In my last post, I talked about four common assignments for first-year Biglaw associates. Here, in Part 2, I’m continuing on with that theme with four more typical tasks for junior associates.
Again, I’ve limited my overview to just those things that corporate/transactional associates will encounter, since litigation is a whole other world that I wasn’t a part of.
Hope this helps law students and brand new associates become a little more aware of what the heck you actually do as a Biglaw associate!
5. Document Distribution
Remember those 200, 300 page documents we talked about under “Document Drafting” in the last post? Well, it will be your job to distribute those documents to the appropriate people.
Once the draft has been reviewed by your team and (sometimes) your client, you’ll be tasked with emailing it to the other parties (company, banks, accountants, other law firms, etc.).
Sounds simple, right? For the most part, it is. A new associate can get tripped up in a few ways, though:
- Distributing the wrong document, the wrong version, or the wrong redline (usually your attention will be called to this immediately and it won’t be a big deal – you’ll just resend the proper document. It can get tricky, though, if you sent a super sensitive document out or if you repeatedly do this, neither of which is a good look. Remember, mistakes are forgiven in Biglaw, especially when you own up to them and address them immediately, but repeated carelessness is not.
- Not saying the right thing in your cover email. Sometimes a picky client will want you to say something like “document subject to review and comment by our client, X Bank” and if you forget to say this they will be irritated (I never really understood this, because I always thought it was obvious the client was still going to review it, but to each their own).
So, back to the distribution. Pretty easy, right? Yes! The next part is where your job becomes more important. Because you were the person who sent the email with the document, you will be the person who comments come back to. Sometimes your team will be copied on these, but sometimes they won’t be, and you will be the only one who receives them.
It is one of your most important jobs as a junior associate to keep track of all of these comments and ensure that they are all addressed. Pro tip: forwarding them to the senior members of your team and saying “see attached” is not enough.
Yes, you should send them to your team, but at the same time, you should schedule a time with them to discuss so that you know that when the client calls wanting to discuss the comments (which they will do) you will have already addressed them internally.
Now, almost everyone will send their comments via email (it might be a hard to read hand mark-up, a computer generated redline or, if it’s your lucky day, tracked changes). But there will be a few who instead prefer to relay their comments over the phone.
Again, you will usually be the recipient of these calls because your signature block and phone number were on the bottom of the distribution email. What do you do in this situation? The best that you can.
Field the comments, do your best to take the most comprehensive notes you can, and rely on the “circle back” language we discussed in the last post that you’ll become a pro at in no time. Then, let the senior associate or partner on your deal know about the conversation you had so you can then address the comments together or call the other party back together.
Nobody will expect you to be able to do this on your own when you’ve never done it before. Like many tasks in Biglaw, being able to address comments and negotiation comes with practice and time.
6. Dealing With Internal “Experts”
Otherwise known as wrangling partners within your own firm. Are you sensing a theme here? A lot of what first-year associates do – from signature page / closing coordination, to document distribution, to fielding comments, to dealing with experts involves lots of organization and coordination. If you can stay organized and on top of your stuff, you’ll be well on your way to succeeding in your first year of Biglaw.
What, exactly, does it mean to wrangle experts? And who exactly are these people, who are special enough to be called “experts”?
They are the specialists who work in a niche area of the law. Instead of, say, a capital markets equity partner who works exclusively on things like IPOs, these lawyers work across all corporate practice groups, lending their advice on very specific aspects of the deal.
They very rarely draft whole documents, but rather deal with specific provisions in a deal document that relate to their specialty. Experts include lawyers in the IP, tax, environmental, real estate, and employee benefit groups.
Not every one of your deals will involve all of these groups. There will almost always be tax issues to be reviewed by the tax group, but not necessarily anything will have to do with real estate or environmental issues, for example. But if the transaction includes a company with extensive real estate holdings, then you would need feedback from the real estate experts and they will be more involved in your deal than normal.
It will be your job to pull the relevant sections of your transaction documents, point the experts in the right direction, and ask them to review and provide comments. This will involve:
- Giving them a broad (or more detailed, if necessary) overview of the transaction so that they have enough context to provide their comments (e.g., who the parties are, timeline, what you think they should be on the lookout for). This is a great way for you to practice your understanding of the deal – by having to repeat it and explain it to someone else.
- Give them an appropriate deadline for when you need comments by – no expert likes to be forgotten about and then asked to provide comments at the last minute.
- Taking their comments, discussing them with the lead partner on the deal to make sure they agree with them, discussing them with the client, if necessary, and incorporating the comments into your draft.
Take note! Great junior associates don’t just blindly input comments. While you should never change the substance of a tax partner’s comments, for example, you should make sure all of the defined terms, dates, parties, names, etc. are correct. If they’re not, correct it as you input the comments, because it’s your job as the first-year associate (not the tax partner’s) to double check all of these things.
7. Fielding Client Calls
Ok, this is a generalization, but I’m pretty sure of this: first-year associates are terrified of the phone, and clients love the phone. What does this dynamic create? Aside from mini panic attacks for junior associates whenever the phone rings, it leads to some tense phone calls between junior associates and clients.
But. It’s ok! It’s part of the learning and growing process, and you’ll get through it! Here’s how.
First off, why do clients call junior associates? Some clients (especially the junior ones) don’t want to waste a partner’s time (or their money – partners hourly billing rates are ridiculous). More likely, the client tried to call the partner first, or didn’t even try because they knew getting a response was a long-shot, were put through to their voicemail, or they already left a message with the partner’s practice assistant.
Another generalization, which I also think is true 99% of the time, is that partners are on the phone all of the time. Seriously, some partners are on conference calls all day long and it’s almost impossible to get a hold of them at random or without an appointment.
Enter the junior associate. Sure, you’ll have lots of work to keep you busy, too, but you will be on way fewer calls than a partner. So, the client, whether they want to or not, will be left to call you.
Other times, the client will pick up the phone and call you first again because you were the one who distributed the draft. You are, after all, their lawyer, so they will have the expectation that you will be able to answer their legal questions. Seems logical, right? This is daunting because you cannot possibly know the answer to most of these questions when you have never done this type of work before! Even if you are a lawyer.
The key is to follow along as best you can and project a sense of confidence, even if you are trembling inside. I remember being asked by a senior banking client on multiple occasions if I understood what he was talking about (I did not), so it’s not always the easiest thing to project this confidence when you don’t, in fact, known what a redemption date means – just do your best.
Here are some tips for dealing with a client who calls you, expecting guidance or answers that you don’t have or cannot give:
- “Let me check with X Partner on that and I’ll circle back with you this afternoon.” There’s that magical phrase again! Also, be sure to include a realistic timeline for when you expect to be able to touch base with the partner and then be able to call the client back – clients like to know when they will get an answer – and then follow through on that promise.
- “I haven’t had the chance to review the comments yet. Let me do that and I will call you back this afternoon.” Again, be sure to give a realistic timeline for when you will be able to give them the answer. Also, this only works if you recently received the comments or the draft, not if you’ve been sitting on it for days and haven’t gotten around to reviewing it yet.
8. Entity Formation
First, a little tangent that I promise I’ll bring back to entity formation and junior associates shortly: for all of the law students out there who are constantly asking what law school classes they should take as 2Ls and 3Ls to prepare themselves for Biglaw, here’s my answer:
- Evidence, because you need it for the Bar exam and it’s really helpful to have taken it in school so you don’t have to learn all of the concepts during BarBri, and
- Corporations, especially if you think you’re going to be a Biglaw transactional lawyer.
Why corporations? Because, as a junior associate, you’ll be dealing with all sorts of corporate entities, and having a basic understanding of how a corporation vs LLC vs partnership, etc. works will be extremely helpful to you.
So, back to what entity formation as a junior associate involves. Most corporate transactions involve the formation of at least one new entity. Some, say, when a company is undergoing a restructuring as part of the deal, involve dissolving and creating multiple new entities.
While forming a company sounds like it might be an intense and complicated project, it’s actually quite simple and you just need to follow some basic guidelines, make the appropriate state filings, and pay a fee. Then, voila, you’ve formed your first company!
Junior associates need to understand what kind of operating documents a company will need (e.g., an LLC operating agreement vs a Partnership agreement) and how these documents are structured, as well as who from the company will play the various roles (e.g., officers, directors, members, managers, general partners, limited partners).
Having a firm grasp on all the various entity types, or at least an awareness of them, how they are formed and dissolved, who runs them, who has the decision-making power, who can sign on their behalf, etc. is an essential skill for a transactional attorney.
The first time you incorporate a company with the DE Secretary of State (because almost all companies are formed in Delaware – you’ll find this out soon enough) will probably come during your first couple of months as an associate. You’ll do that too many times to count over the course of your Biglaw career.
There You Have It!
That wraps up Part 2 of the common assignments for Biglaw junior lawyers. I hope this shed some light on the things you will be doing when you begin working in Biglaw!