stef's notes

Question 1

skills for litigators

Answer 1

• Empathy (clients mostly just want problem to go away)
  
  • Excellent oral & written communication
  • Good listening skills (important with stressed people; also listening for the gaps of what they aren’t telling you)
  • Commercial awareness (not just legal advice in a vacuum, want legal advice that is aware of their business)
  • Legal research skills (need this from Day 1)
  • Creative thinking (more than 1 way to solve a dispute in most cases)
  • Attention to detail (do see a lot of document review)
  • Time management (client’s timetable, court’s timetable, witnesses, experts, multiple jurisdictions)

Question 2

main participants in a transaction

Answer 2

· Company being bought/sold = Target (always a confidential matter)
· Seller(s) / Vendor
· Buyer(s) / Purchaser
· Lawyers for each separate party
· Financial adviser(s) [maybe]
· Accountants for each separate party
· Actuaries (pensions – underpaid pensions can be a huge problem for a company)
· Lender?
· Other experts (environmental issues / retail property experts / etc)

Question 3

timeline of a private m&A deal

Answer 3

§ Pitch/Appointed to act
§ Anti-Money Laundering / Conflict checks
§ Scoping job / Engagement Letter (agree with client exactly what they want us to do for them)
§ Non-Disclosure Agreement (generally negotiated by junior associates/trainees)
§ Legal Review (confidential info starts to flow from seller to buyer)
§ at same time, negotiate terms & draft SPA (Sale & Purchase Agreement)
§ Disclosure (warranties – statements of fact regarding target company that buyer wants seller to confirm; seller needs to say which aren’t true)
o rely on statement in valuing the target company’s purchase price
o if after transaction, buyer finds out seller’s warranty isn’t true – entitled to claim for loss they have suffered
§ by making full disclosure, seller can actually get themselves off the hook
§ gives buyer opportunity to make protection contracts / reduce price
§ sign SPA (permitting to buy & sell on terms of SPA, but not actually sold target yet; waiting for condition to be met (often competition clearance from antitrust authority; shareholder approvals))
§ complete transaction (want gap between signing
§ closing & formalities (notifying relevant authorities, stamp duty etc)
§ billing

Question 4

role of lawyers

Answer 4

Tax structure – SPVs in tax-friendly jurisdictions
Legal review/due diligence
Project management
Negotiation
Documentation

Question 5

Share Purchase Agreement Key Clauses

Answer 5

§ Price (not involved in pricing, but will want to understand how price has been reached)
o Locked box = certainty of price, but may be overpaying/underpaying in the end
o Completion of accounts = lack of certainty, more time-consuming, but not overpaying or underpaying
§ Conditions
§ Warranties (find out problems) & indemnities (know there are problems & need protection)
Restrictive covenants (preventing seller from competing with target/poaching customers for a certain time after transaction)

Question 6

why is legal tech important

Answer 6

• Allows us to be more client-centric: gives CC opportunity to reconsider how to deliver better service & how to communicate with clients.
• Creating a lower cost structure & efficiencies
• New revenue & opportunities: can sell apps + trackers + guides
• Leader in innovation & influencing the future of the legal industry

Question 7

4 ways trainees use legal tech

Answer 7

o Legal design - creating legal services, focus on how usable services are for client
o Process redesign - using legal tech to drive efficiency and reduce costs e.g. automating, outsourcing
o Client solutions - building tools for in-house lawyers, lowers cost
o Industry transformation - changing mindset in legal professions