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: Magic Cookie

Baby corporate lawyer

After three weeks, I know a lot more about corporate law. But I still know very little about corporate law.

Work has been slow. I'm on a very complex deal, so there's not a whole lot I can do to contribute. I have some pro bono nonprofit work, but other than that I don't really have ways to get work. I've been taking lots of time to read through the deal documents carefully, peruse the Delaware corporate code, and learn about securities law and venture financing. I don't feel a lot of pressure to bill since it's my first few weeks and I didn't have the massive orientation that the other first-years get, and I know it's good to have time to ramp up. But I think I'll be happier when I'm busy. When nobody's knocking on my door and there's nothing urgent on my to-do list, it's hard to overcome my tendency to procrastinate. And procrastination is no good when you have to keep track of every tenth of an hour.

I understand now why junior corporate associates complain about work being dropped on their desk at 5 p.m. on a Friday. Partly it's the nature of the work -- when clients call, you spring into action. But also it's because the senior people on the deal are busy all day talking to clients, investors, banks, and their counsel. By the time they finally get to take a breath and get organized enough to think about what they can delegate to you, it's late in the day. So if you're a first-year, you sit around twiddling your thumbs (or reading an M&A treatise, if you're good) and waiting for that call.

Here are some things I've been doing: Maintaining a closing checklist. Drafting some simple documents, like consents, waivers, and certificates. Going through lists of employees and shareholders to figure out who all the stockholders are, how much they own, and how much stock is outstanding.

The typical first-year associate corporate activity is due diligence -- going through boxes and boxes of documents to make sure a company has no skeletons in its closet that would prevent a merger or acquisition -- but in this economy, big M&A deals are few and far between. Some commenter on Above the Law said that corporate lawyers who start during a recession never catch up on the skills they miss during the first few years when they don't have enough deal work. That sounds plausible to me, but I hope it doesn't happen.

Full post as published by Magic Cookie on February 23, 2009 (boomark / email).