Professional Documents
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Bright Network - Commercial Law Notes
Bright Network - Commercial Law Notes
Bright Network - Commercial Law Notes
Gurupma Singh
If you’re looking to connect with more people who are looking to help each other please
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If you want to help me out I’d really appreciate it if you could check out a project my friend
and I are working on called Happier Souls which is all about helping people to build
happiness in their own life :)
https://www.instagram.com/happiersouls_/
Contents page
Here’s a contents page to help you find the notes you need! Just click on the heading you
want to get to.
Day 1 3
Introduction 3
Your hosts 3
Aims 3
Tech issues 3
Slaughter and May - Robert Byk 4
Speaker 4
Tips 4
Most important advice 4
Networking - J. Kelly Hoey 5
Importance 5
3 key networks 5
Questions and Answers 6
Managing you - Ben Carter 8
Ben’s linkedin 8
Self management skills 8
Wellbeing at work 9
Managing stakeholders 10
Key takeaways 10
Questions and Answers 11
Clyde & Co - Sector 101 - Mark Wing & Georgia Kymam 12
Introduction 12
Core Legal skills 12
Georgia 12
Clients and Sectors 13
The future of the Legal Industry 13
Role of a partner 14
Day in the life of a trainee 14
What to look for in a graduate 15
Questions and Answers 15
Clyde & Co - Anna & James 16
Top skills for law 16
Catherine Howard - Writing notes 18
Why does it matter? 18
Basic structure of good legal advice notes 18
Presentational tips 19
Preparation and concentration is everything! 19
1
Slaughter and Mays - Camilla & Eniola Oyesanya 20
Agenda 20
What are global investigations? 20
How do investigations arise? 20
Stage of an investigation 21
Why are Investigations interesting? 21
The road ahead 22
Anatomy of a private equity transaction - Khalid Hayat 23
What is private equity? 23
What is a buyout? 23
Core element of a successful buyout: 23
3 key parts of transaction 23
Typical LBO structure 23
LBO life cycle 24
Anatomy of a private equity transaction 25
Allen and Overy 27
What is legal research? 27
Key things to remember 27
The most common mistakes 28
Taking instruction - understand the context 28
What are you being asked for? 29
Questions and Answers 29
Day 2 31
Work Sample - Phil Yarrow 31
Instructions 31
NDA 31
Key points 31
Teamwork and Collaboration - Ben Carter 32
Teamwork vs collaboration 32
How to maximise collaboration 32
Working towards a common purpose 32
Skills of a good team member 33
Measuring teams performance 34
Key takeaways 34
2
Day 1
Introduction
Your hosts
Kirsten Barnes - Commercial Director
https://www.linkedin.com/in/kirsten-barnes-52450848/
Aims
- Provide all student with access to work experience opportunities during this time of
uncertainty
- Create genuine value for all participants and support them in their future career
endeavours
- Spotlight potential career paths for students from a wide variety of backgrounds
Tech issues
If you’re having technical issues then use FireFox or Chrome
Always refresh if you have any tech issues
Can have 20-50 second delay
If lagging a lot choose a lower quality stream using settings on video
Main things that you need to do to get the certificate are complete and peer mark one piece
of work!
3
Slaughter and May - Robert Byk
Speaker
Robert Byk - https://www.linkedin.com/in/robert-byk-0787481/
Bristol University
Scored a 2:2
Been their his whole life
2 years training
Been a partner for 9 years
Thursday at 1pm for hints and tips
Done a lot of cool stuff
Has a standing desk
Helped advise on COVID funding
Helped Red Cross
Done a 2am hearing for Thomas Cook
Favourite transaction - not about size or scale or deal
It’s about having an idea, being enthusiastic and curious enough to be a take on anything
Tips
Key question - why?
Take on 80-85 people per year
The job is difficult
Lots of benefits
“We are individual responsible for our actions and our inaction” - Rene Richardson
Appreciate them talking about racism and increasing diversity as a first step.
4
Networking - J. Kelly Hoey
How you listen are and how you observe - key for both lawyers and networking
Eyes and ears are better networkers than your mouths
Importance
The relations you build at the start of your career will be in decision making positions 7-8
years down the line
The people you build relationships now can last for a very long time
Whatever medium you decide to use to network you need to think about the person on the
other side
3 key networks
This can evolve and change over time with difference circumstances
1. Peers
- The most important
- Friends who will be doing similar things
- People who are going through what you will go through soon
- Also goes for client relationships - need to be of your level
- Things go out of date quickly so peers are often most up to date
- Relevant insights and tips
- Share contacts and insights
2. Existing network
- Need to know what you’re currently doing
- Lecturers
- If they don’t know what you’re doing they can’t help you
- Be active and shout about what you’re doing
- Even if they might not directly know what it is you’re doing but they might know
someone who does
- We bring our own networks to the table when we meet new people too
5
3. New connections
- Speakers like Kelly, takes time to build trust
- This is going to take a while
- Plant the seed and work on it overtime
For Law firms
- Follow their social media
- Subscribe to their newsletters
- Go find what training courses that they’re promoting
- Get on their mailing list
- What are their aims and focus and goals
Yes there is
Decide on:
What you want to share
How often you want to share it
The tone and voice that you want to share
Use #’s
- Developed on twitter to filter information
- Look for hashtags
- #PelletonLawyer - idk what this is
(My personal tip is to also use location filters and find people near you or at particular
events)
6
Made by how people talk about you
Show up for your network EVERY day
Need to be a positive person
What is your public profile online and how does it present you?
Go use a friend and ask them to check and give you honest feedback
Reflect on what makes good first impressions when you meet more people
Even if you have bad first impressions then it’s not the end of the world
7
Managing you - Ben Carter
Ben’s linkedin
https://www.linkedin.com/in/ben-carter-6395962b/
12 million working days lost to work related mental health conditions - please guys if you’re
struggling with anything then feel free to drop me a message, even if you’re struggling you
don’t need to struggle alone! https://www.instagram.com/gurupma/
72% of people said work life balance is more important than a high salary which is good :)
Can find work life balance even as a lawyer, not always just 9-5 but still possible.
Organisation
Managing your own workload and repsonsibility
Find out what works best for you - easiest way to see what you're doing
Could use excel, canband or give yourself concentration times
Pomodoro technique? - Set a timer for approximately 45 minutes as we can’t focus for too
long
https://www.amazon.co.uk/s?k=deep+work+-+cal+newport&adgrpid=60154452904&gclid=Cj
wKCAjwr7X4BRA4EiwAUXjbt1EyHkck5SINFDrISCTrIKQDdChmT6jr57Go3VFRFAmFimp_V
i-BFhoCchsQAvD_BwE&hvadid=259072197533&hvdev=c&hvlocphy=9046771&hvnetw=g&
hvqmt=e&hvrand=3748032918266291997&hvtargid=kwd-445787283326&hydadcr=18490_1
772480&tag=googhydr-21&ref=pd_sl_1sizcaq4cj_e
Initiative
● This is trying to figure it out yourself first before you ask for help
● It's fine to ask questions but apply yourself first - be resourceful (use google!)
● Best way to separate yourself from others
● Show your employer what it is you're capable
● Work ethic, doesn't mean working long hours, it means having the best output and
being fully committed - NEEDED for law
● If you’re interested in this then you’ll naturally have a good work ethic
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● Need to build a reputation of getting things done
● Leave your ego at the door - just another human being who is there to work at what
you're doing
Emotional intelligence
Can you put yourself in other people's shoes? - empathy
Can you hold yourself accountable?
Be very self-reflective
How can you fix things?
Effective communication
Make sure people are aware of the expectations that you have
If you don't communicate properly people will jump to conclusions
Therefore it’s best to over communicate
Wellbeing at work
Bend but don't break
Push yourself to learn but don't let yourself burn out
Need to be able to enjoy yourself
9
Managing stakeholders
Managing upwards
● Not just a one way relationship
● Be yourself
● Build human connections
● Understand how to give feedback
People management
● Learn from each other
● Leader not manager
● Delegate empathetically
● Being a good listener
Key takeaways
● Work hard on self-management
● Prioritise your wellbeing
● Speaker up
● Know who your stakeholders are
● Be open to giving and receiving feedback
Key takeaways
- Work hard on self-management
- Priorise your wellbeing
- Speak up
- Know who your stakeholders are
- Be open to giving and receiving feedback
10
Questions and Answers
11
Clyde & Co - Sector 101 - Mark Wing & Georgia Kymam
Introduction
Mark - qualified from being a trainer in 2008
Georgia - qualified in august
Georgia
Just because you’re not in England you might still be governed by English Law
Great to get involved on things abroad
Regional resources centre helps ensure that all different legal issues are considered from
different countries
12
Clients and Sectors
Aviation - AirFrance
Casualty & Healthcare - GSK
Energy & Natural resources - Petro-Canada
Insurance and Reinsurance - Lloyd’s of London
Marine, trade & commodities -Sea Trucks Group
When working with clients you really learn about their concerns
Costane? - works on very small margins
Might have to work with different teams and try and bring them together which can be
interesting
Clyde Code
- Unique off-the-shelf connected parametric insurance contract for use by insurerrs;
automating the performance of the policy by receiving weather data, calculating
potential claims obligations and producing an exportable report of insurance
premiums or losses
Data Lab
- We bring together together and the Lab’s artificial intelligence expertise to:
Improve our legal services and the way we deliver them; and
Potentially develop new legal products or services
We also assist in preparing our legal practices to take commercial advantage of their
data and technology-driven automations
13
Costance - where Georgia first got involved in the data lab
As you become more data reliant then need to be more careful on the privacy
Hackathon
Role of a partner
2 year process of training and this is changing with time and COVID
Time Task
14
17:00 Post-COVID Regulator test case
15
Clyde & Co - Anna & James
Anna and James LinkedIn
https://www.linkedin.com/in/anna-rutowicz/
https://www.linkedin.com/in/jamesmajoruk/
They’re mugging us off for this, they legit stole half of this from this article:
https://www.prospects.ac.uk/jobs-and-work-experience/job-sectors/law-sector/7-skills-for-a-s
uccessful-law-career
To demonstrate this
- Expand researching and reading past the news
- Business publications - financial times, economist
- Top tip is to relate everything back to the business you’re applying to and the sectors
that they operate in
- Becoming a member of the following - Legal cheeks, aspiring solicitors, university
societies
Teamwork
- Need team players - everyone helping others works in everyone's favour especially
the client
- Leadership skills
- Create communication
- If you overdeliver then people will help you out more often
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- Want to see your response
- Team exercise - negotiation and leaderships skills, contribute, have equal input
- Ability to work with different teams
- NEED TO EVIDENCE THIS
Attention to detail
- Really important in this industry
- Undermines your credibility and the firm itself
Demonstrating this
- Double and triple check your work
- Get someone to check through it
- Take breaks from it so you can focus clearly
- Not everything gets picked up on grammarly and word
- Don’t just use a template and then use it for everything - be specific
Communication
- Lots of different ways to communicate
- Not just the basic old school methods
- Letters, emails, direct messages, presenting in court, social media
- Good advocacy is good for court, convincing clients, explaining to your team
- Negotiations
Demonstrate this
- Law society
- Work experiences
- Will show clearly in interviews
17
Catherine Howard - Writing notes
Executive summary - not essential but usually very much appreciated for advice
noites going to clients. Just half a page to a page of bullet points summarising the
advice
-
1. Background and questions - a clear summary of the factual background and the
questions or problems that have arisen in that context, Where there are any
commercial drivers or other practical considerations (such as public relations
implications) which affects the advice or the client’s considerations of the options,
then make these clear
- Some people might not be clear about the question/problem so you need to
be clear about what you’re answering
- Might seem like you’re repeating yourself but necessary for clarity
2. The relevant law - set out the law relevant to addressing the questions posed. But
don’t stray into answering the questions or discussing the facts in this section Leave
that to the next section
- Supervisor could then easily see if you have any mistakes in the law
- Makes it easier to see how you’ve come to your conclusion
3. How your relevant law applies to the facts - having set out the law previously, you
now consider how it applies in your client’s situation in order to answer the questions
posed. This is where you set out your legal analysis and conclusions
- Come to the conclusion
- Doesn’t have to be black or white, you can state both points of views
- All the information needed to weigh up the risk based off the law
Conclusion - a conclusion may not always be necessary for a simple note where they
section above clearly and succinctly answers the questions, or where you have an
executive summary
18
Presentational tips
Consider using diagrams - flowcharts, timelines, tables or pros and cons, venn diagrams
etc. clients love diamgrams, particularly when things are complicated
Use short sentences - even where the law is complex or subject to numerous caveats
Consider using footnotes for references - to some extent a personal stylistic issue
Write in a way that would make sense to a friend - the more complex the issue the more
important it is for you to present simply
Be self-critical - When you have done your first draft of the note reread it. How could it be
made simpler and clearer
Series of questions - In the legal analysis it can sometimes be a good way to lead the reader
through your analysis
Short paragraphs with helpful sub-headings - this is another way to make your note more
readable and to enable the reader to see the structure of your analysis at a glance
Cold reading - the reader is coming to read your note completely cold, imagine they have no
idea about any complicated topics or any background ideas so explain everything
Proof-read - just makes sense doesn't it? Don’t ask your supervisors to do this
Background papers - give your supervisor any background papers when you hand over your
note for them to review - e.g. the cases, regulations or text book articles you used for the
research - learn a lot from this
● Don’t launch intp writing up your note until you know what you’re going to say: The
best advice notes are succinct explanations that lead the reader from A to B to C in a
clear and compelling way
● Research, think, make notes, do more research if necessary, do a draft structure for
your note and only then write up your analysis. You’ll save time and produce a better
quality result
● To carry out research and to write up well takes concentration. Try to allocate a
chunk of time when you are less likely to be interrupted
● Consider switching off your computer screen and notifications to concentrate on
reading hard-copy cases or working in a location where you won’t be interrupted
19
Slaughter and Mays - Camilla &Eniola Oyesanya
Agenda
1. What are Global investigations
2. Advising clients in the Eye of the Storm
3. Features of investigations work
Criminal
- Anti-Bribery
- Money Laundering
- Sanctions
- Tax evasions
Regulatory
- Banking regulations
- Cartels
- Data breach/hack
Civil/Internal
- Horse meat
- #MeToo
20
Internal
- Whistleblower
- Routine audit/compliance finding
- “Systems and controls” finding
External
- Whistleblower
- Regulator/enforcement agent enquiry
- Dawn raid
- Data leak
Stage of an investigation
1. Problems emerge
2. Scope of the problem
3. Employee who & where
4. Document review & analysis
5. Interview witnesses
6. Report findings
7. Enforcement DPA/no action
8. Remediate
In an investigation you advise the client in relation to obligations and the authorities involved.
Need to cooperate with the regulators
High stakes
- Incredibly high stakes for a loss - the life of the company is at risk
- Law enforcement involvement
Multi-jurisdictional
- Matters usually have international aspects
- Frequent travel (including international) to client offices
21
Client - contact & variety
- Employee interviews & reports
- Variety of clients - Bank? High street? Retailer? Defence company? Beverage
maker?
COVID -> Economic uncertainty -> Pressure to deliver -> Lax controls -> Increase fraud ->
Regulators still watching -> Investigation -^
22
Anatomy of a private equity transaction - Khalid Hayat
Private equity is
- An asset class consisting of
- Equity securities (i.e. shares) in
- Non-publicly traded (i.e private) companies
- Typically held through a closed-ended fund
- With the intention of increasing the value of the companies in the fund
- So that their shares can be sold for a profit in the medium to long term (3-7 years)
Lots of dry powder - stagnant capital that hasn’t being reinvested into the market
Generally look into small companies that need the capital for growth or when a company is
underperforming
What is a buyout?
23
LBO life cycle
Phase 1A - Acquisition
- Acquisition tax structure
- Due diligence
- Transaction documents
Phase 1B - Financing
- Transaction docs
- Security package
- Financing across spectrum
Phase 2A - Portfolio
- Bolt on/growth acquisition
- Tax structure
- Regulatory and compliance
- Employment
- Financing
- Governance
Phase 2B - Restructuring
- Bank and bond restructuring
- Schemes of arrangement
- Security enforcements
- Pre-packaged administration
24
- Chapter 11 ???
- Debt exchange
Phase 3 - Exit
- Exit tax structuring
- Sales princess coordination
- Vendor due diligence
- Transaction documents
- Upstreaming of proceeds
- Liquidation of portfolio
Auction process
● Seller led process
● Potential bidders sign confidentiality agreements in prefer to receive an information
memorandum about target
● Interested bidders given access to data room and any vendor due diligence reports
(VDDR)
● Interested bidders submit bids as part of process run by investment bank
● Some processes also require a potential bidder to submit a markup
Exchange
● Transaction may have a simultaneous or split signing and completion. The letter
requires some thought to be given allocations of risk _
● Sign SPA, disclosure letter and Tax Deed
- Conditions to completion
- Consideration
- Purchase price adjustments
- Warranties and indemnities
- Covenants
- Limitation on liability
- Recourse
Completion
● Typical conditions to completion include
- Competition - hell or high water/best efforts/reasonable efforts
- MAC - M aterial adverse change - market MAC/ business MAC
- Work councils - receipt of advice (with or without conditions)/consent
- Diligence specific - transition specific conditions arising from due diligence or
tax structuring such as:
25
- Tax clearance
- Regulatory clearance
- Third party consents
Post-Completion
● Filings - Companies house
● Stamping of transfer documents
● Update of registries
26
Allen and Overy
What it is…
- Practical
- Solution driven
- Commercial
- Time pressure
27
The most common mistakes
10. Typos
- Lawyers hate this
- Can lead to further mistakes
28
What are you being asked for?
Clarify everything
● Tell me everything about Amazon - do they mean the company, the river, the area?
● Please run a press search - what is the company’s full name?
● What specifically is important to our client?
Contect
- Human rights abuses related to amazon
- Again, relating to the company or the area? Both have been in the news recently for
human rights
Format
- Does my supervisor want short and snappy bullet points?
Please can you tell me everything I need to know about Company A’s floating charges?
29
Best tip - you’ll be the best if you make the person’s work who is delegating to you life’s
easier. It’s up to you how you deal with that
30
Day 2
Today is about getting the work sample and working on it. It needs to be submitted tomorrow
Instructions
https://brightnetwork.egnyte.com/dl/qQVCJ2RIVp/
NDA
https://brightnetwork.egnyte.com/dl/mHEJ6CLUTe/
Key points
- Don’t worry about a partner until tomorrow
- Individual tasks
- Marking and submission will all be talked about tomorrow
- NDA has many mistakes
- Answer according the UK Law
- Can be a doc or slides as long as it has a shareable link
- Companies are fictional
- Any style of referencing is fine
- Fill out the template (page 5 on instructions) from copy and pasting or make it
yourself
31
Teamwork and Collaboration - Ben Carter
Teamwork vs collaboration
Teamwork
Similar skills
Individuals share ideas and information for how best solve a problem or complete project
Work and tasks delegated and overseen by a 'leader figure'
Collaborations
Ultimate end goal
Different skills and experiences
Individuals AND teams
Can happen within teamwork
Communication - exchange of
information between team
members
Coordination - Achieving
efficiency and defining actions
32
Teamwork - Joint action of people working towards the same end goal
Recommended books
Legacy by James Kerr
https://www.amazon.co.uk/s?k=legacy+by+james+kerr&adgrpid=52951050677&gclid=Cj0K
CQjw0rr4BRCtARIsAB0_48MutMG7HKNEtu6-z0FWWY3cICLKnTdNZziavS_UpFZVRFHYA
3HIe2IaAtZaEALw_wcB&hvadid=259091210797&hvdev=c&hvlocphy=9046771&hvnetw=g&
hvqmt=e&hvrand=6536996830952095867&hvtargid=kwd-307541515362&hydadcr=18487_1
817266&tag=googhydr-21&ref=pd_sl_2uhh3j2bl8_e
Monday
https://monday.com/
33
https://github.com/
Kanband board
https://taskworld.com/taskworld-vs-project-management-tool/?utm_source=google&utm_me
dium=cpc&utm_campaign=S_SG_HK_UK_IE_RSA_Generic&utm_term=Kanban%20board&
title=Visualize+your+workflow+on+Kanban+boards&gclid=Cj0KCQjw0rr4BRCtARIsAB0_48
MiEfGU8cO7X02jigNvrUhbfuvrIYRP01dnS2qBv1k707nQyOSWJJ4aAqFrEALw_wcB
Interpersonal communication -
- suggest ideas in a clear and concise way, as well as fostering other ideas
Active listening
- fully understand a colleague's ideas opinions, along with their context
Leadership over management
- Get involved with all the work and 'lead by the front'
Reliability
- will you be able to do what is expected of you
Respectfulness
- be considerate to others' views and take time to con
Address problems & forgive mistakes
- If you notice an issue, raise it with the team in the appropriate way and with a
suggested solution
- Don’t be negative in the background as this erodes collaboration
Bruce Tuckman
1. Forming
2. Storming
3. Norming
4. Performing
34
https://www.thecoachingtoolscompany.com/get-your-team-performing-beautifully-with-this-p
owerful-group-development-model/
Key takeaways
1. How do you deal with people not contributing or being too loud?
The more you go into the world of work, the less you have to deal with this.
Pull them to the side and ask them nicely if there’s anything that is stopping from
35
Respond appropriately
Your body language shows
Just do it lol
Don’t stress about the work sample! Feel free to drop me a message on instagram if you
have questions and I’ll do my best to help you
https://www.instagram.com/gurupma/
36