Law Firm Workshops

Workshops are designed to run for a half-day (three hours), but the timing can be adjusted as the client’s needs dictate.  All workshops involve individual and group activities that are designed to reinforce the subject matter.  Group size can vary from a handful to thirty or more.

The workshops are interactive, fast-paced and combine a solid grounding in the fundamentals and numerous practical, real-world examples.

 

For junior lawyers

In most firms, deal lawyers are divided into specialized practice groups.  However, ALL transactional practice is based on a number of common core concepts and competencies, which are almost never taught in law school.  Unfortunately, these are also often omitted in law firm training curricula, as practice group leaders rush to start teaching the finer points of their specialties.  Without grounding in these necessary basics, however, much of this specialized training is far less effective to new associates than it could be.  My programs cover these necessary basics:

  • Know your client:  understanding business.  One of the primary complaints that corporate clients make about lawyers is that they don’t understand business generally, and they don’t understand the client’s business in particular.  This workshop explores why it is important to understand the client and its business.  It is based on a key difference between what litigators do and what deal lawyers do:  litigators help their clients address legal issues, but deal lawyers help their clients address business issues.  This workshop helps associates understand those business issues.

 

  • Working with contracts.  Every law student takes a class in contract law.  Most law students, however, graduate without ever having seen (much less written or negotiated) an actual contract.  This workshop familiarizes the junior lawyer with the basic tools that are used in contract drafting, and emphasizes the importance of precision as a necessary means to preventing business disputes.  The workshop concludes by having the participants mark up, and then engage in a group discussion of, a flawed contract.

 

  • Working with entities I.  Law firms’ business clients are entities – corporations, limited partnerships, and limited liability companies.  This workshop takes associates beyond the basics they have learned about entities in law school, to create a practical understanding of issues that are at the core of day-to-day transactional practice, including how entities make decisions; how entities are structured to achieve specific business objectives; and how the use and structure of entities affects the rights of equity investors, creditors and other third parties.

 

  • Working with entities II.  Four key entity law issues come up in every transaction. They arise in several different contexts:  as the subject matter of contract provisions and legal opinions; as the target of due diligence; and as the basis for many customary closing documents.  By participating in this workshop, associates take a quantum leap toward understanding the basic architecture of transactions.

 

  • Due diligence.  This subject is often (unnecessarily) a mystery to junior associates.  In this workshop, the shroud of uncertainty is lifted by exploring the process, the logic, and the business and legal objectives of the due diligence review.  We focus on strategies for organizing,  conducting and completing due diligence assignments, and we look at some of the most common “red flags” that due diligence is supposed to uncover:  necessary third-party consents, material risks, material liabilities, and potential loss of assets, rights and cash flows.

 

  • Closings.  Every deal culminates in a closing, the moment when contracts become effective, money is paid, and property is transferred.  The word “closing” also is used to describe the days- or weeks- long process that leads to this moment.  This workshop explores both of these, by focusing on funds flow mechanics, customary closing documents, legal opinions, getting documents signed, third party consents, and organizational tips.

 

  • Negotiations.  Deal lawyers are expected to be skilled negotiators, but usually begin their career with little or no knowledge of the basic elements of negotiations:  what is negotiating leverage, what factors go into creating it, and how do you best use it if you have it?  What do you do with an adversary who is overly aggressive or uses dirty tricks?  How does the marketplace affect the negotiation process?  Exploring these and other issues, this workshop includes mock team negotiations that provide a means to apply these lessons and get the competitive juices flowing.

 

  • Attention to detail.  No matter how detail-oriented incoming lawyers believe themselves to be, it is almost always a shock to them when they grasp the breadth and depth of the details that they are suddenly being held responsible for as practicing lawyers.  In this workshop we zero in on proofreading and editing skills; formatting and other details relating to the “look and feel’ of documents; the importance of consistency; keeping track of tasks, assignments, and deadlines;  and the keys to reviewing documents with the necessary level of attention.

 

  • Deal structures.  How and why are different kinds of transactions structured as they are?  What are the legal and business issues that dictate these structures?  No matter which practice specialty an associate develops, it is important for them to have a general understanding of what their colleagues in other departments are doing.  In this workshop we look at the three ways acquisitions are structured; how leveraged acquisitions work; the structural mechanics that are used to address credit risk; the ABC’s of securitization; and the structure of investment funds.

 

  • Raising capital.  How do businesses get the money they need to start up, operate and grow?  What are the basic differences between debt and equity in areas such as economics, control, and risk and return?  How is a public company different from a private company?  What are the key differences between bank loans and debt securities?  How are businesses valued?  What is the time value of money and how does it come into play in how deals are done?  What are the benefits and risks of using leverage?  What is dilution?

 

  • Deal ethics.  Most ethics programs focus exclusively on issues that come up in litigation.  This workshop explores ethics issues that arise in deals:  Where do you draw the line between puffery and misrepresentation?  Who is your client?  What if your client crosses the line into unethical or illegal behavior in connection with the deal?  What do you do about drafting mistakes made by opposing counsel?

 

  • Financial statements basics:  a functional approach. This is one of the most important aspects of business that a deal lawyer needs to grasp, and for many, one of the most difficult.  My approach is different than that of the accountants and finance professionals who usually teach this subject.  I start with a group discussion of what businesses typically spend money on, and where that money comes from.  I then illustrate how each of these transactions is reflected on the business’s balance sheet, income statement and cash flow statement.  We then look at how accounting issues arise in some specific transactions.

 

For experienced lawyers

These workshops are aimed at third – fifth year associates in all practice areas, but can be tailored to fit specific groups.

  • Advanced contract drafting.  In this workshop, we work on the challenges that associates face as they gain experience drafting more complex agreements:  best practices for drafting formulas and other provisions that are based on numbers and measurements; finding the practical balance between perfect precision and clarity, on the one hand, and time pressure, cost considerations and practical necessity on the other; how to identify and avoid conflicts between contracts; and how to identify and address ambiguity and vagueness that could result in disputes and litigation.

 

  • Advanced negotiations.  By this stage in their development, associates have had experience in negotiations but are still eager to learn more and practice their skills.  We cover topics such as common negotiating tactics, working effectively with clients in negotiations, and the best way to handle your, and your adversary’s, facts. This workshop includes mock team negotiations that give the participants an opportunity to apply these lessons and get their competitive juices flowing.

 

  • Deal ethics.  Most ethics programs focus exclusively on issues that come up in litigation.  This workshop explores ethics issues that arise in deals:  Where do you draw the line between puffery and misrepresentation?  Who is your client?  What if your client crosses the line into unethical or illegal behavior in connection with the deal?  What do you do about drafting mistakes made by opposing counsel?

 

For summer associates 

  • Doing deals.  This workshop introduces summers to basic deal concepts and the interaction between deal lawyers and their clients.  We look at the timeline of a deal, the negotiating and drafting process, basic deal structures, and introductions to due diligence and closings.   There are group exercises involving contract drafting and negotiation.  We explore the four key differences between litigation and transactional practice. 

 

  • Contracts in the real world.  This workshop is designed to get summer associates thinking about how contracts are used in deals to achieve clients’ strategic business objectives.  The focus is on what actually happens as contracts are drafted, negotiated and revised.  There is a contract-drafting project that is entertaining and eye-opening.

 

Comments are closed.