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Substance comes from reps and understanding changes rather than just putting them in. I’m not going to be all high and mighty about studying markups because who has time for that but listening to what is going on in the room and why you are doing what you are doing is key. I hate going into the office more than anyone but so much of my substantive knowledge came from listening to partners kick around ideas and understanding their thought process.
1. What are we solving for
2. How do we solve that
3. How does that change impact the other parts of the agreement (this is the hardest part by far but the most useful)
4. How will the other side view the change and why should they accept it
The reps are not all given. Some are luck - my first full ma markup as a second year was because the 6th year had a family emergency and the client needed something in a few days (so long enough for me to mark and have someone to review)
But more opportunities are in your control - at a price - stepping up and asking to do the first draft / markup usually means you need to crush to get it in time to people so they can review and rework if needed.
The job really gives back what you put into it - 100 hours a year extra of substantive work starts to really add up
Last point - be the point person with experts. Put your deal hat on and call them and see what their issue is, push them on if it’s a real issue (how much are we talking about in liability, is this theoretical or real, have you see this before) and how do we mitigate - we do not solve all our clients issues but should be able to explain the risk to them the different variations to mitigate and what we would do in their shoes and why. Client has to have that information to be well counseled and make a decision.
Ever wonder how partners can give clients gut check reactions to a ton of different topics in expert regimes? 100s of calls like the one above.
another cheap way to get more data points is to read the reporters on fiduciary duty and m&a litigation. so much of corporate drafting is in a vacuum, i think i am a much much better drafter for having litigated contract disputes before going transactional.
Also a third year and I haven’t mastered either lmao
Coach
Mastering logistics and the soft skills is 90% of success in transactional law. Substantive knowledge will take time so don’t worry too much. But do bring intellectual curiosity and pause to ask yourself “why” in everything you do so you can start to get there, and take advantage of opportunities to ask more senior lawyers to explain the “why” when you can’t intuit it yourself.
Honestly, you will learn a lot between your third and fourth year and a lot of ideas will really start clicking around that time
I’m a senior now, but I remember that my substantive understanding drastically increased between my third and fourth year and I’ve heard that’s the case for many other people, too
I’m a 1st year though I think. Lol i work at a small firm.
This is totally a 3rd year thing. That’s exactly where you’re expected to be at that level
Process is more or less fine for a 3rd year but know that in year 4-5 expectations change and process won’t be enough—start asking substantive questions now.
I’m a first year and feel the same way. Now, I realize I’ll still feel this way by my 3rd year lmao
I switched from M&A to finance
Yea. 100 percent.
You have to master the logistics before you can know enough to be good at the substance. By understanding the logistics, you know what issues come up and how they’re dealt with. With that knowledge/experience, you’ll know what to expect and will learn how to deal with it in the drafts.
The substance will come, don’t worry. If you’ve mastered logistics as a third year you’re doing well.
Hi, when we talk about logistics, what kinds of stuff do we mean by that..