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We are trained to be litigators whether we like it or not. The law school curriculum is still primarily based on the case law method in which law students extract legal principles from textbooks filled with court opinions. All law students are taught how to research and write briefs and how to develop and present oral arguments, regardless of whether all they crave is the chance to prepare a Securities and Exchange Commission filing or draft a commercial lease agreement. Because of their training, newly minted attorneys generally feel equipped to tackle basic litigation assignments such as preparing a research memorandum, summarizing a deposition transcript or editing a draft brief. Exactly what it means to be a corporate or transactional lawyer and what new lawyers can expect in such a practice is not typically revealed in law school. To help unravel the mysteries of what junior attorneys can expect in a corporate practice and how they can excel, meet one of my colleagues, Randi Strudler. Strudler, a partner in Jones Day’s business practice group, has been practicing corporate and securities law for 17 years. She has been the lead attorney on multiple U.S. and international securities offerings, mergers & acquisitions and other transactions, and provides general corporate advice, including counseling boards of directors on issues of corporate governance, disclosure, strategic planning and fiduciary issues. Her clients have included the State of Wisconsin Investment Board, International Steel Group, Micro Warehouse, Anchor Glass Container Corporation and CBS. It is interesting to learn why attorneys gravitate to one practice area or another. Strudler, who originally contemplated a career as a litigator, was attracted to corporate law because of its interactive, team-oriented approach to problem solving. She likes the collaborative effort among parties who, unlike litigation, have chosen to work together to achieve a common goal, like the sale of a business unit. She has enjoyed learning about her clients’ different businesses. In a recent series of private equity investment deals, Strudler found herself studying cement companies in Korea, India and Japan, and related political and currency risks. WHAT TO EXPECT One corporate term all attorneys are familiar with is “due diligence,” and Strudler confirmed that it plays an important role in corporate transactions. The term is derived from the federal securities laws, where proof of sufficient due diligence or a “reasonable investigation” can be a defense to certain alleged securities violations. In the mergers and acquisition setting, due diligence will be needed to learn about a target company and its potential liabilities. With a public or private offering of securities, due diligence will be required to make sure disclosure to the securities markets and potential investors is complete. What is learned during due diligence about a company’s current or potential liabilities may impact how a deal is structured and the purchase price if the transaction involves the purchase or sale of assets. Or it can affect the value given common stock or debt in a securities transaction. Strudler explained that due diligence can be conducted different ways, but at some level it will involve reviewing the operations, assets and liabilities of a company through examination of such documents as a company’s minutes of corporate board meetings, contracts with vendors and customers, and real estate leases. Consultants may be needed to assist the lawyers in understanding more technical documents or issues, such as what environmental exposure a company may have. Junior corporate attorneys may find themselves reviewing documents in company warehouses, in “data rooms” set up by a company specifically to facilitate due diligence, or on secure Web sites established just for due diligence through which scanned documents can be reviewed. In an acquisition, the acquiring company typically will provide a due diligence checklist for the target company to use to organize documents for review. There are typically dozens of contracts, leases and license agreements a junior attorney will have to review and summarize to understand a company’s payment requirements, duration, liabilities that have been assumed, and consent requirements. Based on their due diligence review, corporate associates will assist the preparation of a due diligence report addressing what issues have been identified that require discussion and additional due diligence. They may then assist the preparation of disclosure schedules containing information obtained in due diligence that supports representations and warranties a company makes to a buyer, seller or investor. ‘TURNING EDITS’ AND ‘CLOSINGS’ Another task Strudler said new corporate attorneys will encounter is what she termed “turning edits” or making sure edits and comments from more senior attorneys are properly input. This is more than just checking to see that a secretary has input handwritten edits. Documents must be critically read to make sure the substance of an edit makes sense in the context of the existing language and purpose of a document. Strudler also commented that an attorney checking edits must also consider what other existing language or provisions may be implicated by edits and may need to be changed so a document is consistent and makes sense when read in its entirety. Another corporate practice term all lawyers know is a “closing.” Strudler explained that a closing simply refers to a date certain by which the documents the corporate attorneys have prepared are signed so the parties to a deal know when, for instance, they can start reflecting assets, liabilities and income from a newly acquired business on their books. To facilitate this, it helps to have representatives of the parties together in one room so that documents the attorneys have prepared can be signed, and last minute issues can be resolved quickly, either through edits to the documents or side letters or agreements. Strudler commented that parties to a closing no longer always need to be physically together given the ability to review documents and exchange signatures by fax or e-mail attachments. Junior corporate attorneys will be expected to assist a closing by preparing checklists reflecting the different documents that must be present in final form for review and signature, and by using those checklists to monitor what documents have been finalized and signed, what documents still need to be executed, and what documents might be missing. Junior associates will also be expected to help move the process along by following up on missing or unsigned documents, and such additional matters as whether required legal opinions and certifications of authenticity and authority to sign closing documents have been obtained, or simply whether the parties have the proper bank wire transfer instructions and information, including the names and contact numbers of bank representatives at the seller’s and purchaser’s respective banks. Corporate associates will, for instance, quickly learn that the federal wire transfer window closes at 4 p.m. or earlier depending on the time zone and that missing that deadline may end or delay a deal. HOW TO EXCEL Strudler offered her thoughts on how new corporate attorneys can distinguish themselves. The learning curve will initially appear steep and it will seem at points as if one is mastering a new language. She offered the example of a corporate document knows as an “incumbency certificate,” which a new transactional attorney will learn does not refer to a political election, but a certificate verifying who a company’s officers are and that they have the requisite corporate authority to execute documents on the company’s behalf. Junior corporate associates should be intellectually curious about how a deal is put together and what documents will be needed. They might seek out a closing binder for a similar deal and peruse it simply to get a sense as to how a new deal might unfold chronologically and what the documents look like. They should strive to understand the business or industry of the different parties to a deal. They should make sure they understand new terms, such as “bringing good standing,” and they will make sure they read newly revised documents closely to ensure that changes have been input and that they make sense in the context of the entire document. GRATIFYING MOMENTS Strudler closed our interview by recalling some memorable experiences in which she helped parties to a transaction achieve their goals. Like litigators, corporate attorneys have their own war stories. She reflected on one especially gratifying moment when a closing that was part of TWA’s restructuring came down to the final minutes. If the parties failed to close that day, there would have been no money in the bank when thousands of employees went to cash their paychecks and the airline would have been forced to close its doors. After the deal successfully closed, TWA’s acting chief financial officer stood on a table and thanked everyone present on behalf of the thousands of employees. Harold K. Gordon is a partner at Jones Day.

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