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In light of their inexperience with the world of deals, many summer associates are more nervous about receiving transactional assignments than they are about receiving litigation-related assignments. Few law schools provide specific instruction on how to arrange deals. This can hinder the summer associate’s ability to have as diverse a set of experiences as possible over the course of the summer. The types of “transactional” assignments that summer associates typically receive can be roughly divided into two categories. The first consists of legal research assignments that just happen to relate to issues arising in deals transactional attorneys are working on. These assignments are very similar to those given out by the litigation group, for which law schools have prepared their students well. They may involve online or library research and the preparation of a formal memo summarizing the results, often addressed to someone really important at the firm named “Files.” This type of assignment can give summer associates some insight into the types of legal issues that transactional attorneys face when representing their clients. However, since a small portion of most corporate attorneys’ time is spent conducting legal research, this type of assignment will not provide a full understanding of what it is like to practice corporate law. The second category of corporate assignments are those where you are assigned to work on an actual deal on an ongoing basis and have the opportunity to get involved at various stages of the transaction. This type of assignment helps the summer associate understand the transaction structure and requires that he or she be familiar with the terms of the transaction. This category of assignments may be more intense than the first type, and summer associates likely have little experience or training that is directly on point. However, the most important skills to have in order to be successful with such assignments are general writing and decision-making skills, which all summer associates ideally already possess. By taking part in a developing deal, summer associates may, if they are lucky, get to experience what it is like to be a transactional attorney, including the ups and downs, blowups, personality conflicts among the parties, client demands, support-staff issues and other events that occur over the life cycle of any deal. You may also experience a sense of accomplishment if your deal closes and your client walks away with a large check. The assigning attorney may then take the team out to lunch to celebrate, which is a good chance to find out the answers to a bunch of questions that you never received answers to along the way, such as where the firm keeps all the “baskets” and “buckets” the parties kept talking about during negotiations. What should students who think they would like to try out transactional work as summer associates do to prepare themselves? By the time you read this it will probably be too late to drop courses such as “The Simpsons and the Law” for courses in corporate taxation, but, if you are serious about the possibility of being a transactional attorney, you should pay attention to the business news to keep yourself current with respect to business activity, capital markets and the financial services industry. The information you acquire may also be useful if you are ever taken out to lunch by a senior attorney in the transactional practice area — it will give you something to talk about. WHERE TO BEGIN ON A REAL DEAL Summer associates who are lucky enough to become part of a transaction team should understand that it is, in the first instance, the responsibility of the attorney in charge of the assignment to make sure that the summer associate receives proper supervision. If you are not given sufficient background information and instruction to proceed with an assignment, you should not be afraid to ask the supervising attorney for more guidance. When asked for guidance and instruction, busy attorneys may give you one of the classic “read the documents” or “learn by osmosis” responses. Each of these responses is basically a blowoff. It is difficult for inexperienced attorneys to understand a transaction solely by reading the documents, and a few minutes of a more experienced attorney’s time go a long way. If you can’t get proper guidance from the assigning attorney, ask one of the more junior friends you made in the practice group of the supervising attorney to explain things to you. Making junior colleagues into allies is an essential goal that you should have well underway in the first week of the summer. One method of forming these relationships is to call or stop by the offices of the people you meet the day after a social event. Once you’ve got a grasp of what the deal is about, you’ll need to become familiar with the statutes that will be relevant to the transaction. The business-entity laws of the states in which the major players in the transaction were formed is a good place to start. A general familiarity with Delaware corporation, limited liability company and limited partnership laws is also a good primer since so many entities are formed in Delaware. The sections of these laws to pay particular attention to are the mundane procedural sections that don’t often get much attention in law school corporations classes, such as those that relate to meetings, voting and actions by written consent. Although secondary sources are helpful, they are no substitute for reading the actual statutes. Other sources of regulations that may come into play in a particular transaction are the Uniform Commercial Code (especially Art. 9) and the securities laws. If you are not familiar with the various filings that entities are required to make with the Securities and Exchange Commission, try to visit the SEC, which contains the EDGAR database, a great source of free information about public companies. Don’t hide in your office. After receiving the assignment, you should try to be present at as many meetings and conference calls as possible where the transaction is discussed. If you are not included, check in with someone who did participate to go over what you missed. It is essential to be in the loop as the deal develops since important facts may change over the course of the deal. DOING YOUR BEST In order to fulfill the expectations of the attorneys who are assigning work to you, you will be expected to deliver work product that reflects a high degree of diligence. It is understandable that a summer associate will not grasp complex structure or business issues, but assigning attorneys are less tolerant of factual errors and typos. The senior attorneys that you work for are likely to rely on your work product with respect to fact-based issues, and therefore it is essential to double-check (at a minimum) all work product before handing it in. You are probably used to e-mail as a very casual form of communication. But bear in mind that every e-mail that is sent from a law firm should rise to the same standard as other written communications that the firm distributes. Therefore it is advisable to print out e-mails before sending them, and have more senior attorneys check every work-related e-mail before you send it. This includes e-mail you are sending to those outside of the firm, as well as e-mail that you send to senior attorneys within your organization. Junior deal team members are often given many documents over the course of a deal, some of which will not be relevant to the tasks assigned to them. It is important to keep all deal documents that you are given, including drafts of documents, handwritten edits, etc. Other members of the deal team will probably not be so organized and will look to you for the documents they need. If you are asked to give your documents to another team member, always keep a copy for yourself. Junior attorneys are not very valuable to a law firm if they are not available when they are needed. Therefore, a summer associate who is not available when needed will make a poor impression on the assigning attorney. Issues may arise on a deal at any time, including at night or during the weekend, and due to time constraints they sometimes must be dealt with (or the client believes they should be dealt with) immediately. Therefore, it is important to check phone messages frequently if you are working on an active deal. At such times, it is best to plan social activities accordingly. Finally, the best piece of advice I could give to a junior attorney or a summer associate would be to wear comfortable shoes to work, especially if you are going to be part of a closing. You may be required to work long hours and be on your feet in the closing room, which feels a lot worse if you are uncomfortable. There is no reason to be fearful about getting involved with complex transactions as a summer associate. As long as both the assigning attorneys and the summer associate do their parts, the experience should be a positive one and it should give you a true insight into what it is like to be a corporate lawyer. Joshua M. Stone is an associate in the corporate department of Baker & Hostetler’s New York office.

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