University: Brasenose College, Oxford University
Corporate finance lawyers advise clients on all aspects of the buying and selling of interests in businesses or business assets, relationships with their shareholders, corporate governance and equity financing matters. This includes advising on compliance with company law procedures, the raising of equity financing and, in the case of cross-border transactions, compliance with domestic and foreign laws. It is possible to work primarily on mergers and acquisitions (M&A) with public or privately owned companies. Alternatively, a corporate lawyer may focus on equity capital markets work, the private equity, venture capital or hedge fund sectors, or spend their whole career as a generalist assisting SMEs and small-scale entrepreneurs.
The choice between a career as a barrister and solicitor is the classic fork in the path that all wannabe lawyers must face. However, for David Griffith-Jones – a corporate finance solicitor at Sullivan & Cromwell – it was not a decision that cost him too many sleepless nights. “A piece of advice I was given was: what are the core skills that you want to develop while doing this job?” he recalls. “Do those core skills lead you in the direction you want to go?”
Accordingly, he weighed up the key competencies necessary for each profession. “As a junior barrister you are mostly looking at civil procedural rules, the evidential side – it’s very tactical, very procedural,” he reports. “However, as a junior corporate solicitor I spend more time getting to learn what businesses want and also why they want to pursue these goals.” The chance to work for some of the most powerful forces in the business world was irresistible – it was the solicitor route for Griffith-Jones, more particularly corporate finance. His fascination with what makes businesses – and the people behind them – tick was cemented during his training contract at Sullivan & Cromwell, when he was seconded to a private-equity firm in Silicon Valley on the world famous Sand Hill Road, an experience he describes as the highlight of his career so far. “To understand this place was a fantastic opportunity – the buildings may look unassuming but inside them are the people coming up with the businesses of tomorrow. It was a real opportunity to see how people use legal providers and what clients look for in their lawyers.”
The client is king
After his training contract, Griffith-Jones qualified into Sullivan & Cromwell’s general practice group – a deliberately broad area that eschews the narrow silos common to many law firms. The group is an unusual (although not unique) way of structuring the corporate side and is responsible for everything from capital markets and M&A to commercial real estate, to project financing transactions.
“We don’t draw as many distinctions between different transactional practice areas as other firms,” Griffith-Jones confirms. “S&C’s view is that our lawyers can become more rounded business lawyers by understanding that these distinctions are sometimes artificial when viewed from the client’s perspective.” He appreciates that developing a more focused practice in a specific area gives young lawyers exposure to high numbers of transactions of a similar type early in their career, which can in turn promote a very deep and nuanced understanding of such transactions. The flip side is that working in a large and varied department allows for a lot of cross pollination and sharing of ideas between practice areas that might otherwise remain totally separate.
“Clients are paying for all-round business advisors rather than just lawyers. People who understand the industry, the issues that their clients are likely to encounter and the concerns that matter to them”
‘Corporate law’ is itself a nebulous area of practice. Whereas a financing lawyer will advise on the debt in a business, throughout the capital structure, corporate lawyers are principally focused on the equity financing of funds and businesses and how that equity interacts with the other rights of shareholders and other stakeholders and the broader capital structure. This comes together in strategic M&A activity, which draws together all of these strands. While any transaction is likely to involve myriad specialists, each with their own area of deep expertise – from employment law, to the tax implications to environmental impact – it is the corporate team that often sits at the centre of the transaction. “It is our job to synthesise this information and present it to the client,” Griffith-Jones explains succinctly. “We need to have a deep understanding of the issues that matter to them – to tell the difference between a $1 million matter and a $100 million matter – and to advise the client accordingly.”
As a solicitor who qualified in 2017, Griffith-Jones is realistic about the nature of his day-to-day work. “I’m the person in the data room, keeping track of issues and trying to consolidate them.” He is also involved in drafting documents, a task he describes with a refreshing lack of ego. “I might make a first draft and then send it to the partner – who sends me comments,” he laughs. “I redraft based on this, then they send me comments again. Eventually we send it to the client, who hopefully doesn’t have as many comments as the partner – but eventually we come up with a final version.” And having survived such a rigorous process, you can bet that the end product will be watertight.
The entire legal sector faces big changes in the coming years and corporate law is no exception to this. Griffith-Jones reports that one buzz word right now is ‘barbellisation’, which describes an inverse bell curve with price at one end and quality at the other and very little left in the middle. Legal tech and AI are allowing procedural tasks to be carried out more efficiently and thus for greatly reduced costs, while at the other extreme are firms that specialise in high-end, individually tailored advice. “Clients are paying for all-round business advisors rather than just lawyers. People who understand the industry, the issues that their clients are likely to encounter and the concerns that matter to them – and who charge accordingly.”
This is definitely the bracket into which Sullivan & Cromwell slots. Talking to Griffith-Jones it becomes clear that the firm has been able to position itself in this niche by investing a great deal of care and resources in its people. “Great business lawyers tend to have not only high IQ but also EQ (emotional intelligence) who can deal well with people and apply their intellect to problems and find solutions in innovative ways. At S&C this feeds into the thinking between the broad practice areas that we have – creating divisions suits lawyers not clients.”
Skills and experience
So what skills do you need to become part of this rarefied world? First up you have to be able to deal with a good amount of pressure; next is the ability to handle significant amounts of information – to absorb it and synthesise it. Dedication is Griffith-Jones’s key suggestion. “People who do well at corporate law firms tend to enjoy and be deeply interested in the work that our clients do. If you don’t the drama of a hostile public takeover interesting, or aren’t interested in why and how businesses pursue their strategies, then maybe this is not the field for you.” He recommends that anyone considering becoming a business lawyer should become a regular reader of The Economist and the companies section of the Financial Times.
When it comes to advice, his takeaway is to do as many vacation schemes as it is possible to fit in – he believes that it is the only way to get a true flavour of a firm. Even then, there is only so much you can learn in two weeks. “Speak to people ahead of you – if you’re a first year, try to keep in touch with third years who are off to do their LPCs. They’re going into the lion’s den ahead of you – they’ll give you the unvarnished truth.”