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Message: <blockquote data-quote="baileyjozef" data-source="post: 128573" data-attributes="member: 15443">Well done for getting invited to the AC stage - the application stage is really competitive so you’ve already done well!! I’ve copied in some tips I sent to a friend a while back and covers most of the things I think are important to consider in the interviews but just let me know if you’d like any more info (and apologies in advance for how long this reply is!)😁 Hope this helps! Case studies:<ul> <li data-xf-list-type="ul">These are usual based on a hypothetical M&A/banking/litigation scenario at the due diligence stage, so you will need to look through a bunch of information to essentially 'kick the tyres' of a target company for example. </li> <li data-xf-list-type="ul">To begin, you’ll have a preparation stage where you need to look through a large bundle of information and prepare a short presentation answering a number of questions given to you at the beginning of the bundle. These are meant to be really time pressured and it's really important to focus on answering all the questions in the brief rather than reading everything super-in depth! If they ask you something you're not sure of, it's okay to flick back through and answer - be level headed and address the issue calmly. </li> <li data-xf-list-type="ul">For case studies, I think the most important things to be are: solutions-focused, flexible and commercially aware</li> <li data-xf-list-type="ul">By 'solutions-focused' I just mean that when you pick up any issues, try to suggest how you might go about addressing it. It’s no use spotting a red flag without saying why it’s an issue and how it can be solved/used to the client’s advantage! <ul> <li data-xf-list-type="ul">For example, if there is a risk that key employees might leave after an acquisition, you might want to look at the possibility of using equity incentivisation to encourage them to stay for 'x' years after the transaction. </li> <li data-xf-list-type="ul">You might also find a mismatch in the sellers'/buyers' company valuations, so could suggest using an earn-out to pay the difference if the company meets an agreed performance target within 'x' years following the transaction. </li> </ul></li> <li data-xf-list-type="ul">Being flexible just means that you need to be open to new suggestions, fighting your corner if you need to, but also admitting when you are wrong/something else is a better option. <ul> <li data-xf-list-type="ul">As I mentioned above, it really helps to know that the interviewers aren't trying to catch you out. They want to see that you can reason sensibly and think on your feet when needed. </li> <li data-xf-list-type="ul">I misread a clause which the brief asked about (supplier had terminated the contract on this basis), to the effect that I bascially saw that a frustrating event occurred, so the whole contract was lawfully terminated. The interviewer walked me through and it actually turned out that further down, there were a number of provisions which meant that e.g. only the receiver could choose to terminate the contract. I acknowledged my previously incorrect position and changed accordingly. </li> </ul></li> <li data-xf-list-type="ul">In terms of commercial awareness, I would say that you don't need any super in-depth knowledge about e.g. the price of lithium/kg in the new Brazilian mine, but just an awareness and understanding of key issues which might affect the transaction (e.g. right now: cost-of-living/energy prices, Online Safety Bill, semiconductor shortages) and how they might affect it, e.g. might cause supply chain issues or more expensive operations -> all of which can be used as leverage to reduce/increase the asking price for a target company. </li> <li data-xf-list-type="ul">I recommend getting a basic understanding of company accounts e.g. what a balance sheet shows but don’t get too bogged down memorising all of the formulas if you can’t! At the end of the day we’re playing the role of a lawyer in the transaction, not the accountants. ( don’t take this as absolute gospel though!) </li> <li data-xf-list-type="ul">Some typical problems + solutions I researched beforehand:<ul> <li data-xf-list-type="ul">franchise agreements -> look further into contracts </li> <li data-xf-list-type="ul">Force majeur contracts -> more info. relied on before?</li> <li data-xf-list-type="ul">Market shares post-acquisition -> antitrust concerns? Due diligence into competition laws. </li> <li data-xf-list-type="ul">Bad press -> leverage for lower purchase price </li> <li data-xf-list-type="ul">Key employee wants to leave -> transition period? non-compete agreement? leverage? incentivisation?</li> <li data-xf-list-type="ul">Antitrust concerns/pre-existing litigation -> seek indemnities/warranties? seek conditions precedent saying transaction will not complete until proceedings/investigations have cleared</li> <li data-xf-list-type="ul">mismatch between seller & buyer valuations -> earn-outs/working capital adjustments?</li> </ul></li> <li data-xf-list-type="ul">Other things to be aware of during due diligence:<ul> <li data-xf-list-type="ul">Basic valuations e.g. market capitalisation/book value (this was actually already done for me on mine!)</li> <li data-xf-list-type="ul">General IP issues (transferability, ownership, litigation, encumbrances etc.)</li> <li data-xf-list-type="ul">Common solutions (warranties, indemnities, conditions precedent, earn-outs, share options, escrows)</li> <li data-xf-list-type="ul">Types of financing (equity, debt, private, public)</li> <li data-xf-list-type="ul">Cost-saving options (economies of scale, integrating supply chains, outsourcing etc.)</li> <li data-xf-list-type="ul">The process of an M&A transaction (watch: 'A&O: The Anatomy of a Deal')</li> <li data-xf-list-type="ul">M&A benefits (less competition, synergies, diversification etc.)</li> <li data-xf-list-type="ul">Leases (intended use, rent, maintenance, term)</li> <li data-xf-list-type="ul">Law teams involved in an M&A transaction and what they do (e.g. employment look at pension provisions & banking looks at financing)</li> <li data-xf-list-type="ul">Other key parties in M&A transactions (buyers, sellers, lenders, shareholders, regulators)</li> <li data-xf-list-type="ul">Pre-existing obligations/contracts (e.g. supply contracts, leases, machinery, IP)</li> </ul></li> <li data-xf-list-type="ul">Situational Interviews:<ul> <li data-xf-list-type="ul">For my assessment centre, I was given some scenarios e.g. 'a colleague has been making some mistakes?'. I would give my answer and then we would talk a bit more about e.g. would my response change if the colleague was more senior. I was then asked about a time where I had done something similar. </li> <li data-xf-list-type="ul">Finally, it’s a good idea to make sure you have something prepared in case you are asked the ‘why commercial law/A&O’-type questions! No idea if they do this for everyone but always good to be prepared. </li> </ul></li> </ul></blockquote>

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