After the art of the deal comes the mechanics. It’s one thing for a business to decide to purchase a rival, or for a fund to settle on an investment in a particular firm. Making it happen, in the real world outside the boardroom, is quite another. Someone has to check whether nasty surprises lurk in the books of the target company, draw up the contracts and make sure all the regulatory paperwork is in order — all to the timetable of executives who want everything to happen yesterday. The elite of corporate lawyers overseeing all this need brains, stamina, and serious organisational wherewithal.
By Editorial Team. Published 7 August 2023. Last updated 14 August 2023.
In a sense, the job of the corporate team is to legally project manage the entire transaction, gathering input from specialist colleagues where necessary. Corporate lawyers need to be red hot on company and contract law, but be prepared to call in the cavalry on the finer details of competition, tax or intellectual property issues that might affect a deal. Jack-of-all-trades you may be, it’s impossible to be master of all the potential legal speed bumps in a multi-billion-dollar deal.
Veteran corporate lawyer David Carter puts it more eloquently: “You have to be quite Socratic about things,” the Ashurst partner says. “You have to know when you don’t know anything, when you are bluffing and therefore need to say something to get off the phone [with the client] and get on the phone with someone who knows the law better than you in that area.”
Think of Asda’s proposed merger with Sainsbury’s, or Uber Eats trying to partner up Deliveroo. Both present a potential competition law problem, which requires a lawyer who does nothing but antitrust to consider how it might - or might not - get past the regulator.
“There might be an environmental issue; there might be a tax issue; there might be a pension issue. There might be a cross-border foreign law aspect to the transaction. You’re not meant to know all the law,” Carter assures Verdict. In that sense, corporate lawyers act as a bridge between the client and a technical specialist without the birds-eye view of where the deal is at and what might be holding it up. They’re also the men and women who try to find ways around legal barriers -- it’s no good simply telling executives that what they want to achieve is against the law.
“You have to start becoming solutions-driven,” private equity specialist Carter says. “The client wants to get from A to B. Telling them that there is no path is not what we do. What we tend to do is say ‘look, if we walk down this road a little, we can get round to C, and track back to B. It’s a little bit more effort but at least it gets you your commercial desire’.”
All types of clients are challenging in their own ways, but corporate clients are alike in being a demanding bunch. Business school orthodoxy teaches executives to put pressure on their lawyers to make things happen quickly, with the result that mountains of paperwork have to be processed in often unreasonably short spaces of time. Part of the prestige that attaches to corporate work is due to its often around-the-clock nature.
Trainees often bear the brunt of this, and sometimes their work can be a trifle dull. Due diligence is notorious: reading through masses of material to establish what debts a company has or whether it is compliant with the regulations in its market. On the other hand, the learning curve is steep: newbies gradually work their way up from checking papers for circulation and drafting ancillary sale documents to preparing the real meat of the deal, like the documents for transfer of shares or the board minutes authorising the whole transaction. “You keep looking and learning and drafting bit by bit,” Carter says - often late into the night, when the pressure of business demands it.
The compensation for this sort of commitment, of course, is staggering. When the transaction is equivalent to the GDP of a Caribbean island nation, nobody begrudges the lawyers a few million. But when you spend so much time on the job, the money becomes less important than a genuine love of the game. The University of Law’s own Sarah Pooley points out that “the salary is the wrong motivation for working for a Magic Circle firm. What you should really think about is whether you are interested in the work.”
Carter’s enthusiasm for his own work at Ashurst is undimmed, 17 years after making partner at the venerable firm, if cheery turns of phrase like “choreographing the delicious opera of a transaction” are anything to go by. That may be because the firm has a slightly less ferocious reputation than the Magic Circle outfits so far as work/life balance goes. There’s also a buzz around the firm’s forthcoming move into a fancy new Spitalfields office in 2019.
As well as new physical premises, Ashurst has more intangible improvements in its sights. Chatter about the role of artificial intelligence in day-to-day legal practice is more than just talk: Carter notes that “every law firm worth its salt has invested in some form of AI programme to help deal with due diligence and business investigation. The old grunt work of trawling through documents that junior people used to do will, in the foreseeable future, start coming to an end.” Jomati, a consultancy run by former Clifford Chance managing partner Tony Williams, predicted in a recent report that AI-assisted contract review tools will be widely taken up in “a matter of years, if not months”. Thankfully, that doesn’t make lawyers obsolete: corporate clients will always need quick answers, challenging questions, and commercially sound advice.
KEY FACTS
Corporate Lawyer Salary
How much do you want? Even trainee salaries in the City can be twice the national average wage, topping out at £55,000 at Davis Polk & Wardwell, which tops the Legal Cheek Most List at time of writing. Newly qualified lawyers at this and other US “Moneylaw” firms earn well above £100,000 a year, with British-headquartered firms well on the way to six figures: Ashurst pays £105,000, and Clifford Chance £125,000. Make it to partner, and you can add another zero to that.
High profile corporate lawyers
Nigel Boardman, outgoing Slaughter & May partner and “the most renowned English corporate lawyer of the last 20 years”; David Higgins, the Freshfields Bruckhaus Deringer “rainmaker” poached last year by Kirkland & Ellis; Aedamar Comiskey of Linklaters, “one of the female heavyweights in public M&A”.
Key elements of the job
All the legal mechanics of a transaction, including negotiating and drafting agreements to reflect a commercial deal, arranging finance and liaising with the client and their other advisors. At the junior end, due diligence research, document control and drafting predominate -- there’s a lot of grunt work for trainees, at least until the robots take over.
How to become a Corporate Lawyer
Frankly, there are no short cuts. The classic legal career advice applies here in spades: commercial awareness and any kind of work experience you can get your hands on is a must, along with strong academics and knowledge of the particular firm you’re applying to.
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