Life as a Lawyer: First Assignments
This past week was the Week of First Assignments. There was a lot of intimidation heading into this week due to all the buildup from training (starting with the guidance to “Be psychic”).
I think the best piece of advice I received about first assignments came from a senior attorney on my floor, who had received this same advice when he started: “The great thing about being new is that you get brownie points for being stupid. No one likes a first year who already knows everything.”
Brownie points for being stupid. I can do that.
Personally, I was really excited to get this week over with. Spending four years in a constant state of “newbie-ness” (new cities, new school, new program, ‘nother new program, new church congregations, new friends, new internships, new job, etc.) was starting to wear on me. I’ve really been looking forward to finally putting my education to use and developing some expertise at something again.
Here’s what I’ve learned so far from my Week of First Assignments:
Law school taught me nothing about corporate law
The only two things about corporate law I really know are 1) boards of directors have a lot of legal responsibilities, and 2) public companies are required to report “stuff” to the SEC.
What I didn’t realize is that there is A LOT of legal paperwork required to make sure both of those requirements have been met. I don’t think I ever looked at a voting agreement, board consent, shareholder consent, etc. in law school, even in my corporate law classes. That's not an indictment on Georgetown, but on law schools in general.
I did look at 10-K’s, 8-K’s, investor term sheets, and capitalization tables, but those were mainly through the MBA program, making this the first instance where my MBA became useful in my legal career (aside from the color accounting lesson we had during training).
Because my knowledge of corporate law only extended to a basic understanding of the requirement to report “stuff”, I had no idea what the day-to-day aspects of corporate law entailed. But I’ve been learning, as highlighted by the following exchange that typifies each of my First Assignments:
Attorney: “Hey Erin, can you dupe out this document and prepare it for the new company?”
Me: “Sure thing! I’ll get right on it.”
… 5 minutes later:
Me: “Um, by ‘dupe out’, do you mean change all the company references and dates?”
Me: “Great! Got it.”
Attorney: “Could you also make sure the language in the attached term sheet is reflected in the Voting Agreement?”
Me: “You bet!”
...15 minutes of staring go by:
Me: “Sorry - what do you mean by ‘make sure the language is reflected?’”
Attorney: Just look at the language and make sure it matches up. If not, take a stab at drafting it into the agreement.”
Me: “Ok. Do you have any precedent I can use as a guide?”
Attorney: “Nope. This one is kind of complicated, so just do your best.”
...20 minutes later (this time on the phone):
Me: “Ok, I’m not finding any language in the term sheet that needs to be added, but I’m not sure I’m looking at this correctly.”
Attorney: “Ok, let me double check real quick…(2 seconds later) If you look on page 2, right before the end of the page, it describes the differences.”
Me: 🤦♀️ “Of course. How could I have missed that... Thanks!”
...Half an hour later:
Me: “Ok I’m all finished!” Take a look and let me know what you think.”
...5 minutes later:
Attorney: “I made a couple of edits. Look through them to see what I did and then accept all the changes and save it into the system.”
Me: [Opens document. All drafted language is crossed out in red and rewritten.]
There’s a whole new vocabulary I have to learn
This one can be summed up in one exchange:
Attorney: “Thanks for editing the opinion letter, Erin. Will you also draft up a NAL and send it over to our internal committee?”
Me: “Sure!...What’s a NAL?”
Even when I think I’m doing something right, it’s probably wrong
I now understand why law is described as an apprenticeship. The whole point is for lawyers who know what they’re doing to help out and protect the lawyers who don’t know what they’re doing. See this exchange:
Attorney: “Erin, can you edit these opinion letters and then send them off to our internal IP team and the client for review?”
Me (now knowing what an opinion letter is): “Sure!”
….20 minutes later:
Me: “Hi Client and Internal Expert, please see the attached draft of the firm’s opinion letter for review.”
...30 seconds later:
Attorney: “Client and Internal Expert, in addition to the previous email, please see a few additional comments and edits for review.”
Working with internal groups also provides ample opportunity for messing up. While working on a public offering for one of our clients, my team frequently sent edits to our outsourced printer, who made changes on the documents we were preparing to file. Noticing that the emails from the printer only included me in the “To:” line, and having seen my team members tactfully ask the client to include the whole team on communications, I took it upon myself to do the same for the printer.
Me: “Printer, thank you so much for sending these documents. Going forward, would you please include the following Attorneys on these communications?”
Printer: “Erin, we already do. The emails get sent to everyone on this Working Group List as shown in the email.”
Me: [Reads the whole email and realizes there’s a section that says “Recipients of this email:” with all team members included]. “Oh great! Thanks for being so on top of things!”
To make matters worse, no one on my team alerted me to this fact EVEN THOUGH I had been forwarding them the emails from the printer with captions like “Forwarding in case you didn’t get this.” Thanks team… 🙄
Good up-front explanations mitigate later questions. Good up-front explanations are hard to come by.
I have been really grateful throughout this last week to find that people really are totally willing to help me out, and that my questions truly are welcome. But getting the help I need can be a little challenging when the people who are supposed to be training me also have a mountain of their own work that they have to finish. It’s an interesting paradox when the firm is so busy that they desperately need your help, but too busy to get you up to speed so you can help. Sometimes it’s just faster and easier for the attorneys to do the tasks themselves, rather than take the time to explain everything, answer all the follow-up questions, and correct all the inevitable mistakes. Sometimes I find myself having to get a little aggressive about just being included. It’s a good problem to have, because it means there’s a lot of work and the firm is busy, but I’m quickly realizing that no one is going to handhold me through my own workload.
Finally, since I’m sure you’re all wondering, so far I have not worked more than a pretty normal schedule. I’ve been leaving the office between 5:00 PM and 6:30 PM every day and only had to get online at home twice (once on my birthday and once on a Friday night). I did go into the office last Saturday for about 4 hours but interspersed it with a trip to a huge Christmas craft festival. Ironically, the Christmas festival was in the same room where I took the bar exam, which created a weird clashing of emotion within my soul.
Nevertheless, even though my schedule has been pretty great, I’ve woken up in the morning to see the size of my inbox doubled by team members sending out emails at 1:00, 2:00 or 4:00 in the morning. I’ve felt kind of guilty about that, even though there wasn’t any work for me to do on those emails. Everyone tells me not to feel guilty, and to enjoy the time when my schedule is lighter because soon enough I'll miss those days. And I believe that's true - I can tell from these emails that, even though my load has been pretty light, the storm is coming.
Going forward, what kinds of things would you like to hear about in this series? Do you have questions about life as a lawyer that you'd like me to answer? For the attorneys out there, do you remember what your first assignments were like? What advice would you also share for new lawyers?