For the first ten years or so of my legal career, I was terrified that I was going to get “found out”. I was expecting a tap on the shoulder at any moment from one of the partners in the law firm I trained with. The conversation was going to go something like “Paul, we’ve been watching you for a while, and I think we both know that you’re not going to cut it as a corporate lawyer. Probably best if you just leave quietly as soon as possible. You can put your things in this box.”
In retrospect, this insecurity was probably good. Or at least, it had a positive aspect. It drove me to make extra efforts. For example, I found a wonderful book called “Sinclair on Warranties and Indemnities in Share and Asset Sales”. It was my Bible. At the time, I was doing a lot of M&A work for German and Swiss clients, and I was terrified of messing up. “Sinclair” has blow-by-blow commentary on all of the most common warranties and indemnities in these agreements – why they are drafted as they are, what issues to look out for, what not to “give away”. I used to read it at my desk in the evenings, alongside the “other side’s” suggested amendments to the draft documents, and try to work out the best possible response.
Actually, when I said “for the first ten years of my legal career”, make that twenty five years. It never seems to go away completely. Now I just read different things – such as the OECD’s Transfer Pricing Guidelines, and shareholders agreements for property joint ventures.
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