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March 10, 2009


Dear Sang,

I am a junior corporate associate at a large global firm, and I am freaking out. We've had a bunch of mid-levels leave and the junior associates have been left with too much work and virtually no supervision. The partners are throwing work at me, and I am completely overwhelmed. When they give me assignments, I think they assume I know a lot more than I do. I don't want to look like a moron asking dumb questions, and, they seem too busy to explain the big picture to me. I think the other junior associates might pick up these convoluted financial concepts a lot quicker. One guy in my class has a JD/MBA so of course, he gets it. My undergraduate degree was in Art History, and I can't even balance my checkbook. When I came here as a summer they said that you didn't need a finance background to do corporate work, but now I'm not so sure. The firm bragged about the great training, and there were some classes in the beginning, but it honestly went in one ear and out the other. As far as the day-to-day work goes, we're on our own.

Don't get me wrong, I am grateful that we've got deals coming in. I've heard midlevels tell stories about starting at firms after 9/11 when the corporate market wasn't active. I know that they sat around all day with nothing to do, and then were blamed by the firms at the end of the year about their low hours. I'm glad that I don't have to worry about billables, but I'm pretty nervous that I'm going to make a big mistake on a dea. How do I know I'm not committing malpractice?

I am flying without a net, and I would really like your advice before I end up like one of those Enron guys. (Not dead, just in big trouble.)

Clueless in Corporate

Dear Clue,

I won't call you "Clueless" because you really do have a clue, more than you know. Making the transition from law school to the complex, demanding work of a large law firm is a real paradigm shift. It is no wonder you are feeling the heat. Most junior lawyers have never been involved in work where the stakes are so high and the time pressures are so great. Fortune 100 clients are paying extraordinary fees for the best advice on the planet; the deals may be the first of their kind - or at least they boast the highest dollar amounts.

You didn't mention your class year, but I am guessing that you are either a first year or a second year. As your first year comes to a close, it may feel like the honeymoon is over. You may have spent a good deal of your time in the past year on massive due diligence projects and felt very removed from the nuts and bolts of getting a deal done. If the partners are now expecting you to 'step up' in the absence of mid-levels and begin to prepare first drafts of key documents, that is, indeed, a big leap, particularly if you don't have anyone to help you turn a basic term sheet into a complete set of deal documents. If you are a bit more senior and your responsibilities have morphed from taking a stab at first drafts to "running the deal," that, too, is a huge jump.

You once enjoyed the comfort of knowing that a mid-level would review your work before the partner did, and you probably spent more time at negotiation sessions taking notes than talking. Your role going forward is a much more active one, and naturally, you feel more exposed. To a certain extent, this is the organic progression of associate development. Ideally, a junior associate has the opportunity to accept incremental increases in responsibility; just as a task becomes familiar - and maybe a bit boring - you move onto the next task, which demands a bit more thought and effort. I often caution junior associates not to miss the important lessons of work they might consider "glorified proofreading" or "tedious paper pushing." Even long nights at the printer or endless due diligence sessions are opportunities to learn. If you aren't reading and thinking about what you're doing, you won't get much out of it. These seemingly "low level" jobs are a critical part of your introduction to the processes and lingo of corporate practice.

You made mention of training, and over the past decade, law firms have advanced in leaps and bounds in the areas of professional development and knowledge management. Everyone recognizes that formal training programs cannot take the place of hands-on experience. The "ABCs of corporate practice" you learned in your orientation classes don't begin to sink in until you put them to use. This is an ideal time to pull out the materials from those classes and take another look. If those formal training programs didn't cover the "big picture" of your current assignment, expand your research. In many firms, there are departments designed to help associates find the information and document precedents they need. Some firms have elaborate databases to help you access both wholesale documents and individual provisions to meet the particular needs of your deal. Other firms have more modest methods of maintaining form files from past deals. No firm, of course, wants you to "reinvent the wheel." Find the person in your department who is charged with keeping these records, whether a lawyer, a paralegal or administrator, and become an expert at adopting firm precedents. (And treat your helpful mentor to lunch after the deal closes.)

Find the member of the law firm library staff who is most knowledgeable about your field, and ask for the best resources and publications in the area. These professionals can be your best friends as you fill in the gaps in your formal training. Your professional development or CLE manager can help you to identify internal or external courses in your area. An increasing number of firms have secured unlimited subscriptions to CLE programs, many on line or in DVD format, so they can be accessed as needed (and you don't have to worry about the cost). The firm probably also maintains videotapes of in-house programs conducted by the partners in your group, which can offer you the "big picture" that your partner is too busy to share. Continuing Legal Education programs are not just for racking up the mandatory points - they can be invaluable tools to educate yourself on topics and give you a leg up on getting your work done.

Reach out to your fellow corporate associates to get a sense of how they are managing their work. The particular partners with whom you are working may be notorious for tossing associates into the deep end of the pool. Your colleagues undoubtedly have some excellent advice to share on the resources they used to get the job done. (And the JD/MBA in your class could be a treasure trove of information - and will probably relish sharing his superior knowledge. Invest in taking this financial wizard to lunch, and it could be the cheapest mini-MBA ever.) Firms are built on the tradition of teamwork, and the goal is not competition, but competence - meeting the needs of your clients. Don't feel strange about acknowledging when you need help, and seeking it out, whether from other associates, or the often underutilized resource of your firm librarian or "form files" administrator.

The time you spend on this self-education may not be billable, but you can't afford not to spend that time. You will ultimately be better informed and more efficient and effective in completing your assignments. Even better, it will add immeasurably to your confidence and engagement in your work. It is easy to be bored by a complex deal you don't really understand. Start understanding those total interest rate swaps, and it might even be fun!

The ill-timed attrition of the mid-level associates in your group may feel like a crisis right now, but it can be a real opportunity for you. Just as you (very astutely) noted the good fortune of working during a boom market, the chance for your own growth as a corporate lawyer has expanded exponentially due to your new responsibilities. Now that you have the stage, you should want to step up and perform. Realize, though, that the partners are aware of the challenge this presents, and they don't expect you to have the level of understanding of a more seasoned lawyer. They will, however, expect you to try to help yourself. If you have used the resources outlined above, and have made a real effort to educate yourself, it is perfectly acceptable to turn to your supervising partner for information. Communicate with the partner in the way that is the most effective, and least intrusive, for him or her, whether that means email or a brief periodic "check in" meeting. The partner's secretary is a great source for advice on the best way to get your questions answered. If you are well prepared, efficient and organized when you approach the partner for input, you will be able to move forward on your assignment and demonstrate your initiative and ownership of the deal.

As a religious studies major in college who became a corporate lawyer, I feel your "numbers aren't my thing" pain. But rather than bemoan our mutual financial incompetence, let's do something about it. Some of the finest corporate lawyers I know were liberal arts majors (we call them "Renaissance Men and Women"). Ignorance of the business world, to paraphrase, is no excuse. No one expects you to memorize Pi to 200 places or do long multiplication in your head like Rain Man. You are, however, expected to understand and appreciate your client's business and the financial forces that shape your client's decisions. Just as you would devour "Variety" and "Billboard" if you were in the entertainment world, you should become a faithful reader of the industry publications in your field. Between your firm's internal resources and general sources on the web, you should have a good head start to fill in the blanks in your understanding.

Just so you get some sleep, realize that this process of acclimatization of junior lawyers has taken place as long as there have been law firms. Sure, your parent's generation marched in the snow uphill both ways to get to their firms, but it was much the same. It starts with abject terror, which gradually gives way to basic understanding, then a deeper appreciation for the elegance of sophisticated financial transactions. You'll get there, too. Who knows? You might be another Marty Lipton in the making.

With a bit of effort and initiative on your part, you can fill in the blanks and begin to perform with confidence and skill. Chances are that the partner has given you this responsibility because he or she believes in your potential, and your ability to stretch yourself and become a talented transactional attorney. So, Clue, go forth, step up to the plate and knock it out of the park.

Good luck with all of it and please stay in touch,


Do you have a question about your legal career? Click here to email Sang directly.


Sang is the President and Managing Partner of SJL Attorney Search, LLC. Over the years, Sang has placed hundreds of attorneys in the New York metropolitan area with global, national and boutique law firms and has partnered with numerous Fortune 500 corporations, investment banks and technology companies in identifying top talent for in-house legal departments.

Sang has been invited to speak at Stanford Law School, New York University School of Law and New York University's School of Continuing Education and City College of New York. She was a panelist at the 2004 NALP End of Season Series for the session entitled "Dog Eat Dog: The Reality of the New York Legal Market" and has also been featured on panels for NYCRA and the Association of the Bar of the City of New York. Sang consults for the Office of Career Services at New York University School of Law where she counsels, coaches and prepares law students and alumni for interviews with prospective employers.


Founded in 2003, SJL Attorney Search, LLC is a legal recruitment firm that works closely with law firms and other sophisticated legal employers to identify, recruit and ultimately hire qualified attorneys. Our consultants have successfully placed associates, partners and corporate counsel of varying rank in all practice areas of law, including mergers and acquisitions, capital markets, global finance, real estate, bankruptcy, tax, labor and employment, ERISA, intellectual property and litigation. In an industry that has a reputation for sharp elbows and cutting corners, we hold fast to our core values of integrity, quality, team work and accountability.

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