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Message: <blockquote data-quote="NatashaS98" data-source="post: 121361" data-attributes="member: 25015">Hi [USER=17670]@Crystal86[/USER] ! This is a great question! I’ll break this down into key headers. As you will see the legal is intricately tied to the commercial elements. There are also some broader concepts you might want to look into for an AC:How a deal works:Typically at an AC, you will presented with a case study where – either through written form, discussion or presentation – you may need to advise a fictitious client on a deal. This can very often be an M&A deal (although not all the time). In such instances, the firm is not specifically looking for you to reel off case law, but to be able to think through the following:<ul> <li data-xf-list-type="ul">Corporate: How do we buy a company? What are we buying – shares or assets? What’s the difference between the two? What are the advantages and disadvantages of one vs. the other?</li> <li data-xf-list-type="ul">Finance/banking: How do we fund the deal – debt or equity? If debt, do we issue bonds or loans?</li> <li data-xf-list-type="ul">Competition: Is this buying a competitor? Could it risk a monopoly/market abuse?</li> <li data-xf-list-type="ul">Litigation: Is the target company being sued?</li> </ul>Other additional factors and departments you may also want to consider are: real estate, tax, pensions and employment. Being able to take a case and understand the steps that were taken for the deal and why those steps were taken is what will give you that ‘commercial awareness’.Other themes that may be helpful to keep in mind include: the market price of the deal, how the business’s taxation should be organised, is the deal public or private, any IP issues, the capital structure of the deal, the affect this deal will have on the talent of the business (will this lead to an increase or decrease of individuals with significant talent and expertise as part of the business?) and any supply chain issues.How to ensure buyer protection:Very often, a Partner or Senior Associate interview might lead to you looking at a case study where you discuss a couple of the liabilities at hand and how to mitigate those. An awareness of how a commercial lawyer can contractually manage risk on behalf of their client is helpful here. You might think about exclusivity clauses, confidentiality clauses, warranties, indemnities, undertakings, non-solicit clauses, change of control clauses, an earnout clause and a non-compete agreement. These terms will be helpful to familiarise yourself with should you be presented with particular scenarios in a case study that might be liabilities. You might be asked how you would contractually manage such risks.Other helpful terms to keep in mind might be an entire agreement clause and a conditions precedent. You might also want to think about risk allocation in contracts: a retention of title clause (and how this protects both buyer and seller) as well as how force majeure clauses may free each party from liabilities.A knowledge on restrictions which may come in contracts such as articles of association and rights issues may also be helpful.All these terms may seem unfamiliar coming from a non-law background but can be familiarised through TCLA (see <a href="https://www.thecorporatelawacademy.com/guide/mergers" target="_blank">https://www.thecorporatelawacademy.com/guide/mergers</a>), a look at these terms’ definitions on Investopedia and Jake Schogger’s Commercial Law Handbook (which I highly recommend – it provides information on how commercial lawyers can help clients through M&A deals in a really bitesize and understandable way)Echoing Maria’s points, I would also recommend looking into how to protect clients in situations of insolvency and what leads to insolvency.Other points that are business-related and that are helpful to know about:Very often in a case study or group exercise, you may be presented with a document measuring the businesses’ financials. This is typically to assess those candidates who are truly business-savvy and aware of how to value a business. An awareness of what the following are: a balance sheet, an income statement, a cashflow statement, a discounted cashflow statement, ROCE and EBITDA, all help here. You can have a look at some financial statements online to familiarise yourself with these formats.Other ways to be prepared for an AC (from a legal and commercial knowledge standpoint)Ideally, you should be prepared to talk about:<ul> <li data-xf-list-type="ul">2 commercial stories that you are familiar with (these may be current affairs stories with a commercial implication). I would research these in advance of your AC and prepare your thoughts on both the legal and commercial implications of the commercial stories. This will demonstrate that you can think both legally and commercially about the issue (coming from a non-law background, you can think about different practice areas (e.g. IP, competition, litigation) and how perhaps this commercial story might present issues that fit within those practice areas)).</li> <li data-xf-list-type="ul">1 or 2 of the firm’s cases. Again, I would look at the case’s legal and commercial implications, so as to show that you are interested in both law and business.</li> <li data-xf-list-type="ul">Wider commercial stories:</li> <li data-xf-list-type="ul">Listening to the firm’s podcasts and reading some of the firm’s articles highlighted to me which commercial stories impacted the firm and its clients. I recommend listening to podcasts – they are conversational which makes it a lot easier to sometimes understand the business topic.</li> <li data-xf-list-type="ul">I also would regularly stay up to date with business news but took a targeted approach. I compiled a document and made bullet points of each business story I found interesting and what the implication was of that story. Usually, I would limit the description of that story to 4 sentences or so max. This was just to help me have a couple of examples I could draw on in a discussion, if I felt the business story I had read up on was relevant to the situation at hand.</li> </ul>Helpful case studies you might want to look at to prepare for an AC on TCLA include: <a href="https://www.thecorporatelawacademy.com/forum/threads/case-study-2-m-a-analysis.78/" target="_blank">https://www.thecorporatelawacademy.com/forum/threads/case-study-2-m-a-analysis.78/</a> and <a href="https://www.thecorporatelawacademy.com/forum/threads/definitive-guide-to-law-firm-case-studies-monday-article-series.3232" target="_blank">https://www.thecorporatelawacademy.com/forum/threads/definitive-guide-to-law-firm-case-studies-monday-article-series.3232</a>.</blockquote>

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