Thursday, January 19, 2012

What do M&A lawyers do?

So here's a short post in my series of 'what it's like to be a cml' - for those non-lawyers thnking about it and want to know what actually some do day-to-day. this is focusd on schmucks stuck doing "M&A" work.

unlike cap mkts, M&A is a lot less formulaic timewise, but sthere's still a pretty standard sequence of events that occur - something like this:

  • negotiate a term sheet: high-level discussions between principals and seniors, some minor drafting. probably the most actual value add (yes, believe it or not) that a monkey can give is here - advice in structuring a deal and what's "market"
  • due diligence: think - rubbing sandpaper with your eyes (if you are the buyer's counsel)
  • drafting deal documents: think - rubbing sandpaper with your brain, if you are not high enough on the corporate monkey ladder or you are but have only shitty low rungs on that ladder supporting you
  • negotiating deal documents: like watching two used car salesman peddle golden-covered shit to each other - mr. bullshit and dr. i'm full of shit bullshit the bullshitters. could be the most fun you have in a conference room, unless you the one you are trying to bullshit is a belligerent retard.
  • signing: like pricing, but it could last a week, or it could be as anticlimactic as pasou'llsing out at happy hour, which you could be at while it signs
  • closing: who cares you signed already
as i mentioned, depending on where you are on the cml ladder, you'll end up spending most of your time i think as follows:
  • junior: as any junior, whatever the fuck everyone else tells you. it sucks. at best, you'll have 'command' over due diligence, and will be responsible for...preparing first drafts, being on call, doing research, and doing all the shit work, making copies for the other people on your team, bringing packets to meetings, turning changes, etc.
  • senior: bossing around the junior, in a, uh, fun and meaningful way. you actually need to understand the diligence, finalizing drafts, negotiating docs, usually the term sheets, answering clients' frantic and stupid questions.
  • partner: taking vacations and looking pretty? no fucking clue.
that's about it. as far as corporate lawyers go, m&a is probably on the more 'interesting' side, because of what you get to do after you are no longer a junior person, but like any job, it'll always just be, sticking pineapples into your anus.





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