When I was a young, large-firm attorney, the general consensus among my colleagues was that the most interesting corporate law work involved deals – big dollar M&A, public securities offerings, etc. – and that routine transactional work – supply agreements, non-disclosure agreements, etc. – was dull and undesirable. (I realize that my non-attorney readers will be surprised to learn that some corporate law work is even arguably non-dull.) The only reason to devote one’s career to the routine work (many would say) is that it tends to be less stressful and more conducive to seeing one’s family from time to time than is the case with big deal work.
Since I launched my practice six years ago, I’ve mixed in more of the routine work along with plenty of the big deals, so I have a pretty good sense of how they compare. I would agree with the consensus view on the interesting-ness of big deals in one sense: they are more complex and intellectually challenging. After you’ve waded your way through a weighted average anti-dilution provision in a venture capital deal, or an indemnification provision in an M&A deal, you don’t feel like you’re doing something that just anyone can do.
However, these more abstract tasks tend to be somewhat divorced from the actual business conducted by your clients. If you’re arguing, for example, about whether preferred stock should be participating or not, it doesn’t matter at that moment whether your client is developing an anti-cancer drug or a ride sharing app. Of course, the client’s business is relevant in other aspects of deal work. The representations and warranties in an M&A deal need to be tailored to the specific business of the seller, as do the risk factors in a securities offering. But I’d argue that routine agreement drafting and negotiation requires more business-specific knowledge than deal work. Most of the content of a routine agreement involves a detailed description about what each party will actually be doing, and provisions like limitations on liability need to be tailored to the nature of the business relationship and require giving real thought to which party should appropriately bear risk.
Accordingly, if one of the reasons that you become a corporate lawyer is because you’re inherently interested in business, I’d recommend that you structure your practice such that you handle a variety of matters including day-to-day work for clients, not solely impressive-sounding transactions involving large dollar amounts.