Hey, guys. Unfortunately, I won't be able to share CC specific advice since that'd be a violation of the TCLA policy. However, if you are a
TCLA Premium member, I'd recommend you to look at the previous interview questions and the experiences shared by those applicants. I don't remember the name of the course but it's definitely there.
Regarding general advice relating to case study interviews, I'll just paste my compilation of the best advice on the forum:
1. Start reading commercial news for ten minutes a day and be consistent. Strong candidates will support their points in case study interviews with real-life examples. so, if you recognise a competition concern in a case study you might want to reference something like the failed Sainsburys/Asda merger to substantiate and strengthen a point.
2. Look at the departments in law firms and understand what each of them does. This will allow you to go into the case study with a framework through which to think. If you remember about IP departments in law firms then your mind will trigger you to think about branding concerns or patents in a case study even if it is not explicit or obvious - this will show the interviewer you can think more broadly and beyond the scope of what is written if required. If you remember about disputes, then you might be better attuned if you read something which might subtly hint at a litigious claim.
3. Look at share vs asset purchases.
4. Look up the following and know what they are:
- warranties, indemnities and representations
- restrictive covenants i.e. non-compete and non-solicit clauses
- Look up what a non-disclosure agreement is and what heads of terms are.
5. Practise writing out diagrams that explain an M&A deal - try to have an understanding of the different parties, who they are, their motives and what type of transaction it is (i.e. share or asset) and how the transaction is being funded.
6. On the above, always consider what the motives are of each party - this is really important to show your understanding
7. keep your client's interests in mind - you will no doubt need to make a decision on this proposed deal - whether to advise for or against. Always remember you are acting in the interests of your client so try to balance the opportunity with risk and offer solutions. So many candidates can issue spot, but really strong candidates are those who can recognise issues and risks and advise the client as to how these might be mitigated.
8. Look up SWOT and PESTLE as these can offer you some more frameworks in which to structure your analysis and opinion whether the case study is written or presented. Always leave 7-10 mins to consider your structure and to make sure you have an opinion as this is crucial.
9. Don't forget to look at the price and any financials - they won't be too tricky but just try your best to weigh up whether you think the price seems reasonable/fair or not and whether there are any financial imbalances/issues you can spot.
10. The other thing is to look into and understand what law firm departments do and read into some of the thought leadership on law firms’ websites to understand the trends and developments in those departments.
11. Apply a clear structure in written assessments- This is essential to any successful written answer. You need to think about how you organise your information so that a client or lawyer can access the points they want to know quickly. This might include an executive summary highlighting your chosen answer at the beginning. It might also include the use of subheadings and short paragraphs to make your answer easy to read. As you go through your reading, skim through the information that doesn’t seem important (like background information) and focus on what you think seems relevant to the task (e.g. finances, legal issues, disputes etc.). If you have time, you can then go over the stuff you skimmed before. You might also find it helpful to use highlighters or tabs to mark the important pieces of information. This will save you time if you need to go back to these sections as you are writing. It’s important to check the form of your writing, such as who are you writing to and the purpose of your writing. You will be scored on your ability to correctly identify the addressee, as well as having an accurate form (e.g. a letter or a memorandum). No matter your intended target, it’s important to note that it’s not about writing as much information as you can. Rather, it’s about your ability to concisely explain the important issues. If you can identify and explain the issues in just one page, you will demonstrate to the recruiter that you are confident in this exercise.
13. It is essential that you adjust your presentation according to whether you are meant to be presenting to a lawyer or a client – essentially a layperson with some commercial, but little legal, acumen. If you’re pitching to a client, consider dropping the legal jargon and, instead, explain the issues you raise in plain English. If my interviewer was in character as a client, I would also typically check that they fully understood the point I had made before moving onto the next issue in my presentation. While this might seem patronising, considering that you know the ‘client’ is actually a lawyer who almost certainly knows far more than what you’re presenting them, it is important to show that you have good soft skills and a client-focused manner. A client wouldn’t like to be rushed through a presentation without knowing what was being said. At the end of the day, they’re paying a lot of money to understand the various issues at hand, so play up to that character as necessary. As an extension of this point, always try and explain the thought process/ logic behind your decisions and conclusions in your presentation.
14.
First of all, it is still vital to pitch your writing to the appropriate audience. If anything, it is even more important that, if writing for a client, you write in plain, accessible language and avoid all legal jargon. The reason for this is that, in an interview, a ‘client’ could always stop you to ask for clarification of a point where you have used inaccessible language; this is impossible with a letter.
Secondly, be as concise and straight-to-the-point as possible. Get straight to the issues you need to mention! I would typically include an Executive Summary at the start of my written exercise with 1 – 2 sentence bullet-point summaries of each key issue and solution/next steps before more fully exploring each of the issues thereunder. Similarly to an oral presentation, try and include some of the thought process/logic that’s gone into each conclusion – make sure to save this for the main paragraphs rather than the Executive Summary though!
Another key point to consider here, following on from the issue of pitching to the correct audience in your style of writing, is also to pitch your tone of writing correctly. If, for example, you are drafting an internal email to be sent to a partner, this may be slightly less formal in tone than a letter going to a client. Similarly, if the case study is based on, say, advising a client on a litigious matter, this is likely to be even more formal in tone and approach than advising them on a deal. Use all these different points to show your understanding of client needs and drafting skills.
15. Finally, and possibly the most important part of a written assessment, leave time to proofread! The last thing you want is a great response marred by a couple of silly grammatical or typographical errors.
Jessica’s Top Tips:
1. Think realistically about the time you are given to prepare and to “report” back (whether in an interview, a presentation or written format). These tasks are always given with a very strict time limit so think about what’s reasonable to do within that. Quality over quantity will generally win out. Do you want to be the person who identifies lots of things superficially and with no connection to other points, or do you want to be the person who is able to show depth of analysis in some areas?
2. Prioritise - linked to the above aspect of limited time, but also try to prioritise your points. There’s probably lots you could make, but some are likely to be more substantial, more urgent or more important than others. Your analysis or opinion of what’s more influential will probably be assessed.
3. Skim read or have a quick glance through all the information given to you first to try and gauge what information you have in front of you before you start to pull your ideas together. If you start to read through it meticulously from the start, you might end up realising something on the last page blows everything out of the water or changes another point considerably, effectively meaning you have to start from scratch.
4. Remember who your audience is. For instance, with a written response, sometimes you’ll be writing something for a partner, sometimes you will be writing for a client. They are very different audiences with very different perceptions of what is important, with very different levels of knowledge. Think carefully about who your audience is and what they might (or might not) already know.
5. Be solution focused! More often than not, once you have identified the issues interviewers will be looking to test your problem-solving skills either directly through the task itself or indirectly through follow up questions. Ultimately the role of a solicitor is to advise clients, so it is important that when you spot your problems, you consider proposals for solving them
6. Structure - Always include an executive summary of your conclusions/analysis/solutions at the beginning. Anyone that has little time to be reading through an entire document of details will want to get the information that is most important first and I think this holds true for any potential audience of the document you’re writing (partners, clients, associates etc.)
7. Reasoning - This is a tip geared particularly to case studies that have a discussion element. Even if you are unsure of the answers to any follow-up questions you might receive, the key thing is to demonstrate how you’ve come to the conclusion you have made. Really talk through every step of your thought process because even if the final answer is wrong, this is something that demonstrates the analytical skills that firms look for.
Final point – leave ten minutes at the end to proofread if it is a written task – this is vital.
How to structure your case study answers?
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QUESTION- I was wondering what would be the structure of a written task where I will need to advise on which company out of the 2 the client should acquire. I am just confused how to go about it. For example (TCLA case study 2) where you have to write a short report picking which company should the client merge/acquire.
Would it be like this:
Intro: The client is looking to buy a company in sector X, and there are two possible options. This report will showcase that Company 2 is a better fit as opposed to Company 1
Then would I go through like Company 1 - what pros it has - what cons it has - a conclusion (stating that company 1 is not good fit etc)
Then go through Company 2 - pros - cons - conclusion
Jaysen’s response-
I like your introduction - it's good to be clear about the company which you have identified. I think the rest of your approach sounds fine. You can either cover the pros and cons of each company
Personally, if you are choosing Company 2, I would prefer to see an answer that leads with their justification for Company 2 (just so I don't have to read about Company 1 first). I would also suggest spending more time discussing the pros and cons of Company 2, rather than Company 1 - so the weighting doesn't have to be equal.
When discussing the cons of Company 2, a strong answer would indicate why you would still choose to go ahead with this company, despite the cons you have identified.
If you are taking the pros and cons approach, I would also try to be evaluative when discussing Company 2, rather than simply listing out the pros and cons. For example, some issues are more important than others, and this is important to flag.
Finally, if you take this approach, I think the strongest answers are evaluative. In other words, you aren't just talking about the pros and cons of each company in isolation, but you are keeping in mind that the question wants you to choose one company over another (so a justification is necessary).
I'm a little wary of people going into case studies like this with 'frameworks' in mind (like Pestle). While they are useful to keep in mind, applying this too rigidly can lead to answers that aren't actually answering the question.
In the context of deciding between two companies, consider the following:
1. Barriers to Entry
Does any one company have high R&D costs, is any one company stronger in a particular region that is more difficult to enter because of local regulations/politics, experience - are the company's key executives staying on or are they looking to leave (does this mean you'd have to find more experienced hires post-acquisition)
2. Bargaining Power of Buyers
Does the product one company make have a USP over another (product differentiation means buyers are more likely to buy your product if it's something they cannot get anywhere else)? Does one company have brand loyalty programs in place that would/would not sway customers? How strong is the economic spending power of your target market? Are consumer habits/tastes changing in this particular area, how are each of the companies keeping up with that?
3. Bargaining power of suppliers
Is one company more horizontally integrated than the other (i.e. does it have it's own in house supplier capabilities), what are the range of supplier options available to each company (does one company have more distribution/supplier networks), are there any technological innovations that could be used to undercut high supplier costs?
4. Threat of substitute products
This ties in slightly to deciding which company has a product with a stronger USP but other things to consider include the price of the substitute and the quality of the substitute (does one company's product have an advantage over the other's in these respects)
5. Competition
Are there many competitors, relative size of the competitors and competitive positioning (are the companies a smaller competitor like an Aldi or Lidl or a large one like a Tesco or Sainsbury's - how would that affect your choice of company), potential for the industry to grow (is it a highly stagnant industry with many fixed long term players or is it a growing one with high investment interest and market interest - particularly important if the your client i.e. the company buying wants an exit strategy), is there room to undercut your competitors - if so how?
As I've said there's a lot more out there on this but I hope what I've set out gives you some pointers. I also really like the framework because there's a lot of scope for you to bring in your own topical commercial awareness.
The only other thing I'd advise is to avoid the pros and cons structure you mentioned. It can be a far too simplistic way of analysing a case study and if you think about it, most people can pick out the pros and cons themselves pretty easily. What you'd need to demonstrate is the ability to tie those pros and cons into your wider reasons for choosing that particular company (i.e. the key themes for your choice - as Jaysen has said this is harder to do but shows more analytical ability I think) and ideally balance out any cons within your choice with some additional arguments or solutions that makes that choice the right one anyway.
