Almost every merger or takeover featured in the business pages of daily newspapers will have corporate lawyers working on it. So if you are an adrenaline junky who would relish the opportunity to be at the heart of high profile, multimillionpound deals, then a legal career in corporate finance may be right up your street.
What's it all about?
Corporate lawyers advise their clients on a broad range of matters, including mergers and acquisitions (M&A) and takeovers, as well as on methods for raising additional cash, such as flotation on a stock exchange. The length of a transaction will vary depending on the type and size of the deal. Some deals are completed in less than a week, while others may take several months. For instance, Malcolm Glazer's recent £790m takeover of Manchester United Football Club took 15 months to complete.
As a corporate lawyer, you have to be commercially-minded as well as having a good understanding of the law. This means that getting to know your clients' businesses and the industry sectors is essential.
A corporate lawyer's client base is very varied and typically includes entrepreneurs, small privately-owned businesses and large multinational corporations such as pharmaceutical giant GlaxoSmithKline and BP. Most corporate lawyers also act for a range of financial institutions, including high street banks and investment banks.
The size of transactions on which corporate lawyers will work varies depending on the size of the law firm they work for. For instance, a lawyer working for a top 20 City firm will typically handle deals worth millions or even billions of pounds. Magic circle firms Allen & Overy and Freshfields Bruckhaus Deringer handled Glazer's bid for Manchester Utd.
In contrast, a lawyer employed by a law firm in the regions, such as Birmingham-based Gateley Wareing, would typically handle deals for small to medium-sized companies or family-run businesses.
The nature of deals handled by corporate lawyers may be affected by the state of the world's major economies. For instance, until recent months there have been very few companies floating on the London Stock Exchange (LSE) due to a lack of confidence in the performance of the FTSE100 (the index of the UK's top 100 share prices). The M&A market has also been relatively flat because companies have not had sufficient cash to expand.
In contrast, the private equity deals continue to be the latest fad. Private equity houses such as CVC and Apax buy businesses with a view to selling them off at a profit. For example, in July private equity house Cinven sold NCP, the UK car park operator it bought in 2002, to rival private equity group 3i for £555m. The sale resulted in Cinven converting its initial £140m investment into just over £400m.
The working culture
The pace in a corporate department can be very fast at times and it is not unusual for lawyers to work long hours, sometimes throughout the night. Although there is great pressure at times, most people manage to retain their sense of humour. With this hard work comes a great team spirit and a real feeling of satisfaction when a deadline is finally met; and there is also the party to celebrate the successful completion of the deal to look forward to. Of course, there are invariably quieter periods to allow you to recover from the busy times.
A corporate lawyer's day-to-day responsibilities will differ, depending on how many years they have been in practice.
Senior corporate lawyers will act as a transaction manager and liaise with the client's other advisers, including investment banks and accountants. They will also be the client's principal point of contact and will advise companies on strategic matters so that they can achieve their corporate goals. Senior corporate lawyers will also attend high-level meetings and lead negotiations. The complex nature of transactions means that junior lawyers are often handed less responsibility than their counterparts in other departments.
A junior corporate lawyer's work is extremely varied and can include such tasks as carrying out research, drafting agreements, sitting in on client meetings and conducting due diligence (reviewing a company's contracts with lenders, suppliers etc). The downside is that deals are usually very document-heavy, meaning trainees in corporate departments can sometimes get handed the photocopying and proofreading duties.
Trainees and junior lawyers in corporate departments also tend to work longer hours than their colleagues in other departments.
Why is this interesting?
Being at the hub of a large transaction is fascinating, as you will be involved in the deal from start to finish. It is also rewarding to read about the deal you were working on in the national press.
Personal and legal skills required
Corporate lawyers must have a good knowledge of the law and relevant regulations and should be commercially aware.
They also need to be effective team players because the sheer size of many deals means there will usually be a large number of lawyers from different departments all handling different aspects of the transaction. They also need to be organised and able to meet tight deadlines. With the long hours culture being prevalent, a good sense of humour is vital to help you get through those busy and stressful periods.
Key points
The pros:
The thrill of being at the heart of multimillion-pound deals.
Seeing your deal in the newspapers.
Varied responsibilities.
Good job prospects - working as a corporate lawyer increases the flexibility of career choices and gives you the option to move to an in-house legal department or an investment bank.
The cons:
Long hours and lots of document processing.
Junior lawyers get less responsibility than their colleagues in other departments.
Finally...
Familiarise yourself with the work of a corporate lawyer by reading the business pages of national newspapers.
Profile
Gareth Camp is an associate in Freshfields Bruckhaus Deringer's corporate team. He has been a qualified solicitor for three years
When a senior member of the firm asked me whether I was interested in football, I wondered whether he meant watching or playing. I had no idea that the answer would lead to my involvement in the most publicised takeover of the year - defending Manchester United against a hostile takeover bid from US sports tycoon Malcolm Glazer. When Glazer finally made a formal offer, Man Utd's directors were obliged to communicate their views on the bid to the club's shareholders in a circular. The circular also had to contain the information about Man Utd, including directors' interests.
From the start I took part in meetings with Man Utd and its financial advisers, which enabled me to gain exposure to the issues facing a takeover target. I was also responsible for liaising with both the company and its advisers and drafting parts of the circular itself. After the board had approved the circular, it was agreed that it should be printed and posted to the shareholders on 26 May 2005, the day after Liverpool FC won the Champions League final. This meant that, while most people watched the culmination of a very different footballing contest, on the evening of the 25 May 2005 I ensured that any last-minute changes were made before the printers were instructed to run thousands of copies of the circular through their presses.
When Man Utd won the Champions League in 1999, I was studying law at university and had taken a break from revision to watch the match. And even though they weren't playing, the next time an English club lifted the Champions League trophy - the night of 25 May 2005 - will also be associated with Man Utd and the end of the most interesting and publicly scrutinised transaction that I have been involved with.
How to read the business sections
The importance of flicking through the business sections of the broadsheets cannot be stressed. It will help you to get to grasp with how businesses operate. Reading the business sections will also give you some idea of what is happening in the City, business trends, the state of the economy and so on. Indeed, an understanding of these issues will give you a head start when applying for vacation placements and training contracts. But if you find reading the business pages a bit mind boggling, the following jargon buster might help.
Analyst - a person who studies companies to recommend whether to buy or sell their shares to investors.
Capital markets - the collective word used to describe dealings in shares (equities) and debt (loans, bonds).
FTSE100 - the index of the leading 100 public companies (see 'initial public offering', below) based on their share price. FTSE100 companies include BT Group, Granada and Tesco. Companies move up the index when their share price increases and vice versa.
Hostile takeover - a takeover bid/offer that has not been recommended by the target company's directors.
Initial public offering (IPO) - the process a company goes through to sell its shares to the public and to list on a stock exchange. Once a company completes an IPO, it becomes a 'public' company.
Inflation - a government index to measure the rate the price of a basket of goods bought by a 'typical household' increases. Prices rise when demand is greater than supply.
Management buyout - a deal involving the purchase of a business by the company's own
Wednesday, December 24, 2008
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