Due Diligence

Ed. note: This is the latest post by Above the Law’s guest conversationalist, Zach Abramowitz, of blogcasting platform ReplyAll. You can see some of his other conversations and musings here.

I never wanted to be a corporate lawyer. After three mind-numbing years of law school, I barely wanted to be a lawyer, but at least being a litigator seemed mildly bearable. So when I got the call two weeks before starting that I was getting placed in the firm’s M&A department, I didn’t know the first thing about due diligence. I had done zero corporate work during my summer internship, and I didn’t have any idea what corporate lawyers did on a daily basis. Smash cut to me sitting in a dimly lit office in December aimlessly plugging provisions into a chart while being mentally and verbally abused by the midlevel associate above me in the deal. I had absolutely no idea what I was doing or why any of this was important. Throughout my two years as an associate, I tried convincing myself that diligence was interesting — it was a way to learn about a company from the inside out.

Bulls#@%.

The real truth is that I couldn’t figure out why they didn’t give this work to a paralegal or, better yet, a robot. Both could have done my job better and cheaper. Well, wouldn’t you know it, savvy former Weil Gotshal associate Noah Waisberg has built DiligenceEngine, a piece of software that will find key provisions in documents for you, put them into charts, and save your clients time and money on due diligence. And if I know Biglaw partners, they LOVE to save their clients money and shave hours off the bill.

This week, I’ll speak with Noah about why diligence sucks, why human lawyers suck at it, and how he left law to make your life as a reviewing attorney easier and a little less miserable…

double red triangle arrows Continue reading “Why Diligence Sucks, Why You Suck At It, And Why Robots Want Your Job”

American companies often come to us with a “great business idea” that turns out to be prohibited for foreign companies in China. When we give them the bad news, their first response is usually: “But that makes no sense.” Some then suggest that all we need to do is meet with the “right people” in the Chinese government to explain how their business will create jobs and boost China’s economy. We tell them that will never work.

China has deliberately limited foreign involvement in certain industries (e.g., publishing and the Internet) to be able to control those industries. The Chinese government is more concerned with social harmony and the contentment of its citizens than with economic numbers, and you should always factor this into your China business decisions. China’s slowing economy only heightens the government’s focus on contentment.

If you are doing business in China, or even just considering it, you should be mindful of the following…

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Joe Borstein

Since the launch of alt.legal, Ed and I have received a lot of very interesting emails and feedback. It is apparent that many of you read ATL literally all day love working in Biglaw, but most many have considered taking a walk onto the alternative side (sounds far more erotic than it is).

What we hope to prove to you through this ongoing column is that legal entrepreneurship is exciting, prestigious, lucrative, and, most importantly — to the many resilient lawyers out there who have remained idealistic in the face of back-to-back all-nighters — your best chance to change the legal system for the better. Moreover, despite what you think, innovation in the law is NOT just in e-discovery. Turns out, there are problems worth solving associated with almost every practice, and with each, there are entrepreneurs and innovators ready to change the game. (My co-author, Ed Sohn, is planning to write more on this underground world next time.)

Today, we profile one such entrepreneur, Adam Nguyen, who saw inefficiencies in the always-exciting process of contract review for due diligence (hey litigators, it turns out M&A lawyers have to do document review too), and leveraged $150,000 worth of Harvard Law-branded problem solving to create an innovative technology solution called eBrevia.

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Rule number one for succeeding at doing business in China is to have a good partner. The odds of having problems with a Chinese company are much lower when you deal with a “legitimate” Chinese company. That means rule number two is making sure that you are dealing with a legitimate Chinese company.

But how do you do that? How do you distinguish between a Chinese company that is legitimate and one that is not?

The following are the basics for making that determination…

double red triangle arrows Continue reading “China Due Diligence: Just Ask”

Looking to do business with a Chinese company? Want to know whether that Chinese company is worthy of your business and your trust? How do you do get information on a Chinese company when certain private investigatory work in China is illegal?

The first thing you should do is conduct a Chinese-language internet search of your potential Chinese counterparty. This sort of search is not likely going to be enough to make you feel good about going forward with a $10 million deal, but it frequently can give you enough negative information on your potential Chinese counterparty to convince you not to do any deal at all.

Next, do your due diligence the old fashioned way. Ask your potential Chinese counterparty to provide you with its government registration documents and, if relevant to your deal, its accounting and tax records as well….

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It takes a big man to ignore a small issue.

A lawyer who lacks self-confidence feels compelled to run down every issue, make every argument, and depose every witness. After all, if you choose to make an educated guess about the importance of a tangential issue, or whether to omit a plausible (but likely losing) argument from a brief, or whether to incur the cost of deposing a just-barely-relevant witness, all may be lost. You might lose the case, and the recriminations would never stop. Better to leave no stone unturned than to leave yourself at risk of being second-guessed.

That’s one reason to hire lawyers with a little self-confidence. They’re willing to take intelligent risks where it makes sense to do so.

Which brings us to the topic of today’s post: Compliance due diligence.

If your company’s considering an acquisition, you can simply outsource the entire compliance due diligence process. Hire Big Firm, ask it to handle due diligence, and wait for the results. No muss, no fuss.

And, at the end of the day, no deal.

No deal, but lots of legal expense.

Why?

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