Allen & Overy

"My first job was to draft a security deed."

I am in my second seat of my training contract and am sitting in the Derivatives and Structured Finance group, part of International Capital Markets.
The deal was a three billion Euro structured finance transaction involving seven parties in four jurisdictions.  As is sometimes the case in this group, the deal we worked on was the derivatives part of a larger transaction: the multi-billion Euro funding of a major European financial institution. The deal structure involved several inter-related derivatives contracts and a host of ancillary documents. Ten Allen & Overy lawyers worked on the structured finance part of the deal in three of our offices.

I joined the team in the later stages of the deal, to cover for another trainee who was going on holiday, so was not involved in the usual trainee work of analysing the cash flows in the derivatives contracts or negotiating the ISDA Master Agreement schedules.  My first job was to draft a security deed.  The easy part of this is finding and tailoring the relevant precedent to cover the types of security to be taken.  The harder part is to understand the deal structure well enough to then fine tune the deed to meet the client's needs and to connect to the documents to which the security deed relates. It is kind of like a jigsaw or a cross-word puzzle.  I also drafted two account agreements and related account mandates.  These were, of course, checked by an associate before they were sent to the other side, but I was given the responsibility to negotiate and close them.

The next task was a typical trainee task, running the close.  This means co-ordinating between all the various parties, emailing them the documents to be signed and the instructions as to timing etc, answering questions, receiving the scans of signed documents, checking execution and all the necessary supporting documents and then, when everything is in place (and, in this case, once escrow release notification was received), sending out the fully executed documents.  The work is time-pressured and obviously must be absolutely accurate (a document sent to the wrong party could destroy the deal) but does involve a great deal of contact with the client, the other parties, their solicitors and so on.  Closings are always exciting and, on this one, the client kept asking "Can we open the champagne yet?"

I think the best thing about the deal for me was the chance to work with so many different people spread out around Europe and the US, even (unusually) having direct contact not just with opposing counsel but also with the parties on the other side of the deal.