This article is written by Ramanuj Mukherjee, CEO, LawSikho.
What is success as a lawyer or a law student?
Is it to win moots?
Is it to score a lot of marks in exams?
Is it to get the LLB degree and enroll in the bar?
Is it to get a job in a big law firm?
Is it to get appreciated by your seniors and peers?
Is it to get an LLM from Oxford or Harvard?
Very hard to tell, isn’t it? Probably all of these look like success to you.
But they should not. This tiring game of score-keeping can take you away from your real goal, and leave you dissatisfied even though you keep working very hard on achieving one thing after another.
Success as a lawyer is determined by only one thing: how good a lawyer you are.
How good a lawyer you are is determined by only one thing: are you able to deliver results to your clients?
When you have clarity about this, your world will fall into place. You will stop chasing milestone after milestone, and go after the one thing that really matters.
Interestingly, when you do that, the other markers of success will be very easily available to you, in ways you cannot imagine today.
My father had a dream that I will go to IIT. I didn’t want to. Studying engineering did not inspire me. I wanted to be a lawyer. In 2013, I led a 4-hour corporate finance workshop at IIT Kharagpur, attended by over 300 students, for which all of them had paid. I have taken workshops in other IITs and NITs across the country too.
I told my father. Showed him the pictures. I don’t think he was satisfied even at that. However, my point is that if you excel at your work, tags will chase you rather than you having to chase the tags.
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It is easy to chase the wrong markers of success and end up in the wrong place. Going to an NLU or IIT does not make someone successful in life by default. I know enough people who graduated from IITs or NLUs bud did not do well in life.
However, show me an amazing lawyer who is great at delivering results to his clients but is not living a good life. He may be busy, he may even fall sick from overwork, but nobody will say that he is not successful. He will never work for money, and he will always have a deep relationship with success.
Yes, along the way to becoming a great lawyer, you may hit some milestones, like getting through to a good law school, scoring well in exams or even getting a big job in a well-paying law firm.
However, do not confuse any of these with success. They are no more than milestones on your way to which to do not spare more than a glance. Your destination is straight ahead. Focus on the road.
Make a list of the legal skills you want to have.
What kind of lawyer do you want to be? Do you want to be an M&A lawyer? What are the valuable skills of an M&A lawyer? What do clients expect from an M&A lawyer? What are the qualities you have to develop to succeed?
Do you want to work as a technology lawyer for companies like Google and Facebook? Sure. What are the legal problems such companies face? What kind of skills does one need to solve such problems? What are the skills you need to develop accordingly?
Do you want to be a corporate lawyer winning cases in the courtroom? Sure, but what are the challenges you will face? What are the skills you will need to overcome those challenges?
We have done some of this work for you already.
Go through any courses available in LawSikho.com. Every course page will have 3 sections called What will you learn, Specific Learning Objectives and Syllabus. I also strongly recommend that you go through the List of Weekly Exercises on courses that excite you.
Even going through these sections will give you immense insights into the kind of work you will have to do, and therefore the skills you need to develop and the knowledge that you need to acquire.
Here is an example from the M&A course. But remember that the same principles and methodology will apply to any course that we offer.
What will you learn
Get exposure to strategic and drafting work in connection with corporate transactional work – M&A, Private Equity, Venture Capital and banking transactions
- Learn how to handle the entire process from LoI, Term Sheets to closing transactions
- Learn how to create or assess a negotiation strategy
- Understand the commercial aspects of corporate finance transactions
- Learn how to act on behalf of acquirer, target company, investors, financiers
- Apart from statutory knowledge, develop strategic thinking
- Draft various documents, petitions, applications until you are conversant with each
- Step-by-step walkthrough of different transactions
- Learn how to conduct legal due diligence exercises
- Learn about the various compliances, FDI and ECB regulations, how to deal with regulators like competition commission, RBI, SEBI, MCA etc.
Can you visualize how these skills will help you if you were to become an M&A lawyer? So our focus would be in imparting these skills in a course.
However, these are still generic skills. How deep do we have to do? What are the details and specific kind of work we must learn? Let’s see the next section to understand that.
As you would see, this is a very long list. This is why it takes a year to work on this vast skill set. You would also understand why learning these things will put you into another league altogether.
Specific Learning Objectives
- Learn about different kinds of M&A transaction structures and the differences between them
- Understand the costs and steps involved in undertaking a business transfer, asset purchase, share acquisition, and a merger
- How to choose the right transaction method for mergers and acquisitions
- Understand various reasons or the rationale behind why an M&A transaction takes place, with the help of case studies of Google’s acquisition of Motorola, Ola’s acquisition of Taxi For Sure
- How to draft an asset purchase agreement, business purchase agreement, joint venture agreements
- How to implement a leveraged acquisition transaction and its tax implications
- How is a slump sale effected and what are its tax implications
- What are acquihire transactions and how are these carried out
- Learn how acquisitions are financed
- Understand how investment transactions take place, what are the key interests of an acquirer or investor and the different stages of raising investment
- Learn how lawyers, bankers, and other compliance professionals can be involved in M&A transactions and how to get assignments in this area
- Understand the difference between venture capital and private equity investment and how these are regulated
- Learn how foreign direct investment can be received, the approvals required for the same, the securities which can be issued and different transaction structures which can be used
- What is different about FDI in e-commerce and the corporate structures which can be used for this purpose
- Know how income can be repatriated back by the foreign investor
- How Indian companies can make overseas acquisitions
- When does the SEBI Takeover code apply and what are the steps to be followed for the takeover of a listed company
- Drafting letter of offer in accordance with the requirements of the takeover code
- What are indirect and creeping acquisitions and how are these carried out
- Learn about hostile takeovers and their defences
- Learn how control can be acquired over a company without acquiring shares
- Understand what private investment in public equity (PIPE) transactions are and how to do these work
- Learn in what cases the takeover code does not apply and how to seek exemption from the application of the takeover code
- Know how and where to complain if the obligations in the open offer are not fulfilled
- Understand what demergers are and how these are carried out
- Learn how employees can be impacted by an M&A transaction including termination of top management and lay off of employees
- Know what are the approvals required from different authorities for an M&A transaction and how these are secured
- Know about how taxation impacts investment transactions
- Know about how international investments can be structured to gain tax advantages
- How are M&A transactions and competition law connected, when is the approval of the Competition Commission of India required and what is the procedure for requesting approval
- Know what is special for M&A transactions in specific sectors such as non banking finance companies and insurance companies
- What is delisting and how is the delisting of securities carried out
- How due diligence is carried out for the M&A transactions and the steps in the due diligence process
- Learn how to draft a due diligence report and how to report observations in it
- How investors can exit from an investment or a joint venture and relevant dispute resolution mechanisms
- Understand the different modes of debt finance – loans, credit facilities and external commercial borrowings
- Learn about the different types of credit facilities that can be provided by banks
- Learn about the main clauses in syndicate finance agreements
- Learn about different kinds of security packages in loan transactions
- Learn how to draft a mortgage deed, share pledge agreement, corporate or promoter guarantee and deed of hypothecation
- Know the benefits of External commercial borrowings and how Indian assets can be charged for availing these
- How to raise finance through inter-corporate loans and debentures
Then comes specific exercises – that you need to practice. In LawSikho, for any given course, we have a list of exercises that we have painstakingly developed. These are the actual tools that help you to get ahead. See the sample list of exercises for the M&A course.
List of Weekly Exercises
Exercise on a suitable method for transfer
Exercise on drafting a share purchase agreement
Exercise on board composition pursuant to an investment
Exercise on foreign direct investment
Exercise on Corporate Law Concepts for M&A transactions
Writing Assignment No.1(Individual topics assigned)
Exercise on investors interests and shareholders’ agreement
Exercise on drafting a joint venture agreement
Exercise on different aspects of foreign direct investment
Exercise on FDI in e-commerce
Exercise on acquihire transaction
Exercise on drafting clauses of a letter of offer
Writing Assignment No.2(Individual topics assigned)
Exercise on competing offers
Exercise on seeking exemption from takeover code
Exercise on drafting clauses of scheme of arrangement
Writing Assignment No.3(Individual topics assigned)
Exercise on top management termination after the merger
Exercise on tax aspects of investment transactions
Exercise on taxation of investment in a joint venture in India by a foreign company
Writing Assignment No.4(Individual topics assigned)
Exercise on the preparation of a requisition list and review of documents
Exercise on presentation in due diligence report
Exercise on Delisting and minimum public shareholding
Exercise on investor exits
Exercise on choosing an appropriate method of debt finance
Exercise on drafting clauses in loan agreements
Writing Assignment – 5
Exercise on External Commercial Borrowings
Exercise on drafting clauses of a share pledge agreement
Exercise on drafting clauses of Corporate Guarantee
Writing Assignment – 6
Exercise on drafting business transfer agreement
Exercise on slump sale
Exercise on acquisition financing
Exercise on private placement and private investment in public equity transactions
Writing Assignment – 7
Exercise on escrow account and settlement under takeover code
Exercise on JV / WOS abroad
Exercise on acquisition of control without share acquisition
Exercise for complaint about the delay in receipt of consideration pursuant to open offer
Writing Assignment – 8
Exercise on drafting a petition to be filed before NCLT
Exercise on drafting a notice to be filed before CCI
Exercise on inter corporate transactions
Exercise on stamp duty in M&A
Writing Assignment – 9
Exercise on finding out sectoral regulations applicable for M&A transactions
Exercise on hostile takeover and response by target company in keeping with obligations
Exercise on tax benefits in carrying forward of loss and depreciation
Exercise on conditional open offer and timelines of the open offer
Writing Assignment – 10
Law is vast, please focus on something specific
Can you get a sense of how to go about developing your skills in a particular area of law from the discussion above?
Please do not spread yourself too thin. You cannot do this with every area of law, that will simply not give you the opportunity to go deep. Take one area of law at a time, and dive deep! You need to create a high level of expertise. You need to understand how things work at a conceptual and practical level in order to deliver results.
There is a lot to do, so the earlier you start the better.
Really, you don’t have to do so much in order to score well in class or to even win a moot. While those things will provide you some temporary glory, they will not make you successful in life.
The only way to be successful as a lawyer is to learn how to deliver value to your clients.
So get started on the journey, and ignore the noise around you!
It is not necessary that you must take a course from us to learn such things. You could also figure it out on your own, with help from seniors who actually have got this level of knowledge or lawyers who are willing to show you the way.
However, you may find that successful lawyers with this level of skill find it very hard to make time for teaching young lawyers and law students.
In any case, all the best. We are always around.
Here are the courses in which you can enroll right now, and enrollment will close by the end of the month:
Diploma
Executive Certificate Course
- Certificate Course in Arbitration: Strategy, Procedure, and Drafting
- Certificate Course in Real Estate Laws
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