Handling Complex Business Transactions: Paralegals in the Field of Mergers and Acquisitions
by Ursula Furi-Perry
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"Paralegals are important to this field," says Rhonda Brochner, paralegal with mergers and acquisitions experience at the Washington, DC, firm of Shapiro, Lifschitz & Schram, P.C., and Treasurer of the National Capital Area Paralegal Association. "Especially in today's cost-conscious market, companies will pay attention to the amount of legal fees." Those costs may be lessened with the use of paralegals. "A well-seasoned paralegal can handle a lot of the duties (associated with transactions) and can cut the costs of legal fees," says Barbara Pylant, experienced mergers and acquisitions paralegal, Senior Legal Specialist at DS Waters of America, LP, and Secretary of the Georgia Association of Paralegals.
In fact, stepping up to the plate may be just what paralegals in this field need to do. "(They) must be comfortable with taking charge as needed," Ms. Brochner says. "A person's aptitude plays a big part in (his or her ability to perform), but so does his or her attitude and willingness to learn."
Paralegals and legal assistants help out with various tasks. "During the due diligence period, they obtain and organize documents and other items that one side or the other would like to review," says Ms. Brochner. "Then, at closing, paralegals may be involved in drafting documents, making sure everything is signed, and (managing) post-transaction filings and notices with governmental entities." During a closing, paralegals may also manage document flow. "I would often set up the closing table with necessary documents and actually walk the seller through all documents at the closing," Ms. Pylant recounts.
Due to the complex business transactions involved, paralegals and legal assistants in the field must have some business experience. "They should have a basic understanding of business entities and the different types of business transactions and contracts," Ms. Brochner believes. "When going into a purchase, a company will look at various business matters (on the other side)," explains Ms. Pylant, "including financials, contracts, intellectual property, litigation, and corporate governance. Therefore, it helps to have a diverse background (in those areas)." In fact, Ms. Pylant went back to school for an additional degree in accounting to keep up with the profession. "I had no such background and found that when I was looking at financial statements, for example, they seemed foreign," Ms. Pylant says. "Paralegals must be able to know what they're looking for," says Ms. Brochner. "Learning the requirements and coming up to speed may be challenging (but necessary)."
Time management and organizational skills are also essential. "The field is very fast-paced and demanding at times," says Ms. Pylant. "Sometimes, you may only get a couple of days' notice before deadlines must be met." And the profession is quite deadline driven. "While there is some flexibility (during the transaction,) everything must be managed by closing," Ms. Brochner explains.
Naturally, paralegals in this field deal mostly with corporate clients. As such, they must develop the right business attitude. "Professionalism and business skills are very important, precisely, because most transactions are dealing with companies," Ms. Brochner says. Third parties are also frequently involved. "Because of the proprietary nature of information involved, some companies will only let others review documents on the premises," Ms. Brochner explains. Therefore, paralegals and legal assistants may deal with a number of visitors daily, so good people skills and communication skills are essential for the job.
The field of mergers and acquisitions is exciting and colorful, with plenty of opportunities for job satisfaction. "The field is totally fun, and generally both the seller and purchaser end up happy. It's a win-win situation," Ms. Plyant says. "I like the fact that when the closing happens, (you feel like) you've accomplished something that you can actually see in a relatively short amount of time," says Ms. Brochner. "That can be very rewarding."
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