misconception I had about m&a was that there was just one merger agreement, and that’s it. In fact, signing/closing deals requires a fuck ton of various ancillary agreements, board resolutions, officers certificates, etc etc., which translates to a ton of sig pages to prepare and keep track of. To keep track of everything, including which side “holds the pen”, who still needs to sign what docs, what regulatory/shareholder/whatever else hurdles still need to be met, we use checklists. As a deal gets close to signing/closing, it’s not uncommon to have checklist calls with the other side every day to ensure everyone knows what stage everything is at in the process.

Right. To add on to this, the process is designed to make things easy for the client. So, instead of sending the full document to every signor, you send only the pages that need to be signed to each signatory.

Essentially, you take apart the signature pages from each document, create a separate PDF file for each party signing (e.g., PartyX.SignaturePacket.pdf, PartyY.SignaturePacket.pdf), and when you get the signed packets back, you re-incorporate it to create the executed version. Also you get to see how hard it is for some people to sign on the correct line and not date the damn thing.

Is this legal work? Not at all. Does it require immense attention to detail? Yeah, because people get really pissed if you spell their name wrong, or if you put the wrong name in the signature block. Plus, this sort of stuff gets real tedious real quick when you have 30-40+ stockholders who are parties to the SPA and need to assign their shares to a purchasing party.

There's literally nothing in litigation as moronically mindless as this. Even doc review is interesting at some level

Is this sig pages thing real? Can’t they have paralegals or secretaries do this? I thought my friends were joking when they said they had to tab pages with the “sign here” stickers

1. On-site due diligence
2. Herding local counsel
3. Anything involving the printer
4. Signature packets
5. Nonbillable research for some partner's article
6. Disclosure schedules (schedules generally)
7. Running straightforward handwritten changes

I don't really mind closing sets since we just have our help desk print them and do most of the work, and they're very rarely time-sensitive. Checklists can get annoying if they're 20+ pages of minutia, but I like that they give you a macro view of the project (and updating them rarely takes much time). Due diligence has a bad reputation, but if I can do it at my own desk without an impending deadline, it's not a bad way to bill your time.

I don't mind running changes if there are substantive comments, but if it's something inane like a cross-references check or fixing typos, I'll never understand why clients pay attorneys to do that work.

2013 wrote:Is this sig pages thing real? Can’t they have paralegals or secretaries do this? I thought my friends were joking when they said they had to tab pages with the “sign here” stickers

Fully recognizing that the task of making / tracking signature pages is a massive, mindless PITA, I have to play devils advocate here for a second on sig pages:

Signatures are the single most important item in a contract. If it isn't properly executed, it is probably not valid (exceptions exist, but why argue about the easiest thing to get right in a document).

-If the wrong entity signs a document, could be invalid (i.e. someone other than the general partner of a Partnership.)
-If someone who is not authorized to sign does so, the document is probably invalid.
-If a name is incorrect, a good litigator can argue a document is invalid.
-If signatures are missing, a document is invalid and clients get pissed.

I realize it is tedious. I have done transactions with a couple thousand signature blocks for closing. But for a lot of the management at clients, that is the only page they actually will see/read, so if its wrong, they get pissed.

If a paralegal/secretary does them, you have to check them anyway. In my experience it is faster just to do them yourself (copy and paste word or modifiable PDF is a god send in this regard).

Also, I have found that adding signatories, # of pages, etc to the checklist (another tedious task) helps immensely keeping track of these.

As for tabbing the signature blocks. Clients are dumb, really really dumb. Its also a super easy way to bill for mindless BS.

Definitely second the discussion about signature pages - it's a task that epitomizes part of what makes biglaw so unappealing, which is the combination of work that is both mindless and stressful. Going into corporate, I think I just assumed that all you needed was one person signing for one party, and another person signing as the other party, like a really simple contract. But as others have noted, there are often a ton of entities, and a ton of documents, and the task is figuring out who signs which document for which entity. And peoples positions change based on the company, so John Smith might be signing for the parent company as President, but he's VP of the subsidiary with a very similar name to the parent.

I was also frustrated with anything involving a third party, like local counsel or government agencies. These people are obviously way less invested in the deal itself, and often don't have NYC biglaw work hours/expectations, but they can hold up a closing. As a junior, you're often in charge of getting their work from them, but outside of physically traveling down to middle of nowhere Alabama to knock on so-and-so's office door to demand their local counsel opinion, you can't do much if they aren't returning your calls or emails. I've been on a closing call that we started without consent to release local counsel's opinion, and could only proceed with the call once we got the email confirming their release about a minute into the call. It's another thing that causes a lot of stress without being exciting, or without you being able to do much about it.

Definitely second the discussion about signature pages - it's a task that epitomizes part of what makes biglaw so unappealing, which is the combination of work that is both mindless and stressful. Going into corporate, I think I just assumed that all you needed was one person signing for one party, and another person signing as the other party, like a really simple contract. But as others have noted, there are often a ton of entities, and a ton of documents, and the task is figuring out who signs which document for which entity. And peoples positions change based on the company, so John Smith might be signing for the parent company as President, but he's VP of the subsidiary with a very similar name to the parent.

I was also frustrated with anything involving a third party, like local counsel or government agencies. These people are obviously way less invested in the deal itself, and often don't have NYC biglaw work hours/expectations, but they can hold up a closing. As a junior, you're often in charge of getting their work from them, but outside of physically traveling down to middle of nowhere Alabama to knock on so-and-so's office door to demand their local counsel opinion, you can't do much if they aren't returning your calls or emails. I've been on a closing call that we started without consent to release local counsel's opinion, and could only proceed with the call once we got the email confirming their release about a minute into the call. It's another thing that causes a lot of stress without being exciting, or without you being able to do much about it.