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Alessandra Moore: Wow, that time flies when you're having fun. Brianna and I are the same year, and we work at the same law firm. However, we have very different day-to-days and while we're both lawyers, our days and our practices could not be more different. So, we have Brianna here to sort of highlight the contrast between a more typical litigation associate and a corporate associate. So, Brianna, welcome to the podcast.

Brianna Ferrante: Thank you. Happy to be here.

Alessandra Moore: Let's start with one of the biggest questions students have. What do lawyers actually do all day? Many people see only courtroom scenes on TV. Can you walk us through what a day in your life looks like as a corporate lawyer, Brianna?

Brianna Ferrante: Sure. So, at a very, very high level, I basically help companies buy and sell other companies, or invest in them, or variations of those sort of transactions. The majority of my day, there's never the same day twice, but it really depends on whether or not we have an active deal, what stage that deal is in. So, there are some days where I'm just heads down drafting a document, I could speak to nobody all day. And then there are times where I'm just on the phone all day long speaking with everybody from my own team, the client's team, the other side and their advisors.

Alessandra Moore: So, can I just stop you right there? What is it that you're actually drafting?

Brianna Ferrante: So, you're always going to have one operative document, your purchase agreement, your transaction agreement, and then within there that will include all the other relevant documents you're going to have to take a transaction through to closing. So, you'll always have a ton of ancillary documents, maybe if you have a lease, if you have a transition services agreement that's going to govern certain obligations of the parties post-closing. From a more operational standpoint, employment agreements, if people are going to be staying on in certain capacities, the list goes on, and on, and on, and the list of what a transaction will need will never be the same between deals. So, ton of work to do, and there's also just a ton of cross-collaboration between our specialists, external advisors, and then the finance and the tax side, and there's always a lot of review that has to happen for every single document.

Alessandra Moore: I would agree with you how every day is really different. I am in Lowenstein's white collar group and a typical day for me very much varies. Sometimes we're reviewing emails and developments that came in overnight, a client has a question, or we received a government subpoena and there's a production deadline… any information that's relevant to an internal investigation. I do a lot of witness interviews from there, the day could evolve into legal research and drafting. That could mean preparing a memo on a regulatory issue, analyzing potential defenses, drafting correspondence to the government, helping prepare a motion.

Right now, I'm working on a very big presentation that we're giving later in the week to the SEC in Washington DC to show all the reasons why our client did not commit insider trading. And a lot of my day, I think, if I had to boil it down, comes down to fact development. In white collar matters, a lot of document review, a lot of analyzing financial records, preparing chronologies, helping organize evidence for these depositions or witness interviews.

So, I want to talk about some common myths. We are in two very different practices, but we're both lawyers at Lowenstein. I'm going to say a few statements, and I think you could tell me whether you think it's a myth or a reality.

You have to love arguing to be a lawyer.

Brianna Ferrante: Myth.

Alessandra Moore: How so?

Brianna Ferrante: Definitely a myth. Again, I think it's again, very practice specific. I know for me, just to take a step back, I think law school and TV skews very litigation heavy and that's what you picture. That's what you see. When I went to law school initially, I was like, “oh, maybe that's what it'll be,” because I didn't really know what a corporate career would look like. I didn't know anybody who had a corporate legal career. And then when I did my first internship and I kind of saw people litigating the same matter for what was years of their life, it felt like, like they were on one matter forever. I was like, "That's not really for me." And then just kind of how they go about it.

So now, what I'm getting at is I think that litigation is obviously a little more of a zero sum game with certain things, but I think on the corporate side, it's a much more of a team effort even with the opposing party, because at the end of the day, you do have two parties who want to get a deal done. There is a common goal. I think it definitely is a lot less adversarial in that sense.

Alessandra Moore: And I would even say from a litigation standpoint, I hate arguing. I hate confrontation.

Brianna Ferrante: It's just not fun.

Alessandra Moore: No. And I don't think that's necessary. We work with opposing counsel all the time and I find that the cases where we are most collaborative ... Of course, we're holding people to deadlines and we're arguing our client's strongest points. While we're always doing that, you don't have to be a jerk, right? You can extend courtesies to people in the profession, extend courtesies to clients and to your coworkers. I think there's this myth that you have to be a jerk.

Brianna Ferrante: I think that's really perpetrated a lot by TV culture and this shark lawyer who just... At the end of the day, of course we're going to negotiate, and of course we're going to try to get things that are most important to our client in the deal documents and have that position validated by the documents. But it's a much more enjoyable process and it's a much more... I think it's more efficient as well, when everybody is professional and collaborative and collegial, and especially with deals. We've seen deals that just kind of drag on for months, and months, and months. You get what's called deal fatigue, where everyone just kind of wants to be over and just wants to get it done. And in those final moments of it being just so exhausting, things start kind of giving, and people start giving on positions, and I think to avoid that… just coming to the negotiating table with a good attitude in the beginning really prevents that from happening later down the line.

Alessandra Moore: I actually had a situation today where opposing counsel emailed, we're supposed to have a deposition tomorrow, and opposing counsel emailed that his mother died. And he said, "I really don't think I'm going to be able to take this deposition. My mother suddenly passed away." Of course, I am not going to argue with him and make him… force him to take this deposition. So, I think not being a jerk is an important...

Brianna Ferrante: Key takeaway.

Alessandra Moore: Key takeaway for the profession, whether it be corporate or litigation. You don't need to love arguing to be a good lawyer.

Myth or reality, all lawyers spend their days in court?

Brianna Ferrante: Major, major myth.

Alessandra Moore: How so?

Brianna Ferrante: I've never been to a court other than a field trip in the eighth grade.

Alessandra Moore: Yeah. If you end up in a court, something's gone horribly wrong.

Brianna Ferrante: If I turned up in court, things are very bad for me.

Alessandra Moore: Something has gone wrong. I mean, I will say even in the litigation side of the house, it's very rare we're in court, particularly in white collar. We're much more likely to be doing witness interviews and board presentations, versus arguing a motion. That doesn't mean I don't sometimes argue motions or write briefs. It's just these days it's much... We're seeing many more internal investigations than we're seeing cases that make it past summary judgment to a trial.

Brianna Ferrante: Yeah. I think on the corporate side, the closest to that is a live negotiation. Nowadays, it’s really more only on Zoom calls and you're with your whole team, maybe the client, the other side and that client and their advisors, and you're kind of hashing out deal points live, is really the closest version of that. But even with that, you have your resources that are readily available to you when you're doing it. It's live, but again, you kind of can prepare for it the same way and you have access to everything. So, it's a little bit less, I think, intimidating than a typical court. What I'm picturing is like a court argument on the fly and whatnot.

Alessandra Moore: Myth or reality, you need to know exactly what type of law you want to practice before law school.

Brianna Ferrante: Myth. And I would say there's even a few years in the beginning where you can still post-graduating before you really have to figure that out.

Alessandra Moore: Why don't you talk a little bit about that?

Brianna Ferrante: Sure. So again, not having any experience with corporate law or knowing anybody in the field, I wasn't really sure what the fields were. I think in some respect I understood there were real estate transactions. But especially what we do here, I really didn't know what the categories even were to choose from. And it really wasn't until the first summer that we had an opportunity to kind of explore that. So even within the corporate umbrella, there's so many different fields you can go into in specialties. And I think to take a step back, to be a really good corporate lawyer, you should have a basic knowledge of all the various subspecialties. So, you have to know a little bit about secure transactions, real estate, a little bit of tax.

Obviously, law school doesn't lend itself much to corporate lawyers. We have that one class, business entities. But other than that, there really isn't sort of a lot of guidance, at least in my experience, for what a career in corporate law looks like and what the options are. And I think it just takes time being around people in the field and working on actual matters to kind of see where your interests lie and what you could see yourself doing.

Alessandra Moore: And as you know, the Real Talk Podcast is all about practical advice. So, I think this is a good spot for some practical advice. Try everything.

Brianna Ferrante: Yes. I always say that don't specialize too early or feel the need to specialize too early.

Alessandra Moore: If you're given the opportunity to try a bunch of different practice groups or areas of the law, take your firms, or take Lowenstein up on that opportunity. I came to Lowenstein thinking I was going to be an employment lawyer, and guns blazing I only wanted to do employment. Don't talk to me about anything else. And thank God that I randomly got assigned a white collar assignment that I ended up loving and started doing employment work. I was like, "Oh, I don't like this as much as I thought I did," and loved the white collar. Had I come in and said no to the white collar assignment and only done employment, I don't know where I would be today. So, my piece of real talk advice is try everything. If you're given an opportunity and you didn't think that sounded so fun or so interesting, just try it. It's always worth trying things, especially earlier in your career.

Brianna Ferrante: Also trying things that may or may not necessarily align with your past experience. So, when I was in college, I had an internship that turned into a full-time job while I was still in college, but it was an insurance company doing compliance and regulatory affairs. So when I first got here, again with no context, I was like, maybe I'll do insurance because I just thought I had a background in it, but you really don't need to put yourself in a hole and commit to something just because you have experience in that one area. Try everything and just kind of see.

Alessandra Moore: I'm happy that you brought that up. What skills do you think are most valuable to develop before law school, say, in high school or in college?

Brianna Ferrante: I think developing personal processes and organizational frameworks for how you operate. I think a big part of corporate transactions is project management. And when you have a multitude of people and teams and documents and exhibits to documents and annexes to the exhibits and you have just a million pieces of paper, especially when you're getting near a closing, they're all going back and forth at once. Being able to fall back on what your organizational processes are and you're able to just kind of keep track of everything. I think you don't have opportunities to do that on the same sort of scale prior to this job, at least I didn't, and I kind of made them up as I went, and I’ve refined them over time.

But I think the better understanding you have; are you more of a paper person? Are you email? I know people who just send themselves emails all day long with updates and things to remember and key points. And you have an iPad with all of your dates and stuff in there… I think whatever works for you, understanding that, and kind of embracing it, will save you time down the line.

Alessandra Moore: A corporate lawyer told me once that they could describe their job as email traffic controller.

Brianna Ferrante: Yes, that's definitely accurate.

Alessandra Moore: The air traffic controllers that are just directing planes and telling people when to take off and oh, no, you need gas here or whatever it is. That is what they do, very high level.

Brianna Ferrante: Also, just generally had no idea I would be writing so many emails. I guess I always imagined doing documents all day just in Microsoft Word, just doing it up. You're writing way more emails than you could have ever...

Alessandra Moore: How many emails do you think you send a day?

Brianna Ferrante:100 to 130 on a truly... I think when I'm about to close, it could be 200 emails a day, easily. A lot of it's just like, "Yep, signed off. Great. Thanks." They could be quick hitters like that at that point. But still, and then if there's emails that have a lot of instructions and a lot of steps, I will read it 20, 30 times, thinking about what questions somebody reading this could have, and then I try to address it.

Alessandra Moore: And you probably need to send it to other people to make sure that they're aligned with what you're saying.

Brianna Ferrante: Yep, or if it gets forwarded out somewhere, or if I know if I send something to someone and they're immediately going to forward it to somebody else, not a bad thing but just to do something else, you have to kind of write it for multiple audiences and kind of anticipate who's going to be reading it and what needs to be in there. If you're referencing certain things, making sure that those are all accessible and easily... You also kind of want to make people's lives easier to the extent you can because that will make your life easier. So just trying to be really thoughtful. I always know when I get a good thoughtful email that considered my space and my role in the transaction and what's being asked of me and what resources are being given to me to kind of do that task. So, I definitely am appreciative of those sort of emails and try to be on the sending side as well.

Alessandra Moore: Absolutely. It's funny because for me, I think the most valuable skill to develop before law school or before you enter the legal profession would be an attention to detail. At least in the litigation side, the difference of a day could mean everything for a case or the age of a person, whatever it is, details in litigation are what make and break cases. So, I certainly do not send 200 emails a day. I send closer to 50 emails a day, which seems like a lot. But in those 50 or so emails, I am critically analyzing every single detail. I'm looking for facts that will help support our case, or looking for facts that could hurt our case to try and get out in front of them.

I'm curious, you talked a little bit about your internship in college, I'm curious if you have any experience that you think would help people decide if law is right for them. Is there an internship, a job or an activity that you found valuable before going to law school, or in law school?

Brianna Ferrante: I mean, I knew from college I wanted to go to law school, whether that was for reasons that actually made sense or not is up for debate. But because of that, I kind of only had experiences in the field. Well, except I did work at Madewell in college also. And I think that level of customer service kind of helps a lot and that level of communication really helps. I really don't think there's anything that could be a negative, and I think everything has its own intrinsic value in how you could bring that experience to a career in the law.

Alessandra Moore: I wanted to do anything but be a lawyer. Both of my parents are lawyers and I was like, “I want to do something that is not what they do. I don't want to be seen as their daughter just riding their coattails.” So, in college, when I started to really lean towards the political science classes in the back of my mind, I was always saying, "Oh no, I hope I don't want to become a lawyer." So, what I did to, quote, prove to myself that this was not the right profession for me was, I was a paralegal at a big New York law firm and I actually loved it. And it taught me a lot that litigation is not what you see on TV. And I learned how to use document review databases. I learned how to use Westlaw. I learned about all of these different things that you don't necessarily see in Suits.

And I think being a paralegal, especially on the litigation side, is so unbelievably important for our junior associates. And I use skills that I learned when I was a paralegal to this day, five years in. So, I think if you're on the fence about going to law school, it's a time commitment, money commitment, effort commitment. You should think about taking a job as a paralegal for a year, taking a job, working at a nonprofit for a year just to kind of see what the law is all about.

Okay, Brianna, was there anything about the day-to-day work or skills required that you didn't fully appreciate before law school, beyond maybe sending 200 emails a day?

Brianna Ferrante: I was going to say beyond the emails, I could think it would probably be the level of cross-collaboration and just teamwork it takes to get everything done. I couldn't have even wrapped my brain around how many people have to touch a document before it goes out, and how many super specialized review exercises have to take place before it goes out. I feel like I'm always talking to somebody, or always I’m discussing something with somebody, and it's a lot more of a collaborative process than I envisioned it being. And again, there are days, like I said, where I'm just doing a document by myself all day, and I'm just kind of crushing through it. But most days I really have to work with a lot of people to get everything done. And I think that's also kind of a benefit of it too, because I enjoy that. I enjoy getting to know people, and especially advisors, and even the other side. I've had very good experiences with a lot of the firms we've worked across on big transactions and they're just like you. They're just like us!

Alessandra Moore: And even, my favorite part of the job is getting to know the client, and hearing their story and really fighting and advocating for them. I was recently in an arbitration, and the client came and I spent seven days basically locked in a hotel with my team and the client and their team. And it was awesome. It was so cool to kind of learn about their business and get to know them. And you feel like you're fighting for something that's more than just the briefs and the oral arguments. These are people's lives, and it's cool to be able to change them.

So, Brianna, before we wrap up, what is one piece of advice you have for someone who feels interested, but still uncertain about law school?

Brianna Ferrante: I think talk to lawyers in different practice areas, even if you don't know them personally. I mean, I've gotten emails of just people who just find me on the website and just ask me questions about why this firm, or why this practice area. And I'm always happy to talk to them. The worst that can happen if someone doesn't answer, but you can basically reach out to anybody you want and ask them how they got to where they are. If there's an area you definitely are interested in that you're not sure about. If you end up with a summer associate job at a big firm, you'll probably have options to do all of the different sorts of work we've been talking about, but I think keeping an open mind and trying to seek out other people's experiences and have opportunities to talk about it with them will kind of give you an idea of what you might want to do.

Alessandra Moore: Okay. Last question. When you first entered the legal profession, what surprised you most about being a lawyer?

Brianna Ferrante: I think how much I didn't know in the beginning. I think the first two years, everything you're asked to do is just a question mark.

Alessandra Moore: How unprepared I was from law school.

Brianna Ferrante: Yeah, definitely that. You really don't learn how to be a lawyer in law school, but you're a lawyer day one. And no one cares that it's your first week. You have to just kind of figure things out and take the initiative to do all of that. I think also for me, it's a lot less... I'm not reading cases unless there's obviously something new that comes out, or a development that is relevant to my practice. But it's a lot more of just this… big group project deals are, as opposed to kind of what you spend a lot of time doing in law school. The sort of legal research and analysis like that is just very different in the corporate context.

Alessandra Moore: So interesting. Well, thank you so much for joining us on the Real Talk Podcast and we hope to have you back soon.

Brianna Ferrante: Thank you very much.

Rachel Dikovics: Thank you for listening to today's episode. Please subscribe to our podcast series at lowenstein.com/podcast, or find us on iTunes, Spotify, Pandora, or SoundCloud. Lowenstein Sandler podcast series are presented by Lowenstein Sandler and cannot be copied or rebroadcast without consent. The information provided is intended for a general audience. It is not legal advice or substitute for the advice of counsel. Prior results do not guarantee a similar outcome. The content reflects the personal views and opinions of the participants. No attorney-client relationship is being created by this podcast, and all rights are reserved.