Ask a Future Magic Circle (Allen & Overy) Trainee Anything!

[Anon08]

Hey everyone!

As some of you may know, I recently joined TCLA's Forum Team. Having used TCLA since I started applications back in 2019, this is such a wonderful opportunity to give back to a great platform and a wonderful community.

Just some background information about me:

• I am a final-year Philosophy student at the University of Warwick.
• I have had two first-year programmes: the CMS First Steps Scheme, and the Weil, Gotshal & Manges Fast Track Scheme.
• I have had two vacation schemes: Birdi & Bird, and Herbert Smith Freehills.
• I was offered two vacation schemes: CMS, and Weil, Gotshal & Manges.
• I accepted a (direct) training contract offer at Allen & Overy!

I was also lucky enough to have my mentorship programme, NVB Mentoring, become part of TCLA's Legal Accelerator, where I have helped candidates secure training contracts at Clifford Chance, Slaughter and May, and Linklaters, amongst others!

Please, ask me anything!

 

[Anon08]

Hey Neville! First of all, congratulations on your amazing achievements. Having begun my applications in November 2020, it has been such a steep learning curve.

I have a question about the case study element of law interviews. I reached the A&O Direct TC AC this year, but I didn't get the position. My post-interview feedback was that while my case study presentation was good, I didn't adequately address the 7/8 email points given. May I ask how you prepared for law case studies, and if you could point me to any resources that helped improve your performance? I have studied economics/business modules at university, have multiple commercial work experiences, and even did the TCLA M&A prep course, but I still feel like I am 'missing' something or that there is a disconnect when I am in the case study interview. Thanks so much!

Hey Edward,

Thank you very much - and great question!

Before I answer your question, I just want to say congratulations on reaching a final stage AC at an MC firm in your first cycle. As I am sure you are aware, it is really challenging just to get to that stage so it is a real achievement in itself! Additionally, A&O's case study is known to be one of the most challenging in the market, so I do empathise with your struggle with the assessment.

Now, with regards to case studies:

You will typically have 10 minutes (but sometimes 5 or 15 minutes) to give your presentation, with approximately 30-45 minutes preparation time prior.

Resultantly, structure is everything - you must have a structure prepared before your ACs. Yes, you do not have the exact case study, but you do have your reasoning abilities. Here is the generic structure I would use:

1. FACTS - lay out the fact pattern of the matter. Recap who the parties are (their names), what do they do (e.g. they are a textiles supplier), and what role/position they have in the transaction (e.g. the target). Naturally, you'll want to recap the transaction itself - who is (its normally an acquisition) acquiring who and why.
2. CHECKBOX INTERLUDE - after you have laid out the fact pattern, answer any questions in the brief that demand a factual answer. For example, the case study might ask you to do a calculation to work out the purchase price, or 'are the heads of terms legally binding?'. You can give straightforward 1-2 sentence answers on these and move forward with the rest of your presentation - you are making sure that the 'checkboxes' (in the form of the fact-based questions asked to you) are ticked.
3. ISSUES (+LAW+ANALYSIS)- now you get into the meat of your presentation. You will have had some questions in the brief that will prompt you to think about certain issues, and you will use your prep time to discover ones of your own. In this section, you want to apply your critical thinking, as well as any legal knowledge you have (either of legislation or of commercial/legal concepts). Discuss each issue in turn, making sure to definitely cover the ones prompted in the brief, as follows:
   1. State the issue as a headline (e.g. there are news articles which allege the target is engaged in bribery).
   2. Explain the issue in more detail (e.g. the article states that Mr Smith received £1,000,000 from an anonymous foreign donor).
   3. Explain why the issue is a problem (e.g. bribery is immoral, and if you're not a fan of Immanuel Kant, then it is illegal under the Bribery Act 2005).
   4. Explain how this relates to the matter (e.g. as legal advisors, we cannot, if the bribery is true, in good faith, recommend our client to acquire a business that is engaged in illegal activities - whilst the bribery might only be with regards to a director of the target, there might be other skeletons in the cupboard, etc. - also, it would indicate a rather precarious (and illegal) business model!).
   5. Suggest your solution/remedies/next steps (e.g. this must be investigated through more due diligence to uncover whether this bribery is really happening - and if it is happening, the suggestion might be that we suggest our client pulls the plug).
4. CONCLUSION - you want to summarise your arguments and provide a judgement (e.g. I do/do not recommend this transaction on grounds x, y, z). You might also want to suggest some next steps if there are some things you would want more information on/cleared up (e.g. I suggest that we double-check the target's accounts, and ask for more information from the target's directors, in order to ascertain why they have increased their capital expenditure by 500% last year compared to the year before.

You mention that you have taken some economics/business modules at uni, but I think it is just worth mentioning anyway that your commercial legal knowledge needs to be up to scratch. Commercial awareness is often understood as knowing about deals or current affairs - honestly, I have never been asked to discuss a news story in any of my interviews (DISCLAIMER: that does not mean you will not, and you should definitely keep up with the news, and so on!). Candidates often neglect to learn about commercial/legal concepts. Here is (an unexhaustive) list of things you should know about for case studies/general interview discussions:

1. Share purchase vs asset purchase
2. Equity financing vs debt financing
3. Structure of a SPA
4. Representations, warranties and indemnities (not just the differences, but when each should be used, and what they look like - e.g. a basket indemnity, or using an escrow)
5. EBITDA - what does it mean? How is it used?
6. Leverage - what is it? Why use it?
7. Corporate boardroom dynamics - share classes, minority shareholder rights, hostile takeovers vs recommended takeovers
8. Litigation vs Arbitration - New York Convention, Seat of Arbitration, and so on
9. Bribery (know it is illegal and immoral - Bribery Act 2005)
10. Discrimination (know it is illegal - Equal Pay Act 1970 & Equality Act 2010)

I am sure you can find all this information on TCLA, and there are a wealth of resources (both online and in print) for you to learn about such things.

I hope this helps, and please do feel free to ask follow-up questions!

 

[HorsesForCoursesNeighNeighNeigh]

Thanks @Neville Birdi that was incredibly helpful. I have my first AC next week and I'm from a non-law background so I think I have a lot to learn...

 

[Anon08]

Thanks @Neville Birdi that was incredibly helpful. I have my first AC next week and I'm from a non-law background so I think I have a lot to learn...

Good luck! If you have any questions, do feel free to ask!

 

[MrGGx]

Hey everyone!

As some of you may know, I recently joined TCLA's Forum Team. Having used TCLA since I started applications back in 2019, this is such a wonderful opportunity to give back to a great platform and a wonderful community.

Just some background information about me:

• I am a final-year Philosophy student at the University of Warwick.
• I have had two first-year programmes: the CMS First Steps Scheme, and the Weil, Gotshal & Manges Fast Track Scheme.
• I have had two vacation schemes: Birdi & Bird, and Herbert Smith Freehills.
• I was offered two vacation schemes: CMS, and Weil, Gotshal & Manges.
• I accepted a (direct) training contract offer at Allen & Overy!

I was also lucky enough to have my mentorship programme, NVB Mentoring, become part of TCLA's Legal Accelerator, where I have helped candidates secure training contracts at Clifford Chance, Slaughter and May, and Linklaters, amongst others!

Please, ask me anything!

Hello,

Thanks for this

I was just wondering if you'd have any key tips for non-law graduates when it comes to marketing yourself/standing out in cover letters and personal statements? I have a few unique non-law experiences but I'm not sure whether it should be more focused on relevant experience and legal interests?

 

[Anon08]

Hello,

Thanks for this

I was just wondering if you'd have any key tips for non-law graduates when it comes to marketing yourself/standing out in cover letters and personal statements? I have a few unique non-law experiences but I'm not sure whether it should be more focused on relevant experience and legal interests?

Hey! That's a great question, and I often wondered that whilst writing my applications.

Your degree discipline, most of the time, does not really come into it. Yes, you can use it to highlight a certain interest or certain developed skills (as I did regarding my Philosophy degree and formal logic), but for the most part, your work experiences will play a more dominant role in your applications/interviews.

Regarding your actual experiences, both legal and non-legal experiences are valid, although, naturally, it depends on the context. I used my non-law experiences of working as part of a gin distillery, writing for an undergraduate Philosophy magazine, and being a student consultant as part of Enactus Warwick. Additionally, I had legal experiences, including a week of informal work experience at Allen & Overy, and being part of the Warwick Law School's Vis Moot Team 2020. Consequently, I would recommend, if you can, to garner a mix - non-legal experiences can highlight your skills and abilities, whilst legal experiences highlight your understanding of the profession, your commitment to it, and elucidate your skills in a legal setting.

Even if you cannot garner any traditional legal experiences, you have to demonstrate a commitment to the career: become part of your university's law society, do some of the insight experience programmes on Forage, and try your hand at writing some commercial/legal articles - anything to show that, short of having a legal job, you are committed to the role and have an understanding of its demands.

When it comes to marketing yourself - look, if you have unique experiences, then great. I know some candidates who have done service in the military, set up their own businesses, and so on. If you have those experiences, wonderful. However, please do not feel like you have to have them. The crucial thing is that you write and talk about your experiences properly.

By way of example, I know of a candidate who doubted whether she should discuss her role in her university's Jazz Society - nonetheless, she did write and talk about it, and used the experience to demonstrate her organisational and teamwork skills. The discussion of her experience also sparked a friendly chat with her interviewer about her favourite jazz music, which allowed her to build a rapport with her interviewer. Now, she did get the offer, and I am sure it was down to more than that - but crucially, any experience can be valuable depending on how you leverage it.

So, in summary: write your cover letters/applications in a tight, structured manner. Do not feel like you have to stand out by way of having whacky experiences. You will stand out if you write clearly, concisely (I am fully aware of the irony!), and discuss your experiences with sincerity (by demonstrating introspection and personal growth). If you can, get legal experiences, but they are not the be-all and end-all. Remember, if you do get legal experience, you will still need to write and discuss them as sincerely as your non-legal experiences - they aren't a silver bullet!

I hope that helps!

 

[MrGGx]

Hey! That's a great question, and I often wondered that whilst writing my applications.

Your degree discipline, most of the time, does not really come into it. Yes, you can use it to highlight a certain interest or certain developed skills (as I did regarding my Philosophy degree and formal logic), but for the most part, your work experiences will play a more dominant role in your applications/interviews.

Regarding your actual experiences, both legal and non-legal experiences are valid, although, naturally, it depends on the context. I used my non-law experiences of working as part of a gin distillery, writing for an undergraduate Philosophy magazine, and being a student consultant as part of Enactus Warwick. Additionally, I had legal experiences, including a week of informal work experience at Allen & Overy, and being part of the Warwick Law School's Vis Moot Team 2020. Consequently, I would recommend, if you can, to garner a mix - non-legal experiences can highlight your skills and abilities, whilst legal experiences highlight your understanding of the profession, your commitment to it, and elucidate your skills in a legal setting.

Even if you cannot garner any traditional legal experiences, you have to demonstrate a commitment to the career: become part of your university's law society, do some of the insight experience programmes on Forage, and try your hand at writing some commercial/legal articles - anything to show that, short of having a legal job, you are committed to the role and have an understanding of its demands.

When it comes to marketing yourself - look, if you have unique experiences, then great. I know some candidates who have done service in the military, set up their own businesses, and so on. If you have those experiences, wonderful. However, please do not feel like you have to have them. The crucial thing is that you write and talk about your experiences properly.

By way of example, I know of a candidate who doubted whether she should discuss her role in her university's Jazz Society - nonetheless, she did write and talk about it, and used the experience to demonstrate her organisational and teamwork skills. The discussion of her experience also sparked a friendly chat with her interviewer about her favourite jazz music, which allowed her to build a rapport with her interviewer. Now, she did get the offer, and I am sure it was down to more than that - but crucially, any experience can be valuable depending on how you leverage it.

So, in summary: write your cover letters/applications in a tight, structured manner. Do not feel like you have to stand out by way of having whacky experiences. You will stand out if you write clearly, concisely (I am fully aware of the irony!), and discuss your experiences with sincerity (by demonstrating introspection and personal growth). If you can, get legal experiences, but they are not the be-all and end-all. Remember, if you do get legal experience, you will still need to write and discuss them as sincerely as your non-legal experiences - they aren't a silver bullet!

I hope that helps!

Thanks, this is really useful - I appreciate it.
When it comes to leveraging experiences etc, would you say the focus should be on the skills you got from it, or the specific interests it fosterered?

(I do appreciate that there can/probably should be an element of both, of course! I am just trying to work out whether it’s well received, in general, to form opinions and maybe go into a little depth about things that interest you)

Thanks again

 

[Anon08]

Thanks, this is really useful - I appreciate it.
When it comes to leveraging experiences etc, would you say the focus should be on the skills you got from it, or the specific interests it fosterered?

(I do appreciate that there can/probably should be an element of both, of course! I am just trying to work out whether it’s well received, in general, to form opinions and maybe go into a little depth about things that interest you)

Thanks again

I think it really depends on the context. If you are writing about/talking about an experience to elucidate a competency/competencies, then, naturally, the focus should be on the skills. However, of course you can, and should, in perhaps the R of your STAR structure, mention how it furthered an interest of yours!

If the question pertains to motivation, then I think it is important to focus more on the specific interests fostered. A basic chain of explanation could be:

My interest in [xyz] started from [abc] → to begin with, I explored this interest by [123] → whilst doing [123], I specifically enjoyed [456] → this further developed my interest in [xyz] (or something related to [xyz]), which then prompted me to do [789].

In this, you can definitely give your opinions, and it will be important to express what you thought about such experiences. Law firms don't want robotic candidates - they want to hear your opinions and evidence of sincere introspection and reflection!

I hope that helps!

 

[MrGGx]

I think it really depends on the context. If you are writing about/talking about an experience to elucidate a competency/competencies, then, naturally, the focus should be on the skills. However, of course you can, and should, in perhaps the R of your STAR structure, mention how it furthered an interest of yours!

If the question pertains to motivation, then I think it is important to focus more on the specific interests fostered. A basic chain of explanation could be:

My interest in [xyz] started from [abc] → to begin with, I explored this interest by [123] → whilst doing [123], I specifically enjoyed [456] → this further developed my interest in [xyz] (or something related to [xyz]), which then prompted me to do [789].

In this, you can definitely give your opinions, and it will be important to express what you thought about such experiences. Law firms don't want robotic candidates - they want to hear your opinions and evidence of sincere introspection and reflection!

I hope that helps!

Thanks for all of your helpful comments!

 

[Lisa Lowe]

Hey everyone!

As some of you may know, I recently joined TCLA's Forum Team. Having used TCLA since I started applications back in 2019, this is such a wonderful opportunity to give back to a great platform and a wonderful community.

Just some background information about me:

• I am a final-year Philosophy student at the University of Warwick.
• I have had two first-year programmes: the CMS First Steps Scheme, and the Weil, Gotshal & Manges Fast Track Scheme.
• I have had two vacation schemes: Birdi & Bird, and Herbert Smith Freehills.
• I was offered two vacation schemes: CMS, and Weil, Gotshal & Manges.
• I accepted a (direct) training contract offer at Allen & Overy!

I was also lucky enough to have my mentorship programme, NVB Mentoring, become part of TCLA's Legal Accelerator, where I have helped candidates secure training contracts at Clifford Chance, Slaughter and May, and Linklaters, amongst others!

Please, ask me anything!

Hi Neville, do you have advice for anyone participating in the CMS VS and are you able to share any details about your experiences with the firm?

 

[Anon08]

Hi Neville, do you have advice for anyone participating in the CMS VS and are you able to share any details about your experiences with the firm?

Hi Lisa - thanks for the question!

So, I was offered the CMS vacation scheme; however, I accepted my TC at A&O, so I won't be attending it this summer. Hence, I can't quite answer questions about the vacation scheme itself.

However, regarding CMS - I was on their First Steps scheme, so I can tell you a little bit about the firm.

The main USPs, that I could see, were:

1. Their corporate structure & number of international offices.
2. Their training - there is a lot of it, at all different levels!
3. Their approach to innovation/technology - their agile working environment with everything occurring in Microsoft products, the CMS equIP programme, their Modus performance framework, and so on.
4. Interesting split in practice areas - things like their ICE department.

Naturally, these are just bullet points so do research them further!

Overall, the firm seems like a really nice bunch of individuals. Everyone was really welcoming, and my trainee mentor (for the First Steps scheme) was genuinely one of the most lovely and helpful people!

As far as I'm aware, the CMS Academy has a really high conversion rate, and I think the main thing is to demonstrate technical ability (this seemed to be rewarded heavily in my AC), and a real enthusiasm for being at CMS/participating in its culture.

 

[MrGGx]

Hi Lisa - thanks for the question!

So, I was offered the CMS vacation scheme; however, I accepted my TC at A&O, so I won't be attending it this summer. Hence, I can't quite answer questions about the vacation scheme itself.

However, regarding CMS - I was on their First Steps scheme, so I can tell you a little bit about the firm.

The main USPs, that I could see, were:

1. Their corporate structure & number of international offices.
2. Their training - there is a lot of it, at all different levels!
3. Their approach to innovation/technology - their agile working environment with everything occurring in Microsoft products, the CMS equIP programme, their Modus performance framework, and so on.
4. Interesting split in practice areas - things like their ICE department.

Naturally, these are just bullet points so do research them further!

Overall, the firm seems like a really nice bunch of individuals. Everyone was really welcoming, and my trainee mentor (for the First Steps scheme) was genuinely one of the most lovely and helpful people!

As far as I'm aware, the CMS Academy has a really high conversion rate, and I think the main thing is to demonstrate technical ability (this seemed to be rewarded heavily in my AC), and a real enthusiasm for being at CMS/participating in its culture.

Could you elaborate on technical ability please? I find it difficult to know what is expected technically as a non-law student.

 

[Anon08]

Could you elaborate on technical ability please? I find it difficult to know what is expected technically as a non-law student.

Hey - yes, of course! I completely understand, and, as a non-law, this flummoxed me in the former half of my application days. Although even if you are a law student and are unfamiliar with the technical knowledge required - please do read on!

I'll answer this question as if addressing everyone, so I do apologise if this covers some stuff that you already know or is irrelevant, and so on.

Preamble (please read!)
So - first, consider the name of the career being pursued: commercial law. The 'commercial' comes first! Now, I know this might seem like a rather redundant statement, but what I would try and encourage candidates to consider is that this is as much of a corporate/commercial career as it is a legal one. Hence, your commercial knowledge needs to be up to scratch when it comes to applications/interviews and, dare I say it, your future career.

Now, most candidates recognise this and, to bulk up their 'commercial awareness', they read the Financial Times and Bloomberg. There is nothing wrong with this, and I encourage all candidates to do it - it is an essential part of preparation. However, in my opinion, this is not the core of 'commercial awareness' (or at least it is an indirect way of learning about and discussing the 'core'). Rather, the crux of commercial awareness, which I see is often neglected by candidates, is the technical aspect.

I'll get onto what the technical aspect is and how I recommend bolstering your technical ability; however, I wanted to include this preamble because it is essential to develop your mindset along this journey. I know the process can often feel like a box-ticking exercise; however, this will be your future career, so you should (if well-suited) grow to enjoy learning and developing your commercial knowledge, rather than just 'having the answers'. Arguably a growth mindset, more than anything, will be instrumental to your sustainable success, not just throughout the application process but also throughout your future career.

Expectation of Technical Ability
Okay, to start this section off: broadly speaking, law and non-law students will be treated equally - both sets of students will be expected to have roughly the same degrees of knowledge regarding commerce and legal practice. Law students, you might be grilled a little more on the academic legal aspects; however, such moments will be few and far between (normally done in the context of questions about one of the modules you have taken). Crucially, however, I want to highlight that non-law students (and law students, to be fair) are not off the hook!

Law firms expect you to have a 'basic' (the term is relative, I know!) knowledge of core commercial and legal concepts. Furthermore, you should be able to discuss current affairs and explain what commercial/legal concepts are at play within such affairs and what the outcomes are for law firms and their clients (where relevant). Here's the clincher - you cannot just have 'textbook' knowledge of these things. What I mean by that is you cannot simply just have abstract knowledge and regurgitate, 'an indemnity is [...]' - your knowledge should be interconnected, either through synoptic links or, even better, specific ones.

Summary of Expected Knowledge
I will now put down a few lists of things that I would expect candidates to know about - this is not an exhaustive list!. Note: this is my opinion - I may be completely off-track here; however, I'd like to think I have a small modicum of experience that lends even just a little credence to the following lists! (Also, the divides between what I deem legal knowledge and commercial knowledge are, for the most part arbitrary, they are just there to lend some structure to this section!)

Legal Knowledge

1. What are the four basic principles at play in the formation of a contract? (Intention, Consideration, Offer, Acceptance)
2. What is a SPA? Why would one have one? What crucial information is in one?
3. What clauses are typically in a SPA?
4. Representations, warranties and indemnities - what are they? What are the differences between them? When would you use each one? How would you deploy each one?
5. What is the process/anatomy of a generic acquisition, from start to finish?
6. What are the main types of dispute resolution? What are the differences between them? When would you use each one?
7. What is 'disclosure'? (There are two kinds: one in the context of a transaction, another in the context of disputes)
8. What is due diligence? What are the different 'types'? Why is each 'type' conducted? (e.g., financial due diligence)

Commercial Knowledge

1. Sale purchase vs Asset purchase
2. Debt finance vs Equity finance
3. Collateral/Security - what are they? What are the nuances between the two terms? What are the different types of security? Pros and cons of using security.
4. What happens when a company goes insolvent?
5. What are the commercial/economic drivers behind an acquisition?
6. What is leverage? Why use it in the context of an acquisition? (an iteration similar to point 2)
7. What is the 'process' (for want of a better word) of private equity? How do those who engage with private equity ensure their deals turn a profit?
8. How is a private fund structured? Why is it structured that way? What does it do?
9. What is a hostile takeover? Why do/not do it?
10. What are the basic rules on a public acquisition? (in particular, look at the 30% rule)
11. What rights can minority shareholders have? How can minority interests be protected?
12. What are golden shares?
13. What is EBITDA? Why is it important to know? When would you use it? (think valuations, and so on)

There is so much more I could list - if you want more, see https://www.thecorporatelawacademy.com/175-training-contract-interview-questions-2/ (see the commercial awareness section & the M&A section) and TCLA Premium's M&A Course! Furthermore, if even that is not enough, do have a look online, and you'll find a wealth of digital and printed material which covers this as well!

My final point will also be: please know what a trainee does in the main departments of a law firm. Unfortunately, the answer 'a trainee reviews documents' simply does not pass muster. Do your research and find out what exactly a trainee might be expected to do in, for example, Corporate/M&A, and then make sure you understand what those tasks are, what the deliverables that are being produced, and why all of this is being done. Law firms also want you to display knowledge of the role, why your role is important and how it fits into the overall process.

Right, I've gone on for too long - but I hope that helps! I know it might be overwhelming, but once you start to learn the fundamentals, all the rest 'clicks', and it becomes so much easier!

 

[LillyI1]

Hey Edward,

Thank you very much - and great question!

Before I answer your question, I just want to say congratulations on reaching a final stage AC at an MC firm in your first cycle. As I am sure you are aware, it is really challenging just to get to that stage so it is a real achievement in itself! Additionally, A&O's case study is known to be one of the most challenging in the market, so I do empathise with your struggle with the assessment.

Now, with regards to case studies:

You will typically have 10 minutes (but sometimes 5 or 15 minutes) to give your presentation, with approximately 30-45 minutes preparation time prior.

Resultantly, structure is everything - you must have a structure prepared before your ACs. Yes, you do not have the exact case study, but you do have your reasoning abilities. Here is the generic structure I would use:

1. FACTS - lay out the fact pattern of the matter. Recap who the parties are (their names), what do they do (e.g. they are a textiles supplier), and what role/position they have in the transaction (e.g. the target). Naturally, you'll want to recap the transaction itself - who is (its normally an acquisition) acquiring who and why.
2. CHECKBOX INTERLUDE - after you have laid out the fact pattern, answer any questions in the brief that demand a factual answer. For example, the case study might ask you to do a calculation to work out the purchase price, or 'are the heads of terms legally binding?'. You can give straightforward 1-2 sentence answers on these and move forward with the rest of your presentation - you are making sure that the 'checkboxes' (in the form of the fact-based questions asked to you) are ticked.
3. ISSUES (+LAW+ANALYSIS)- now you get into the meat of your presentation. You will have had some questions in the brief that will prompt you to think about certain issues, and you will use your prep time to discover ones of your own. In this section, you want to apply your critical thinking, as well as any legal knowledge you have (either of legislation or of commercial/legal concepts). Discuss each issue in turn, making sure to definitely cover the ones prompted in the brief, as follows:
   1. State the issue as a headline (e.g. there are news articles which allege the target is engaged in bribery).
   2. Explain the issue in more detail (e.g. the article states that Mr Smith received £1,000,000 from an anonymous foreign donor).
   3. Explain why the issue is a problem (e.g. bribery is immoral, and if you're not a fan of Immanuel Kant, then it is illegal under the Bribery Act 2005).
   4. Explain how this relates to the matter (e.g. as legal advisors, we cannot, if the bribery is true, in good faith, recommend our client to acquire a business that is engaged in illegal activities - whilst the bribery might only be with regards to a director of the target, there might be other skeletons in the cupboard, etc. - also, it would indicate a rather precarious (and illegal) business model!).
   5. Suggest your solution/remedies/next steps (e.g. this must be investigated through more due diligence to uncover whether this bribery is really happening - and if it is happening, the suggestion might be that we suggest our client pulls the plug).
4. CONCLUSION - you want to summarise your arguments and provide a judgement (e.g. I do/do not recommend this transaction on grounds x, y, z). You might also want to suggest some next steps if there are some things you would want more information on/cleared up (e.g. I suggest that we double-check the target's accounts, and ask for more information from the target's directors, in order to ascertain why they have increased their capital expenditure by 500% last year compared to the year before.

You mention that you have taken some economics/business modules at uni, but I think it is just worth mentioning anyway that your commercial legal knowledge needs to be up to scratch. Commercial awareness is often understood as knowing about deals or current affairs - honestly, I have never been asked to discuss a news story in any of my interviews (DISCLAIMER: that does not mean you will not, and you should definitely keep up with the news, and so on!). Candidates often neglect to learn about commercial/legal concepts. Here is (an unexhaustive) list of things you should know about for case studies/general interview discussions:

1. Share purchase vs asset purchase
2. Equity financing vs debt financing
3. Structure of a SPA
4. Representations, warranties and indemnities (not just the differences, but when each should be used, and what they look like - e.g. a basket indemnity, or using an escrow)
5. EBITDA - what does it mean? How is it used?
6. Leverage - what is it? Why use it?
7. Corporate boardroom dynamics - share classes, minority shareholder rights, hostile takeovers vs recommended takeovers
8. Litigation vs Arbitration - New York Convention, Seat of Arbitration, and so on
9. Bribery (know it is illegal and immoral - Bribery Act 2005)
10. Discrimination (know it is illegal - Equal Pay Act 1970 & Equality Act 2010)

I am sure you can find all this information on TCLA, and there are a wealth of resources (both online and in print) for you to learn about such things.

I hope this helps, and please do feel free to ask follow-up questions!

Hello Neville,
Thank you for this great overview.
Can you recommend any resources to learn about accounting basics (EBITDA etc)?

Thank you and congrats on your TC offer!

 

[Anon08]

Hello Neville,
Thank you for this great overview.
Can you recommend any resources to learn about accounting basics (EBITDA etc)?

Thank you and congrats on your TC offer!

Hey, you're welcome, and thank you!

Sure - so naturally, first, do make sure you look through TCLA Premium's courses; I think they're a fantastic introduction to some of the supporting commercial concepts!

Beyond that, I would recommend:

1. The 'Commercial Law Handbook' by Jake Schogger - a great introduction to all things commercial law, including basic accounting, and micro/macroeconomics (among other things!).
2. 'All You Need To Know About The City' by Christopher Stoakes - a well-known introduction to major financial/commercial concepts.
3. www.mergersandinquisitions.com - used by investment banking candidates; however, equally useful for those who are looking for an introduction and breakdown of core commercial/accounting concepts.
4. www.ecommercefuel.com/how-to-read-a-balance-sheet/ - an accessible walkthrough of how to read a balance sheet.
5. Online courses - do them, not for the certificate, but for the knowledge! These include Yale's Financial Market's course, Wharton's Corporate Finance course, and Lynda's Finance For Non-Financial Managers course.

I would also use Investopedia to look up any terms/concepts you have heard of/read about but don't fully understand - use the hyperlinks on each entry to navigate to other concepts that you don't get. This way you build a comprehensive understanding, and can't be caught out if someone presses you by saying 'Okay, but what does x really mean?'.

I hope that helps!

 

[Jaysen]

Hey - yes, of course! I completely understand, and, as a non-law, this flummoxed me in the former half of my application days. Although even if you are a law student and are unfamiliar with the technical knowledge required - please do read on!

I'll answer this question as if addressing everyone, so I do apologise if this covers some stuff that you already know or is irrelevant, and so on.

Preamble (please read!)
So - first, consider the name of the career being pursued: commercial law. The 'commercial' comes first! Now, I know this might seem like a rather redundant statement, but what I would try and encourage candidates to consider is that this is as much of a corporate/commercial career as it is a legal one. Hence, your commercial knowledge needs to be up to scratch when it comes to applications/interviews and, dare I say it, your future career.

Now, most candidates recognise this and, to bulk up their 'commercial awareness', they read the Financial Times and Bloomberg. There is nothing wrong with this, and I encourage all candidates to do it - it is an essential part of preparation. However, in my opinion, this is not the core of 'commercial awareness' (or at least it is an indirect way of learning about and discussing the 'core'). Rather, the crux of commercial awareness, which I see is often neglected by candidates, is the technical aspect.

I'll get onto what the technical aspect is and how I recommend bolstering your technical ability; however, I wanted to include this preamble because it is essential to develop your mindset along this journey. I know the process can often feel like a box-ticking exercise; however, this will be your future career, so you should (if well-suited) grow to enjoy learning and developing your commercial knowledge, rather than just 'having the answers'. Arguably a growth mindset, more than anything, will be instrumental to your sustainable success, not just throughout the application process but also throughout your future career.

Expectation of Technical Ability
Okay, to start this section off: broadly speaking, law and non-law students will be treated equally - both sets of students will be expected to have roughly the same degrees of knowledge regarding commerce and legal practice. Law students, you might be grilled a little more on the academic legal aspects; however, such moments will be few and far between (normally done in the context of questions about one of the modules you have taken). Crucially, however, I want to highlight that non-law students (and law students, to be fair) are not off the hook!

Law firms expect you to have a 'basic' (the term is relative, I know!) knowledge of core commercial and legal concepts. Furthermore, you should be able to discuss current affairs and explain what commercial/legal concepts are at play within such affairs and what the outcomes are for law firms and their clients (where relevant). Here's the clincher - you cannot just have 'textbook' knowledge of these things. What I mean by that is you cannot simply just have abstract knowledge and regurgitate, 'an indemnity is [...]' - your knowledge should be interconnected, either through synoptic links or, even better, specific ones.

Summary of Expected Knowledge
I will now put down a few lists of things that I would expect candidates to know about - this is not an exhaustive list!. Note: this is my opinion - I may be completely off-track here; however, I'd like to think I have a small modicum of experience that lends even just a little credence to the following lists! (Also, the divides between what I deem legal knowledge and commercial knowledge are, for the most part arbitrary, they are just there to lend some structure to this section!)

Legal Knowledge

1. What are the four basic principles at play in the formation of a contract? (Intention, Consideration, Offer, Acceptance)
2. What is a SPA? Why would one have one? What crucial information is in one?
3. What clauses are typically in a SPA?
4. Representations, warranties and indemnities - what are they? What are the differences between them? When would you use each one? How would you deploy each one?
5. What is the process/anatomy of a generic acquisition, from start to finish?
6. What are the main types of dispute resolution? What are the differences between them? When would you use each one?
7. What is 'disclosure'? (There are two kinds: one in the context of a transaction, another in the context of disputes)
8. What is due diligence? What are the different 'types'? Why is each 'type' conducted? (e.g., financial due diligence)

Commercial Knowledge

1. Sale purchase vs Asset purchase
2. Debt finance vs Equity finance
3. Collateral/Security - what are they? What are the nuances between the two terms? What are the different types of security? Pros and cons of using security.
4. What happens when a company goes insolvent?
5. What are the commercial/economic drivers behind an acquisition?
6. What is leverage? Why use it in the context of an acquisition? (an iteration similar to point 2)
7. What is the 'process' (for want of a better word) of private equity? How do those who engage with private equity ensure their deals turn a profit?
8. How is a private fund structured? Why is it structured that way? What does it do?
9. What is a hostile takeover? Why do/not do it?
10. What are the basic rules on a public acquisition? (in particular, look at the 30% rule)
11. What rights can minority shareholders have? How can minority interests be protected?
12. What are golden shares?
13. What is EBITDA? Why is it important to know? When would you use it? (think valuations, and so on)

There is so much more I could list - if you want more, see https://www.thecorporatelawacademy.com/175-training-contract-interview-questions-2/ (see the commercial awareness section & the M&A section) and TCLA Premium's M&A Course! Furthermore, if even that is not enough, do have a look online, and you'll find a wealth of digital and printed material which covers this as well!

My final point will also be: please know what a trainee does in the main departments of a law firm. Unfortunately, the answer 'a trainee reviews documents' simply does not pass muster. Do your research and find out what exactly a trainee might be expected to do in, for example, Corporate/M&A, and then make sure you understand what those tasks are, what the deliverables that are being produced, and why all of this is being done. Law firms also want you to display knowledge of the role, why your role is important and how it fits into the overall process.

Right, I've gone on for too long - but I hope that helps! I know it might be overwhelming, but once you start to learn the fundamentals, all the rest 'clicks', and it becomes so much easier!

Just giving this a bump to highlight the fantastic advice in this thread!

 

[Velikilawyer123]

Hey everyone!

As some of you may know, I recently joined TCLA's Forum Team. Having used TCLA since I started applications back in 2019, this is such a wonderful opportunity to give back to a great platform and a wonderful community.

Just some background information about me:

• I am a final-year Philosophy student at the University of Warwick.
• I have had two first-year programmes: the CMS First Steps Scheme, and the Weil, Gotshal & Manges Fast Track Scheme.
• I have had two vacation schemes: Birdi & Bird, and Herbert Smith Freehills.
• I was offered two vacation schemes: CMS, and Weil, Gotshal & Manges.
• I accepted a (direct) training contract offer at Allen & Overy!

I was also lucky enough to have my mentorship programme, NVB Mentoring, become part of TCLA's Legal Accelerator, where I have helped candidates secure training contracts at Clifford Chance, Slaughter and May, and Linklaters, amongst others!

Please, ask me anything!

Hi Neville, massive congrats on the TC with A&O, that's really a feat!

I've got a VS coming up with Herbert Smith Freehills, and I was wondering if there was any advice you might be able to share from your experience with the firm. Thanks!

 

[Anon08]

Hi Neville, massive congrats on the TC with A&O, that's really a feat!

I've got a VS coming up with Herbert Smith Freehills, and I was wondering if there was any advice you might be able to share from your experience with the firm. Thanks!

Hey - thank you very much!

So, first, I would really recommend you look at the HSF law firm profile which you can access via TCLA Premium. There's a load of useful information in there to help with your motivational answers, should you need to give any during your scheme. If nothing else, it is a really nice refresher!

Second, I would say that you should really throw yourself into the scheme. I know it is virtual, but everyone at HSF is really kind and keen to get you involved. Organise virtual coffees with individuals in your practice area team (on my scheme, everyone had already booked slots into my diary (in my first seat) when I arrived and each person was so excited to chat and get to know me!). Use these coffees to learn more about them, the practice area you're in, and, naturally, the wider firm.

Third, related to the above point, consider taking on some extra tasks if your supervisor says you should/allows you too. This is not a requirement, and by no means an obligation. It just so happened that in my first seat, my supervisor gave me some tasks but also said I could, if I wanted, go and ask others for work (which I did). Now, I am not going to say that you should take on extra work because it makes you look good, or you can show off, or anything like that. You should take on work because you want to (because you want to learn more, you like the area, etc.) and because you have capacity. Remember to check in with your supervisor and update them on your capacity - if you have too much work, don't be afraid to politely indicate you're at capacity (or even that you might need a little help!), and likewise, if you don't have enough work, you can mention it and they'll get some more tasks for you.

Fourth, ask graduate recruitment to speak to someone in a practice area you are interested in, but didn't get a chance to sit in (if applicable). If this applies to you, like it did for me regarding private equity and international arbitration, let GR know and they'll arrange a virtual coffee with a partner from that team. Again, like everything else, they are really friendly and are actually excited that a vacation scheme student cares enough to inquire after their department! So, if you do have multiple interests, make sure you let GR know and they'd be delighted to set up virtual coffees between you and lawyers from other practice areas.

Fifth, don't overthink it. The majority of your assessment for a training contract is conducted over the scheme via the work you produce and the feedback from your supervisor and trainee buddy. You will have a short TC interview at the end of the scheme but again, this makes up for a relatively small portion of the assessment and you really should not worry too much about it. Focus on producing high-quality work, being attentive to instructions and to detail, and relax - be happy, enjoy yourself, and get to know the teams at HSF. Honestly, the firm is a lovely bunch of individuals and their vacation scheme was 1) a thoroughly enjoyable experience and 2) a great developmental experience!

No doubt you'll be knackered by the end, but it is great fun! Furthermore, HSF are (and I mean this sincerely) so lovely, and this is just a chance for you to get to know them and for them to get to know you. Believe it or not, law firms have to convince you to like them as well!

I hope this helps and good luck!

 

[Velikilawyer123]

Hey - thank you very much!

So, first, I would really recommend you look at the HSF law firm profile which you can access via TCLA Premium. There's a load of useful information in there to help with your motivational answers, should you need to give any during your scheme. If nothing else, it is a really nice refresher!

Second, I would say that you should really throw yourself into the scheme. I know it is virtual, but everyone at HSF is really kind and keen to get you involved. Organise virtual coffees with individuals in your practice area team (on my scheme, everyone had already booked slots into my diary (in my first seat) when I arrived and each person was so excited to chat and get to know me!). Use these coffees to learn more about them, the practice area you're in, and, naturally, the wider firm.

Third, related to the above point, consider taking on some extra tasks if your supervisor says you should/allows you too. This is not a requirement, and by no means an obligation. It just so happened that in my first seat, my supervisor gave me some tasks but also said I could, if I wanted, go and ask others for work (which I did). Now, I am not going to say that you should take on extra work because it makes you look good, or you can show off, or anything like that. You should take on work because you want to (because you want to learn more, you like the area, etc.) and because you have capacity. Remember to check in with your supervisor and update them on your capacity - if you have too much work, don't be afraid to politely indicate you're at capacity (or even that you might need a little help!), and likewise, if you don't have enough work, you can mention it and they'll get some more tasks for you.

Fourth, ask graduate recruitment to speak to someone in a practice area you are interested in, but didn't get a chance to sit in (if applicable). If this applies to you, like it did for me regarding private equity and international arbitration, let GR know and they'll arrange a virtual coffee with a partner from that team. Again, like everything else, they are really friendly and are actually excited that a vacation scheme student cares enough to inquire after their department! So, if you do have multiple interests, make sure you let GR know and they'd be delighted to set up virtual coffees between you and lawyers from other practice areas.

Fifth, don't overthink it. The majority of your assessment for a training contract is conducted over the scheme via the work you produce and the feedback from your supervisor and trainee buddy. You will have a short TC interview at the end of the scheme but again, this makes up for a relatively small portion of the assessment and you really should not worry too much about it. Focus on producing high-quality work, being attentive to instructions and to detail, and relax - be happy, enjoy yourself, and get to know the teams at HSF. Honestly, the firm is a lovely bunch of individuals and their vacation scheme was 1) a thoroughly enjoyable experience and 2) a great developmental experience!

No doubt you'll be knackered by the end, but it is great fun! Furthermore, HSF are (and I mean this sincerely) so lovely, and this is just a chance for you to get to know them and for them to get to know you. Believe it or not, law firms have to convince you to like them as well!

I hope this helps and good luck!

Hi Neville, that's incredibly helpful, thank you so much for the detailed response! Yes it's definitely my impression as well that the firm is very friendly and pleasant to work at, and as long as you come across as pleasant, engaged, and interested you should do well at HSF!

It sounds like you completely nailed this vac scheme, great job! Out of curiosity, did you receive any feedback at the end regarding, e.g. what you could have done somewhat better, or do you know what others who didn't get the TC offer might have stumbled on during the scheme?

Thank you!

 

[Anon08]

Hi Neville, that's incredibly helpful, thank you so much for the detailed response! Yes it's definitely my impression as well that the firm is very friendly and pleasant to work at, and as long as you come across as pleasant, engaged, and interested you should do well at HSF!

It sounds like you completely nailed this vac scheme, great job! Out of curiosity, did you receive any feedback at the end regarding, e.g. what you could have done somewhat better, or do you know what others who didn't get the TC offer might have stumbled on during the scheme?

Thank you!

Thank you very much!

You receive feedback at the end of each of your seats, so I do have some.

In my first seat, I didn't get much in the way of feedback. I had completed a lot of work for a lot of different individuals who fed back to my supervisor, and our wash-up call was basically 'yep, completed everything well, everyone was really happy'. The only feedback was that one of the articles I was asked to write on 'soft opt-ins' (pertaining to data protection) was 'a little academic'. However, it was acknowledged that there wasn't really another way for me to do it considering the time frame and my position! Oh yes, I got feedback from a trainee on one piece of work who wanted slightly different information contained in the executive summary of the work I submitted to her - which was fair enough.

In my second seat, I got some thorough feedback - again, nigh all positive. One piece of feedback came from my trainee buddy who wanted an executive summary on the report he asked me to do, and wanted more detail on a certain section (to be honest, I had done executive summaries for all my other work, and I have no idea why I just didn't do it for this one - but it was a little wake-up call!). Nevertheless, my supervisor, in our wash-up meeting said the report was broadly fine and that there wasn't really a problem. 'Tomato-tomato' I guess. Otherwise, I was commended for my other work, asking appropriate, insightful questions at the right junctures, and generally just producing high-quality work, being (appropriately) curious, and, I guess, being nice to work with!

If I remember correctly, in my second seat, my supervisor also commented on my motivation and general competencies, saying that both areas were really strong. So do be aware that you aren't just assessed on your written work, it is about you as a whole!

As a side note - really engage with feedback, whether positive or negative. Don't take it personally (even if you don't think you did anything wrong!) and roll with it. Law firms are looking for trainees who will absorb feedback and quickly turn it into tangible improvement!

I hope that helps!