By The Princeton Review
The field of law has numerous subdivisions and you can take your JD down a variety of avenues. Following are descriptions of three common types of practice: bankruptcy lawyer, corporate lawyer, and public defender.
Bankruptcy Lawyer
Bankruptcy is more than simply a series of hearings before a bankruptcy judge. It's a court–managed transactional process, with every transactional decision having a litigation counterpart, and vice versa. Appropriately, bankruptcy attorneys get to play both sides of the fence, all along counseling their clients on the impact of the Code on their business decisions. And within the transactional and litigation worlds, every area of law is touched upon. Among the most common roles that a bankruptcy attorney plays are:
- Litigator. It's no surprise that in many law firms, the bankruptcy group is a sub-section of the litigation practice. Bankruptcy is a courtroom process, with a bankruptcy judge overseeing each bankruptcy proceeding and approving all major debtor–and some creditor–business decisions. A bankruptcy attorney spends much of her time in court, arguing for or against debtor and creditor motions and often participating in full–scale trials.
- Commercial financing. In Chapter 11 cases, where the debtor continues operating as a "going concern," a primary focus of the weeks before and immediately after the bankruptcy filing is negotiating "debtor–in–possession"–or DIP–financing. These loans provide debtors with their financial lifelines, provide bankrupt corporations with sufficient funds to keep their doors open (or at least close them very slowly and carefully). Bankruptcy attorneys negotiate and draft these DIP financing agreements, fluent in the provisions of the Code and case law governing these facilities.
- Mergers and acquisitions attorney. Chapter 7 and many Chapter 11 cases revolve around asset sales, often of the entire business of the debtor. At some firms, bankruptcy attorneys work hand–in–hand with m&a attorneys in creating auctions processes (yep, you heard that–auctions, often complete with gavels) and negotiating and closing these sales; More often, the bankruptcy attorney performs all of the m&a work, including negotiating and drafting relevant purchase and ancillary agreements and overseeing the sale closings. And in all situations, it is the bankruptcy attorneys who request (and hopefully secure) the court's approval of these sales.
- Labor and employment. Bankruptcies involve businesses, and businesses have employees. Bankruptcy attorneys provide counsel in communicating with a debtor's labor force, complying with federal and state laws, and stand on the front lines of negotiations of, and disputes about, employee severance and retention programs.
- Uniform Commercial Code/Secured Transactions. Creditors' secured status—and whether debtors can "avoid", or void, a creditor's security interest–is an important issue in all bankruptcies, and most bankruptcy attorneys acquire some knowledge of, and often expertise in, the Uniform Commercial Code and other aspects of security interests.
- Chief Operating Officer. In Chapter 7 proceedings and the occasional Chapter 11 case, the court appoints a bankruptcy trustee, often a bankruptcy attorney, to operate and/or wind-down the debtor's business. Here, the trustee gets to act as businessman and client, typically hiring another attorney to do all legal work.
And that list just scratches the surface. Bankruptcies also involve issues of tax, real estate, landlord-tenant relations, environmental law, telecommunications, securities regulation, securities fraud, anti-trust, white-collar crime, domestic relations…well, the list doesn't stop, given that every bankruptcy is different, and involves every aspect of the debtor's financial life. A consumer bankruptcy involving a man in the midst of a divorce will involve all sorts of family law issues; the bankruptcy of a media conglomerate will require knowledge of federal communications regulations. This sheer variety of roles makes bankruptcy a unique and exciting practice, guaranteeing nary a dull moment.
Corporate Lawyer
You think you want to be there, but how much do you know about the responsibilities of a corporate lawyer? Corporate law has its own unique set of job responsibilities:
- Due Diligence. Due diligence, also called document review, is the process of reviewing the existing legal and business contracts of a business (including corporate documents, agreements and financial statements) for potential problems and issues prior to a proposed transaction, such as a merger or acquisition. The usual goal is to make sure that there is nothing in any of the contracts that would prohibit the sale of the company (or require a third party's consent) and to make sure that the contract will not terminate as a result of the sale. Usually, an associate will catalog the documents he or she has reviewed and write summaries of the key agreements. For example, when a merger is being considered and the acquirer hasn't had the time to read all of the contracts of the company it is considering purchasing, the lawyers will be expected to summarize the agreements. The purpose of due diligence is to give your client the clearest possible picture of the company you're examining, so the client can assess the risks and benefits of going through with the contemplated transaction.
- Research and Writing Memos. Researching legal issues and writing memoranda about them is something that you should learn in law school, as both are essential for all aspects of a law practice. However, this process is rarely the same in a law firm. Not only are memos in corporate law slightly less formal and slightly less constrained by citation rules, your superiors might have very different ideas about what constitutes a useful, readable document. In a corporate law department, you are looking up applicable laws and figuring out what practical impact they have on your client's decisions and actions, rather than assessing the state of the law on a certain issue in the abstract. It's important to research and write the memo as quickly and efficiently as possible without sacrificing thoroughness and accuracy. Don't be surprised if your first memorandum comes back to you bleeding with editorial suggestions. And don't let it bother you. Just make sure to incorporate all of the suggestions into your revision and ask questions if you don't understand a comment.
- Contract Drafting and Review. Drafting a contract is preparing the contract from the beginning–usually starting with a form and then tailoring it to fit the needs of the parties. You put down in words what the parties have agreed to in principal as best as you can so that there are no ambiguities in the future when the same parties or others read those documents. Then you or your senior associate will go back and forth with the lawyers for the other parties to revise and refine the document until all parties are comfortable signing. Negotiation of the contract involves some compromise. Once you understand what is important to your client and what they can live with or without, you try to strike the best deal for them without risking endless delay or total breakdown of the process. It's best not to spend too much time trying to hash out issues that aren't really essential to your client. Review of a contract is simply reading the contract to determine what the parties' rights are under its terms and whether any of the terms may be detrimental to your client. When you're starting out, the person who gives you the assignment will tell you what to look for. Ultimately, you'll have read so many agreements that you'll know what's standard and what could be disadvantageous to your client.
- Formation and "Housekeeping" of Corporate Entities. As a new corporate associate, you will learn to draft basic certificates, like a certificate of incorporation. These certificates are modeled after a form, so such tasks are pretty easy. In many firms, this kind of work is also handled by experienced paralegals, and those paralegals can often be a great source of knowledge for a new associate. But before you file the papers, someone has to determine what would be the best structure of the organization, depending on the clients' goals. Examples of different legal entities include general partnerships, limited partnerships, limited liability companies, C corporations, S corporations and business trusts. Each structure offers its own legal and tax advantages and disadvantages. For example, a limited liability company, which is a hybrid between a partnership and a corporation, might provide the best tax treatment while retaining the limited liability advantage of a corporation. If the company wants to trade shares on an open market ("go public"), they have to use a standard corporate form, or C corporation, since that is what stock exchanges usually require. For a smaller company, with no immediate plans of going public, an S corporation, which, unlike the C corporation, does not pay income taxes on earnings (instead, the shareholder pays income tax on dividends), might present a better solution.
- Preparing Filings for State and Federal Agencies. It's likely that a new associate will prepare filings other than corporate organizational documents. At a minimum, an associate will usually get some exposure to corporate securities filings. When a company wants to start selling shares to people who were not involved in the inception and management of the company, that company must share a great deal of information about itself. The kind of information the company must provide and the format in which the information must be provided depend on the level of financial sophistication of its investors. The Securities and Exchange Commission (SEC) regulates this process. If your client wants to sell shares to all kinds of investors, they go public and are traded on an open market. If they choose to do this, they will be subject to very strict disclosure requirements. The documents they have to produce are lengthy (usually over a hundred pages) and extremely number–intensive. They must comply with very specific rules and regulations. Most associates will spend some time proofreading these documents and researching applicable laws and regulations
Public Defenders
The public defender might be the unsung hero of the legal system. As a government employee, he makes relatively little for a litigator. He has little say over his cases and often works with the defendants that no one else wants. He doesn't have the resources that the district attorney's office has and must often engage in his own investigations. Many of his cases seem almost hopeless and, to the victims of crime, he appears almost as bad as his defendants. So why does he do this job?
For one thing, public defenders are integral to the criminal justice system. The law affords everyone the right to an attorney including those who cannot afford one. "It's a mistake to say that we're against the system. We're part of the system," observes one public defender. Public defenders work for government agencies or are private lawyers paid an hourly rate by the state. Either way, there's not a lot of money to be made.
There are public defenders at the state, federal and appellate levels. At the state level, a public defender represents impoverished clients in state criminal court, handling everything from small violations to juvenile offenses to violent crime cases. He is responsible for acquiring all background information on the case, interviewing witnesses and filing the appropriate papers and motions in court, as well as preparing for trial and negotiating plea bargains. Although previous litigation experience is always looked upon as an asset, a lawyer can become a state public defender in his first year after law school.
The public defender at the federal level represents those who cannot afford private representation in federal court. An assistant federal public defender does both trial and appellate work in the U.S. district courts and the circuit courts of appeal. In general, a candidate for the federal public defender's office must already have a few years of serious litigation experience, preferably in criminal court.
Public defenders who are not part of an agency are assigned their cases by a court and paid by the hour. Lawyers in every state have complained that the hourly rate set by courts chases many good would-be public defenders into different fields of law. Clearly, lawyers remain public defenders for reasons other than the money.
Public defenders can work many long hours, especially if they're at trial. However, the hours of a public defender, like those of an assistant district attorney, are not as unrelentingly demanding as those of corporate litigators. And while hiring is dependent on government budgets, the high turnover rate of public defenders means that new, eager lawyers are always wanted.