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Corporate and transactional practice is an area that has demanded and attracted more associates than virtually any other substantive area over the past few years. In a thriving economy with exploding new market sectors, the opportunities available to attorneys interested in developing transactional skills are plentiful. Firms are hungry for junior level talent to help serve existing clients booming with business as well as to assist in cultivating new clients in new industry sectors, such as new media and biotechnology. The frenzy of activity in the marketplace presents many options for corporate associates, but has simultaneously created a significant amount of confusion. The following will identify several practice options for junior level corporate attorneys and outline how the advantages and limitations of each option will impact upon future marketability. BIG-FIRM PRACTICE The large institutional law firm experience is the most direct and proven method of putting your career on a “fast track,” providing you with important objective and subjective advantages. The market cachet of a major New York or national firm on your resume cannot be overstated. There is a strong presumption, valid or not, that the large law firm attracts the “best and the brightest,” providing superior training and mentoring that will transform the inexperienced into an exceptionally skilled attorney. While some may try to refute that presumption, it is true that the large law firms do attract the most sophisticated clients, cutting-edge transactions and the greatest deal flow. It is the combination of these factors, on a consistent basis, that will offer you the greatest opportunity to develop the transactional skills that are the most valued in the marketplace. Although many associates complain that large law firm practice is typically limited to an institutional client base and may require significant time mired down with due diligence assignments, we cannot emphasize enough that it is the easiest segue to the best range of both law firm and future in-house opportunities. Not all large firm corporate practices are the same. Some firms are committed to making their associates into the traditional prototype of a corporate “generalist”; an attorney who can ultimately serve any needs of virtually any client. Some firms will encourage the “generalist” experience the first two years of practice, whereby associates participate in a formal or informal rotation program, declaring their general area of specialty at some point in the process. Some large firms have more structured and regimented corporate practices, assigning associates to specific corporate subgroups either at the beginning of their career or at some time thereafter. Whatever the structure of the department may be, it is important to understand how it will affect the skill set that you develop and your future options in the market. While the corporate generalist experience may be the most educational method of beginning your career, in a market that rewards “specialists,” you may find that as you become more senior, your skills are not perceived as valuable. However, corporate generalists do make the best candidates for associate or general counsel positions, particularly at large companies or institutions that require the multi-dimensional expertise of a generalist. On the other end of the continuum, those associates who are assigned to a specialized corporate sub-group early in their careers may find themselves with a narrow skill set and thwarted in their future attempts to get a broader range of experience. The plus side to this scenario is that some corporate subspecialties (i.e. Investment Management Act work, structured finance, derivative products) provide associates with the most expeditious avenue to certain in-house positions, particularly at commercial and investment banks, rating agencies, and hybrid financial companies. The large law firm experience can also reverse the negative stigma of a second- or third-tier law school or less-than-stellar transcript and serve to establish your credibility as a “deal” attorney in the marketplace. Particularly if you are unclear about the direction that you ultimately want to take, like any lawyer, a corporate lawyer with a stamp of approval from a top-tier law firm will find many doors open in the future that would otherwise have been closed. BOUTIQUE FIRMS Corporate law offers a wide range of practice niches that allow associates to develop a specialized skill set that can enhance their marketability. A practice niche can be focused exclusively on specific types of transactions, such as structured financed and derivatives work, or can be slightly broader to include a range of transactions, such as banking and securities work. It is also possible to create a niche for yourself in a particular industry sector, serving clients in industries such as new media, manufacturing, intellectual property, or entertainment. Moreover, a small corporate practice serving middle-market companies without general counsel provides an associate with the unique opportunity to function as a general counsel with the potential for an in-house opportunity with the client. There are also opportunities to join corporate boutique firms, which are typically “spin offs” of large firms, and which tend to focus on serving specific industry sectors. Most recently, a number of firms have been born out of the need to serve the growing and evolving Internet and e-commerce businesses. Pursuing a practice niche is a good way to focus and cultivate your corporate skills, as long as you foresee yourself continuing in that niche over time. Generally, it is not advisable to immerse yourself in a specialty area early in your career, only to find yourself unhappy being pigeonholed as a junior-level associate. MIDSIZE FIRMS For those who loathe the idea of a large-firm environment or whose credentials fall short of the standards required to be employed at a large firm, and are not convinced that they want to join a boutique with a particular industry focus, a midsize firm is a fine alternative. There is a good selection of successful and dynamic midsize firms that offer beginning associates quality clients and varied transactions. While the deals there may not be the largest and most notable, midsize firms provide ample opportunity, and perhaps better opportunity, for corporate associates to develop a varied and strong set of skills. A midsize firm will be appealing to those who are disenchanted with the large-firm experience, since the clients also tend to include smaller companies and individuals. Midsize firms can offer an associate the opportunity to serve different clients in a number of middle-market transactions, rather than the few, very large, mega-deals that consume the corporate departments at the large firms. The smaller size of the firm and the nature of the client base also allow associates to get more hands-on experience from the earliest stages of their careers. And as is the case with small or boutique firms, the relationships that evolve out of this kind of service often lead to in-house opportunities. While some junior associates aspire to secure their dream in-house job after a “couple of years,” most fail to understand two important factors. First, candidates must be realistic about what is required to procure an in-house position, and second, they must be aware that an in-house job may not be the antidote to what troubles them about their law firm jobs. While we are not prepared to discuss in-house career opportunities in this article, there is some general advice that we can offer to those of you who are intent on moving in-house. Unless you have a highly specialized skill set, it is highly unlikely that you will move in-house to a “good” job within the first couple of years out of law school. Generally speaking, the transition to an in-house career requires careful planning and consideration. Make sure you maintain an updated and accurate deal sheet. The deal sheet should be as specific as possible, without compromising the interests of your clients, identifying nature and value of the deal, the client (general description of client will suffice) and your role in the transaction. A prospective employer must be able to readily understand the nature and extent of your experience to date. Second, understand the gaps and limitations in your experience and strategize accordingly. If you aspire to work in a large financial institution and your experience thus far is limited to general corporate counseling, then it would behoove you to segue to a more finance-oriented practice either at your current firm or elsewhere. Third, accept the limitations of in-house positions. With certain isolated exceptions, most in-house positions do not compensate attorneys as handsomely as law firms, and more often than not, a large portion of compensation is deferred till the end of the year. The nature and pace of the work is slower and less varied than what you receive at law firms, and while the hours usually do not compare to law firm practice, they are often not as cushy as expected. While this may be the reason you are pursuing an in-house career, many do not anticipate the change and find themselves bored and their professional growth stymied. As such, most law firms are loathe to consider an attorney who wants to return to firm life, since their development has probably not kept pace with their contemporaries at their class level. The economy of recent past and the foreseeable future has proven that the “shelf life” of a corporate lawyer is extremely long, particularly relative to other substantive areas. Unlike litigation, where lateral movement becomes more challenging as the years of experience progress, the corporate or transactional attorney will be rewarded for a strong skill set and years of relevant experience. For those who strategize appropriately, transactional practices offer tremendous opportunities for movement between different law firms and companies, typically without geographic restrictions. Finally, corporate lawyers typically find themselves on the best platform to develop their own client relationships. Nancy Klein and Marlene Windmiller are legal search consultants with Klein Windmiller. Their e-mail is [email protected].

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