Why do trainees enjoy corporate seats?
If you are interested in how businesses work, mergers and acquisitions and general corporate processes, then a seat in a corporate team is likely to appeal to you. For instance, you may enjoy a corporate seat if you are attracted to the prospect of managing work streams, carrying out in-depth due diligence (i.e. investigations) into a business’ assets, corporate structures and legal agreements, and assisting with first drafts of transaction documents, client pitches and business research. In addition, corporate transactions tend to have shorter time-scales than contentious matters (usually 3-6 months), so if you like the idea of working on matters that resolve fairly quickly, this could be another positive of a seat in corporate.
What do corporate lawyers do?
Note that an ex-lawyer who worked for both a Magic Circle and an elite US firm provides a detailed insight into the role of lawyers (and trainees specifically) in the context of private equity transactions in our private equity course. Many of these insights apply equally to corporate transactions more generally, so check the course out if you're looking for a deep dive into what corporate lawyers do.
Corporate lawyers generally focus on deal execution for clients. This can include share sales, mergers, acquisitions and joint ventures. As part of this process, corporate lawyers typically liaise with and co-ordinate other internal departments (e.g. the Tax, Competition and Employment departments) to source specialist expertise and advice to facilitate transactions when the need arises.
The Corporate department also: produces much of the key documentation necessary to execute transactions; advises bidders and targets on public takeover offers; advises sellers and purchasers on private acquisitions and disposals; advises individuals on potential equity (i.e. share) purchases; advises managers or companies in connection with management buy-ins and management buy-outs; and offers general corporate advice concerning, for example, contractual rights and logistics.
“Corporate” is quite a broad term and tends to cover both private and public M&A, including work for private equity clients. To broadly summarise the difference between “public” and “private” M&A:
Management buy-in vs. management buy-out: a management “buy-in” refers to an acquisition of a company where that acquisition is led by an external team of managers (i.e. a management team that isn’t already working for the target company). In contrast, a management “buy-out” refers to an acquisition of a company where the acquisition is led by that company’s existing management team (i.e. where the company’s management team decides to acquire some level of ownership and control over the company they already work for). Particularly in the context of larger transactions, a private equity firm may instigate a management buy-in/buy-out and co-invest with the relevant management team.
Note that we cover the role of corporate lawyers in the context of a transaction in our A law firm's role on a transaction case study. In this course, we also explain the differences between private equity and venture capital.
In addition, our M&A course includes explanations of some of the issues and processes that transactional lawyers often need to advise on.
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