Commercial Law Notes - Bright Network

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Gurupma Singh

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 Introduction

Your hosts
Kirsten Barnes - Commercial Director
https://www.linkedin.com/in/kirsten-barnes-52450848/

Ben Carter - Growth and innovation manager

https://www.linkedin.com/in/ben-carter-6395962b/

Priyanka Patel - Operations executive

https://www.linkedin.com/in/priyanka-patel-b5b888158/

Phil Yarrow - Member experience manager

https://www.linkedin.com/in/phil-y-b514445a/

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

Post on socials using the hashtags #BrightInternUK and #Internfromhome

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!

1
 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

Use this time to work through ‘marketing gloss’

Do your best to be as professional as possible
Find out how firms work and the ​culture

“We are individual responsible for our actions and our inaction” - Rene Richardson

Appreciate them talking about racism and increasing diversity as a first step.

Most important advice

Don’t make decisions in your life trying to impress employers.
Find out what you enjoy and love that, then this will show through in interviews

2
 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

3 P’s for networking

1. People
2. People
3. People

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

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

3
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

Questions and Answers

1. Is there such a thing as oversharing on LinkedIn?

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

You want to educate and inform your network

Typically aim for a post during the week
Do 1 post a day

2. How to make new connections and maintain conversations?

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)

Use the chat function

Are you creating real conversations?
Use platforms as a way to connect with new people
Use it to introduce yourself
Utilise the platform

3. How to make good first impressions?

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

4
 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.

Self management skills

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

Team management tools:

Trello
Monday
Github
Gantt Chart

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
● 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

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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

Create clear boundaries

● set out from the get go
● Know when to switch off
● Be able to stretch yourself but in manageable chunks
● Have a boundary of work and play, sit at a desk/working space
● Learn to say no

Ask for help

● You will need help at some point
● People are there to help you out!
● No one is expecting you not to
● Always be willing to help others out when you can

Strike a work life balance

● Switch off every now and then
● Fill your life with other positive good things
● Build your network outside of work too
● Don't let work become your life

Health and fitness

● Sitting down all day
● Not drinking water, thinking about what you eat
● Mental wellbeing is very linked to physical wellbeing

Managing stakeholders

Managing upwards
● Not just a one way relationship
● Be yourself
● Build human connections

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 ● Understand how to give feedback

Internal & External stakeholders

● People you network with
● Make sure your professional and on time
● Communicate well, understand what each group needs to know
● Know them personally and who the different groups are

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

The Go Giver book - Recommended by Ben Carter

https://www.amazon.co.uk/Go-Giver-Little-Story-Powerful-Business/dp/0241976278/ref=sr_1
_1?crid=1WIO6IKJW3PV5&dchild=1&keywords=the+go+giver&qid=1594031267&sprefix=th
e+go+g%2Caps%2C271&sr=8-1

Key takeaways
- Work hard on self-management
- Priorise your wellbeing
- Speak up
- Know who your stakeholders are
- Be open to giving and receiving feedback

Questions and Answers

1. Advice to someone who takes on too much

Communicate clearly that you can’t
Manage your time well

2. What do you do if you make a mistake?

Learn from your mistakes
Mistakes are natural
Understand the risk of your mistakes

7
 Clyde & Co - Sector 101 - Mark Wing & Georgia Kymam

Introduction
Mark - qualified from being a trainer in 2008
Georgia - qualified in august

International Law firm

1800 lawyers
Regional resources centre

Core Legal skills

Advising on commercial agreements

- Advising on all types of commercial and drafting appropriate provisions for clients
across standard form and bespoke agreements and contracts within the public and
private sectors including outsourcing arrangements, standard terms and conditions,
construction contracts, distributing and franchising agreements, real-estate
agreements, emplotment, e-commerce and data protections
Corporate
- Providing practical, commercially focused advice including <&A, acquisitions and
disposals of business, strategic alliances, joint ventures, market entry, capital raising,
corporate governance and compliance
Litigation
- Advising clients on disputes avoidance and providing contentious advice globally
once a dispute has ensured, including traditional litigation, arbitration, mediations and
adjudications (for construction contracts)

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

Liaison with banks and renegotiating terms so the

Source code - if banks were bust then they would still be able to continue and wouldn’t go
bust
Data retention and privacy, IP and any new things that were added
Liaison with the stock exchange when in Tanzanir

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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

The future of the Legal Industry

Climate change risk practice & Resilience hub

- We review long-term strategic objectives and identify areas of current and future risks
to incorporate assessments of climate risk and business resilienc into corporate
strategies. This forms part of our broader Resllience Hub initiative, including our
climate change liability risk conference

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

Don’t need to be a coder to work with tech and law!

Translating real life questions into simple data questions

Legal geek conference

We are conference

Let lawyers work on their strengths

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

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Role of a partner

2 year process of training and this is changing with time and COVID

Client and business development

- Building practice
- Key client responsibilities

Advising clients on legal and commercial issues

- Liaising with clients
- Supervising the team
- Running litigation

Firm development and management

- Data lab
- Liaison e.g. HR/Business support/IT/Finance

Day in the life of a trainee

Time Task

08:00 Log on and Plan day

09:00 Call with third party technology provider for

australia and UK Cyber Team

10:00 Investigating and researching US Data

Breach and Cyber Insurance Litigation to
11:00 collage a Dataset

12:00 Lunch break or Internal/External Training

13:00 Tokenising Data to identify possible Client

purport topics

14:00 Preparing Post-Testing Feedback and

suggesting amendments to the Data Breach
Tool

15:00 Liaising with our Insurance team to build a

Low-Code COVID-19 Response tool and
16:00 provisioning spreadsheet Data Regarding a
Post-COVID Regulator test case
17:00

18:00 Close down fo the day

What to look for in a graduate

- Curiosity - initiative

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 - Attention to detail
- Collaboration and teamwork
- Commercial awareness
- Curiosity and passion for learning
- Great communication skills
- Innovation and thought leadership
- Leadership
- Personal effectiveness ( effective questioning, identifying solutions & issues, and
clarity of thinking)
- Project management
- Technical excellence

Questions and Answers

1. How did you find the opportunities for international opportunities?

Need to write a ​business case - ​don’t suck up but have real conversations
Aligning with your interested
Learned different languages when she went to a different countries
All are bi-lingual so don’t need to learn

2. If you haven’t studied a certain sector what happens?

If you have an interest in any sector then it massively helps
Don’t need to have any particular experience
They’ll teach you as long as you’re curious

3. Do you need tech skills to get the job?

Asked herself why certain things weren’t happening a lot
The datalab wanted a trainee in the lab to help the teams communicate
Did an online harvard course in coding
Tech is really important and getting bigger but not necessarily needed for everything

Fundamental legal skills are 90-95% of what makes up the company

4. What is the single biggest challenge in the industry?

Clients, understanding and anticipating what the client needs is the key to what the business
does.

11
 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

Commercial Awareness​ - most important skill

- Don’t give advice in a vacuum - lots of other factors so need to give practical and
commercial advice
- Even though the law hasn’t changed but the advice that law firms give has changed
as people and culture is changing rapidly
- Tailored legal advice that might be unique
- Need to understand the business/individual with a deep understanding
- Have knowledge of how law firms operate and the financial aspect of law so how to
really add value to the firm overall

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

Demonstrating teamwork in application

- Society
- Part time work
- Different working styles
- Working on team relationships
- Give an example of time you were working with a team and your teams goals were
not going to be met
- 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

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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

13
 Catherine Howard - Writing notes
Why does it matter?
Clarity is so important
Some people need to weigh up risks and make decisions
If the notes aren’t clear then it makes it a lot easier for them to make a decision and people
will really appreciate it!
Can be intimidating if people are working with lawyers for the first time

Basic structure of good legal advice 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

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

14
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

Preparation and concentration is everything!!!

● 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 analyis. 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

15
 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

What are global investigations?

Law and regulation

- Guidelines and best practise
- Spirit of the law
- Ethics
- Public opinion

Criminal
- Anti-Bribery
- Money Laundering
- Sanctions
- Tax evasions

Regulatory
- Banking regulations
- Cartels
- Data breach/hack

Civil/Internal
- Horse meat
- #MeToo

Global investigations: questions to ask

- When & where did it happen?
- Who is interested?
- What happened?
- Why did it happen?
- What next?

How do investigations arise?

Can be internal or external

Can also start as internal and then go to external

Internal
- Whistleblower
- Routine audit/compliance finding
- “Systems and controls” finding

16
External
- Whistleblower
- Regulator/enforcement agent enquiry
- Dawn raid
- Data leak

What (mis)conduct are you investigating?

- Allegations raised?
- How are allegations raised?
- Time period?
- Who is involved?
- Where did conduct occur?
- Repeat allegation?

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

Why are Investigations interesting?

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

Client - contact & variety

- Employee interviews & reports
- Variety of clients - Bank? High street? Retailer? Defence company? Beverage
maker?

The road ahead

17
COVID -> Economic uncertainty -> Pressure to deliver -> Lax controls -> Increase fraud ->
Regulators still watching -> Investigation -^

Also increase in cyber attacks due to COVID.

18
 Anatomy of a private equity transaction - ​Khalid Hayat

What is private equity?

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?

The acquisition of a business or company by a private equity fund together with a

management team

Core element of a successful buyout:

- Acquire the right target and on the right terms
- Properly incentivise management team to grow and develop the business
- Finance the acquisition through a combination of debt and equity

3 key parts of transaction

- Acquisitions
- Equity
- Debt

Typical LBO structure

19
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
- Chapter 11 ???
- Debt exchange

20
Phase 3 - Exit
- Exit tax structuring
- Sales princess coordination
- Vendor due diligence
- Transaction documents
- Upstreaming of proceeds
- Liquidation of portfolio

Anatomy of a private equity transaction

6 weeks Up to 6 months 1 month

Auction process exchange completion Post-Completion

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:
- Tax clearance
- Regulatory clearance

21
 - Third party consents

● Payment of considerations and point when buyer acquires target

● Debt finance
- Facility agreement
- Security documents
- Intercreditor agreements

● Equity subscription in TopCo

- Securityholders’ agreement
- Articles of association of TopCo
- Management subscription

Post-Completion
● Filings - Companies house
● Stamping of transfer documents
● Update of registries

22