It’s my first time staffed on the buy side of an acquisition (private company+subs under 50 mil)…any tips? (I know that’s a broad request but just about anything helps; I’m a junior with no mid-level support/one other junior to assist).

Get a good signing/closing checklist from the partner. Revise for what you know of the transaction, ask the partner to review and weigh in. Stay on top of it aggressively as the deal progresses.

Keep a running list of questions or things that come up on the deal. Regularly (daily if needed) check in with the partner and run through your list of prepared questions to ask for direction. The more prepared and thoughtful you are, the better you will look to the partner. It’s ok not to know stuff as a junior. Show that you’re organized and proactive/not just passively waiting for direction. I usually tried to do these check-ins first thing in the AM before the partner would get super busy for the day.

Take this for the incredible learning opportunity it is. I mean it. I learned more as a second year on smaller transactions where it was just me and the partner than I ever did as a fourth year with a senior associate staffed.

need a diligence request list - ask the partner / client if they’ve already sent one to the other side or need you to prepare one. If they need you to prepare, ask the partner if they have a preferred precedent and if not use one from the system or a mentor or friendly mid level. Cross things off the precedent that they’ve already provided (or ask them to confirm all have been provided) If they’ve already sent one, you still need a precedent, but take a look at your precedent and cross of things you’ve already requested or they’ve already provided in the DDRL. Also ask the partner whether you’ll be preparing a full memo or a red flags report

1) get together a WGL of the team on the deal, if unclear should work with partner to figure out which specialists would be relevant for the type of company you’re diligencing.
2) talk to partner to get clear on diligence level. Is this a reps and warranties insurance deal (high DD standard), does the client want a DDM or is it confirmatory or a lesser DD standard? Also talk to partner about whether there will be a data room, in which case you need to coordinate with bankers to get your team access to the data room. Also ask if it makes sense to get on a call with the client to get a sense of what the client is most concerned with for the company (ie. If they really care about the company’s IP or they are worried about foreign trade issues, etc.)
3) put together a DD request list based on diligence standard after discussion in #2, should get that reviewed/include input from any specialists.
4) get clear on timing of the deal from the partner, if you’re a junior it’s likely that by the time a purchase agreement comes in, they’ll staff a more senior person onto the deal. Ask partner what the client wants done and when (start putting together a skeleton timeline that you can whip up into a signing checklist once there’s more clarity on deal docs and process).

As a junior on a buy side private deal, 90% of what you are focused on is diligence.

If the buyer is a client that is a repeat buyer, look at past deal checklists etc.

In addition to everything above, make sure you’re clear on timelines and deadlines.

Others may have already mention this, but I’d be transparent with the partner on your experience level and be open about asking for help and staffing another associate. From my experience, it helps in the long run.

Oh Wow! What an incredible outpouring of truly responsive useful information you have generated with your post OP. Every respondent has added to your — and our — collective knowledge base. So glad you posted!

My role in acquisitions has invariably always been to be called by the partner who is crisis mode on the DD portion of the deal. More often than not, in my first BigLaw decade, that meant grabbing one of the 2 go-bags I kept ready at all times. Given what you’ve been writing in your charming responses, I hope it will be helpful to you if we pretend that I’ve flown to you for the final weeks of an acquisition, as I, too, use a whiteboard./grin/ In this hypo, you are the client (from GC to head of Regulatory Affairs (frequently not an attorney, you know). You’ve been clear above on the value of the deal, so I’ll draw from my similar experience.

Yes, $50 mil may feel like a lot now, but after awhile, the numbers are just numbers. Whether $1 mil or $50 mil, you’ll still need your framework of your skeleton timeline, overall checklist, and daily checklists and check-ins. It just means that you are likely to feel that you need 50 of yourself! When you hit that crisis point, go take a walk. Breathe. Don’t give in to the mire and don’t cry (or drink!) at work. Really, breathe and walk. The Roosevelt Memorial and the Korean War Memorial are glorious at 3 am. Surprising a fox family, as I strode through fog at the Korean Memorial, grounded me and made me laugh. Then, when you return to work, contact who you need to pull in and then post here for what you need. Yes. it sucks for them to get that 4 am call, but that’s what we do.

In addition to your WGL (new term for me too), you’ll need a Tribe. Find out which other attorneys can assist you. Period. By that I mean, OK for that person to bill on the case, and the attorney can be relied upon to do whatever is needed. Find out on your own or through the partner on the deal, which associates need billable hours. You can use the “Wax on, Wax off” method of handing off work to attorneys who don’t typically work on M&A-related matters, but who are eager and reliable. (If you don’t know what I meant by “Wax on, Wax off,” then you must see the movie The Karate Kid). It really works to have this network for when you need 50 hands.

In the above vein and under the understanding that “It takes a village,” start NOW using your evident charm and good nature on the secretaries, particularly the head of your group’s secretaries. That head will know who is available for overtime or will have the connections to pull in good people when you need them. For my part, I bought racks of Ghiradelli chocolate and other syrups and put one with a Thank You and “Drink Me” tag at each coffee station on our floor of the skyscraper (so 4) and took one down to the copy center of the firm as well. (“Drink Me” is from Alice in Wonderland).

Now, … You are the client at the client’s HQ or primary location for this deal. … The deal involves 50 patents on formula and multiple patented methodologies on manufacturing as well as equipment (patented and/or high value on the deal). … I’ll be joining you at crunch time (the last 2-6 weeks) to help you on gap analysis and using your subject matter experts. First, though, you’ll need your whiteboard, 3 easels, a post-it pad tear off-sticky pad work sheet, and the largest block space calendar you can get. I’ve never been to a client’s HQ yet where the client had any of these tools. Really. $80 bil a year in revenue and no write-on calendar? Generally, I purchase a high volume cloud, have the firm’s security levels installed, and use this for transferring documents from the firm to HQ and documents you will need from and about (ie, generate) on sub-holdings being acquired. Here’s the dorkiest suggestion that will prove to be invaluable to you:
Buy one of those plastic file carriers that are shaped like a box with a handle. Get one with the “tools” tray on top. You’ll want to have a couple good pens, a highlighter, Post-Its, and Post-It flags. If you are better organized when able to quickly glance at colors or a pattern, as I am, you’ll want to get hanging file folders in every color you can. I also buy those patterned file folders at Barnes & Noble and TJ Maxx/Marshalls. THIS BOX is what I carry to meetings and place easily at hand. (It’s the dorky box and my organizational style that won me a $40 mil in attorneys fee (budgeted annually) client, at least I think it was my dorky box and other “travel with me” things.

Timed have changed, but no legal endeavor is truly paperless, particularly if the acquisition is of an older company. I carry in my laptop bag a small cannon printer, which I frequently whip out at the conference table with clients, connect it to my laptop, and GET IT DONE. If I then need the clients’ signatures and the document scanned, I’m prepared. Nice signing pens in the box and Adobe Scan and Signature apps are already downloaded (free) on my phone. (Ask your IT Dept what the firm uses if you don’t have a scan app and a signature app downloaded yet). Finally, I use an easily identifiable notepad/thin file folder for each deal or project. You’ll see them at Barnes & Noble and office supply stores, but I use what I find at TJ Maxx and Goodwill.

In dealing with subject matter experts, you will have an environmental attorney (and she’ll have an on-the-ground consultant). Any high value acquisition of a company in whole or in part generally involves land. Hook in the appropriate attorney in your firm for DD by identifying who your go-to subject matter experts are for this in the firm. The partner on the deal should tell you, but, if the partner is a disorganized, inattentive mess, then you’ll need to tap your fellow associates to find out who you should use. Ditto for the different kinds of patents/subject matter.

Please forgive me if you found this level of detail ridiculous. I’ve never written about my methods and tools to anyone before — we couldn’t seem to “keep our young” and I generally, literally, flew solo, having organized a cross-firm “Tribe” of up to 20 attorneys.

I don’t use Auto-Corrupt and on informal messages like this one, I don’t proof and I don’t apologize for typos. It saves time for everyone. It is empowering. Try it!

You are welcome to DM at anytime and I’ll give you my contact information. Wishing you the best of luck,
The Fixer
News of the Weird Desk

In addition to what others have said - make sure you understand in detail why the client is making the acquisition. If there is one specific piece of tech or revenue line or whatever that is the entire deal rationale, you need to make sure your diligence in that area is spot-on. A problem in that area can be a dealbreaker while a similar problem in another area can be totally fine, and you may look dumb if you don’t appreciate the difference.

Start writing the memo *way* before you think you’ll need to.

Be curious and don’t be afraid to ask questions and suggest solutions. You’re going to be wrong about some things you take to the partner but view those as prime learning opportunities.

And especially where you’re still learning the substance, be a top notch project coordinator—which is what earlier posts are getting at with the checklist, WGL, daily summaries, etc.—and communicate, communicate, communicate.

One of the things that will be important to your DD memo and to closing is to have a good understanding of the target's material contracts. A CoC/anti-assignment analysis is pretty standard, but I usually recommend juniors prep a full contracts review matrix. Record in a chart your CoC/A-A analysis, termination/default rights, contract value, non-compete terms, ROFRs, term/expiration anything that could change the value of the contract or the transaction as a whole if it were enforced.

Your seniors may ask you to do this anyway. Having all of that analysis in one place will be helpful for your memo, your disclosure schedules review, your closing checklist prep, and structuring the reps/warranties (and maybe even indemnities).

It usually takes a while to prep this, so starting quickly after you get VDR access puts you in a good position to be ahead of the game.