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BigLaw - Corporate/M&A Associate - Ask me Anything


MichaelClayton

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MichaelClayton
  • Lawyer

If anyone has questions about life as a corporate associate or BigLaw outside of Toronto.

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Turtles
  • Law Student

Any discernable differences between the kinds of M&A deals you see (industries, size, complexity, etc) vs what would happen by your Toronto colleagues or in a comparable firm in Toronto (preferable with reference to which city or province you're in if comfortable)? Is it a stereotypical "AB M&A is almost all oil and gas" kind of thing or is there more nuance.

Assuming your firm is national, is it easier or harder to climb up the ladder vs for someone within the firm but based in Toronto? More/less responsibility as a junior associate vs those in Toronto, easier/harder to build your book, etc?

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MichaelClayton
  • Lawyer
8 minutes ago, Turtles said:

Any discernable differences between the kinds of M&A deals you see (industries, size, complexity, etc) vs what would happen by your Toronto colleagues or in a comparable firm in Toronto (preferable with reference to which city or province you're in if comfortable)? Is it a stereotypical "AB M&A is almost all oil and gas" kind of thing or is there more nuance.

Assuming your firm is national, is it easier or harder to climb up the ladder vs for someone within the firm but based in Toronto? More/less responsibility as a junior associate vs those in Toronto, easier/harder to build your book, etc?

I am located in Montreal. Are deals bigger in Toronto? Generally, yes. Most banks, PE funds, etc. are located in Toronto and it shows when it comes to deal size and nature (banking, financial, securites, etc. is much bigger in Toronto). I work at a national firm and we will require people across multiple offices on most deals as companies of those sizes rarely oprate in a single province (and Quebec being Quebec means that the Montreal offices gets a lot of work from other offices).

For your second question, I feel it is about the same as while offices outside of Toronto are usually smaller, the partner/associate ratio tends to be similar so your responsbilities or chances at partnership are about the same in my opinion. I would apply the same reasoning to building a book, as Toronto as a lot more work but also a lot more lawyers fighting for said work. Much easier within the firm though as most deals will have a Quebec component that Toronto lawyers aren't qualified to deal with.

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Geworfenheit
  • Law Student

Thanks for starting this thread! 

As a student who has little exposure to the real practice, I was wondering how do you find about the differences between the public side work (ie. public M&A, equity capital market, debt equity market) and the private side work (ie. private M&A, PE, venture capital, joint venture, commercial transaction). I have heard that the dynamics of working in these two settings are different as you are dealing with different types of people, but I am curious if the differences extend to the extent of the legal work itself.

In addition to that, do you find some areas that require more legal knowledge and law experience rather than just business sense/sales technique in the long run? For example, I was told that corporate finance can be tedious and full of no brain work as you most times just need to copy from the precedents. And banking finance work is said to be hard and technical when you start off but will get routine and easy when you have been doing that for like 2-3 years. I also heard that IPO involved a lot of dirty work for juniors and becomes essentially sales work when you are a senior or a partner. I was wondering if the above understandings are true and how about M&A and fund work? And beyond those corporate areas I just mentioned, is there any other secret gem I missed?

Moreover, I would greatly appreciate it if you can share your thoughts on the way to the corporate partnership in big law. If someone is determined that he/she wants to gun for partnership early on, what can he/she do to increase the likelihood?

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MichaelClayton
  • Lawyer
On 3/10/2022 at 12:13 PM, Geworfenheit said:

Thanks for starting this thread! 

As a student who has little exposure to the real practice, I was wondering how do you find about the differences between the public side work (ie. public M&A, equity capital market, debt equity market) and the private side work (ie. private M&A, PE, venture capital, joint venture, commercial transaction). I have heard that the dynamics of working in these two settings are different as you are dealing with different types of people, but I am curious if the differences extend to the extent of the legal work itself.

In addition to that, do you find some areas that require more legal knowledge and law experience rather than just business sense/sales technique in the long run? For example, I was told that corporate finance can be tedious and full of no brain work as you most times just need to copy from the precedents. And banking finance work is said to be hard and technical when you start off but will get routine and easy when you have been doing that for like 2-3 years. I also heard that IPO involved a lot of dirty work for juniors and becomes essentially sales work when you are a senior or a partner. I was wondering if the above understandings are true and how about M&A and fund work? And beyond those corporate areas I just mentioned, is there any other secret gem I missed?

Moreover, I would greatly appreciate it if you can share your thoughts on the way to the corporate partnership in big law. If someone is determined that he/she wants to gun for partnership early on, what can he/she do to increase the likelihood?

First of all, if you practice outside of Toronto, a career working only public deals is unlikely. A few firms have enough public work to feed some lawyers public work exclusively but those are the exeption. Most people who do public work outside of Toronto also do private M&A. Toronto is the opposite, as if you want to do securities work, you will become an expert at it and do nothing but securities.

That being said, the work itself is obviously different but not that much. An equity financing is still an equity financing and an acquisition is still an acquisition. You will encounter specific things such as dealing with TSX, plans of arrangement, dealing with brokers, but I don't think the work in itself is that different. Public M&A is more technical and usually involves multiple parties but as a junior associate you would have guidance from experienced practitioners.

To your second question, in most fields the partners are salesmen on top of their legal work. They have to be, that's the business model. It is true that some fields (tax, environment, etc.) require lawyers to be up-to-date and follow case law closer than other where negociation skills and  a certain knowledge of market trends will do the trick (private M&A for example). Unfortunately I can't really comment on how work evolves in fields other than mine.

As to partnership, grow your network. Most big firm lawyers can put in the hours and develop the required skills, but when you're on the verge of partnership, your book of business (or lack thereof) will make a significant difference as to who makes it to the next level and who doesn't. This is probably not as true for specialities but definitely is in M&A.

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Geworfenheit
  • Law Student
18 hours ago, MichaelClayton said:

First of all, if you practice outside of Toronto, a career working only public deals is unlikely. A few firms have enough public work to feed some lawyers public work exclusively but those are the exeption. Most people who do public work outside of Toronto also do private M&A. Toronto is the opposite, as if you want to do securities work, you will become an expert at it and do nothing but securities.

That being said, the work itself is obviously different but not that much. An equity financing is still an equity financing and an acquisition is still an acquisition. You will encounter specific things such as dealing with TSX, plans of arrangement, dealing with brokers, but I don't think the work in itself is that different. Public M&A is more technical and usually involves multiple parties but as a junior associate you would have guidance from experienced practitioners.

To your second question, in most fields the partners are salesmen on top of their legal work. They have to be, that's the business model. It is true that some fields (tax, environment, etc.) require lawyers to be up-to-date and follow case law closer than other where negociation skills and  a certain knowledge of market trends will do the trick (private M&A for example). Unfortunately I can't really comment on how work evolves in fields other than mine.

As to partnership, grow your network. Most big firm lawyers can put in the hours and develop the required skills, but when you're on the verge of partnership, your book of business (or lack thereof) will make a significant difference as to who makes it to the next level and who doesn't. This is probably not as true for specialities but definitely is in M&A.

Thank you so much for your reply! That's very helpful. I will be articling and starting my career in Toronto, and I may be able to choose whether I want to have more exposure to the public side of corporate work down the road. So I was interested to know the difference between public and private and the effect on the likelihood of partnership. 

A few follow-up questions: 

Could you give me some advice as to the ways of growing my network? I feel that in Toronto biglaw the clients who bring you like M&A work are often blue chips companies and PE funds. Those clients usually already have connections with the firm's senior partners, and it sounds difficult for a junior to build new relationships with those types of clients. 

Also, I was wondering if it's better to stay with one firm (or aka my initial firm) to bet the partnership. The market in the States is so hot that I continually see junior corporate associates in my future firm and the other comparable firms heading to the south. I am attracted to the bigger deals and higher compensation there as well, but I am aware that it's almost impossible for me to be a partner in any of those US firms (both looking at their associate to partner rates and me being a woman of color). Since (at least currently) I don't plan to go in-house, I am curious if a few years of staying in the States would do me more harm than good in the long term.

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MichaelClayton
  • Lawyer

You are absolutely correct about the type of clients and nature of their relationships. You will want to build your network inside the firm (partners, future partners, existing clients) and outside of the firm (the people you studied with or worked with may very well end up in-house at those companies or funds). The more senior partners and executives will eventually retire and be replaced by people your age and that's when those relationships you built over the years may pay-off.

Unless you start your career at an American firm, I imagine the odds of making partner there are next to none. But starting there and work say 2-4 years in the US would 1) be very lucrative and 2) give you valuable experience that your Toronto peers don't have. It makes sense and wouldn't hurt you. Moving there after a few years makes sense as well (at least financially) whether you intend to stay there or come back. One thing to keep in mind is that once the market cools down, the last lawyer in (especially foreigners) will be the first out. And if the markets cool down in the US, they will in Canada as well, making coming back a little harder (even though someone with solid US experience should not have any issues finding a new home on Bay St).

I feel like homegrown lawyers have a clearer path to partnership. They've had a lot more time than a lateral hire to make a name for themselves, but both regularly work. A 4th year or so associate moving into a practice group that is starving for talent will also be in a great position to make the leap.

Last but not least, I don't know if being a woman of color would hurt you in the US but I believe that firms in Canada are so committed to diversity and equality that minority candidates will get a much more favourable treatment that they did in the past.

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Geworfenheit
  • Law Student
16 hours ago, MichaelClayton said:

You are absolutely correct about the type of clients and nature of their relationships. You will want to build your network inside the firm (partners, future partners, existing clients) and outside of the firm (the people you studied with or worked with may very well end up in-house at those companies or funds). The more senior partners and executives will eventually retire and be replaced by people your age and that's when those relationships you built over the years may pay-off.

Unless you start your career at an American firm, I imagine the odds of making partner there are next to none. But starting there and work say 2-4 years in the US would 1) be very lucrative and 2) give you valuable experience that your Toronto peers don't have. It makes sense and wouldn't hurt you. Moving there after a few years makes sense as well (at least financially) whether you intend to stay there or come back. One thing to keep in mind is that once the market cools down, the last lawyer in (especially foreigners) will be the first out. And if the markets cool down in the US, they will in Canada as well, making coming back a little harder (even though someone with solid US experience should not have any issues finding a new home on Bay St).

I feel like homegrown lawyers have a clearer path to partnership. They've had a lot more time than a lateral hire to make a name for themselves, but both regularly work. A 4th year or so associate moving into a practice group that is starving for talent will also be in a great position to make the leap.

Last but not least, I don't know if being a woman of color would hurt you in the US but I believe that firms in Canada are so committed to diversity and equality that minority candidates will get a much more favourable treatment that they did in the past.

Thank you so much!! You've given me a lot to think about and they are all very valuable to a junior. I really appreciate it!

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On 3/12/2022 at 12:54 AM, MichaelClayton said:

First of all, if you practice outside of Toronto, a career working only public deals is unlikely. A few firms have enough public work to feed some lawyers public work exclusively but those are the exeption. Most people who do public work outside of Toronto also do private M&A. Toronto is the opposite, as if you want to do securities work, you will become an expert at it and do nothing but securities.

Just wanted to chime in here to say that this is not necessarily true. While my practice is focused on public company work, I also do a fair bit of private M&A. I would say that it largely depends on the firm.

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WhoKnows
  • Lawyer
20 minutes ago, Rearden said:

Just wanted to chime in here to say that this is not necessarily true. While my practice is focused on public company work, I also do a fair bit of private M&A. I would say that it largely depends on the firm.

Agreed, in my experience there are indeed the specialist securities lawyers that do a bunch of work on public M&A, but there are also the Public M&A lawyers that aren't necessarily the regulatory experts but instead run the deal, draft the definitive agreements, negotiate, etc. 

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MichaelClayton
  • Lawyer

Crickets. Most lawyers are way below billable targets. Lots of lawyers billing under 100 a month, some under 50 a month. 

I don't really keep track of non billable hours, no one cares. 

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halamadrid
  • Articling Student
27 minutes ago, MichaelClayton said:

Crickets. Most lawyers are way below billable targets. Lots of lawyers billing under 100 a month, some under 50 a month. 

I don't really keep track of non billable hours, no one cares. 

Is that the norm or has business slowed down this year?

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MichaelClayton
  • Lawyer

Business has been extremely slow this year, especially the past two months. This is not normal and some are starting to freak out. 

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BlockedQuebecois
  • Lawyer

I’ve mentioned elsewhere that this seems to be concentrated at mid market firms, at least in Canada. My corporate colleagues and friends at other top-of-market firms have all been very busy over the last few months. 

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WhoKnows
  • Lawyer
3 hours ago, BlockedQuebecois said:

I’ve mentioned elsewhere that this seems to be concentrated at mid market firms, at least in Canada. My corporate colleagues and friends at other top-of-market firms have all been very busy over the last few months. 

Wondering what you're defining as mid-market, or if we're just an anomaly (or my office is). Vast majority of our deals are what I'd define as mid-market, and it seems every day we're getting a new deal in. I haven't been under 100 hours any month this year, and am very close to target. Our corporate team is well ahead of budget. 

I do wonder if a few firms over-grew during 2020/2021 and are now feeling the effects of what a normal workload looks like after having staffed for the craziness of the 2 years, rather than just burning the candle at both ends for them. 

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JurisPrudent
  • Lawyer

At my shop, deal volume has definitely slowed from the pandemic-highs, but has essentially moved back to pre-pandemic levels (which were still relatively busy). I'd echo what WhoKnows mentioned above, mid-market transactions still seems to be quite active. Debt markets, with interest rates at their current level, have put some constraints on valuations and multiples for certain buyers, but there are still a lot of deals happening (just not at the insane pace we saw during COVID). 

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99problems
  • Lawyer
On 5/4/2023 at 4:04 PM, BlockedQuebecois said:

I’ve mentioned elsewhere that this seems to be concentrated at mid market firms, at least in Canada. My corporate colleagues and friends at other top-of-market firms have all been very busy over the last few months. 

We (securities group) are so slow....

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Rashabon
  • Lawyer

I'm plenty busy as a securities lawyer but often doing exempt market work. Still doing some public capital markets work as well but it's not as frequent.

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WhoKnows
  • Lawyer
26 minutes ago, Rashabon said:

I'm plenty busy as a securities lawyer but often doing exempt market work. Still doing some public capital markets work as well but it's not as frequent.

Lending markets are strong as far as I can tell as well. If an associate wanted to put their head in the lion's mouth insolvency/restructuring is working too. 

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Rashabon
  • Lawyer

Interest rates are up so lenders are happy to lend. Seeing a lot of especially shitty loans out there from private lenders and unfortunately I have at least one small cap issuer doing convertible loans with a lender so I'm stuck dealing with that instead of letting the financial services folks handle all of it.

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canuckfanatic
  • Lawyer

I recently left a BigLaw lending group. Everyone was on pace to bill 2000+ (probably 2200+) this year. While M&A and securities have been slow, lending has not slowed down at all.

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WhoKnows
  • Lawyer
11 hours ago, canuckfanatic said:

I recently left a BigLaw lending group. Everyone was on pace to bill 2000+ (probably 2200+) this year. While M&A and securities have been slow, lending has not slowed down at all.

End up in-house or did you lateral? Feel free to PM. 

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99problems
  • Lawyer
On 10/11/2023 at 6:45 PM, canuckfanatic said:

I recently left a BigLaw lending group. Everyone was on pace to bill 2000+ (probably 2200+) this year. While M&A and securities have been slow, lending has not slowed down at all.

Which city? PM if you want

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Dghoul
  • Applicant

This is just out of curiosity, does it require extensive financial knowledge to go into the M/A; lending area of biglaw? Or is it going to be an asset but not required; or just something you will pick up along the way?

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