Summer Studenting Corporate Lawing

by: Josh C.

Since Jeremy put up a blog about what he did as a summer student working primarily in litigation, I thought it would be a good idea to talk about what I did this summer since I worked mostly in corporate and securities.

If legal research is the foundation of litigation then due diligence is the foundation of corporate law. The term has been mentioned on the blog before but it’s basically reviewing documents for the purpose of making sure everything about a business or transaction is how it’s supposed to be. Let’s take a hypothetical example. Say you want to purchase a fireworks factory. You would naturally want to know everything about the company so that you know what you’re getting into. Employment agreements, contracts with suppliers, insurance policies, and a lot of other things get sent to law firms so that they can review them. What would you think if the factory has a pending claim for $10 million against them? If the collective bargaining agreement with the fireworks union is ending next week? If the contract with the factory’s number one buyer is terminated if the factory is sold to a third party? You might reconsider the price you’re willing to pay or decide not to go through it. There is a lot of due diligence, no question about that, but you get to know the ins and outs of corporate transactions and learn what’s important when navigating your way through reams of paper.

Other things I did this summer:

1. Researched the implications of new securities legislation for clients;
2. Delivered securities to purchasers in exchange for cheques (very, very large cheques in some cases);
3. Looked for connections between a scandal and a key figure in pending litigation;
4. Wrote a memo on the financial and legal implications of a client proceeding with a transaction; and
5. Researched transactional precedents on SEDAR.

I know, I know, that’s a really vague list but that’s just an inevitable part of the sensitive work that we do. The bottom line is that even if you don’t think it’s for you, getting exposure to corporate law provides a ton of insight into how business is conducted from a legal perspective. And, if you’re anything like me and had no idea what a corporate lawyer does, you’ll finally be able to speak somewhat intelligently about it…somewhat.

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