Have you ever interned at a firm for 4 weeks, but wondered what is it that you actually did?
Like you know you researched on several legal issues, but apparently that’s not what most transactional lawyers do.
Well, it’s not completely your fault. This is partly done on purpose by law firms because they are dealing with confidential information and they don’t want to involve interns too much. So, if as an intern you felt confused and you want to know where your work fits in, this post is for you.
For A0s, this is going to be a very basic post. The reason I’m writing this post is because our first brush with the banking team often happens as an intern. Internships are supposed to give you a flavour of what work you will be doing in the future. But unfortunately, most interns never get a proper understanding of how transactions happen as they are usually assigned some research work with no visibility about the transaction. Even if interns have been involved in due diligence, the scope may be restricted to only doing clerical work like summarising a contract or preparing list of documents. This can lead to a very skewed idea for someone trying to make a decision about their career basis just their banking law internship.
DISCLAIMER: This post doesn’t cover the work done in litigation related or capital markets team. Also, since this post is just about the process, this will be slightly boring, so I recommend you play the song “Perfect Day” by the Constellations while you read this.
Alright, so first - an overview. Broadly, the work we do in law firms can be classified as:
1. Advisory work (around 10%) 2. Due diligence (around 50%) 3. Transactions (around 40%) - with due diligence often being part of this
ADVISORY WORK:
This is the most interesting kind of work because it’s heavily researched based. It can be as simple as getting a mandate from a foreign client who wants to incorporate a company in India but isn’t aware of the laws. The client has approached your firm and sent 10 questions - what laws and processes are involved to incorporate a company in India.
Basis the questions, you research each question and prepare a memo and send it to the client.
Most lawyers find this interesting because it is:
1) Research based
2) Scope of work is limited
3) Timelines to submit this aren’t crazy as it’s just one document/ memo
Intern Overview: It’s like getting a question paper from your college teacher and filling out the paper, but it’s an open book exam.
So, here is where the work of an intern fits in:
An associate might call up an intern and give them 2-3 questions to research out of 12 questions in the memo and then incorporate the intern’s research in the memo. However advisory work is rare to come by in banking teams and slightly more common in general corporate teams.
DUE DILIGENCE:
This is the work mostly assigned to interns and younger associates. Sometimes it can be very mind numbing because all you are doing is preparing a List of Documents (explained below). Working on a DD gets overwhelming because you have to go through and review hundreds of documents. Since you’ve just switched from college, this can be jarring as you were never used to consuming so much information at one go.
To think about it another way, remember that iconic scene in Suits when Mike Ross meets Harvey for the first time? That scene where Mike is escaping the cops in a hotel and stumbles into the Harvard law interview?
Harvey is so impressed with Mike he says he’d hire Mike if he were from Harvard, but he can’t as Mike hasn’t even passed the bar. That’s when Mike tells him -
“What if I told you I consume knowledge like no one you’ve ever met and I’ve actually passed the bar.”
Well, you have to become Mike Ross. You have to be able to go through 50 different contracts of 200 pages each and be able to note down what red flags need to be highlighted to the client. If your partner randomly calls you into her office and asks you what issues you have noted in the contracts, you have to be able to say that from memory and also tell her which page the problematic clause is located (well not exactly, but you get the drift).
While reviewing the documents, you will have to simultaneously prepare a report called the Due Diligence Report or DDR - the final report is sent to the client.
Basically what happens is - one company uploads various internal documents in a one drive folder, and we lawyers are given access to review the documents. These documents can range from MoA, AoA, statutory forms required to be filed under Companies Act, SEBI, etc. to various registers required to be maintained under Companies Act, to various loan agreements, security agreements, shareholders agreements, any other ‘material agreement’ like insurance contract, lease agreement etc. to even things like pending litigation against the company. If there are items like 200 page annual report, financial statements in the DDR, then it gets tricky to figure out what to review, but ideally your senior should tell you what to review and what to skip.
As a lawyer you have to check that:
1. Whether all documents are in order, 2. If any form has to be filed, has it been filed within the required deadline, 3. What other forms/ licenses had to be filed. 4. If there is any pending litigation against the company, does it involve a huge sum of money, or is it under (let’s say 5 lakhs) a limit and can be ignored 5. Any onerous clauses mentioned in the contracts 6. Any other deal specific legal issues
List of documents: While all this happening, you also have to maintain a list of documents you have received from the company and reviewed, and also a list of pending documents that you have requested the target company but not received. (BORING WORK ALERT!)
Intern overview: Unless you are very deeply involved in the DD, you will either be involved in:
1. Research - Let’s say the associate needs to know the check if some contract is adequately stamped so they ask you to research stamp duty of Deed of Hypothecation in Karnataka 2. Review and Record - Maybe you’ve been given 4-5 contracts and asked to check dispute resolution clause and just fill the ‘seat of arbitration’ in some Word document in a table format. Now, this standalone document you are working on is going to form a part of the 200-500 page Due Diligence Report which is compiled by the team later. 3. Mind numbing work - As an intern, you’ve been asked to just download 40 documents from one drive folder or only prepare a list of documents to the documents in the one drive folder.
Hope this has been helpful for some of you interning/ working at law firms. I know even though it’s a great opportunity to work in big law firms, initially it can be very intimidating to work in such settings and we often don’t ask questions because we think it’s too basic. But it’s important to understand where the work fits in because your work matters.
Since this post has already become too long, I’ll explain the deal flow and the documents involved in a banking transaction in the next post.
One more thing - just to get an idea of my audience, would really appreciate if you could list down in the comments - what year of college/ law firm you’re in, and what kind of firm you worked/ are working in. This will help me frame my future posts better.
Thank you for the feedback. Happy to know it’s having some impact.
I believe my Post 1, Post 3, and Post 3.5 will be helpful for interns. My other posts are mainly aimed at A0s. As an intern you can read the other posts, but since you haven’t faced those specific issues yet, it may not make much sense to you. I may have some biases due to my own experience so please don’t let my posts stop you from taking a proper shot at B&F. Your learning depends a lot on how your team and your immediate seniors are.
Have you ever interned at a firm for 4 weeks, but wondered what is it that you actually did?
Like you know you researched on several legal issues, but apparently that’s not what most transactional lawyers do.
Well, it’s not completely your fault. This is partly done on purpose by law firms because they are dealing with confidential information and they don’t want to involve interns too much. So, if as an intern you felt confused and you want to know where your work fits in, this post is for you.
For A0s, this is going to be a very basic post. The reason I’m writing this post is because our first brush with the banking team often happens as an intern. Internships are supposed to give you a flavour of what work you will be doing in the future. But unfortunately, most interns never get a proper understanding of how transactions happen as they are usually assigned some research work with no visibility about the transaction. Even if interns have been involved in due diligence, the scope may be restricted to only doing clerical work like summarising a contract or preparing list of documents. This can lead to a very skewed idea for someone trying to make a decision about their career basis just their banking law internship.
DISCLAIMER: This post doesn’t cover the work done in litigation related or capital markets team. Also, since this post is just about the process, this will be slightly boring, so I recommend you play the song “Perfect Day” by the Constellations while you read this.
Alright, so first - an overview. Broadly, the work we do in law firms can be classified as:
1. Advisory work (around 10%)
2. Due diligence (around 50%)
3. Transactions (around 40%) - with due diligence often being part of this
ADVISORY WORK:
This is the most interesting kind of work because it’s heavily researched based. It can be as simple as getting a mandate from a foreign client who wants to incorporate a company in India but isn’t aware of the laws. The client has approached your firm and sent 10 questions - what laws and processes are involved to incorporate a company in India.
Basis the questions, you research each question and prepare a memo and send it to the client.
Most lawyers find this interesting because it is:
1) Research based
2) Scope of work is limited
3) Timelines to submit this aren’t crazy as it’s just one document/ memo
Intern Overview: It’s like getting a question paper from your college teacher and filling out the paper, but it’s an open book exam.
So, here is where the work of an intern fits in:
An associate might call up an intern and give them 2-3 questions to research out of 12 questions in the memo and then incorporate the intern’s research in the memo. However advisory work is rare to come by in banking teams and slightly more common in general corporate teams.
DUE DILIGENCE:
This is the work mostly assigned to interns and younger associates. Sometimes it can be very mind numbing because all you are doing is preparing a List of Documents (explained below). Working on a DD gets overwhelming because you have to go through and review hundreds of documents. Since you’ve just switched from college, this can be jarring as you were never used to consuming so much information at one go.
To think about it another way, remember that iconic scene in Suits when Mike Ross meets Harvey for the first time? That scene where Mike is escaping the cops in a hotel and stumbles into the Harvard law interview?
Harvey is so impressed with Mike he says he’d hire Mike if he were from Harvard, but he can’t as Mike hasn’t even passed the bar. That’s when Mike tells him -
“What if I told you I consume knowledge like no one you’ve ever met and I’ve actually passed the bar.”
Well, you have to become Mike Ross. You have to be able to go through 50 different contracts of 200 pages each and be able to note down what red flags need to be highlighted to the client. If your partner randomly calls you into her office and asks you what issues you have noted in the contracts, you have to be able to say that from memory and also tell her which page the problematic clause is located (well not exactly, but you get the drift).
While reviewing the documents, you will have to simultaneously prepare a report called the Due Diligence Report or DDR - the final report is sent to the client.
Basically what happens is - one company uploads various internal documents in a one drive folder, and we lawyers are given access to review the documents. These documents can range from MoA, AoA, statutory forms required to be filed under Companies Act, SEBI, etc. to various registers required to be maintained under Companies Act, to various loan agreements, security agreements, shareholders agreements, any other ‘material agreement’ like insurance contract, lease agreement etc. to even things like pending litigation against the company. If there are items like 200 page annual report, financial statements in the DDR, then it gets tricky to figure out what to review, but ideally your senior should tell you what to review and what to skip.
As a lawyer you have to check that:
1. Whether all documents are in order,
2. If any form has to be filed, has it been filed within the required deadline,
3. What other forms/ licenses had to be filed.
4. If there is any pending litigation against the company, does it involve a huge sum of money, or is it under (let’s say 5 lakhs) a limit and can be ignored
5. Any onerous clauses mentioned in the contracts
6. Any other deal specific legal issues
List of documents: While all this happening, you also have to maintain a list of documents you have received from the company and reviewed, and also a list of pending documents that you have requested the target company but not received. (BORING WORK ALERT!)
Intern overview: Unless you are very deeply involved in the DD, you will either be involved in:
1. Research - Let’s say the associate needs to know the check if some contract is adequately stamped so they ask you to research stamp duty of Deed of Hypothecation in Karnataka
2. Review and Record - Maybe you’ve been given 4-5 contracts and asked to check dispute resolution clause and just fill the ‘seat of arbitration’ in some Word document in a table format. Now, this standalone document you are working on is going to form a part of the 200-500 page Due Diligence Report which is compiled by the team later.
3. Mind numbing work - As an intern, you’ve been asked to just download 40 documents from one drive folder or only prepare a list of documents to the documents in the one drive folder.
Hope this has been helpful for some of you interning/ working at law firms. I know even though it’s a great opportunity to work in big law firms, initially it can be very intimidating to work in such settings and we often don’t ask questions because we think it’s too basic. But it’s important to understand where the work fits in because your work matters.
Since this post has already become too long, I’ll explain the deal flow and the documents involved in a banking transaction in the next post.
One more thing - just to get an idea of my audience, would really appreciate if you could list down in the comments - what year of college/ law firm you’re in, and what kind of firm you worked/ are working in. This will help me frame my future posts better.
Dalal Street Attorney,
XOXO
I believe my Post 1, Post 3, and Post 3.5 will be helpful for interns. My other posts are mainly aimed at A0s. As an intern you can read the other posts, but since you haven’t faced those specific issues yet, it may not make much sense to you. I may have some biases due to my own experience so please don’t let my posts stop you from taking a proper shot at B&F. Your learning depends a lot on how your team and your immediate seniors are.
All the best!