Why lawyers need to be good listeners

Ahead of Legal Cheek and Macfarlanes’ deal-themed Commercial Awareness Question Time event, partner Nicholas Barclay offers future solicitors some advice

Often students claim to be drawn to the law because they love to argue. But for the transactional lawyers that account for a high proportion of the legal profession in the City, law is frequently about consensus and compromise.

“Every M&A lawyer has their own style, but what they have in common is a shared goal to help clients reach an agreement,” says Macfarlanes’ Nicholas Barclay, a partner specialising in all aspects of company law, including public and private mergers and acquisitions, joint ventures, corporate reorganisations and equity capital markets.

This is easier said than done on the highly complex, global deals that Barclay and his colleagues specialise in. Which is why it is so important for corporate lawyers to understand the wider context of transactions, and the specific drivers motivating their clients. That requires heaps of commercial awareness, but also a quality that many training contract applicants don’t always dwell upon enough: an ability to listen.

“Lawyers are natural problem solvers,” says Barclay, “which can mean that if we are not careful we can be too quick to rush in with a solution that may miss something important. Sometimes it is better to stand back and take some time to listen.”

Those who are able to do that, and then put themselves in their client’s shoes, inevitably do better in the negotiations that are a central part of an M&A lawyer’s role. Barclay, 41, who has been a partner since 2012, continues:

You are unlikely to win every point in a negotiation so you have to be strategic. It’s no good fighting tooth and nail over something if your client doesn’t need it and it angers the other side. Instead, focus on what matters.

Students preparing to enter the profession can console themselves with the knowledge that today’s partners have learnt such pearls of wisdom the hard way, cutting their teeth working on hundreds of smaller transactions under many different mentors across a host of different jurisdictions. Barclay’s own experience includes a three and half year secondment working for one of the leading law firms in Doha and Dubai — particularly important given that around 70% of Macfarlanes’ corporate work has an international element.

A commitment to giving its rookies a breadth of experience is one of the reasons that Macfarlanes — which scored an A* for training in the Legal Cheek Trainee and Junior Lawyer Survey — runs its deals using relatively small teams. “Keeping it lean allows the junior team members to know everything that is happening on a transaction,” says Barclay.

Visa Inc.’s $18.375bn (£14.23bn) acquisition of Visa Europe, one of the biggest M&A deals of last year, which Barclay co-led, was no exception. One of the trainees on the deal, Alex Evans, described the experience as “a great thrill (occasionally bordering on scary)” that was “invaluable” to his development. Writing for Legal Cheek last week, Evans added that “the support of your more senior team members is always there for you when you need it!”

Of Visa Europe — an incredibly complicated coming together of Visa’s global business to integrate the organisation’s member-owned European arm — Barclay reflects: “It’s years of coming into the office and having all sorts of different things come across your desk that enable you to handle this sort of transaction.”

The deal was memorable partly because of the product itself; Visa cards are of course ubiquitous, and this was the process that unified the whole company. But perhaps more important was the deal’s unusual structure. With Visa Europe owned by thousands of different financial institutions, and the rest of the organisation listed in the US, Barclay and his colleagues grappled with a host of issues to create and implement an unusual and innovative acquisition structure.

Certainly it’s a long way from Barclay’s days as a law student at Bristol University, from where he went on to do an LLM at the University of Chicago before training at Clifford Chance. “If you had presented my trainee self with all the different issues that we had to grapple with on Visa I probably would have fainted!” he quips.

Looking back on the early days of his career, Barclay remembers “large teams camped out for days in data rooms” and late nights as a trainee searching company details on microfiche machines. These days such tasks are handled far more swiftly online, and Barclay expects machine learning to bring similarly dramatic improvements to tasks like contract review. “The winners in this environment will be the firms that focus on the high-end, value added work, rather than try to make money with huge teams of people,” he predicts.

For future lawyers with both technical legal ability and softer human skills, this is an exciting time to be entering the profession.

Nicholas Barclay will be speaking at ‘Commercial Awareness Question Time: Inside the acquisition of Visa Europe – with Macfarlanes’ on Wednesday 21 June. Apply to attend here.

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