If I heard corporate law, I used to think I need to know about Companies Act inside out.

If heard someone say M&A, I thought about how I can master Companies Act provisions of mergers and amalgamations.

Following my gut, I learnt everything about Companies Act that I could get my hands-on.

I got the first big blow when I did my first internship. Corporate law and M&A meant something completely different. I completed four internships in India’s best corporate law firms, but I did not even realize how my work related to anything corporate.

The full import of what it is to be a corporate lawyer in today’s world only hit me when I started working as an associate in a law firm. In fact, I noticed how my mistaken notion of what corporate law is was at the root of things as I resisted learning optimally from my internships. I had to reinvent myself as an associate to perform the task of being a corporate lawyer. It was time-consuming and difficult for me. I was resisting the fact that certain skills (which I thought were not knowledge-related) are more important. Had I been prepared for this, my work would have been easier, as I would have focussed on my overall performance as a corporate lawyer, instead of looking for appreciation that I knew corporate law.

Where was I mistaken? What are these skills that I am talking about? What is the notion of a corporate law that I wish I had earlier?

Corporate law was everything that could help a business tackle or facilitate legal issues it was facing. Knowledge of Companies Act was only about 5 per cent of it. What about the balance 95%?

Here’s a quick list of realizations that hit me:

#1 – There is little scope for conceptual arguments and mapping out risks is important – As a lawyer, you may often need to point out the risks – which could be regulatory or contractual. Learning how to express them is quite a challenge. We are used to finding out positions that are black or white through case law research. Where there are doubts, we create arguments to take a stand, but these argumentative stands are of no value because it can put millions of dollars in limbo. Most clients want to avoid litigation as far as possible.

May be a government regulator will initiate legal proceedings against your client, despite not having a sustainable case. You may be able to anticipate that in such a situation your client will win hands down, but you still need to point it out if you can smell it. It makes a world of difference for your client if you can smell possible adverse action and warn your client against it.

If there is only one High Court decision supporting your interpretation, you need to point that out. If the law supports what your client wants but the procedural framework to implement the same is missing, it is important that the client knows it. At the same time, it is important you don’t blow the risk out of proportion and scare the client. My first task about an advisory opinion around Indian insolvency laws and their application to their business (just one transaction took about three weeks – almost the length of an entire internship!). I was given the feedback that my memo could make the client panic, and in some cases my suggestions to handle certain situations they would fear were too imaginary or unpredictable. I had to strike a delicate balance. I realized that becoming a successful corporate lawyer is a game of effectively expressing legal unknowns and also enabling the client to take a pragmatic decision in connection with its business.

#2 – Research and interpretive tasks are very different from what was done in law school

In moots we found out about the real meaning or interpretation of legal provisions. As a transaction lawyer, you will be speaking to many commercial business participants (banks, brokers, stock exchanges) or regulators (RBI or SEBI’s helpdesk) and asking them about their interpretation of the provision. This does not make any sense to a law student as we have grown up learning to recognize the supremacy of case laws and regulators. However, commercial tasks are dependent on certain operational details, which are often left to the interpretation of such participants. We don’t typically end up challenging the interpretation of such participants. In my stint as a corporate lawyer, I was frequently calling up bankers, stock-exchange staff and regulators to understand how they interpreted tricky provisions and what the common practice was.

#3 – Writing and communication skills aren’t the same

I was extremely familiar with writing skills, through my experience of writing projects, conference papers, articles and moot court memorials. Note that the writing was argumentative and concept-based. Procedural provisions of statutes and regulations were largely ignored (except for civil and criminal procedure code) in law school teaching or writing activities.

As an associate, communication was largely centred around the procedural details. Making easily understandable lists and clear graphical charts was extremely important. I had to learn how to track the slightest regulatory updates and send an action point to the client, when to send a reminder or when to follow-up. Otherwise what is the difference from the search results that Google throws up? A lot of work is required to translate raw data into meaningful information for clients, and it is not about simply paraphrasing search results.

I had to keep a mental note of the different points in time when the commercial understanding changed and how that impacted a document. I was not used to such work at all, despite my prior experiences of writing. These were critical tasks, the value addition for which a top law firm can charge the stratospheric rates that it does to clients. The precision and consistency of communication required was an eye-opener for me.

#4 – Overlapping regulations, multiple systems of law and working with external lawyers

Contract drafting is no longer limited to thinking merely of what terms work for the parties. You will need to think of competition law, intellectual property statutes or tax provisions while negotiating a contract, even if you are a corporate lawyer. If you don’t have the answers, you will still be the person expected to spot the issue and forward it to an expert in that area. I had to be careful to spot competition or tax issues in deal structures and forward those to subject matter experts. Over time, it also helped if I could learn to recognize a certain structure as tax inefficient, even if I did not provide professional advice on it.

For large domestic transactions, you will have to work with lawyers in other cities or engage local lawyers who practice in district courts who can arrange for smaller tasks (title search, litigation search, filing caveats, etc.) to be done. I realized that my past connections and seniors I interned with were able to help out with such tasks. Having a resource base of lawyers who can help with such tasks is extremely helpful. In cross-border transactions, you may need to liaise with lawyers practising in other countries. Suitable managing communications and handling conflict of opinion is important in such situations.

#5 – The focus is on yours doing the work, not on your learning

We tend to think that corporate lawyers work on the most exciting, high-profile or news-breaking matters, and that we will be put on such matters from the day we set foot in the law firm. We think that we will learn a lot while doing such work, and that others are interested in ours learning from the work.

This is a mistaken view – most news-breaking transactions are performed in huge teams and you won’t be taking lead. Your job may be relatively mechanical (preparing tables, reviewing hundreds of simple agreements, formatting and proof-reading documents, setting up conference calls, etc.). What matters most is if you can do the work that was required. In fact, unless you ask the right questions to your seniors you may not even get the big picture of what you are doing unless some months pass. I realized that learning is incidental (although important for my development and role in future transactions), and that others expect me figure out how to learn on my own.

#6 – Time is the only reliable test of fool-proof advice

It’s difficult to say how law will be interpreted in future. The loopholes in your advice can show up later. Merely acquiring a new client and being remunerated for the work is not good enough. If your advice turns out to be faulty or inconsistent later on, the client will know and it may cost you the client and your hard-earned reputation. Your seniors will not be able to stand up for you and protect you if you make mistakes. If you want to retain the client and create a reputation for yourself, be prepared to provide fool-proof advice. No matter how good you are in law school, it takes time to beef up this aspect.

I worked in banking & finance, M&A and general corporate team at Trilegal, and work on contract drafting, advisory opinions for clients, briefing notes for senior advocates and dispute resolution work all had these issues. Almost all the work that I did as an associate was of this nature.

What happened when I realized this?

I was completely blown away. I was living in a fool’s paradise, focussing on the wrong skillsets. My prior knowledge was hardly of much relevance.

What corporate law meant in reality was completely different from I had imagined it (from business books, newspapers and reading). This realization made me disillusioned and dampened my enthusiasm. The corporate law world was not as exciting or nice as I thought it to be (without anyone’s fault except mine), and I was upset that a lot of my earlier work went waste (for some time, I even resisted building these skills in revolt to the realization!)

Had I not proceeded on the basis of unverified assumptions, I would have been much better prepared. My output and contribution would have been far greater. I don’t want anyone to make the same mistake as I did.

My questions for you

I am really glad that you are working hard on improving your knowledge and obtaining good internships to develop a sense of what is required to obtain and perform well at a corporate law firm job. Just remember that this process has limitations, and there is a cost to going in a direction which does not correspond to reality.

Most online courses provide only knowledge. How can you develop the right skills systematically?

Despite being from a family of corporate lawyers, I did not really know what it was to be a corporate lawyer. How can you ensure that your current notions correspond to real world corporate law practice?

Have you spoken to at least 5 different people who are where you want to be and asked them what’s important for you to know? Do you have a mentor who can help you with this?

Do you have a system for developing real-world skills even when you are not interning? How would it contribute to your skillsets and future recruitment prospects if you could create such a system?

Can you have a portfolio of work with enough examples to demonstrates to recruiters that you can perform the above tasks with ease?

Everyday for our business law course students, we strive to understand their career needs and how we can help them bridge the gap. You can see how our students have used the course in their careers here. To know more or to schedule a 15 minute consultation session, write to [email protected].