a lot of people ask me what's special about the work that we do at Clifford chance and I always say that at Cliff of chance you have the opportunity to work on the most exciting Global deals from across the world it sounds great right what does that actually mean what roles do different people play what does it mean to work as part of a global team what actually happens on a [Music] deal let's start from the beginning of a deal this is brownie a partner in the energy and infrastructure practice in London so let's say
I'm helping advise a client in the UK who's looking to buy a global Energy company headquartered in Asia but with renewable assets all over the world how do we approach a deal like this well first of all we need to plan and structure the deal we ask ourselves questions like how is the transaction going to be financed what sort of entity does the acquisition vehicle need to be and what jurisdictions do we need a presence in to support this deal so we're always coming back to the central question of what is our client trying to
achieve here once we've done that we're ready to assemble our Global team and this is where Annabelle comes in as a senior resource manager my job is all about helping partners and other senior lawyers allocate people on these deals at the head of the deal we have a lead partner like briany she oversees the whole deal but on a multi-jurisdictional deal like this we'll have Partners from all over the world helping us as well as partners you'll also have counsels like Diana from the Frankfurt office my role as a councel on a transaction deal is
to be the link between Junior and senior lawyers working on the deal and of course to be part of the negotiations of the transaction senior Associates like Olivia from London as a senior associate I'm really coordinating the team drafting the transaction documents and supporting other aspects of the transaction and a team of Associates like Dennis from New York my role as a regulatory associate is to make sure that all the transaction parties are complying with the different Securities regimes and of course our trainings on large deals like this we also get legal project managers involved
like Tracy from our Hong Kong office as a legal project manager on our deals I ensure that I coordinate with the various teams involved to make sure all the work streams are run as smoothly as possible and that we hit all the deadlines now the team's set we need to conduct the due diligence since the target company space in Asia I'll lead the due diligence webstream from the Hong Kong office but what is due diligence anyway conducting due diligence is a bit like checking a restaurant to see if it's suitable for a dinner with your
friends you first check if the restaurant is like the one advertised online next you might look through the menu making sure you knock down what allergens are in the food you may even take a quick look at the kitchen and order some food for yourself this process is all about looking into the details fling issues in advance and also finding solutions for issues in a similar way during due diligence we look at all the documents related to the Target company and Flack any potential issues risk we need to mitigate for example does the company have
existing mitigation ping this will be crucial for the subsequent work and contracts we drop up and in the negotiations I'll summarize my findings and discuss them with Fi who is a partner from the Hong Kong office also working on the deal with the London team another critical part of our work is around how the deal is being financed financing can take many different structure for example is it pure dead is it or maybe it's a mixture of both however a deal is being financed there are always legal and regulatory requirements that we will need to
address things are even more complex because the deal is a multi-jurisdictional transaction involving assets and parties being located in different parts of the world including the US that's why we need help from our colleagues such as Dennis in New York it's important that all Financial rules and regulations are abided by and the regions involved in the deal the challenge is that these rules and regulations could be very very different across different regions involved and that's where I come in and I take a detailed look at things like the assets of the acquiring company the financial
statements of the subsidiaries and the registration status of all the parties involved it's a great example of bringing together different experts and different regions to achieve a common goal okay so the due diligence is done and the finance work streams are underway but there's so much more that we still have to do there are so many questions that we should be asking on a deal like this for example how are employees going to be treated after the deal is done what kind of Licensing agreements does the Target company currently have and what needs to be
done once they get bought Are there specific tax issues are there any antitrust issues ultimately all of this work then has to be reflected in the contract they're the nuts and bolts of the transaction there are many contracts and documents that need to be drafted across the lifespan of a deal documents like the term sheet is the main document in connection with the deal and the sale and purchase agreement is the final contract that's signed once all of the terms have been agreed the drafting will then be reviewed by Partners as well as councils like
Diana from our Frankfurt office there's so much work involved to really negotiate and draft a contract but these initial drafts are just the beginning the contracts go to lots and lots of redrafting forming the bases for the negotiations with the other party conducting negotiations is a bit like playing squash you need to be quick on your feet anticipating your opponent moves and responding with Precision each shock requires strategy and control much like a negotiation where you might receive terms but then have to amend your views based on the other party's responses but unlike squash it's
not a combative exercise it isn't about winning every point it's about finding mutually beneficial outcomes for all parties drafting redrafting negotiations redrafting again that can be challenging with a lot of late nights how are you going to reflect those in the document who do you need to input to get that finalized attention to detail is really important here we're constantly updating that draft to reflect what the latest discussions are between the parties and that does take a very long time but it's the moment where all the hard work all the late nights the drafting the
due diligence the research all comes [Applause] together so after months of hard work the day comes when the negotiations are finally finished and the terms are agreed being in that room with all of the people that you've been getting through that with shaking hands and feeling relieved to have got to that point it's a really incredible feeling I mean I've been doing this about 15 years but um still every time we complete a signing I find it very very exciting when you get that call saying that the deal's closed and we're pencils down there's nothing
quite like it a deal is like a beautiful piece of orchestral music it's Dynamic and exciting and the tempo is always changing most importantly you're coming together with a unique set of colleagues who are bright and talented from all over the world to achieve One Singular goal Clifford chance has a great culture of collaboration and teamwork you're spending time with some of the smartest people you're probably ever going to meet and you're learning stuff every time you talk to them there's this relationship that has developed over the life cycle of the deal there's never a
dull moment you're having to think on your feet you're having to troubleshoot very very fast moving I'm constantly being challenged sometimes it is long hours and it is long nights but at the end of the day seeing all the pieces come together that makes it all worth it every deal you really come out as a more resilient lawyer as a more resilient person seeing your deals getting public sized on the newspaper the sense of Joy the best feeling ever to be able to say we did it to see the deals from beginning to end to
see us as a one firm coming together it is such an amazing amazing feeling [Music]
