From my 3rd year of college, I knew that I wanted to work in a law firm.
However, there was a big problem.
I did not know what I had to do.
I had access to company law textbooks. I read what I could. Most of it was only statutory provisions and case laws.
Company law teaching in college was too theoretical and related to ancient case laws, much of which was already codified in a very simple way.
Something that could be explained in 10 mins was taught over 5 classes.
I approached my seniors, and they suggested that I subscribe to Economic Times or another pink newspaper.
I did that too – apart from increasing my vocabulary of business terms, I did not learn any corporate law.
I subscribed to the RBI website and SEBI website to stay updated with the latest developments.
I felt that something was missing.
I got my hands on a book called “Cold Steel”, which is about the acquisition of Arcelor Steel by Mittal Steel. It was a racy thriller, like an Agatha Christie for law firm work.
Then I read Barbarians at the Gate, which is about crossborder acquisition in the US. I felt my heartbeat rush. How exciting.
Then, I read a book on the birth and growth of Skadden Arps, one of the largest and most reputed US M&A firms.
This gave me an idea that it is definitely very exciting to work in a law firm.
However, when I joined a law firm myself, I had no clue about what the work is like.
I realised how truly unprepared I was only once I joined the law firm.
In fact, the everyday work of a law firm lawyer remains a mystery to almost all lawyers who aspire to work in law firms and companies.
For this reason, most serious lawyers cannot even get started with their preparation.
This is one of the biggest reasons why being a law firm lawyer appears to be a faraway or somewhat unreachable aspiration for so many lawyers.
The problem here is that most aspiring law firm lawyers (of any age or seniority) do not know what the work is.
Once you know what the work is, you can learn it in a matter of 6-12 months.
You can also reach out to law firm partners and senior associates and network with them, even build fruitful, lasting, long-term professional relationships that can later translate into opportunities.
We will show you how to do that in our free, 3-day live online bootcamp starting this weekend.
Most of the time, a lawyer in a law firm is working on “deals” and “transactions” for corporate clients.
What is it that they are actually doing?
Any corporate transaction has 4 broad categories of work involved.
If you learn to take these deals through various stages, it would really help you to step up in your career as a law firm lawyer.
Here are the 4 crucial parts to work on any corporate transaction in a law firm.
What happens once you know the life cycle?
You can actually start learning the skills to do the work at each stage of the transaction.
You can write articles about these things and build your track record.
Mention these things in your CV.
Maybe help a few clients.
It doesn’t matter whether you are a 1st year law student or a lawyer with 10+ years’ experience – you basically demonstrate that you know how to do the work.
Next, you learn how to network with recruiters.
When you reach out to recruiters for opportunities armed with all these things, you are in a much better position to impress them with your superior knowledge and understanding of the work at a law firm.
They realise that you are not an untrained rookie who will make mistakes while working on deals and who expects to be trained by the seniors at a law firm.
In short, this opens a pathway for accelerated success.
This is the secret behind how 1000s of LawSikho students have been able to land law firm jobs in the past 5 years.
Of course, just knowing the lifecycle of a corporate transaction is not sufficient, but it is an opening.
Here is a selected list of 299 LawSikho students who secured domestic and international law firm jobs.
Lifecycle of a corporate transaction
Part 1 – Deal structuring
The first kind of work is deal structuring work. Usually bankers and very senior lawyers do this.
However, even junior most lawyers have to understand the deal structure to do their work properly. Some day, you might get to structure deals as well and you would be billing handsomely for that.
For example, if someone wants to invest in or buy out a company, how should they do it?
Imagine that Byju’s has run out of money and needs more funding. Should the investors invest in Byju’s or buy Byju Raveendran’s shares?
What is the percentage of shares they would be owning when the transaction is done?
Instead of buying shares of a company, can a specific business be bought as a slump sale?
For example, in 2012, Google had purchased the mobile phone division of Motorola, called Motorola Mobility.
This is deal structuring basic for you.
There are other very exciting questions too that are answered in deal structuring.
Every lawyer working on a transaction needs to understand the deal structure to get their job done properly.
Part 2 – Due diligence
Deal structuring will determine the direction of all the other activities. Once the road map for the transaction is created, now is the time to run a check on behalf of the buyer.
You will need to check, for example:
If the company has major litigation pending or coming up
Are there huge fines pending?
Are important licences and documents in order?
What kind of contracts have they entered into? Is there any business or legal risk arising out of those contracts?
Have any of those contracts been breached recently?
Has the target company broken any laws?
What is the status of corporate governance? Are all the statutory compliances in place?
Are there any other issues that can impact its business? For example, do they have rights to all the IP that they are using?
The buyers would want to know before the transaction what they are getting into and that is where due diligence comes in.
These findings may impact the decision of the investor to invest or not. Also, the price can be reduced if there are significant problems discovered in due diligence which shows significant legal liabilities.
An acquirer may back out or offer a reduced valuation based on the outcome of a due diligence.
Even before giving a big loan, due diligence is performed to ensure that everything is in order.
There are different kinds of due diligence exercises, and legal due diligence is one of those.
Remember that young lawyers and interns often get due diligence related work when they start at a law firm.
If you want to excel in your career at a law firm, you need to learn in detail how to do due diligence, how to process work and how you can wow your seniors with your work during due diligence exercises.
As an independent practitioner as well, you can perform reverse due diligence for startups to help them prepare to raise investment.
As you find gaps and loopholes in their compliance or contracts, you can generate some new legal work, and build lots of new startup clients.
We will take you through a full-length due diligence exercise in our free, 3 day live bootcamp over the weekend.
Part 3 – Documentation (contract drafting) and negotiation
Once it is established that the deal is worth entering into, and the right amount is figured out after the due diligence exercise, it will be sealed through the signing of documents.
There can be a long list of documents that need to be executed for running a deal at a law firm.
For now, just note that you may have to draft and negotiate one or more of the following documents, depending upon the nature of the transaction:
- shareholders’ agreement and share subscription agreement
- share purchase agreement,
- business transfer agreement or asset purchase agreement, etc.
- Joint venture agreements
- Scheme of merger/ demerger
Many of these names are self-explanatory.
Most of these are highly specialised corporate contracts, but there may be letters, approvals, checklists, and various kinds of certificates to be drafted as well.
Part 4 – Deal compliance
The arrangement between the parties may require your client to comply with certain provisions of law or regulations. If the client does not comply with such provisions of the deal, they may even get penalised.
For instance, if your investment round involves foreign investment, you have to file a FCGPR Form required by the RBI, within 30 days from the date of issuance of the equity instruments.
Mergers in a certain sector like insurance or banking may require the sectoral regulator’s approval.
You can find out the sectoral regulators pretty easily.
Here is an example:
Similarly, compliance work can be high in scenarios such as takeover of a listed company. There are specific SEBI Regulations for this. Stock exchange approvals are also required, but are easily obtainable.
It is crucial to undertake deal compliance.
Usually, the juniors in the firm are engaged in this type of work. They often forget to do the deal compliance leading to major problems and setbacks to clients.
Does it make some sense? We don’t expect you to have grasped all of it at once, but do you get some idea?
Once you know this, you can dive deeper into the lifecycle of a corporate transaction.
You can break down the work into different skills and start learning them.
Had I known these things before, I am pretty sure that I could have landed into the law firm far more prepared than I was.
I could have done my work more efficiently.
This work is not restricted to junior lawyers working in a law firm – senior partners, in-house counsels who work on corporate transactions, litigators who assist their startup or corporate clients and lawyers who build their own law firms must learn how to do this.
Hundreds of our learners do not have to face the struggle I faced because they know what the work is and how to do it.
It does not matter that they are not from NLUs.
Nritika Sangwan, a 2021 graduate from the Army Law School, Mohali, secured a job at Bharucha & Partners and currently works as an Associate at Cyril Amarchand Mangaldas in the Private Equity Team (in Bangalore).
Varalika Mendiratta, a 2023 BA LLB graduate from Aligarh Muslim University, Aligarh, got a job in her 4th year at Trilegal!
Many Indian litigators have started an international corporate practice catering to foreign clients on the side.
Supreet Prasad, 2016 law graduate from Lloyd Law College and a litigator, has started his own firm that has retainers with several US law firms. He has also hired junior lawyers to assist him with international work, and continues to run his litigation practice simultaneously.
Some of our learners have even secured remote jobs with international law firms.
Imagine that you could also learn 100 important skills over a year.
Then, imagine networking with law firm partners and startups in India in this period.
Also, imagine reaching out to international law firms and startups as well.
How would your career prospects brighten up once you do this?
Would you be able to get more opportunities, feel more secure and confident?
Do you want to know more about the work done in a law firm?
Do you want to learn how to find clients, how to network with law firm partners (even outside India), how to cultivate and nurture a relationship with them, and how to ask for opportunities?
Make sure that you attend our free, 3-day, live, online bootcamp.
See you there
Abhyuday