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TCLA Direct Training Contract Applications Discussion Thread 2024-5
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Sorry to hear that - they sent out interview invites on 19 May, and I think the deadline was yesterday to book an interview, so I guess the PFO follows the resolution of that.
- Sep 9, 2024
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In international transactions, parties normally have a right to choose (i) which courts have jurisdiction over any disputes arising from the transaction; and (ii) which country's laws should govern the transaction. Normally, parties prefer that the two coincide, in that each court is best equipped to judge a dispute on the substantive laws of the jurisdiction it operates in, but it sometimes does happen for the two to separate (e.g. English courts to have jurisdiction to hear the case but to have to judge the claim based on French law).
Now, to come back to your question - essentially, London is a legal hub for cross-border M&A because the majority of major of non-US-centered international transactions are governed by English law and are under the jurisdiction of English courts. This is so firstly for historical reasons, with the UK having been the dominant power in international commerce in the 18th and 19th centuries, which led to English law becoming the dominant system of laws chosen to govern international contractual relations. The second and more important reason is that English law is greatly respected by businesses for its focus on predictability and commerciality (particularly when compared to rival civil law systems), and English courts are greatly respected for their political independence and general approach to solving disputes in a commercially-sensible manner. English courts are also seen as being highly experienced in dealing with cross-border cases, as they have been the dominant historical forum they have been heard in - creating a virtuous cycle.
How is all this relevant for cross-border M&A? As explained, companies and banks generally like the predictability of English law, and anyway have a general preference to choose English law to govern the transaction if they are to include an English dispute resolution clause. Thus, in practice, English law is the status quo choice of governing law for cross-border M&A even when the deal has no connection whatsoever to England. If English law is going to govern most international M&A deals, buyers and sellers will have to get English commercial law firms to advise them in the transaction. If you have an interest in working on as many of these transactions as possible, this will naturally make London a very attractive place for you to practice law in.
Hi, just to clarify that this is a question from Rare Recruitment/Candid - i believe they use it in their data to get a bigger picture of where candidates who use the platform apply to. It shouldn't be a mandatory question so feel free to leave it blank. We at RS don't receive those answers so it wouldn't impact our decision making at all.
Thank you for your answer!
Congratulations!!
Do we know if they are sending multiple batches and rejections to unsuccessful applicants?Anything from orrick?
If I’m honest, I don’t think they will be sending them in batches as interviews start on 10th June. You never know. Just I’m not really one for false hope.Congratulations!!
- Sep 7, 2024
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Well done to everyone who’s received a Watson Glaser invitation from Fried Frank! From what I understand based on past interactions with the firm, these aren’t sent out automatically; they usually follow an initial screening of applications. Best of luck with the test!
- Sep 7, 2024
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Hiya @legallybrunette8
I'm sure the others would have a lot to add here, but wanted to get something to you in the meantime. Good news is that you’re not expected to be an M&A expert! Most firms use these tasks to assess your commercial awareness, communication, and decision-making rather than your technical legal knowledge.
If you haven't already done so, I highly recommend Jake Schogger’s Commercial Law Handbook. It's not too expensive and I found the chapter on M&A helpful in breaking down the process in a really clear way. Apart from any specific resource, I think you'll mainly want to focus on understanding the key commercial considerations in a deal: Why might a company want to acquire another? How do synergies, risk, culture, and branding affect integration? Just note that you don’t need to memorise any legal rules or anything, but it helps to consider the issues your client would care about most in a pre and post-merger context. Think of the key risks that typically come up in many M&A contexts. These include:
Operational Risk: These are practical challenges that could affect how the merged business runs day to day. Incompatibility between supply chains and logistics; challenges in integrating differing business models or customer bases; etc.
Managerial/Cultural Risk: This is often underestimated in group tasks but can still be important, depending on the scenario you're given. Under this umbrella, you'll want to think about cultural clashes between management teams (e.g. formal vs startup cultures); fifferences in governance or decision-making styles; and even dissatisfaction or misalignment between companies.
Financial Risk: Here, you'll want to focus on the cost and financing of the deal, including whether there is a risk of potentially overpaying for the target company (e.g. inflated valuation or poor due diligence); taking on too much debt to fund the acquisition; or underestimating integration costs or future liabilities (e.g. litigation).
Strategic/Market Risk: This overlaps with commercial awareness and thinking about the long-term success, but it includes things like whether there is a poor strategic fit between buyer and target (e.g. unrelated sectors) and risk of brand dilution post-acquisition;
Legal/Regulatory Risk: This may come up depending on the scenario, but definitely may want to show that you understand the relevance of things like antitrust/competition clearance; employment or data protection issues; tax issues; and general cross-border regulatory hurdles in international deals.
If possible, I'd also have a think about why a buyer might choose to purchase a company via a sale of assets vs a sale of shares. You may also want to think about the differences between why a buyer may choose to merge with vs acquire a company as a subsidiary.
Happy to chat more if helpful and best of luck with your AC!
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- Sep 9, 2024
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I completely agree with @Jessica Booker on the point about not needing to fill out the word count for every single work experience. I certainly did not do so for many shorter experiences I had (Forage Virtual Internships, volunteering, etc), and this was never an issue. The same applies to division into paragraphs: as you mentioned, sometimes it made sense to have multiple paragraphs (when I was discussing a longer and more substantial experience with multiple responsibilities), and sometimes it did not. Graduate recruiters will definitely not mind you writing an application so as to be easy to read; this is one of the core skills they are looking for. One thing you should keep in mind, however, is that certain application platforms seemingly allow for separate paragraphs when viewed by the applicant, but bundle all the text together in one block when it reaches the recruiter. As such, you should ensure you signpost and organize your text enough so that it is easy to navigate even in the absence of the different paragraphs.
Thank you, Andrei!
Echoing what someone else asked about this interview, would you, or anyone else in this thread, have any advice on how to prepare for an attendance note/email exercise?
- Sep 9, 2024
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Glad to help @saj2002 ! For resources for an attendance note exercise, please see the post I made just above when responding to @SamiyaJ . I have never completed this type of exercise so my input here is limited. That said, I have sat and taken minutes together with a trainee during a VS and I can say one of the most difficult aspects of it was deciding what is relevant and what was not when taking your notes. As you will likely be feeling anxious about it, you will likely want to err on the side of caution, so the natural tendency will be to include too much information. This is problematic in that it can make your attendance note look less organized and your core points less clear than they should have been. At the same time, if you try to constantly note everything down this will limit your capacity to pay attention to the meeting itself, which will make it even more difficult to differentiate what is relevant from what is not. Thus, my advice would be to prepare by doing mock attendance notes (you can probably find videos to base this on online) and constantly try to find the right balance between including too much or too little information. At the same time, this should help with identifying the kinds of formats you can use to organize the notes.
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