United States: So, You're Thinking Of Becoming A Transactional Lawyer

Last Updated: August 2 2018
Article by Rod Miller

Milbank boasts one of the most dynamic and prestigious corporate practice groups in the country. The group includes more than 445 attorneys with a wide range of educational backgrounds and work experiences. Rod Miller, a partner in the firm's New York office and a member of the Capital Markets Group, recently answered some of the most frequently asked questions he hears from law students and associates about pursuing a career in transactional law.

Does a liberal arts degree hinder or limit someone's ability to become a transactional lawyer?

Not at all. I don't think anyone should be intimidated just because they don't have an accounting or business background. But you should have a desire to understand commercial transactions and understand why people in business are pursuing the transactions and commercial endeavors they are—so, a curiosity is a prerequisite, not experience or education. If you lack this curiosity or interest in understanding business and commerce, you're probably not going to like it.

Which law school courses give you a good idea of what it means to be a transactional lawyer?

Historically, few, if any, did. For example, you've always been able to take a course on the uniform commercial code, which is going to be only so helpful in helping you decide whether you will like transactional law or not.

However, law schools have started to offer more practical courses that cover specific areas like negotiations in M&A and "Deals" seminars, which I think do a much better job of exposing law students to the actual practice of transactional and business law. Law schools are also allowing students to take classes at different schools, like the business school. That's what I did and it opened my eyes to what it means to be a capital markets lawyer.

How helpful are joint JD-MBA degrees?

I think they're helpful, but I certainly don't believe they're a must. Getting some training in business is a good idea. Our program, Milbank@Harvard, for example, teaches our mid-level associates basics in finance, accounting, marketing, and management. I think it's important to have that understanding, particularly for mid-level associates, but having formal business courses, let alone a MBA, is certainly not a requirement for a future in transactional law.

How important is it for associates to specialize in a particular kind of transactional law early in their career?

I believe the best transactional lawyers continue to be those who have some specialization (such as M&A or corporate finance), but are not limited by that area and not intimidated to venture into other areas when the need arises. One of my partners used to have a leveraged finance practice, but he is now the co-head of Milbank's project finance practice. Leveraged finance and project finance are very different in some ways, but similar in others. The ability to understand the fundamentals is the key. Those who master the foundations of a particular practice area, but stay flexible about what they can and are willing to do, have the best chances at career longevity and success.

In our capital markets practice, for example, we do equity, debt and structured securities offerings—anything that applies to securities. Is that specialized? It may depend on the firm. We think it keeps us involved in a very wide range of transactions, not only the IPOs and bond offerings we are known for or representing foreign governments that look to raise capital in the United States, but also in nearly every major restructuring in which Milbank becomes involved.

Today, there is a premium on mastering general transactional law because things are changing so quickly. If you understand the basics, you'll be less intimidated by that change.

Is it a good idea for a transactional lawyer to get some litigation experience?

It can be, but is not necessary—again, we encourage associates to dabble in different areas of law, including litigation, in order to discover what area of the law most interests them. Like transactional law, there are many kinds of litigation, so it's important to experiment. Some litigators gravitate to a practice that focusses on internal investigations and reporting to a company's board of directors or a special committee. Other litigators love going to court and taking cases to trial. Still, others love the writing aspect of litigation, and so they lean toward appellate law. I actually practiced with a litigation boutique for a few years out of law school before turning to "Big Law" and the transactional world.

What kind of skills will be important to transactional lawyers in the future?

The technology we have today is putting a major emphasis on turnaround time. Increasingly, the primary factor in measuring successful lawyering versus unsuccessful lawyering is how quickly the right answer can be attained or documents drafted. In a world of texts, email, and mobile devices, getting that right answer is expected in minutes or hours—certainly nothing like the days and weeks we used to have in the pre-digital age. The most successful attorneys are those who are both highly responsive to clients and comfortable with interweaving work and personal life. These days, we do a range of things that are personal in nature while at work (on-line shopping pops to mind), but also take work home with us and step out of personal events to take calls and return emails.

The thing that has never changed, and continues to be critical, is someone's writing skills. If you're going focus on anything before, during and after law school, you should focus on how to improve your writing. It's absolutely critical. It means having a strong vocabulary, being able to write in different styles—for example, litigators have to write persuasively in briefs filed with a court, while transactional attorneys draft complex agreements, memos and presentations to a company's board of directors or, particularly in the case of capital markets attorneys, prospectuses to be delivered to potential investors to understand a company and its business.

Originally published by Vault blog.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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