I’ve recently been staffed on a deal with a partner (& one of the dept. chairs), a 1st year associate & summer associate (I’m class of 2018). I’m being given the opportunity to draft the main transaction documents, run diligence & for all intents and purposes serve as the senior associate. I generally feel as though I understand a transaction timeline & am appreciative of the opportunity/ challenge but any tips/ considerations/ things I may overlook would be appreciated.

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Think about what you can "keep moving" every night and every morning so you can delegate but still keep working.

If any DE or other state filings are needed, have the para check now re delays or deadlines so there's no surprises.

Keep an internal checklist of little nit things to follow up on.

Be responsive. Loop specialists as needed.

Someone already said this, but CHECKLISTS.

Have a good para or good software do a defined terms and X-ref check early and again as you get toward signing.

Make sure you check the reps. Do they make sense? Can your client make them? Would scheduling against them be a nightmare (if so, consider tweaking the rep). Start the disclosure schedules early...like yesterday. Think about who at client needs to review them and build time in for that.

Check for deliverables (ancillaries and certificates) and make sure they're on the checklist.

Understand the money and the numbers well. Think about timing and funds flows in advance.

Keep partner apprised with a bulleted check-in email each night.

Never let em see you sweat!

That's all I gots. You're gonna do great!!!

likehelpful

I was the senior transactional paralegal who managed up on many deals before I finally went to law school! I've seen the pitfalls and coached lots of junior-to-midlevel transitions.

I did enough biglaw and went in house but I still do lots of deals.

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In my experience, there are two common ways transactions fail: contingencies aren’t secured (you probably don’t have much control over this), and executing the docs is rushed where someone forgets to notarize or sign a page and the signing already costs thousands because so many attorneys worked on the file. You have control over this part - use a checklist (lexis or west law have them and I’m sure other attorneys in your practice have their own versions). Other than that, know your deal, know the docs inside and out. My first few big transactions, I would reread the LOI and all docs we had drafted nearly every night to commit them to memory.

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A note from the client inside, one thing that frustrated me the most with outside counsel was when the partner would take lead in all communications with my full leadership team but was not as well versed as the senior associate that was in the weeds in the deal. I was paying for his partner rate on every call where he would constantly have to defer to the senior associate. Not sure if you can control this due to firm SOP, but I found the informal one on ones with the associate so much more productive than when the partner was involved.

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Better to pay the partner for a one hour call than 20 hours in the doc or 50 hours in the data room, no?

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