8:30 a.m.: Arrive at the office and proceed directly to an internal training session covering an aspect of the year-end reporting process. This training is part of a six-session series presented by the firm every year to prepare the associates for the upcoming reporting season.
10:00 a.m.: Return to office to pick up file on a private biotechnology client and hurry to a meeting with a senior associate. At the meeting, discuss the list of names and addresses of the client's stockholders (mailing list), which I reviewed the day before in preparation for a Section 228 Notice of Action Taken mailing. Point out to the senior associate which addresses are missing and ask her to obtain these from the client. She also suggests where to look for additional information regarding stockholder addresses.
10:30 a.m.: Discuss the upcoming Section 228 Notice of Action Taken with my assistant. This particular mailing will be to nearly one hundred stockholders. If you discuss upcoming large projects with your assistant in advance, she is more likely to clear her schedule of other work and help you complete the project in a timely manner.
10:35 a.m.: Take a few minutes to check e-mails from the night before. Most of them discuss various due diligence issues that have been uncovered during document review for a merger. (I am working on a team with a mid-level associate and a partner on a merger of our client with and into another biotechnology company.)
10:50 a.m.: Briefly review estimated corporate tax forms from California that need to be forwarded to another client. Draft a cover letter to the client to accompany the tax forms and instructions.
11:15 a.m.: Meet with the mid-level associate to discuss various merger diligence issues and the to-do list for the day.
11:30 a.m.: Proofread the cover letter to be sent with the tax forms and instructions and send the packet to the client.
11:40 a.m.: At the request of the mid-level associate, call opposing counsel to discuss a new diligence question. Take notes of discussion. Copy a few documents from the master diligence file for the review of the mid-level associate and bring the copies to her office.
12:10 p.m.: Eat lunch in office. Organize e-mails from the previous day while eating. Moving e-mails from the Inbox into client-related folders helps you to locate relevant messages quickly.
1:00 p.m.: Revise the mailing list for the Section 228 mailing to incorporate new information provided by the senior associate. Find additional information in a closing binder that the senior associate provided during the morning meeting. Check the mailing list against the stock ledgers to ensure that all stockholders are accounted for. Give the list to assistant so that she can get an early start on preparing mailing labels.
2:15 p.m.: Prepare a first draft of Disclosure Schedule to the Agreement and Plan of Merger. Briefly meet with the mid-level associate to give her a copy of the draft and to share thoughts about further improvement of the draft.
6:00 p.m.: When I return to the office, I find an unexpected voice mail from a public company client regarding the latest edits to an Amendment to Form S-2, which the client plans to file with the SEC the next day. I have been involved with the drafting of the Form S-2, but not with this particular round of edits, which were made by a senior associate. Call the client back and discuss the edits with her, pointing out that she should further discuss a few of the edits with the senior associates the next morning.
6:20 p.m.: Prepare and send a long e-mail to the controller of the client involved in a merger asking him to provide some additional information for inclusion in the disclosure schedule and to help with the preparation of a few sections of the schedule.
6:50 p.m.: Receive and review e-mail from opposing counsel containing additional questions in connection with her due diligence review of our client's documents.
7:00 p.m.: Call opposing counsel to discuss her due diligence questions. Answer two questions, and promise to follow up on the others and call her back the next day with the answers.
7:15 p.m.: Forward the unanswered due diligence questions to the mid-level associate for her review.
7:20 p.m.: Revise the draft disclosure schedule to incorporate the comments made by the mid-level associate during our last meeting. Leave a copy of the revised schedule in her office for her review.
8:00 p.m.: Organize files and prepare a tentative -to-do-list for the next day.
8:15 p.m.: Leave the office and hurry to catch an 8:20 train home.
More Day in the Life
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