How to make your way through an international firm as a junior

When I started studying Law, I simply had no idea about which kind of careers where there avaialble for a freshly young and highly motivated lawyer, awaiting its opportunity to shine- like the rest of its generation-. However, the bachelor was simply focused on learning different law subjects, from a practical and theoretical point of view; nothing more, nothing else.

By the time I finished the degree, none of my teachers nor classes helped me anyhow to learn how to survive in my first steps of the professional career; even less how to behave and how to act so as to survive in a big law firm. Of course, it is not the same to work for a little firm of 4 or 5 lawyers than in a multinational firm with hundreds of lawyers from across the world, with a permanent evaluation year after year coming from a dedicated human resources team, and with an homogeneous working way across the different areas that you must learn in order to be somehow useful in your first years.

Numerous studies have proven that a junior lawyer does not report any benefit for the first 3 years of its hiring from a firm. In fact, it just costs money to the firm. How to survive these first 3 challenging years?

As for my experience, when working in a big law firm, you will be looking to invest huge amount of time in working hard to learn. But not only to learn how to deal with a concrete legal issue; you need to learn how to be useful and relevant for the corporation, much more importantly, to be of use for the tutor or advisor you have been assigned to.

When you will be seen by your coworkers as unique, methodic, resourceful, always sacrificing free-time to invest more of it in your tasks, reliable and with high motivation to learn and accept critics, you will have already achieved a strong path towards staying in the firm. It is a fact firms invest a huge amount of time and money into training you, and if we take into account lawyers know what we learn in the university is not exactly what we will be doing in a firm, by showing a strong motivation to learn and aspire to reach high in the firm, we will be selling ourselves better than by knowing how to solve every legal case but on the other hand leaving cooperation and good forms away.

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How To Produce A Legal Report ( Regarding Its Structure)

In order to define the Structure of a legal report we need to address the investment the client is seeking to undertake, stating from how the sector of relevance works and its position in the market, alongside with the own market conditions and regulations. 

All of these must be understood from a legal point of view, meaning to understand and study the legal framework surrounding the are of investment: Is it a regulated activity? Are there policy swifts planned to occur within the next 1-5 years that might affect the investment? 

All in all, a lawyer must understand which kind of information included in the legislation is related to different areas of the investment looking to be carried out:

• Compliance issues; 
• Which kind of tasks are required to be undertaken with public bodies.
• Probable sanctions.

Specially, it is of huge relevance to analyze if the investment requires to subscribe a warranty with public bodies, in addition to the study of the time spwan required between starting the administrative requirements to the consecution of the investment plan.

The structure might vary, however the basical approach is to firstly state the kind of investment sought, the legal framework that surrounds it, and the construction of hypothetical obstacles or activities to be undertaken, in the light of such legislation.

Obviously, if the investment depends on the purchase of a company operating in that market, the legal analysis will also address the legal state of such company from different legal views (Due Diligence). I already explained in a previous post about the Real Estate Due Diligence one.

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How to produce a Legal Report ( Regarding its Framework )

In the legal profession, specially in the advisory field, it is a fact most of the times a lawyer will be required to undergo a legal analysis of a concrete operation or a client investment opportunity which can potentially acquire legal relevance should compliance issues confront it.

In such scenario, in my experience as a junior, I have come up with a general understanding on what the legal department seeks to find in these kind of reports, which kindly , but in a rush, end up in your to-do tasks.

As such, I will be dividing this discussion into different blog entries studying the main points to consider when writing a legal report.

Regarding the Framework

• Know the Purpose of the report.

In order to set the aim of the report, it is required to clearly understand what line of argumentation you will legally support. However, as of every legal question, different perspectives to the same case are a fact. In this scenario, you do not want to produce a legal analysis built around opposite interests to your client's needs, you want to state such probable obstacles by stating them while including legal arguments to override such hypothetically happening conclusions. In addition, you must seek for strong legal arguments to support the view of the client, and connect it with the legal trend and legislation, which translates into displaying case law and sustantive law, with the aim to cover feasibly and legally every risk associated to the operation being studied.

• Know the Deadline to produce it.

As obvious as it might seem, deadlines in our profession are crucial. Setting a hierarchy on the tasks you must do will allow you to organize and perform great on an activity like this one which takes a huge investment of time on learning about the topic and how to engage it from a legal point of view. You always want to be a step ahead your client needs, specially if the operation involves two parts, and you are looking to ask for concrete documents to the counter party to complete more proficiently your report.

• Know the Target's report.

Although similar in content, directing the report to a sponsor or to another lawyer from your firm will be radically different in form and style than that directed to the in-house department of the client's company. It is crucial to know in advance to whom the analysis will be sent, and adopt in consequence the correct speech, style, form, and conclusions, even the inclusion of slide presentation alongside the report.

Next post will be dealing with the Structure of the Report.

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What particular set of skills must a lawyer posses to excel on the 21st Century?

It is a fact: lawyers must be able to rapidly adapt to policy swifts, study in the fly new legislation , understand each of their clients needs to offer the best possible service, all of these, obviously in tight deadlines. However, in addition to those and other skills gathered through the legal career, in the 21st Century the society is starting to be built around internet, mass media, capacity to sell business, find clients in a scenario surrounded by competitive prices and stronger globalization, etc.

How does a lawyer react to this?

Not a while ago I had the opportunity to take an interview for a career starting position in a firm, and I was left surprised by the limited sight the lawyer interviewing me had on his particular legal career vision: 

- I don't understand why I should specialize in a concrete legal discipline.

- A lawyer does not perform advisory functions on a client's operation. We are lawyers; we are just meant to go to courts.

I understand each professional dedicated to the legal sector conceive it in a different manner. Despite such, I consider an error to limit the role of a lawyer to the writing of claims and attendeance to trials and courts. On the other hand, accompanying the client on inter alia, its needs of investment, of having an advisor on wether or not a concrete area of its business must be developed or must comply with additional regulations, and such, must not be understood as something stuck away from the legal sphere and simply bound to consultants or other professionals.

In fact, the commonly known "cross-selling" term has increased nowadays its relevance to acquire a determinant position on gathering clients and offering him an homogeneous legal support on all its needs. When you secured a client for your area of expertise, but still there is more business to exploit as he demands it, name it business law, real estate law, or even employment law, should you have a good relationship with him and trustworthy earned from your legal skills, you will be able to sell your colleague's legal specialization and get a bigger cake share.

In addition to specialization, which means performing better in the task undertaken, there are other qualities a lawyer must posses: business and commercial point of view, understanding of new technologies, being able to detect market movements and understand where the business is going to...Of course, all these and other attributes must be completed with the common skills a lawyer must posses, starting from owning an impecable legal knowledge.

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Main factors to be considered when carrying out a Due Diligence in Real Estate.

           So far, in my limited but intense experience, I have come up with the feeling that most managers coming from international companies lack the knowledge on what is analyzed when undertaking a Real Estate Due Diligence. While this is not surprising as it could be, yet; rather than relying on their in-house legal departments, they have an inclination on hiring the services of an independient legal firm to carry out the legal audit on the assets they are looking to acquire.

With this idea, the aim of the post is to bring some light to these individuals looking for their company to grow by investing on acquiring new properties where to develop their activity. With a number of factors outside the legal sphere, considering to hire the services of a firm in the early steps of the operation seems as much unrealistic as too high on costs. This short guide can bring a grasp on understanding better what is undertaken in this Due Diligence process, Indeed, every person is capable of understanding what is taken into consideration here, saving costs, and taking the decision on wether it is relevant or not to continue with the operation and then leaving it in the hands of lawyers or find other potential sellers and save the costs of the hiring.

• Perform a legal analysis on the liens and encumbrances of the asset, which are to be found in the Property Registry from the asset's location.

          In addition on deciding on the suitability of the operation, what will condition the legal analysis of it will be the information found of the asset included in the Property Registry. Such information is public, meaning saving money and headache for those intelligent enough to issue a note to the public worker asking for a certificate over the asset before issuing a bank note to the seller.

Thanks to such, you will be able to discover whether the asset is owned by the seller or leased to a third.  Even more, it can be that such asset is mortgaged by a bank using a financial instrument which is expected to burden the asset by a long number of years. Even more interestingly, you can find out it is not even registered to the name of the seller, or that there are judicial procedures currently on-going. Accessing these public registries is a must before setting the objectives of your legal analysis and studying the business suitability of the operation. However, depending on what you are seeking to acquire, not all information is currently included in this registry.

• What is the main activity of the company you are looking to purchase?

Legal and administrative requirements will not be the same when looking to acquire a company whose main activity is dedicated to appartment renting in summer,  than those related to a company which operates in the industrial sector producing nocive substances to the ozone.

In fact, an asset's legallity must be studied from two spheres: one regarding its physicial structure and compliance with the urbanistic planning and construction; and another one regarding its administrative compliance: activity licenses, administrative permissions to perform its activity, environmental requisites, etc.

Continuing with the above example, should you be looking for an asset whose activity is to serve for tourists as an appartment, you want to check if there is a registry where the asset must be registered, with its limitations regarding size, number of rooms, even internet connection, parking places...all of these following the guidelines of its sectorial legislation.

However, when looking to buy an asset whose main activity is that of chemicals, you should consider checking whether or not there is a national registry for pollution limits, noise limitations, how wastes are treated; even if there are required guarantees to be subscribed just in case wastes are wrongly treated. Obviously, you wanna see that asset correctly included there, without past or current administrative sanctions discussed in courts.

As you can see, it is not enough to check the ownership of the asset, or if the Final Works Certificate is subscribed by the architect and ratified by public bodies. You want to study whether or not the asset is prepared to carry out the activity it was constructed for.

• What kind of legal structure is to be used? Share Deal vs Asset Deal.

When deciding on carrying out the purchase agreement with the seller, it is important to understand there are different legal instruments on how to perform the operation, which might be more suitable for both parties, but which however affect how to conceive different encumbrances on the real estate.

When using the share deal option, the buyer will acquire company's assets, meaning all existing and potential liabilities and debts, some of these probably related to the real estate. The legal entity, the company, would be acquired as an everything, with its know how, goods, real asset, employees, mortgages, etc. However, an asset deal means acquiring some part of the business, solely acquiring determined goods, and as such discussing the suitability of the real asset you want to include in your company to grow. 

• Which documents to ask to the seller.

Depending on the activity of the company, in addition to asking for all the contracts or information you found out from the Public Registry, you want to study the previous purchase and sell agreement, you want to see the licenses regarding its activity, you want to see if there are assets leased and under which conditions. It is important to set apart real estate requirements with those related to tax and business ones. Here, you are focusing on the legallity of the asset: if it is registered in the Property Registry, if its activity complies with the law, if there are administrative requirements, etc. You want to buy a green flag asset.

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