Hi all, please see below the third of my Monday Article Series! This week is my definitive guide to case studies. It's a long one - you might want to go get a coffee and settle in!
Introduction
This week’s Monday Article will cover how to approach law firm case studies, one of the most intimidating parts of the Assessment Centre (this was certainly the case for me!). We will first go over a mock case study scenario and then consider some points of technique for approaching the task when you’re first handed the document pack. Thereafter, we will break down the example case study and detail the approach I took to organise my thoughts and group together issues and solutions.
Afterwards, we will look at how we would structure our answer for either a written assessment or a subsequent case study interview. Finally, we’ll conclude with some top tips from the fantastic TCLA team!
Note, we won’t be examining how to excel in the case study interview, or in wider drafting tasks, today. This article will cover up to the point of structuring your response for the interview or drafting the letter/ email to whomever you have been asked to send it.
Case studies are designed to test a variety of skills, including your ability to interpret and analyse large amounts of information. Depending on the format of assessment (i.e., written or presented interview), your drafting or presentation skills may be tested. Interview-style assessments also test your ability to think on your feet and respond to stressful situations where you may not always know the answer. Case studies are also an opportunity for you to demonstrate that you understand the work that commercial law firms undertake and how they may advise clients.
Mock Scenario
Note: as part of this mock cast study, we have drafted certain contract provisions. These have been greatly simplified for the purposes of this exercise, so will probably look a little different to ones you might see in real assessments!
Background:
You are a third-seat trainee sitting in M&A at Lawyer McLawface LLP, a large, London-based commercial law firm with international offices in most major European cities as well as satellite offices in New York and San Francisco. It is early on a Monday morning; you’ve just finished your second coffee of the day and are getting ready to go about your usual Monday routine when Jaysen, a Partner from your department, knocks on your door:
“Hey- hope you had a nice weekend. Listen, we’ve just been instructed by a regular client on a potential acquisition. I’m really busy, so I don’t have time to fully brief you, but I want you on the deal team after you did so well on that big deal last month. Can you take charge of some initial due diligence for me? Just to pick up on any major issues to flag at a meeting with the client later. It’s urgent and needs to be completed in the next hour while I’m in this meeting. I’ve printed everything you’ll need.”
No sooner has Jaysen handed you the document pack than he has turned around and hurried along the corridor to a meeting about another on-going deal that’s been challenged by the CMA. Your training principal, who overheard the conversation, has allowed you to delay the work you were doing for them to let you work on this new task.
You open the document pack and establish that the client is KoffeeKulture (‘KK’), a large coffee chain known for their high-quality, ethically sourced coffee. In fact, you just finished one of their signature Orange Mocha Frappuccinos. They are an extremely well-established brand with approximately 25,000 stores and a large market share across the UK and Western Europe. Around 7,000 stores are owned and 18,000 are franchises. They have begun to engage in discussions with Jacob’s Juices (‘JJ’), a newer, but rapidly growing, smoothie and juice chain. JJ has around 12,000 stores across the UK and North America.
JJ has supplied your client with a document containing mostly background information about the company, as well as an extract from a key contract with its main supplier, FruitsRUs. These documents, as well as a recent news article about JJ, and a short note from KK’s Global Managing Director, John Koffman, comprise the document pack which Jaysen gave you.
Document 1: Background information
“To whom this may concern,
This document has been drafted for and on behalf of Jacob’s Juices Worldwide Ltd (‘us’/‘we’). It is to be viewed only by its intended recipients, namely, KoffeeKulture Senior Management, legal counsel and any external law firm instructed on the matter. We undertake that any information is true to the fullest extent of our knowledge, although no information contained herein shall form the basis or any part of a sale and nothing contained herein shall be considered a guarantee, warranty or indemnity.
Jacob M launched our flagship Juice Bar in Farringdon, London in 2012. He used personal savings as well as money given to him by his uncle and his grandmother to launch the first venue. The venue was a great success and, in 2013, he launched two more Juice Bars, in the Spitalfields and Clerkenwell areas of London respectively. In 2015, by this time with ten Juice Bars around London and the South East, we came to the attention of Private Equity firm InvestLDN, and, after negotiations, they purchased 50% of the equity in the company. Our current shareholder stakes are as follows:
Jacob is currently our global Managing Director and remains very active in the daily running of the business- it’s not uncommon for him to be seen working at our original Farringdon location if he has a quiet day (our HQ is just a few minutes away). Jacob is a major part of our brand’s image and ongoing success, but he is looking to start a new venture and, thus, is interested in selling his shares in the company and standing down as MD.
InvestLDN are now looking to sell their stake in the company to realise their investment. Alice has said that she would be happy to also sell her stake in the company, but Daniel is adamant that he wants to hold onto his share for the foreseeable future. There have been rumours within the senior management that Alice is on the foothills of dementia.
In terms of our global position, we currently have around 12,000 stores worldwide with around 2,500 in the UK, 6,500 in the USA (almost entirely on the East Coast) and 3,000 in Canada. We do not currently have a market presence in mainland Europe, although some recent market research we undertook would indicate that our products and brand would be well received in France, Italy, Spain and Germany. All of our stores are brand-owned, though we were developing a franchise model before these discussions started. We had hoped to launch this franchise model by late 2021 or 2022. Each country’s branches are technically under separate legal ownership- “JJ UK”, “JJ USA”, and “JJ Canada” respectively- but they’re all 100% owned by us.
We have commercial rental agreements in place for all of our Juice Bars and the HQ office in Farringdon, but we have mortgages on our commercial processing plants in Luton, Delaware and Ontario.
Our main produce provider for the UK, FruitsRUs, sources much of the produce from Europe and South America. They have recently raised some concerns surrounding importing produce to the UK post-Brexit, but we are confident that there shouldn’t be any issues. On that note, our contract with them is on a two-year rolling basis. The current two-year period ends on 31st March 2021.
Please feel free to reach out for any further information.”
Document 2: Extracts from contract between Jacob’s Juices and FruitsRUs
“2.1: Change of Control
3.7: Termination
4.3: Force Majeure
5.1: Dispute Resolution
Document 3: Extract from a recent newspaper article (dated 12/1/2020)
“…the TCLA Times can report that Jacob’s Juices has allegedly been accused of causing a customer to have a severe allergic reaction after failing to label one of its signature smoothies appropriately at one of its London locations. The customer is alleged to have gone into anaphylactic shock and required an ambulance after nut-based products were not properly identified as an ingredient in one of the brand’s drinks. The wife of the customer, who is said to be in intensive care in hospital, was heard screaming “This isn’t over! I’ll sue this company until it’s bankrupt!” during the incident. It is unclear whether legal action has commenced.
That’s not all that the global drinks chain has had to deal with recently, with reports that a small, rival smoothie chain in the UK has alleged that Jacob’s Juices stole its recipes during its early days, using a disgruntled ex-employee to obtain copies. It recently released a statement saying that it would use the “full force of the law” to see that “justice was done to prevent small companies being taken advantage of by global chains”.
Jacob’s Juices have been approached for comment on both matters but have thus far refused.”
Document 4: Note from KK Managing Director, John Koffman
“… about this proposed acquisition of Jacob’s Juices, I just wanted to make a few points clear:
Please complete the due diligence (further research into and analysis of the legal and commercial implications of the information contained within the four preceding documents) that Jaysen has asked you to. You will have 60 minutes. Please pay particular attention to the points raised by John Koffman, as well as any other issues which you feel it is important to raise.
Please be ready to present your findings to the client at the meeting in an hour [OR] Please draft a letter to the client to present your findings.
Points of Technique
It can be extremely intimidating when you’re first presented with the document pack. There is often a mass of information and it can be hard to know where to start. When I approached these tasks, I tended to go through a few routine steps before I started my substantive preparations. Here are some of the things you might wish to consider:
Organising your thoughts
After you’ve made your initial plans and have a broad understanding of the key issues and parties, it is time to start more substantive preparations. One technique I was taught, which I continue to use even outside of case study scenarios, is to draw a diagram. Using a diagram to identify key parties, their relationships to one another, and also to identify which key issues are linked to each party gives an easy-to-reference visual representation of issues which are at the core of the scenario. They can also be expanded to add information as you continue to read through the scenario in more detail and identify new issues. The diagram will become the ‘hub’ from which you can develop the framework of your response depending on the type of assessment.
When drawing your diagram, the first step is to map in the key parties (stakeholders) and their relationships to one another. Below, you’ll see the first stage of my diagram for the above scenario – this will continue to grow as we go through the scenario in more depth.
As you can see, we have identified key stakeholders in the first ‘phase’ of our diagram, as well as the relationships which they have to one another. In this case, these are:
By now, you will have a broad understanding of the content of each document. It is still worthwhile, however, to go back in and re-read all the information you’ve been given, this time paying more attention to particular items. It’s important to highlight and annotate information as and when you recognise it is relevant- there are various different ways you could approach this, for example:
In no particular order (we’ll cover that later), below are a selection of the legal and commercial issues that are present in the above case study example, as well as detail about whether we can provide a solution or if we need more information. Before you read them, though, try going back to see how many you can pick out yourself. Remember that we’ll break down almost every possible issue that could be pulled from this scenario. In a real, timed, case study, it is highly unlikely that you’ll be able to identify every single possible issue. In the next section, we’ll discuss prioritising the different issues you manage to identify, but, for now, these issues are all things which you might expect to pop up in a case study.
Note, if a Practice Area block is left blank, this is an issue that would be covered by the Deal Team, i.e., the team in M&A who would lead the transaction from start to finish (in the case study, this is the team that you are a part of, headed up by Jaysen, the partner).
Now that we’ve identified all the relevant issues and potential solutions, let’s see how our diagram has developed with the advent of these new issues being added. New information has all been added in brown ink, with relevant departments noted in black (DT denotes any area that the Deal Team would take charge of):
Before we go any further, though, I want to highlight a few key considerations based on what we pulled out from the case study in the table above:
Because case study exercises are timed in such a way as to never quite give you enough time to do all the work you would like to, it is imperative to prioritise key issues so that you’re presenting the most important issues first. The reason for this is that clients, or a Partner heading into a meeting with a client, needs to know the more important issues before they are concerned with smaller, more extraneous matters. It is also very important to present either a solution or next steps in relation to each issue you raise; at the end of the day, it is a commercial solicitor’s job to find solutions to clients’ challenges, so it’s important that you show this in assessment.
In my experience, I tended to find that I only ever had time to list the 6 – 8 most important issues when either drafting a letter to a client or preparing for the subsequent interview. When identifying key issues, these don’t have to be all legal or all commercial; in any event, there is often some amount of overlap between them anyway. The key thing to think about when deciding whether an issue is essential or more extraneous is what impact it could have on the deal. If an issue has the potential to stall the deal or is something which is of substantial importance to your client, it would be considered a key issue. If, on the other hand, an issue is unlikely to pose any major challenge and is not of particular importance to your client, it would be considered more extraneous and, so, less important to raise. If your document pack/ task has included particular item of importance, these are things which it is essential to bring up in the letter/ presentation. In this example, we might consider four such points:
There are several factors to consider when structuring a case study response in anticipation of an interview. The first thing to consider is the structure: often, a case study interview will be structured as a presentation and subsequent interview. This presentation may be 10 – 15 minutes and involve you presenting your initial points to the assessor, usually a partner at the firm. Sometimes, the partner will be ‘in character’ as a client, so you must pitch your presentation to the client, and sometimes they won’t, so you’ll pitch it to the partner as such. The firm will almost invariably advise you what the case will be before you go into the room.
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-focussed 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.
When I had to prepare for an oral presentation, I would typically switch away from my diagram and spend the last ten minutes or so of the preparation time writing a bullet point list with the key issues, and next steps/solutions, I planned to raise during the presentation. I would set this out in the same way that the key issues are identified above.
If I had time, I would quickly jot down some of the more extraneous issues in case I had time to discuss them, or for when I was then questioned on them. In my experience, you’re generally allowed to take all your notes into the interview with you, so I would always take my diagram and, if a point came up which I hadn’t subsequently noted on my bullet point list, I could consult this before giving a response. Check on the day whether this is permitted, though, so you know how reliant you will be on whatever materials you are permitted to take in with you.
Structuring your response for a written assessment
Although preparing a letter for a client, or emailing a partner, might seem starkly different to preparing for an interview, much of the same logic and approach apply.
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, and this goes for all legal drafting irrespective of the intended audience, be as concise and straight-to-the-point as possible. Lawyers and high-flying clients are exceptionally busy people and, as such, they don’t have time to read a long-winded introductory paragraph full of niceties and waffle. You almost certainly don’t have time to write it, either. 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. This shows a good understanding of the needs of those who are likely to read the letter, for example, they might only have time to scan over key points walking between meetings and need a very brief outline of key points. It also shows good drafting skills. 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.
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.
Top Tips from the TCLA team
Jessica’s Top Tips:
Alice’s Top Tips:
That’s all for our biggest yet Monday Article! I hope you've enjoyed reading my Definitive Guide to Case Studies and that you'll find it helpful in coming assessment days! This was the third in a four-part series, please feel free to post or DM me with ideas for the next article and, as always, follow up with any questions in the thread below.
Introduction
This week’s Monday Article will cover how to approach law firm case studies, one of the most intimidating parts of the Assessment Centre (this was certainly the case for me!). We will first go over a mock case study scenario and then consider some points of technique for approaching the task when you’re first handed the document pack. Thereafter, we will break down the example case study and detail the approach I took to organise my thoughts and group together issues and solutions.
Afterwards, we will look at how we would structure our answer for either a written assessment or a subsequent case study interview. Finally, we’ll conclude with some top tips from the fantastic TCLA team!
Note, we won’t be examining how to excel in the case study interview, or in wider drafting tasks, today. This article will cover up to the point of structuring your response for the interview or drafting the letter/ email to whomever you have been asked to send it.
Case studies are designed to test a variety of skills, including your ability to interpret and analyse large amounts of information. Depending on the format of assessment (i.e., written or presented interview), your drafting or presentation skills may be tested. Interview-style assessments also test your ability to think on your feet and respond to stressful situations where you may not always know the answer. Case studies are also an opportunity for you to demonstrate that you understand the work that commercial law firms undertake and how they may advise clients.
Mock Scenario
Note: as part of this mock cast study, we have drafted certain contract provisions. These have been greatly simplified for the purposes of this exercise, so will probably look a little different to ones you might see in real assessments!
Background:
You are a third-seat trainee sitting in M&A at Lawyer McLawface LLP, a large, London-based commercial law firm with international offices in most major European cities as well as satellite offices in New York and San Francisco. It is early on a Monday morning; you’ve just finished your second coffee of the day and are getting ready to go about your usual Monday routine when Jaysen, a Partner from your department, knocks on your door:
“Hey- hope you had a nice weekend. Listen, we’ve just been instructed by a regular client on a potential acquisition. I’m really busy, so I don’t have time to fully brief you, but I want you on the deal team after you did so well on that big deal last month. Can you take charge of some initial due diligence for me? Just to pick up on any major issues to flag at a meeting with the client later. It’s urgent and needs to be completed in the next hour while I’m in this meeting. I’ve printed everything you’ll need.”
No sooner has Jaysen handed you the document pack than he has turned around and hurried along the corridor to a meeting about another on-going deal that’s been challenged by the CMA. Your training principal, who overheard the conversation, has allowed you to delay the work you were doing for them to let you work on this new task.
You open the document pack and establish that the client is KoffeeKulture (‘KK’), a large coffee chain known for their high-quality, ethically sourced coffee. In fact, you just finished one of their signature Orange Mocha Frappuccinos. They are an extremely well-established brand with approximately 25,000 stores and a large market share across the UK and Western Europe. Around 7,000 stores are owned and 18,000 are franchises. They have begun to engage in discussions with Jacob’s Juices (‘JJ’), a newer, but rapidly growing, smoothie and juice chain. JJ has around 12,000 stores across the UK and North America.
JJ has supplied your client with a document containing mostly background information about the company, as well as an extract from a key contract with its main supplier, FruitsRUs. These documents, as well as a recent news article about JJ, and a short note from KK’s Global Managing Director, John Koffman, comprise the document pack which Jaysen gave you.
Document 1: Background information
“To whom this may concern,
This document has been drafted for and on behalf of Jacob’s Juices Worldwide Ltd (‘us’/‘we’). It is to be viewed only by its intended recipients, namely, KoffeeKulture Senior Management, legal counsel and any external law firm instructed on the matter. We undertake that any information is true to the fullest extent of our knowledge, although no information contained herein shall form the basis or any part of a sale and nothing contained herein shall be considered a guarantee, warranty or indemnity.
Jacob M launched our flagship Juice Bar in Farringdon, London in 2012. He used personal savings as well as money given to him by his uncle and his grandmother to launch the first venue. The venue was a great success and, in 2013, he launched two more Juice Bars, in the Spitalfields and Clerkenwell areas of London respectively. In 2015, by this time with ten Juice Bars around London and the South East, we came to the attention of Private Equity firm InvestLDN, and, after negotiations, they purchased 50% of the equity in the company. Our current shareholder stakes are as follows:
- InvestLDN: 50%
- Jacob M: 40%
- Alice G (Jacob’s grandmother): 6%
- Daniel B (Jacob’s uncle): 4%
Jacob is currently our global Managing Director and remains very active in the daily running of the business- it’s not uncommon for him to be seen working at our original Farringdon location if he has a quiet day (our HQ is just a few minutes away). Jacob is a major part of our brand’s image and ongoing success, but he is looking to start a new venture and, thus, is interested in selling his shares in the company and standing down as MD.
InvestLDN are now looking to sell their stake in the company to realise their investment. Alice has said that she would be happy to also sell her stake in the company, but Daniel is adamant that he wants to hold onto his share for the foreseeable future. There have been rumours within the senior management that Alice is on the foothills of dementia.
In terms of our global position, we currently have around 12,000 stores worldwide with around 2,500 in the UK, 6,500 in the USA (almost entirely on the East Coast) and 3,000 in Canada. We do not currently have a market presence in mainland Europe, although some recent market research we undertook would indicate that our products and brand would be well received in France, Italy, Spain and Germany. All of our stores are brand-owned, though we were developing a franchise model before these discussions started. We had hoped to launch this franchise model by late 2021 or 2022. Each country’s branches are technically under separate legal ownership- “JJ UK”, “JJ USA”, and “JJ Canada” respectively- but they’re all 100% owned by us.
We have commercial rental agreements in place for all of our Juice Bars and the HQ office in Farringdon, but we have mortgages on our commercial processing plants in Luton, Delaware and Ontario.
Our main produce provider for the UK, FruitsRUs, sources much of the produce from Europe and South America. They have recently raised some concerns surrounding importing produce to the UK post-Brexit, but we are confident that there shouldn’t be any issues. On that note, our contract with them is on a two-year rolling basis. The current two-year period ends on 31st March 2021.
Please feel free to reach out for any further information.”
Document 2: Extracts from contract between Jacob’s Juices and FruitsRUs
“2.1: Change of Control
FruitsRUs may, in the event of the sale of more than 50% of Jacob’s Juices Worldwide’s shares, terminate with immediate effect, or re-negotiate any terms of, this contract without committing a breach thereof. FruitsRUs must be notified of any sale before it occurs.
3.7: Termination
In order to terminate this contract, Jacob’s Juices must provide a minimum of 90 working days’ written notice to FruitsRUs. FruitsRUs must provide a minimum of 60 days’ notice to JJ for the same.
4.3: Force Majeure
FruitsRUs may, in the event of a force majeure event, terminate the contract without committing a breach thereof.
5.1: Dispute Resolution
In the event of a dispute arising under this contract, both parties submit to the jurisdiction and laws of Luxembourg.”
Document 3: Extract from a recent newspaper article (dated 12/1/2020)
“…the TCLA Times can report that Jacob’s Juices has allegedly been accused of causing a customer to have a severe allergic reaction after failing to label one of its signature smoothies appropriately at one of its London locations. The customer is alleged to have gone into anaphylactic shock and required an ambulance after nut-based products were not properly identified as an ingredient in one of the brand’s drinks. The wife of the customer, who is said to be in intensive care in hospital, was heard screaming “This isn’t over! I’ll sue this company until it’s bankrupt!” during the incident. It is unclear whether legal action has commenced.
That’s not all that the global drinks chain has had to deal with recently, with reports that a small, rival smoothie chain in the UK has alleged that Jacob’s Juices stole its recipes during its early days, using a disgruntled ex-employee to obtain copies. It recently released a statement saying that it would use the “full force of the law” to see that “justice was done to prevent small companies being taken advantage of by global chains”.
Jacob’s Juices have been approached for comment on both matters but have thus far refused.”
Document 4: Note from KK Managing Director, John Koffman
“… about this proposed acquisition of Jacob’s Juices, I just wanted to make a few points clear:
- We absolutely want 100% ownership; we won’t settle for anything less.
- We don’t want the hassle of having to set up new supply lines for their existing locations, we’re keen to more or less pick up all their suppliers.
- We haven’t been told how much they want for the business yet, but ideally, we don’t want to pay much more than £850mn
- We want Jacob to stay on with a public-facing role in the company - he’s a major part of the brand and we don’t to lose him.”
Please complete the due diligence (further research into and analysis of the legal and commercial implications of the information contained within the four preceding documents) that Jaysen has asked you to. You will have 60 minutes. Please pay particular attention to the points raised by John Koffman, as well as any other issues which you feel it is important to raise.
Please be ready to present your findings to the client at the meeting in an hour [OR] Please draft a letter to the client to present your findings.
Points of Technique
It can be extremely intimidating when you’re first presented with the document pack. There is often a mass of information and it can be hard to know where to start. When I approached these tasks, I tended to go through a few routine steps before I started my substantive preparations. Here are some of the things you might wish to consider:
- For in-person assessment centres, if you’re wearing a wristwatch, take it off and put it somewhere you can see it at a glance to keep time. If you’re completing your assessment centre virtually, make sure there is an accurate clock somewhere that you can see at a glance for the same purpose.
- Spread all the documents in pack across your workspace with a notepad/ whatever you’ll be using for notes in the middle, where you can easily use it. This mitigates the chances of accidentally missing a document if you have them all in one profile.
- Locate whatever document in the file contains the key issues you are asked to cover and make a note of, or highlight, these so you can easily make reference to them.
- Take a few minutes to make a plan. Skim read the information you’ve been given to get a solid handle on key facts and the broad scenario. Use this time to make notes of any particularly obvious issues that jump off the page.
Organising your thoughts
After you’ve made your initial plans and have a broad understanding of the key issues and parties, it is time to start more substantive preparations. One technique I was taught, which I continue to use even outside of case study scenarios, is to draw a diagram. Using a diagram to identify key parties, their relationships to one another, and also to identify which key issues are linked to each party gives an easy-to-reference visual representation of issues which are at the core of the scenario. They can also be expanded to add information as you continue to read through the scenario in more detail and identify new issues. The diagram will become the ‘hub’ from which you can develop the framework of your response depending on the type of assessment.
When drawing your diagram, the first step is to map in the key parties (stakeholders) and their relationships to one another. Below, you’ll see the first stage of my diagram for the above scenario – this will continue to grow as we go through the scenario in more depth.
As you can see, we have identified key stakeholders in the first ‘phase’ of our diagram, as well as the relationships which they have to one another. In this case, these are:
- The solicitor-client relationship between Lawyer McLawface LLP and KoffeeKulture
- The potential buyer-target relationship between KoffeeKulture and Jacob’s Juices
- The shareholder-company relationships between Jacob’s Juices Worldwide and its four shareholders, as well as Jacob’s daily position within the company
- The group company relationships between Jacob’s Juices Worldwide Ltd, the target, and JJ UK/ JJ USA/ JJ Canada
- The supplier-client relationship between FruitsRUs and JJ UK
By now, you will have a broad understanding of the content of each document. It is still worthwhile, however, to go back in and re-read all the information you’ve been given, this time paying more attention to particular items. It’s important to highlight and annotate information as and when you recognise it is relevant- there are various different ways you could approach this, for example:
- Colour coding each issue with a different colour of pen or highlighter. Beware, though, that you could quickly run into issues with the number of colours you have relative to the number of issues in the paper; it is also not guaranteed that you’ll be able to access your bag/ pencil case before the exercise starts, so you may be unable to get all your pens/ highlighters
- Give each issue a number. This is the approach I personally used. As you read through each document and identify an issue, number it. If you then come across another piece of information in a subsequent document which relates to an issue you have already numbered, you can give it the same number, so you remember that they are correlated
In no particular order (we’ll cover that later), below are a selection of the legal and commercial issues that are present in the above case study example, as well as detail about whether we can provide a solution or if we need more information. Before you read them, though, try going back to see how many you can pick out yourself. Remember that we’ll break down almost every possible issue that could be pulled from this scenario. In a real, timed, case study, it is highly unlikely that you’ll be able to identify every single possible issue. In the next section, we’ll discuss prioritising the different issues you manage to identify, but, for now, these issues are all things which you might expect to pop up in a case study.
Note, if a Practice Area block is left blank, this is an issue that would be covered by the Deal Team, i.e., the team in M&A who would lead the transaction from start to finish (in the case study, this is the team that you are a part of, headed up by Jaysen, the partner).
Now that we’ve identified all the relevant issues and potential solutions, let’s see how our diagram has developed with the advent of these new issues being added. New information has all been added in brown ink, with relevant departments noted in black (DT denotes any area that the Deal Team would take charge of):
Before we go any further, though, I want to highlight a few key considerations based on what we pulled out from the case study in the table above:
- Not all issues are stated explicitly in the case study
- Note, for example, that we have raised concerns about tax and employment obligations after the deal. These are considerations which are a part of every commercial transaction; it is important to show that you have a wider understanding of how deals work.
- Some issues are only stated very subtly
- In this example, points such as KK’s large existing market share are subtle and also mixed in among a lot of unimportant background information, yet any challenge from a competition authority can completely destroy the prospect of a deal. It is important to look for even the smallest hints throughout the case study.
- There will almost always be ‘red herring’ information in a case study which is designed to look somehow important but is of little consequence
- For example, in this case study, the termination clause of the contract between JJ and FruitsRUs is included, but, although it seems as though it ought to be important, it is actually of very little consequence for any issues we are considering here.
- You will almost never pull out every single issue. We’ve even left one issue out of the table above! This is natural, it would be extremely unusual to be able to identify every single potential challenge in a case study owing to your time restrictions.
- In case you were wondering, the issue we left out was in regards the fact that JJ were developing a franchise model before discussions started concerning the acquisition. We would need to conduct further due diligence to find out more about this: what stage were preparations at? Are there prospective franchisees who have signed agreements for obligations we would need to carry forward? Missing a point doesn’t make you any weaker a candidate - they don’t expect you to catch everything!
Because case study exercises are timed in such a way as to never quite give you enough time to do all the work you would like to, it is imperative to prioritise key issues so that you’re presenting the most important issues first. The reason for this is that clients, or a Partner heading into a meeting with a client, needs to know the more important issues before they are concerned with smaller, more extraneous matters. It is also very important to present either a solution or next steps in relation to each issue you raise; at the end of the day, it is a commercial solicitor’s job to find solutions to clients’ challenges, so it’s important that you show this in assessment.
In my experience, I tended to find that I only ever had time to list the 6 – 8 most important issues when either drafting a letter to a client or preparing for the subsequent interview. When identifying key issues, these don’t have to be all legal or all commercial; in any event, there is often some amount of overlap between them anyway. The key thing to think about when deciding whether an issue is essential or more extraneous is what impact it could have on the deal. If an issue has the potential to stall the deal or is something which is of substantial importance to your client, it would be considered a key issue. If, on the other hand, an issue is unlikely to pose any major challenge and is not of particular importance to your client, it would be considered more extraneous and, so, less important to raise. If your document pack/ task has included particular item of importance, these are things which it is essential to bring up in the letter/ presentation. In this example, we might consider four such points:
- KK want 100% ownership
- Key issues here are that Alice is potentially developing of dementia and Daniel is adamant that he does not want to sell his stake
- KK don’t want to find new supply lines for JJ products and want to maintain their existing suppliers for the time being
- There are various issues with the JJ/FruitsRUs contract which could pose challenges here
- KK ideally don’t want to spend any more than £850mn
- JJ was recently valued at £1bn so there is a clear mismatch here. We may need to look at leveraging different issues to lower the purchase price and also look at nuanced payment models such as instalments or targets-based payment
- KK want Jacob to stay within the company in a prominent public-facing role
- Jacob wants to leave to start a new venture; we would need to try and negotiate him staying for a longer period and also need to ensure his new venture would not compete with JJ/ KK. We would look to have a non-compete clause in the contract to secure this.
There are several factors to consider when structuring a case study response in anticipation of an interview. The first thing to consider is the structure: often, a case study interview will be structured as a presentation and subsequent interview. This presentation may be 10 – 15 minutes and involve you presenting your initial points to the assessor, usually a partner at the firm. Sometimes, the partner will be ‘in character’ as a client, so you must pitch your presentation to the client, and sometimes they won’t, so you’ll pitch it to the partner as such. The firm will almost invariably advise you what the case will be before you go into the room.
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-focussed 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.
When I had to prepare for an oral presentation, I would typically switch away from my diagram and spend the last ten minutes or so of the preparation time writing a bullet point list with the key issues, and next steps/solutions, I planned to raise during the presentation. I would set this out in the same way that the key issues are identified above.
If I had time, I would quickly jot down some of the more extraneous issues in case I had time to discuss them, or for when I was then questioned on them. In my experience, you’re generally allowed to take all your notes into the interview with you, so I would always take my diagram and, if a point came up which I hadn’t subsequently noted on my bullet point list, I could consult this before giving a response. Check on the day whether this is permitted, though, so you know how reliant you will be on whatever materials you are permitted to take in with you.
Structuring your response for a written assessment
Although preparing a letter for a client, or emailing a partner, might seem starkly different to preparing for an interview, much of the same logic and approach apply.
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, and this goes for all legal drafting irrespective of the intended audience, be as concise and straight-to-the-point as possible. Lawyers and high-flying clients are exceptionally busy people and, as such, they don’t have time to read a long-winded introductory paragraph full of niceties and waffle. You almost certainly don’t have time to write it, either. 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. This shows a good understanding of the needs of those who are likely to read the letter, for example, they might only have time to scan over key points walking between meetings and need a very brief outline of key points. It also shows good drafting skills. 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.
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.
Top Tips from the TCLA team
Jessica’s Top Tips:
- Identify where you have had to make assumptions for lack of information OR identify where you would need to investigate/track down additional information to not make assumptions.
- 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?
- 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.
- 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.
- 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.
- Plan! When you are given the task don’t be tempted to jump in immediately, have a glance over the information then use your brief to create a plan (e.g. what is the issue, what is the evidence for this issue, what is the solution). This way you can avoid aimlessly looking through the information as you will never have enough time to go through everything in detail.
- Perspective! To help you find a range of issues, try to read through the information given to you from the perspectives of the different practice areas (e.g. what issues would the corporate team raise vs the banking team vs the real estate team vs the competition team). Doing this will enable you to cover more ground.
- 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.
- 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.)
- 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.
- Practice - Make full use of any of the sample case studies you can find on the forum or anywhere else to practice your clarity of writing, structure and level of analysis. This can really help candidates snap out of the long-winded style of writing that many of us default to because of writing university essays.
Alice’s Top Tips:
- Diagram: Often you will be asked to give an overview or a summary of the matter at hand. A great way to do this simply and concisely is to use a diagram to show a visual representation of the scenario. If you have an M&A case study for example, you might want to draw who the buyer, the seller and the target are and use arrows to show the relationship between the parties. You could also note the price of the target here and also perhaps how the transaction is being funded by the buyer if this is given – if they are getting a bank loan, you could add the bank to the diagram and also the sum of the loan. The diagram doesn’t need to be a work of art, but it just needs to sum up the scenario well and it is serving as an aid for you to tell the overall story above anything else. It also doubles up as a repository of useful info from the documents (like deal price) so you don’t need to worry too much about retaining everything in your head! (Note from Jacob: Looks like we’re on the same page here, Alice!)
2. Organisation strategy for multiple questions: If you are posed with multiple questions to answer in a case study, I tended to like spider diagrams. I used to write each key question in a bubble in the middle of an A4 page (which would become my spider diagram) and I attributed a different coloured highlighter for each question. Say there were three questions I needed to answer, I would have three pages upon which I would do my diagram and three highlighters, one for each question. I would then go through the materials and use the correct highlighter for when a piece of information would help me to answer a particular question. I would then add that information onto the correct spider diagram with a page number beside it for ease of reference. By the time I had gone through all the information pack, I then had all the info I needed which was easy to re-find in my colour coded information pack. At that stage, I could spend my time constructing my written work/presentation with a greater focus on argument, structure and precision. I found this a really good technique which worked well for me, especially in tight time constraints.
3. Practice areas: Before opening information packs, I would write down all the law firm practice areas and have that in front of me. This helped me to think critically about what I was reading and meant I was actively searching for points and information. Law firms tend to add details into case studies which are really subtle and can be easily missed so I found in approaching case studies in this way, I was better able to pick up on these more subtle and nuanced points which would often help me to get credit for innovative and ‘outside the box’ thinking.
Final point – leave ten minutes at the end to proof if it is a written task – this is vital.
That’s all for our biggest yet Monday Article! I hope you've enjoyed reading my Definitive Guide to Case Studies and that you'll find it helpful in coming assessment days! This was the third in a four-part series, please feel free to post or DM me with ideas for the next article and, as always, follow up with any questions in the thread below.
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