Having covered the experiences of the graduates in more litigious teams last week, it’s now time for those of us in transactional teams to share our insights.
In law school, transactional work was the subject of a lot of stereotypes. The main one that stuck with a lot of us graduates was that transactional work is an inherently combative, ‘winner takes all’ scenario. For those of us who have spent four months in transactional teams, this has been revealed as a misconception.
While there is always going to be spirited negotiation over a deal as both sides try to best represent their client’s interests, deals are not as zero-sum as legal TV dramas would have you believe. Deals are approached as a ‘growing the pie’ venture as opposed to a ‘try to get the biggest piece’ venture. When you actually stop to think about it, a deal has to have value to both parties otherwise there’s little utility in entering into it to begin with.
Transactional work is exciting and fast-paced, and we have the following insights to share about our experience.
What are the key skills a transactional lawyer needs?
Attention to detail is an absolute must. Showing attention to detail, including something as rudimentary as spelling and grammar, builds credibility and gains the trust of senior lawyers in the team.
It sounds basic, but we’ve found that taking the time to carefully review documents we’ve drafted (even when working under tight timelines) before sending them onto a senior lawyer makes the world of difference. One tip we’ve learnt is that printing final draft documents and reviewing the paper copy can make typos easier to spot - and helps avoid the embarrassment of silly errors.
An example of a transactional document is a share sale deed. A share sale deed is often a lengthy and dense document with a multitude of interlinked clause references and defined terms. Being able to pick up on an incorrect clause reference or undefined term is key to ensuring that the deed is able to give effect to your client’s intentions - and helps insure against hiccups later down the track.
A transactional lawyer also needs to have a keen sense of commercial awareness. It is all well and good to know how to do a litigation search on a target company of a transaction. It is another thing entirely to know how to draft warranties in a share sale deed to best protect your client from the results. This knowledge develops over time and with practice, however thinking beyond the immediate issue and considering how this will impact your client’s business is necessary to get the best result for your client.
What role do graduate lawyers play in transactions?
A graduate lawyer won’t be going toe-to-toe with the other side on the contentious points of a transaction during their rotation. We haven’t built up the requisite experience to do this yet.
What we will be doing is drafting and reviewing documents and adding value by dotting our I’s and crossing our T's. This means ensuring every document we touch has the correct party names, ACNs and clause references. We need to ensure that definitions are used consistently throughout the document and that the clauses flow logically and encapsulate what the client wants to get out of the deal. Our teams often impress upon us the difference an extra pair of eyes can make in delivering superior documents for clients. Adding value in this way means more time can be spent on the substantive issues.
What are some of the challenges with this type of work?
It is any client’s base level expectation that their transaction will be completed within the timeframe they determine is best for their business. This often means that work needs to be completed quickly, but still to a high standard. As graduates, we play a critical role in helping our team deliver on this expectation by ensuring we get our ducks lined up in a row and closing the loop on tasks we’re given quickly. Striking the right balance between getting work done quickly and not rushing and making sloppy mistakes is at times challenging. We have found that not taking on too much in the busy periods has meant that we can get this balance right.