Lawyer interview questions

I'm a fourth-year M&A associate at a Vault-15 firm, currently working primarily on middle-market private equity buy-side deals — sponsor-side with two of our repeat PE clients in the industrial vertical.

I got here through the standard track — law school at NYU, a summer at my current firm, and a rotation through corporate that landed me in M&A. In the last two years I've moved from staffed associate to running the day-to-day on smaller platform deals with a partner in the wings.

The reason I'm interviewing at your firm is your PE-backed industrial practice specifically — you did the [named] transaction last year, and your group is where I want to make partner. Happy to walk through the deals in more detail whenever it's useful.

Happy to. I'll pick three that show the range, then walk anything else you want.

First, the [Sponsor A / Target B] transaction — a $340M platform acquisition in industrial services. I was second chair to the M&A partner. I ran the R&W insurance placement, the working-capital true-up mechanic, and the transitional services agreement — plus first-drafting the escrow and indemnification package. It taught me how a PE buyer thinks about post-closing risk.

Second, the [Client / Target C] tuck-in — a $60M add-on to an existing portfolio company. Smaller, so I ran it — I was primary drafter on the SPA, negotiated the schedules with the seller's counsel, and quarterbacked closing with our banking and tax colleagues. It's the deal I use when someone asks about ownership.

Third, the [Public target] failed sign-and-close — where the deal broke on regulatory conditions. I owned the antitrust escalation memo up to our partner and the client. Nobody enjoys a broken deal, but it's the one where I learned the most about how to signal risk early.

Two reasons. First, the group. Your M&A practice sits at the intersection of PE sponsor work and complex industrials, which is exactly the practice I want to build. I read your write-ups on the [named] transaction and the [named] carve-out, and both are the kind of work I'd like to be running by year six.

Second, the culture — associates I've talked to describe a partnership that promotes internally at a high rate, real feedback on drafts, and a staffing model where you don't lose your entire life to volume. I'm looking for a firm where I can make partner, and I think this group is where that path is real.

The failed sign-and-close I mentioned. We were three weeks from closing on a strategic transaction when the FTC issued a second request. Our client's business case did not survive the delay and the client's board pulled the deal.

My role was primarily on the antitrust escalation memo. Looking back, I should have flagged the industry HHI concentration harder in the first-round diligence — I raised it, but I raised it as one of a dozen items rather than the top one. The partner would have called it either way, but I could have made the case-clarity better in the memo.

What I took from it: on any deal touching a concentrated market, the antitrust memo goes first on the diligence deck. It's the first thing our current partner asks about now, and the client relationship survived because we stayed candid on risk the whole way through.

Our senior on a definitive agreement wanted to accept a materiality scrape on the reps we'd typically resist for our PE-buyer clients. His read was that this deal was small enough not to fight the point.

I disagreed and put a two-paragraph memo in front of him with the counterparty's typical negotiating posture, the escrow implications, and the three alternate positions I'd propose. I flagged that I could be wrong about the counterparty's flexibility but the memo made the case.

He read it, disagreed with one of my points, agreed with two, and we went back to the counterparty on the middle position. It landed. What I took from it: write the memo, don't argue at the table, and leave room for the senior to overrule you.

My second year, I sent a signature package to the wrong signatory on a small NDA. Not a deal-critical document, but the wrong name still went out.

I called the counterparty within an hour of realizing, replaced the package, and called our partner and the client to disclose. Nobody was thrilled but the correction landed clean because it was fast and honest.

Since then I've had two rules: no signature package goes out without a second-associate check on the signatory line, and any error I catch, I call it before the counterparty does. That discipline has been zero-repeat.

I over-optimize the first draft. My instinct is to redline my own work three more passes than most seniors would, which slows me down on shorter turnarounds.

Corrective: I now timebox first drafts and mark uncertainty in tracked changes for the senior rather than resolving it silently. It's cut my drafting time meaningfully without dropping the quality signal.

Five years is post-partner-vote territory. What that means: I want to be at a firm where the partnership path is real, running my own deals by year seven, and building my own book on the PE-sponsor side.

If the arc here matches that, I'm applying with intent, not exploring.

Pull, not push. My current firm has been a great home for four years, but the industrial-M&A practice is smaller here and the partner track goes through a group with less deal flow in my sub-specialty. Your firm has the concentration of work where I want to build.

I have a good relationship with my current partner and he knows I'm exploring.

I write in structured paragraphs — topic sentence, unpacking, and a landing line. I overuse hedged language early in a draft and cut it in the second pass. On briefs, I lead with the strongest argument and don't hide the weaker ones — I'd rather address a weakness than let a senior catch it.

The feedback I've internalized most: shorten first sentences, cut adverbs, and don't string-cite past three cases when one anchor and one signal is enough.

Two or three deals or matters at once, with real ownership on the smaller ones and second-chair depth on the larger. That's the model where I do my best work — enough concurrency to stay sharp, enough ownership to build the file, and enough runway to actually respond to client emails the same day.

What I don't want: six matters on the desk at 40% attention each.

Our repeat PE client's GC called me directly, not the partner, when a portco needed a quick vendor-contract review the same afternoon. I ran the redline in three hours, sent it with a two-bullet risk memo, and looped in the partner as an FYI.

The GC has since called me directly on two more small matters. The partner noticed and named it in my review. What I took from it: earn the direct call by making the small work easy for the client to consume.

At signing: definitive merger agreement executed, joint press release, 8-K filed within 4 business days with the agreement as an exhibit, HSR filing, and if a stock deal a Form S-4 or F-4 registration statement filed.

Between signing and closing: regulatory approvals (HSR, foreign investment, industry-specific), SEC review of the proxy or S-4, mailing to shareholders 20+ business days ahead of the special meeting, and the covenant compliance period — interim operating covenants, no-shop with fiduciary out, matching-rights sequence.

At closing: shareholder vote, funding, share cancellation and payment through the paying agent, filing the certificate of merger, and Form 15 to deregister the target if appropriate. The whole cycle averages 4–8 months absent a second request.

RWI shifts breach risk from the seller to an insurance carrier. On buy-side placements, we typically underwrite a $2M–$50M limit for a premium of 3–4% of the limit plus retention (commonly 0.5–1% of enterprise value). The underwriting process involves a broker submission, three or four carriers bidding, an underwriting call with the deal team, and delivery of a policy that maps to the agreement's reps.

Deal implications: the escrow shrinks (often to just the RWI retention), indemnification survival mirrors the policy period (typically 3 years for general reps, 6 for fundamental), and the parties negotiate the "no-claims" bring-down at closing. Time to bind is 2–3 weeks — start early.

An equity carve-out is a partial IPO of a subsidiary — the parent registers and sells a minority stake (often 15–20%) in the subsidiary to public shareholders. The subsidiary becomes separately traded but the parent retains control. Proceeds go to the parent (or the sub, depending on structure).

A spin-off is a pro-rata distribution of the subsidiary's stock to the parent's shareholders. Tax-free treatment requires Section 355 compliance — active trade or business, business purpose, continuity of interest, and no device for distribution of E&P. The parent loses control; the sub becomes fully independent.

Choice depends on cash needs, tax structure, and whether the parent wants continued control.

The fiduciary-out lets the target board change its recommendation or terminate the deal in response to a superior proposal, notwithstanding a no-shop covenant, if failure to do so would breach fiduciary duties under state law (typically Delaware).

The matching right requires the target to give the acquirer notice of a superior proposal and a fixed period (commonly 3–5 business days) to match or improve. If the target still terminates, a termination fee typically applies (2–4% of equity value).

Together they balance seller-side flexibility with buyer-side deal certainty. They're the most negotiated part of the agreement in strategic deals.

Section 363(b) of the Bankruptcy Code allows a debtor-in-possession to sell substantially all of its assets outside the ordinary course of business, free and clear of most liens, claims, and interests, subject to court approval.

Process: debtor files a motion, court approves bid procedures (stalking-horse protections, bid deadlines, auction rules), an auction occurs if higher bids emerge, court holds a sale hearing, and the order is entered. The buyer takes the assets free of successor liability under most circuit-court readings, which is the primary attraction.

Key trade-off: speed and clean title vs. compressed diligence and DIP financing complexity.

Three questions. First, what does the specific clause say? MAC definitions vary widely — some are narrow (only specified events); most include a materiality qualifier and a duration test.

Second, does the alleged event actually qualify? Under Delaware precedent (IBP v. Tyson, Akorn, Snow Phipps), MAC is a very high bar — a substantial threat to overall earning power over the long term, not a short-term dip. Company-specific events tend to qualify; industry-wide events typically do not.

Third, what's the client's leverage? A counterparty walking without a valid MAC is in anticipatory breach, exposing them to specific-performance suits, damages, and reverse termination fees. I'd draft a letter reserving rights and outlining the standard, then advise on whether to sue for specific performance or to negotiate.

Privilege attaches when communications are between attorney and client, made in confidence, and for the purpose of legal advice. In corporate context, Upjohn extends privilege to employees whose communications are within the scope of their employment and made for the purpose of the corporation obtaining legal advice.

Practically: Upjohn warnings at the start of every interview — you represent the company, not the employee; the company holds the privilege; the company can waive.

Common pitfalls: privilege waiver by disclosure to auditors or regulators without a common-interest arrangement, and the "attorney-work-product" doctrine which is separate but often confused. Document the privilege boundary in every interview memo header.

Purpose: escrow secures indemnification obligations and adjustment mechanics. Structure: separate general indemnity escrow (survives typical 12–24 months) and working-capital escrow (released on adjustment, usually 90–120 days).

Key terms: escrow amount (often 5–10% of EV historically; smaller now with RWI), escrow agent, joint-instruction release, dispute resolution (arbitrator vs. accounting firm), interest treatment, and tax treatment of the release.

Traps: the tax reg §1.468B-9 treatment of escrow interest, and the interplay between the escrow and any post-closing purchase-price adjustment — get the sequencing right so the WC adjustment doesn't inadvertently reduce the indemnity pool.

Three workstreams. Commercial contracts: change-of-control provisions, most-favored-customer clauses, exclusivity, and auto-renewal to size churn risk. IP: chain of title on core code, open-source usage under permissive vs. copyleft licenses, employee assignment agreements (particularly outside the US), and any customer IP indemnification exposure.

Compliance: privacy (GDPR, CCPA), export controls if the customer base spans jurisdictions, and SOC 2 status. Employment: change-of-control triggers in offer letters, unvested equity, and any state-specific non-competes.

The output is a diligence memo with a top-five risks section that shapes the reps package and any escrow or specific indemnity. That memo drives everything downstream.

Reves v. Ernst & Young (1990) established a four-factor test for whether a "note" is a security under the 1933 Act, starting from a presumption that notes are securities and permitting certain instruments to escape by family resemblance.

The four factors: (1) motivation of the seller and buyer (investment vs. commercial), (2) plan of distribution, (3) reasonable expectations of the investing public, and (4) whether another regulatory scheme reduces the risk.

The exceptions include short-term commercial paper, notes evidencing consumer loans, mortgages, and notes secured by business assets. The analysis is fact-driven, and I'd map the specific instrument against each factor and cite the excepted-family cases.