now clogging the internet elsewhere

02 June 2006


I was tempted to do a Twelve-Days of Christmas-type rundown of my first 12 days at a law firm ("on your second day at a law firm, you'll go to a "required" dinner where the associates will buy you two rounds of "required" Patron shots in addition to the 3 rounds of margaritas you've already ordered...." sing along now!) but I thought that might get tiresome. So instead, I will regale you with my tales of woe (woe is becoming kind of a theme around here, isn't it?) in corporate finance. Here's how I know I am not cut out for corporate finance work: I can't even say it right. I say it "fine-ance" with a long i , which makes a lot of sense when you're thinking about things like "financial aid" (long i) and "refinancing your loans" (long i). People who practice in corporate finance say it "fin-ants." Short i. Said very quickly, with an emphasis on the "ants." Which pretty much only makes sense if you're thinking of the word "financier" (short i and silly french flourish at the end.) I, obviously, am in the wrong frame of mind for this practice, since even typing the word "financier" makes me laugh at how far outside my league I am here. So yesterday I get my first assignment, and it's in corporate fin-ants, and it's a 50-odd page asset purchase agreement, and I'm supposed to look at it and "identify which elements are particularly pro-seller and which elements deviate from the norm for this kind of transaction, with your take on why we might see those deviations in this agreement." Shit. I tentatively interjected: "um, I haven't taken secured transactions, so it's going to be kind of hard for me to identify things that deviate from the norm when, you know, I don't know what the norm is. Sir." "Oh. Have you taken bankruptcy?" "no." "Securities?" "no" "Real Estate Transactions?" "no" "Contracts?" "Yes! It was a first year course! I took that!" (and got one of my weaker law school grades, but I didn't volunteer that part.) "Well, okay, good! Um, this is not really like anything you'd see in contracts class except, you know, its a kind of contract. Have a memo on my desk by the end of tomorrow." Let me spare you the suspense: reading a 50-odd page contract where one urinal maker wants to buy another urinal maker (you can't make this stuff up!) is so. awesomely. boring. Holy crap its boring. Sunset provisions on reps and warranties? Boring. Indemnification clauses? Boring. Due dilligence? Oh dear god. So, here's hoping I get a litigation assignment next!


At 6/02/2006 02:53:00 PM, Anonymous samantha said...

Wow. Do I need to remind you about all the character you are building? No? Okay then, I'll just go sit over here and be quiet.

(oh and my v-word is oitcgc. kick ass oitcgc!!)

At 6/06/2006 03:01:00 AM, Blogger half & half said...

I'm really interested to hear what you think of Corp Law. I know there must be more to it than what bankers see (when we interact with you all on underwritten offerings and diligence), so keep the posts coming!


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