Rick Thomas lays bare the realities of life as a corporate lawyer.
Professional problem solver …
… probably isn’t the title you would expect to give to a lawyer, but it’s the unofficial title befitting of my vocation.
A common misconception among law students is that practising solicitors pace their offices spouting precedents from the likes of Donoghue v Stephenson or Carlill v Carbollic Smoke Ball .
I can tell you for a fact that in my field, this definitely isn’t the case. Having qualified as a corporate lawyer for a large national practice several years ago, I recently realised that I don’t practice much law at all - let alone cite any cases.
As a corporate lawyer, my main responsibility is facilitating business transactions – the likes of mergers and acquisitions, restructuring companies, private equity investments and matters of corporate governance.
Due to the nature of my firm’s clients, these transactions also often involve a cross-border context.
So why don’t I practice much law?
Well, facilitating corporate transactions does not, in the main, require an in-depth knowledge of the law, which in this sphere is largely unchanged since the advent of the Companies Act 2006.
That act governs most company-related matters, which, for many of the same, is typically the extent of legal knowledge needed. Instead, the skills required to facilitate corporate transactions include negotiation, analytical thinking, attention to detail, effective communication, and above all, project management.
Being ‘thrown under the bus’ is not uncommon early on in a corporate lawyer’s career, so if this is your chosen field you need to be ready for itCorporate lawyers are often at the centre of a deal’s ‘web’, I call it a web because you are at the centre of a transaction holding together all of the individual strands.
Being in the middle of the web (depending on the nature of the deal) involves managing the various strands of specialist lawyers, financial advisors, opposing counsel, experts and, importantly, the client.
There can be anything from a few people (on a transaction worth several hundred thousand pounds in value), right up to a hundred (such as on deals that run into the hundreds of millions of pounds on the spectrum of deal value). Inherently, people skills and effective organisation go hand-in-hand with these other attributes.
Another realisation I recently made is, being at the centre of the web means, when a problem arises, you are on the front-line. It can be anything from a previously unknown tax liability, a disagreement among shareholders, or the client wanting to change the timetable - the list of potential issues is endless. Corporate lawyers are expected to either resolve the problem or know who is best placed to fix the issue at hand.
The hours can, to varying degrees, be notoriously arduous. There are often negotiations through the night, dozens of documents that require amendments minutes before completing a transaction, or all-party calls with every man and his dog on the phone either to seek agreement on contentious matters or, as the phrase is coined in this sphere, actually ‘completing’ the deal (signing documents and transferring funds).
But isn’t corporate law glamorous?
Harvey Specter, the well-known corporate partner from US drama Suits paints an opulent depiction of life as a corporate lawyer - but, Suits fans, answer me this, have you ever seen Harvey send an email? Suits has just wrapped up its seventh series and throughout all 108 episodes aired to date, Harvey has never sent an email. Instead, Harvey is usually strong-arming an obstructive third-party in order to achieve his client’s goals.
Seeing a transaction you completed in the news gives an overwhelming sense of achievement
The US setting notwithstanding, in reality the only strong-arming that occurs in my field is that which takes place over a keyboard and mouse: receiving, composing and sending a LOT of emails.
This is part and parcel of the project management and problem solving that I do on a daily basis. No chauffeur-driven cars, no last-minute court appearances, no calling in favours owed by influential and powerful people.
Talking of email, one particular ‘email intensive’ transaction springs to mind.
As a recently qualified lawyer I was single-handedly managing a team of 20 plus lawyers across my firm on a vendor due diligence exercise. The client needed the report on their target company to be completed within a few weeks, so it was a high-pressure, short-term project.
My email folder for this specific deal has nearly 2,500 emails in it – sometimes I was receiving emails faster than I could read them! Being ‘thrown under the bus’ like this is not uncommon, even so early on in a corporate lawyer’s career, so if this is your chosen field you need to be ready for it.
Having laid bare the practical aspects above, it would be remiss of me not to mention that there is a ‘glamorous’ side to corporate law. Seeing a transaction you completed feature in the news gives an overwhelming sense of achievement. Then there are the post-completion meals with gracious clients and, for the odd transaction, overseas travel.
Being privy to a realm of wealth beyond everyday life can also be interesting: the highest-value transaction I ever acted on was worth $1.6bn, which required meticulous accuracy inserting the correct number of zeros on the stock transfer forms.
All areas of law are challenging in their own way, but for aspiring corporate lawyers, be warned: this discipline is very competitive, the hours can be insane and you will often be under immense pressure. The bonus however, is that you will also become a professional problem solver.
Rick Thomas is a solicitor at Shoosmiths and a member of the Junior Lawyers Division executive committee.
This article was first published on 4 June 2018 by Lawyer2b and is reproduced by kind permission.