Generally in a big corporate firm, there will be corporate practice and litigation. I won’t delve into what litigators carry out, but I will point out the two practices are very different and both should be explored if possible during articling. Litigation generally involves a lot more legal research and writing whereas most of the everyday work in a corporate practice does not involve arguing the law.
Under the usual heading of “corporate” there are several major areas of practice such as mergers and acquisitions, real estate, corporate finance, and insolvency and banking. There are also common tasks that a junior lawyer will be asked to do. These tasks are generally applicable to all corporate practice regardless of the area of practice.
There are many commercial lawyers in London who work day and night just to fulfil the needs of firms all across the UK. However, many people remain unaware of their importance in any firm. So, let’s find out what these lawyers are meant to do.
Due Diligence
Due diligence is one of those buzzwords we’ve all heard of, but what does it actually mean? In corporate practice, due diligence can be thought of as fact finding. For M&A transactions, this usually means reviewing and summarizing contracts. Students will be given a contract summary template to follow and be instructed to provide summaries of the contracts they are given to review. The role of the junior is to spot and highlight any issues they see in those contracts. The summaries will then be reviewed by a more senior associate and complied into a diligence report.
For corporate finance, diligence could involve work such as finding proof of certain statements made in a prospectus or researching past company filings and disclosure documents. Due diligence encompasses any work that can be considered “doing homework” on the companies involved in the deal. The goal of diligence is to help the client find out as much information as possible. The information found through diligence will help clients make decisions such as whether or not to buy a company.
Drafting
Eventually, juniors may be called on to do basic drafting of documents. Often junior commercial lawyers in London will be tasked with drafting documents such as officer’s certificates, director’s resolutions, or other deal documents such as receipts or consents. Juniors may also be asked to draft parts of disclosure documents including documents that will get filed publically such as a material change report, or used privately such as securities offering memorandums.
For the most part, when you are provided a drafting job there will already be precedents and model language for you to work from, which you will need to adapt to the current deal. Drafting is an exercise in creative rewording and therefore looking for precedents from previous deals similar to the one you are working on is an excellent starting point.
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