Company and Commercial law is something that I had never envisaged doing in practice as a student at university or law school. My experience is almost entirely in criminal defence and therefore when I was asked a couple of months ago to assist with a multi-million pound share purchase agreement of a company, to say that I was feeling slightly daunted is an understatement!
With the supervision and guidance of the partner in charge of the case, I was tasked with preparing the legal due diligence response and corresponding documentation. This is the process by which information and records relating to the business and the company’s assets are provided to the buyers to investigate. The buyers then analyse the response and records to identify whether there are matters which require further information or which create a platform for renegotiation of the purchase price.
The process was very involved, complicated and time consuming. Attention to detail was absolutely vital as the response formed part of the warranties and indemnities given to the buyers in the transaction.
I was responsible for providing the buyers with continued disclosure and then assisting with getting the deal ready for completion. This included preparing numerous transactional documents in a very short space of time. I learnt not only what documents were required but also (and more importantly) why they were needed. Every document I created had a purpose and aided the transition of the business from seller to buyer and was another piece of the puzzle of the transaction.
I was also fortunate enough to be invited to attend the completion meeting itself where all the parties met to hammer out the final issues before signing the vast documentation. The meeting was absolutely fascinating and watching both sides negotiate and battle long into the night was excellent experience. I do not profess to be a psychologist of any kind but the dynamics and psychology involved from all parties was gripping and it was clear that everyone knew that at any one point, the other side might pull out of the deal altogether. Fortunately, by 2.30am, the parties were able to reach an agreement and all the issues in dispute were put to bed. We returned the next day to amend and sign all of the documents, which in itself was a mammoth task given the number of documents. Finally, after about 28 hours (which I am told is quick for a completion!) the last document was signed and the deal was done. The feeling of relief from everyone in the room was palpable!
This has been one of most enjoyable tasks that I have worked on during my training contract. Whilst it has also been complex and stressful at points, my knowledge has developed hugely as a result and all of the individual elements in the transaction will provide an excellent reference point for the future.
My advice to the new trainees at Woodfines, and to any other trainee in fact, is to get out of your comfort zone. Push yourself as much as possible while you are still training and experience as much as you can. You still have the relative safety net and support of your colleagues and supervisors during your training contract so make the most of every experience and opportunity that comes your way.