2020-21 Vacation Scheme Applications Discussion

[Kola]

A shareholders' agreement is a private contract between the shareholders of a company pertaining to different elements of how the company should be operated as well as individual shareholders' rights and obligations and different share class' rights.

They are voluntary, i.e. not every company has one, and are ancillary to the articles of association. They also outrank Articles of Association where there is a superiority clause. The main advantage to this is that the agreements are private, where a company's articles are made public. This means that shareholders can withhold sensitive information regarding the company's internal running from the public without running into major legal issues.

If you were doing an M&A based case study and there was discussion of a Shareholders' Agreement, it would be imperative to obtain this in the DD process in case it varied any of the information which is freely available as this could change a potential buyer or seller's legal position.

My entire bookmarks section is pretty much filled with your comments 😂

 

[bethbristol]

Just realised I got a Hogan Lovells AC invite yesterday but my email filtered it out. The email says to choose the earliest slot possible because they recruit on a rolling basis but when I clicked on the link, the earliest one they had was March 2.

Anyone know when their ACs start/started?

I was in a late Hogan Lovells AC last year (10th March) and there were still a few of us who got offered the VS so I wouldn't worry!

 

[vaikekabi12]

Linklaters summer VS invite!!!

 

[whisperingrock]

Just realised I got a Hogan Lovells AC invite yesterday but my email filtered it out. The email says to choose the earliest slot possible because they recruit on a rolling basis but when I clicked on the link, the earliest one they had was March 2.

Anyone know when their ACs start/started?

I know that for the winter vac they had to have extra ACs because they didn't fill all the spots in the ones they had already planned for. So I wouldn't worry.

 

[SF1234]

Linklaters summer VS invite!!!

Congrats!! When did you hear back about having an AC and when did you apply?

 

[vaikekabi12]

Congrats!! When did you hear back about having an AC and when did you apply?

I applied in October and heard back about the AC approximately 2 weeks ago!

 

[Sekani Wraith]

Question for all the M&A heads here.

If you uncover an issue during due diligence that may potentially arise in the future, for example, a threat of litigation. Then from my understanding, one possible solution would be an indemnity. However, I said this in an AC and the partner challenged the solution and asked what the point would be to ask for an indemnity from a target company that you are acquiring, as that company will now become a subsidiary of your company which I hadn't thought about before. If I am buying a company that is going to become part of my empire, what sense does it make to take money away from that company (as an indemnity)?

 

[LeilaScott]

Is Morgan Lewis still sending out phone interview invites? Hoping it wont be another week of radio silence lol

 

[Isaac]

No news yet from:

• Gibson Dunn
• Covington
• Latham & Watkins
• Cooley
• Millbank
• Debevoise
• Vinson & Elkins
• White & Case
• Ropes & Gray

Who's with me?

Did you ever hear back from Latham & Gibson?

 

[Ricky]

Question for all the M&A heads here.

If you uncover an issue during due diligence that may potentially arise in the future, for example, a threat of litigation. Then from my understanding, one possible solution would be an indemnity. However, I said this in an AC and the partner challenged the solution and asked what the point would be to ask for an indemnity from a target company that you are acquiring, as that company will now become a subsidiary of your company which I hadn't thought about before. If I am buying a company that is going to become part of my empire, what sense does it make to take money away from that company (as an indemnity)?

The target isn't the one providing the indemnity. The seller provides the indemnity, the target's shareholders/parent company who you are buying the target off.

Also, you would want them to warrant that there is no pending litigation which they can obviously then disclose against to cover themselves that's why you also have an indemnity. That and claiming against an indemnity is easier than a breach of warranty and you don't need to show causation/remoteness etc.

 

[Sekani Wraith]

The seller provides the indemnity, the target's parents who you are buying the target off.

oooooh all this time I thought it was the target itself, this makes a lot more sense! Thank you!

 

[lawgeek_301]

Is Morgan Lewis still sending out phone interview invites? Hoping it wont be another week of radio silence lol

Don’t know, I had my telephone interview yesterday and was told that ACs start by the end of next week

 

[Mena M]

should i be nervous for the Baker McK VI?

 

[tk166]

Question for all the M&A heads here.

If you uncover an issue during due diligence that may potentially arise in the future, for example, a threat of litigation. Then from my understanding, one possible solution would be an indemnity. However, I said this in an AC and the partner challenged the solution and asked what the point would be to ask for an indemnity from a target company that you are acquiring, as that company will now become a subsidiary of your company which I hadn't thought about before. If I am buying a company that is going to become part of my empire, what sense does it make to take money away from that company (as an indemnity)?

I got asked a v similar question and I think in that case an escrow account would potentially be used to store a percentage of the money the seller gets until the threat is over?? I’m not 100% sure though

 

[GK8997]

Question for all the M&A heads here.

If you uncover an issue during due diligence that may potentially arise in the future, for example, a threat of litigation. Then from my understanding, one possible solution would be an indemnity. However, I said this in an AC and the partner challenged the solution and asked what the point would be to ask for an indemnity from a target company that you are acquiring, as that company will now become a subsidiary of your company which I hadn't thought about before. If I am buying a company that is going to become part of my empire, what sense does it make to take money away from that company (as an indemnity)?

Hiya, so in this scenario you would want an indemnity from the seller not the target company- this will mean that the selling company will be liable to pay the costs of litigation/ damages/ possibly even damage to reputation if it is included in the indemnity given rather than the target company.

 

[LeilaScott]

Don’t know, I had my telephone interview yesterday and was told that ACs start by the end of next week

oh yikes guess not then!

 

[moesha12]

should i be nervous for the Baker McK VI?

Nerves in excess are very unhelpful. Just try and relax beforehand and treat it like you would another interview by speaking clearly and with structure. There are only five questions and nothing too difficult. Competency, motivational and commercial. More than enough time to prep (45secs) and ample time to speak (90secs). Best of luck

 

[sibs23]

Would it be ok to apply for a paralegal role at a firm where I am still waiting to hear back from for a VS application? I'm worried it might come across that I lack focus in what I want, but I really like the firm and I am looking to get some experience to help get my foot in the door. There's nothing on the application form preventing me from applying for two roles.

 

[conniekatherine]

May be a bit late but I just did my Vinson & Elkins VI and can confirm you get to re-record your answers as many times as you want

 

[Mena M]

Nerves in excess are very unhelpful. Just try and relax beforehand and treat it like you would another interview by speaking clearly and with structure. There are only five questions and nothing too difficult. Competency, motivational and commercial. More than enough time to prep (45secs) and ample time to speak (90secs). Best of luck

Thank you for this! Question: are we able to move on to the next question once we're done speaking or must we wait if we finish early?