What this seat involves
Corporate lawyers coordinate transactions from start to finish. The core document in a private M&A deal is the share purchase agreement. Understanding its structure; representations, warranties, indemnities, conditions, completion mechanics; is the foundation. Around it sits due diligence, corporate authority, ancillary documents, and a significant amount of coordination between parties.
The work moves in waves: document-heavy during diligence, then intensely pressured at sign and completion. A trainee who can stay organised and flag problems early is more valuable than one who produces polished work slowly.
Trainee-level work this seat is built around
You may not be asked to run all of this on a vacation scheme. This section explains the kind of work trainees and junior lawyers do, so the seat and its exercises make sense in context.
Due diligence review
Reading data room documents and logging points in a diligence tracker. The work is document-heavy: identifying contracts, consents, change-of-control provisions, IP ownership issues, litigation risk and anything the associate needs to know.
Corporate authority checks
Checking the company has power to enter the transaction and that the right approvals are in place. This can involve reviewing board minutes, shareholder resolutions, articles and other constitutional documents.
Companies House searches and filings review
Obtaining articles, checking filing history, PSC register entries, existing charges, confirmation statements and accounts where relevant. Routine work, but useful because odd or missing filings can raise questions for the team.
Contract review
Reviewing agreements to understand what each section does, what obligations the company has and whether any provisions need to be flagged to the associate.
Redlines and comparison
Running redlines, comparing drafts and summarising what changed. The useful output is not just that wording moved, but whether the change affects risk, process or the client’s position.
Call notes and action lists
Taking notes on calls, recording action points and helping the team keep track of who needs to do what next. Clean notes matter because corporate deals move quickly and details get lost easily.
Signing and completion support
Helping with signing bibles, chasing outstanding documents, coordinating execution and checking the final document set. Most vacation schemers observe this; trainees are much more involved.
What you could do on a vacation scheme
Vacation scheme exercises are usually lighter than trainee work. They are designed to test research, document sense, commercial judgement and how clearly you explain unfamiliar material.
Business structure research
You may be asked to identify what kind of business the client is running and research which structure fits best: limited company, PLC, LLP, limited partnership, general partnership, joint venture or sole trader. The point is not to know the answer already, but to explain the commercial pros and cons clearly.
Agreement map
You may be given a short agreement and asked to explain what each section does in plain English: parties, definitions, obligations, warranties, termination, liability and boilerplate. This tests whether you can orient yourself in a document without pretending to be a specialist.
Buyer or seller risk flags
You may be asked to spot provisions that seem weighted towards one side and explain why. For example, a very broad warranty, a tight termination right, or a liability cap that feels unusually low. The exercise is about judgement and reasoning, not perfect market knowledge.
Standard position research
You may be asked to research the usual position on a clause or structure and explain why parties take different positions. A good answer separates what is standard, what is negotiable and what depends on the client’s objective.
Comparison and light drafting
You may be asked to compare two versions of a document, summarise what changed, put agreed amendments into the draft and send a short note back to the team. This is a realistic vacation-scheme version of corporate document work.
What good looks like at this stage
Clarify the task, have a proper go before escalating, explain your thinking and return clean work. The best vacation schemers are proactive and curious without creating noise.
A vac schemer who asks "should I be logging this as a material risk or just noting it?" is engaging with judgment, not just mechanics. That distinction separates someone who completed a task from someone who understood what it was for.
Research to do before you start
- Read a recent M&A deal announcement. Understand the structure; share or asset sale, consideration, conditions to completion.
- Look at the firm's recent deal activity. Know one or two deals closed in the last year and be able to describe the transaction.
- Understand the basic SPA structure: conditions precedent, representations and warranties, indemnities, completion accounts vs locked box, limitation provisions.
- Read up on current M&A market conditions; deal volumes, sector trends, CMA and NSIA developments. The FT M&A section is the right starting point.
- Know the difference between a share sale and an asset sale, and why a buyer might prefer one over the other.
- Understand what W&I insurance is and why it has become standard on most mid-market and larger deals.
Questions worth asking
Is there a precedent or example you would like me to follow?
Shows you are trying to match the team's style instead of guessing the format.
How much detail would be helpful here: a short summary or a more detailed note?
Clarifies the output before you spend time producing the wrong level of detail.
On the deals you're currently running, is the buyer or seller side work more interesting at this stage of the transaction?
Shows you understand both sides exist and that the nature of the work differs depending on where you sit.
How much of the due diligence comes back with issues that actually affect the negotiation versus things that get disclosed and closed out?
Only someone who has read about DD would think to ask this. Invites a practitioner to tell you something real.
Has the CMA's increased scrutiny changed how you advise clients on deal structure or timing?
Relevant, topical, shows commercial awareness. Has materially affected deal execution in recent years.
When a deal falls apart before signing, what's usually the reason; legal, commercial, or something else entirely?
Invites a story. Most lawyers enjoy answering this and the answer teaches you something no textbook covers.