One part of the job that is often challenging (especially for new bankers) is reading legal docs - IOI, LOI or purchase agreement being the most likely you'll encounter. No one teaches you how to do it, and it is REALLY hard to learn. Below are some high impact / low effort ways to look real smart real fast.
步骤1.先例：
Get a contract from a deal that recently closed and use that as a reference (bonus points if you can get more contracts to compare against - bankers areALWAYS runningcomps）。允许您参考确定哪些术语是“市场”。随着您获得更多的经验，您不需要依靠他人的交易，并且可以提及自己的交易。
Step 2. Run the following searches:
Days, months, years
Anything that has a time component, compare that to market. x number of days to provide notice for this, or y number of months in order to process that. Anything that varies from other contracts may be "off market".
Notes to Draft (NTDs), "[" and blanks
Anywhere there is a NTD or a "[" indicating a placeholder or a blank space usually means someone needs information to complete it. You will look like a hero if you can give some guidance for what is needed to get this closer to the finish line (+10 points if you can provide a VDR reference for the required DD item). See how past deals filled in those blanks and figure out what makes sense here. A perfect example is networking capital peg - see below.
Networking Capital Peg
这是一个教科书区域，预计银行家和会计师将填补差距（并可能谈判一个职位）。随着您的经验，您将知道要拉哪种杠杆。如果您知道买卖双方将采取哪些职位（以及学术上的原因），什么是市场以及什么是有意义的，这也是很长的路要走。另外，注意细节。不要仅仅让人们在学术上谈论“应该”发生什么或什么是“市场”，而且还知道对$有多少影响。我已经告诉买卖双方（作为客户和反派） - 这是一笔少量的钱：不要浪费时间尝试“赢”。
Materiality Thresholds
披露时间表将由materiality thresholds. For example, buyer will likely want to see as many contracts as possible. Depending on the business, to give 100% of the contracts will likely be onerous and prohibatively difficult. So you'll set a threshold that says you will give all contracts above a certain amount. This is usually a significant number that allows all the contracts fitting in the threshold to represent a significant amount of revenue: 60%, 80%, 90% - whatever makes sense in the context of your deal. For example: seller may have 1,000 clients (long tail - lots of small clients), a materiality threshold of $10M represents the top 100 clients and 90% of revenue; $20M represents the top 50 clients and 80% of revenue; $50M represents top 10 clients and 60% of revenue. Knowing the thresholds, number of clients, percentages and being able to give advice on this matter is gold and totally doable for a motivated junior banker.
Hope this helps. Go get 'em.
注释 （5）
U da man! Legal docs are by far the biggest pain point for me as an analyst.
很棒的帖子，谢谢。
Ability to parse legals is a very very underlooked skill and one every junior banker should develop.
Awesome post. Will add for the corporate bankers reading this that everything here applies to credit agreements as well. Look at covenants, conditions prior to closing, security, pricing, contractual terms, and compare with historic/industry peer credit agreements.
Bookmarked. Definitely good color.
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