The Coming of Age of a Corporate Lawyer - Level III

This is the third part of my professional coming-of-age story. Please go ahead and read the first and second parts - here are the links:

Level I:

Level II:

 And here is a short recap (SPOILER ALERT): 

The first part was about my obsession with becoming a corporate lawyer and ended with me finally getting my foot in the door to a corporate law firm. The second one started with me trying to survive in a corporate law firm world, without much success, ending with me seeking a new job.

 This, Level III, is about that new job. Without further ado, please enjoy Level III, folks…

Ω

Thankfully, finding another corporate law firm job was not as soul-wrenching as the previous one. This was partly due to the fact that I had been already vetted by a top corporate law firm. It’s like applying for Portuguese Schengen visa with a passport featuring a not-so-old German Schengen. When that’s the case, the Portuguese would not bother to vet your family going back to hunter-gatherers.

 A week into my new job, I attended a closing. My new employer did not yet know that this was my first (physical) closing meeting, but he’d soon learn that something was not quite right.

(For the layman: The closing is the term for the final meeting convened to complete a merger and acquisition, or M&A, project. There is a lot of work to do during a closing, since money and shares will change hands. After that, it will be too late or costly to remedy any screw-ups. Oh and once everything is done, champagne will be served - or baklava, if there are religious sensibilities to consider.)

The meeting went ahead as planned except for a rather major hurdle: a last minute disclosure by the sellers regarding a risk factor in the target company. But my new boss was super chill, and he convinced the client that it was better to go ahead and close the deal. So we went back to the meeting room and gave the good news that we would go ahead and close anyway.

The relief in the air was palpable. Everyone started smiling again. We, the associates, started flying around the meeting table, like bees in the Spring: checking, copying, stamping and stapling documents and ledgers. A few hours later, each and every document was signed, notarized and exchanged between the parties - except for one final step: the handing over of the share certificate from the seller to the buyer.

At this point, the champagne cart was brought into the room and everyone stood up from their seats as if the head principal had entered the classroom.

The joy was understandable. Every person in that room (or most of them) had worked hard to get there. In a few minutes, months of sweat and tears would come to a glorious end. So everyone was waiting in anticipation for the chequered flag.

 With the share certificate in his hand and a big smile on his face, the seller side’s CEO was standing in front of the big windows, with the vast ugliness of ?stanbul’s financial district behind him in its full glory.

Now was the time for our client’s executive to go and get those certificates from him, so the M?et (the host was a top-tier law firm) could start flowing.

But no executive was volunteering for the job. Even the CEO’s mandatory speech about the utter importance of the deal had come and gone. Still, no one was extending an arm to receive the bloody certificates.

Obviously, I thought, our client, the buyer, was not aware of the closing mechanics in Turkey. With the champagne getting warmer and warmer, I finally moved to the other side of the table and grabbed the certificates. The CEO, who was chatting with one of his executives, did not let them loose. On the contrary, he grabbed onto them even more tightly, while turning toward me with terror in his eyes.

“What are you doing?” he asked.

Panic washed over me. I looked around to lock eyes with my new boss. He was giving me “What the hell do you think you’re doing, leave those goddamn certificates!!” looks.

Yes, I was still holding onto those certificates on one end.

“I am just receiving the certificates” I told him, half stuttering and backing off slowly...

“You’ve obviously never been married, young man. The groom’s father asks for the bride’s hand from the bride’s father. And the bride’s father is gives his daughter’s hand only to the groom’s father - who, by the way, is on his way upstairs.”

 As a Finnish electrical engineer, the CEO knew a lot about the Middle-Eastern engagement modus operandi. He also knew something that I did not: our client’s CEO was, at that exact moment, in the elevator coming up. So, everyone had actually been waiting for him to come and close the deal.

 This is how I started Level III.

?

Following my infamous entry to my new law firm, things got smoother and I felt more and more comfortable in my own skin.

Three months into my new job came the year-end review. The founding partners of the firm surprised me by telling me that they were quite satisfied with my work. And then they went on to absolutely shock me by explaining that I was on the partner track and I could become a partner in only two years’ time.

Holy glory!!

Only 6 months ago, I was the guy that was removed from the “everyone emails” and now I was being praised like never before. What transformed me from persona non grata, into a “partner-in-track”? What made all the difference?

Was it because this new law firm was not at the top of M&A league thus not attracting the top talent? But the same was true of the former one. Both law firms were, more or less, in the same tier. So, the relative difference between the two firms could not be the determining factor.

My new bosses, the founding partners, weren’t goofs either. In fact, they were pretty street smart and not easily fooled.

Certainly, I had not become an M&A wizard in last six months. My level of experience and knowledge was almost the same. However, my knowledge was not as bad as you would - naturally - think. In fact, I had accumulated considerable doctrinal and “observational” knowledge concerning M&A law in the past few years, especially during my previous job.

Thank God, the inbox of my predecessor was made available to me in my previous job. And I did not waste the opportunity: I’d read every single email she received or sent during her 7-year stay: from the “introduction” to the “goodbye” emails.

I had started with the M&A transactions and first read the internal emails, trying to learn: What kind of risks did the team flag during a due diligence? How did they prioritize? What kind of solutions were proposed? How were the risks communicated to the client? How were the risks reflected in the drafting?

Then came the external emails: How did they negotiate and respond to the other party’s terms? How and when did they change tones? Where did they compromise and in exchange for what? How did they respond to the other side’s inquiries? How did they try to find a common ground or when did they push the other party?

How did all these change depending on whether they were buy or sell-side or on the client’s preferences or priorities?

I had also devoured the library and tried to read most of the works of the top scholars in the field: Poroy, Tekinalp, Teoman, Yasaman, Kendigelen, Okutan, Tekinay, ?mregün, O?uzman and alike.

If I had been this interested in law and its practice when I was a student, I would have most likely graduated in less than 7.5 years!

So why did I suddenly become a legal nerd?

Because I wanted to stay in this game. To do that, I had to learn the trade. Which meant I had a lot of catching up to do and did not have the luxury to do that while doing projects. It may not be in my power to fill the experience gap, but all the emails and books were just sitting there, available to anyone with the interest to learn.

Long story short: my knowledge was way ahead than my experience, even though I had not had many chances to apply it. This would change after starting work with my new boss.

His personality made all the difference.

Ω

He was very direct, soft-spoken and, most importantly, very hands on. He let me do the draftings, but reviewed them meticulously. He let me lead the due diligence, but he was never a stranger to the data-room. He let me speak even at the most critical meetings, and never ever interrupted me once or dismissed what I had said (please go and try this with other M&A partners), but steered the ship calmly when I was too off-track.

He was Mr Cucumber after all (please go ahead check this post for more info on Mr Cucumber - giggles guaranteed: https://www.dhirubhai.net/pulse/alphas-monks-cucumbers-a%C5%9Fk%C4%B1n-karaduman/.

So, as Mr Cucumber provided the security, peace and understanding (in a field that considers doing the exact opposite good management), I became a better lawyer.

After I received the “you are a partner-in-track” news, I felt even more relieved - perhaps, a bit too much. Not long after the year-end review, I found and sent the below New Yorker cartoon (by Benjamin Schwartz) to my boss:

His reaction was, as always, compact: “Hah”.

I even posted this cartoon on my office room door. Some of my colleagues might have found this a little audacious and got irritated, but I was just trying to be fun and playful. Because I was happy and content.

Of course I was. After all those years filled with tears, I had finally found a lovely home.

So, happily ever after, right? Not quite.

Ω

I loved my new job, my relationship with my boss was going very well, and the business was booming. However, I would not be able to enjoy where I was and what I had achieved for very long.

The more time passed, the more deals we closed, the more and more restless I had become. Something was not right, but I was not able to say exactly what. Then, finally it hit me: it was our law firm’s corporate/M&A rankings!

(Here is a little info for the non-corporate lawyer readers: corporate law firms are ranked by independent ranking agencies like Legal500, Chambers&Partners, IFLR in “tiers” or “bands”. The rankings depend mostly on how many deals you closed in a given year, the size of the deals and the mood of the associate from the ranking agency on that particular day.)

I was very well convinced that we were not where we supposed to be in terms of rankings. To prove this to the corporate world, I was (i) constantly checking the rankings, (ii) inquiring my friends from other law firms on the number and size of M&A projects they closed (so I could be more certain that they do not deserve that tier) , and (iii) frequently visiting our business development director’s office to ask him questions about the ranking methods.

You can easily say that this was not a manifestation of a healthy mind for, at least, two main reasons: (1) the rankings are announced annually. In other words, they stay the same 364 days a year. Checking them every day would not change much other than convince your colleagues that you’re about to lose it completely. And (2) why the hell do you care so much?

Because I wanted to be working in a higher-tier, thus more prestigious, law firm. Alright, this is somehow understandable, but why this obsession? After all, not until very long time ago, putting my feet into the corporate law firm world was a dream, let alone being (relatively) successful in it. Yet, this was not enough and I wanted to be on the top of this world (or, at least, second tier)!

(Now looking back at it, I realized that I must have been a total bore to my friends and dates in those years - please accept this as my apology).

Anyhow, after many relatively happy and uneventful years, things would change again.

Please stay tuned for the next level, folks.

Yours truly,

August, 2020.

A?k?n Karaduman

Disclaimer: This article is based on real-life dramas. However many ingredients are added to make it more alluring and some facts are changed. But the thoughts and feelings expressed therein are legit, and also, entirely my own (i.e. they have nothing to do with my business partners).