What does corporate law involve?
As a trainee in the M&A group, you would probably spend a large amount of your time conducting due diligence, generally the first stage of any M&A transaction. Due diligence is the investigation to check the accuracy of information passed from the seller to the buyer or from the company raising capital to the investor. It endeavours to ascertain the financial performance of the company, the status of its assets, whether there are any outstanding debts or legal claims that could prove problematic, and whether there are any environmental, intellectual property or antitrust liabilities that could affect the value of the company going forward. Due diligence involves sifting through and reading vast quantities of paper or online documentation within a tight time frame. At times, you will be asked to travel to the client’s offices in order to conduct the due diligence onsite. If you represent a buyer in an acquisition, there are usually two significant stages: The auction process leading up to the bid and hopefully, the acceptance of the bid; and secondly, the process leading to the eventual acquisition of the target company. Both stages have severe time pressures, but the auction stage more so than the second stage. You will also find that your clients’ expectations of the quality of your work will be much higher during the auction stage, since there will be a lot riding on winning the bid. In the auction stage, client confidentiality is paramount. If you happen to represent the financial adviser in an acquisition, when sending out emails and other correspondence, especially en masse, it is important to ensure each recipient of the communication cannot see or otherwise ascertain who the other bidders are. If a bidder knows the identity of other bidders, or even the identity of their legal advisers, they will have a better idea as to the amount of the bid and the type of package their competitor is putting together and can trump that in order to win the bid. At the second stage, the period of most intense pressure will be shortly before closing, when doing the final negotiations of the sale and purchase contracts.