 First, a big thank you to the dean for inviting me and just to echo what she said about Jim. Listen, who not only is here, which is wonderful, but Jim was a mentor of mine when I was at Oster's in Toronto. So it's a particular honor to be here and be with him and to have been collaborating and catching up over the last few days. And I think all of you will soon find out, I think some of you are in the business faculty, some are in the law faculty, but that your DOW relationships and connections will both serve you very, you know, really wonderfully in life on both a professional and personal level, sort of going forward and really encourage all of you to sort of stay connected to the school and to each other because it certainly enhanced my personal sort of satisfaction and enjoyment of what I've done. So I'm going to try to in a probably about half an hour highlight some of the key things about this very large topic. The topic that I'm going to try to focus on is doing an M&A deal. I spoke to the business class yesterday to one of the business classes and a few of you are here today and we covered, there'll be some similarity and overlap between yesterday's discussion and today. I'm going to try to emphasize today even more about the cross-border elements and also the particular role that a junior lawyer can play on a transaction, big or small. And when we say M&A, people sometimes always assume it has to be a multi-billion dollar transaction or a hundred million dollar transaction. The truth is all deals that whether they're big or small are relevant. A lot of the very same skills are going to be important. The complexity of a deal isn't necessarily driven by its size. So sometimes the bigger, the easier it is and the more straightforward is sometimes the smaller can have all sorts of complicated wrinkles that you need to be aware of. So I'll jump right into it and also give you a little bit of my background. The dean has told you these nice accolades but more importantly I think it's what's interesting for me coming back is really where Dow was a launching pad for my career and really very appreciative of everything I learned here. And just one thing, I don't know if people go online and Google what the dean has written, but having visited the legal aid clinic this morning and saw Donna there, that was one of the sort of most important parts of my times at the law school. I realized that what Dow prepared me for, I really didn't have much of an idea when I came into Dow what I wanted to do. I had a whole series of interesting, a lot of things had an international element to them, but what each of them had was sort of a new challenge and a new opportunity. And with the dean role which I thought was really fabulous and I think that I kind of fall back on every day because I kind of went out there and looked for new and interesting challenges and what I've done. She wrote, one of the things that makes law such a rewarding career choice is the wide scope of the knowledge, skills and attributes that lawyers are called on to master during their professional careers and helps us learn how to learn. And I would say really we all look for that practical piece of law school some days and I certainly love my time at the clinic, but what I really left Dow with was a sense of confidence that whatever the complexity of the issue and the problem was I could solve it in one way or the other and I felt that I had the tools and the skills and I really look back and that's why I'm so appreciative for my time here. So I ended up in Nova Scotia really by happenstance. I took a year off after high school rather you know at the time a gap year, there was no such, no one called them gap years. I was kind of confused and you know to people and one day what I was doing with my life but instead I really turned out to be one of the most meaningful years of my life. I ended up going on a program called Canada World Youth which brought me to Nova Scotia, never been to Nova Scotia, never been to rural Canada right and spent four months here, fell in love with the Maritimes and knew that I was going to find my way back here somehow and I did that through Dow a few years later. In between I found a few exciting and fun things to do like working at the embassy in Washington DC, I was leading tours in Europe on bikes and then I chose a Toronto law firm called Osler Hoskin which many people know and where Jim also worked for a big good part of his career but I also I wasn't as clear as maybe some people are even in this room about wanting to be a corporate lawyer. At that time I was really on the fence and I went to Osler's because they had what they called an alternative, summer alternative program where I could work for half the summer, doing corporate work and the other half doing public interest work and during my public interest work it happened to be right in the middle of the apartheid crisis in South Africa, Mandela had just been released in February of 1990. I went there in June and I worked for an organization called the Legal Resources Center not too different from you know Dow Legal Aid frankly and it was you know really again an extraordinary experience for me but at the same time my time in Toronto at Osler's I got really excited about the corporate work. I found it cooperative, collaborative, engaging, exciting, strategic and those are some of the kind of issues that I'll sort of dive into now and I think that you'll hopefully you know people and I spoke to a number of students over the last 24 hours already see that many of you are finding some of these issues you know in the law school curriculum now and are being challenged by them already so this is just a quote in the Canada World Youth website. Well it just basically talks about my experience on Canada World Youth and how I loved my experience at Dow and Dow Law gets a mention in here as well so okay so what am I going to try to cover today I'm going to try to cover for everybody what is a typical cross-border deal who is the typical deal team and how you yourselves could see yourselves being involved and working on a deal what is the role of a junior lawyer you know and I'll also show you what senior lawyers would do as well because often you know really in the in the most exciting environments you'll be there side by side with the senior lawyers getting very engaged and what can you do to kind of prepare and work towards those objectives so what kind of deals mentioned earlier there's no single type of deal they can they really vary there's large you know mega deals which we read in the front page of the paper but the truth is you know I get to work on a few of those every now and again but most of the time you're working on you know big decent size deals but it's not the it's not necessarily these 50 billion dollar deals they're still big significant but complex interesting transactions deals can take many forms but some key things to keep in mind you know and there's a lot of debate about actually number one who should you hire on a transaction on a cross-border deal is it somebody who knows a particular industry inside out you know do you have do I think I think my experience at this stage in life is that industry expertise is helpful but not essential it's really being a strategic thinker somebody who can learn quickly about somebody else's issues it's just like being again not to just because the legal aid experience is so fresh people come in and come into that office with a million different issues most of them you haven't had much experience with but it's really your ability to listen process them and think critically and and come up and problem solve right there on the spot then you do your homework and your research and pull together what the what the relevant expertise that you need to apply all of those other skills to the particular matter number two is obviously in the commercial setting what is motivating people and that's sort of as simple as kind of follow the money why are people what are people trying to achieve what are the objectives understand who is in the transact what who the parties are not just understand your own client but understand the other client other side as well their objectives may be similar or different and you you could quickly find out and I've been in rooms where people have been so stuck on certain positions but quickly realizing that they could kind of get to yes quite quickly if they understood what the other side wanted and it didn't necessarily the two were not necessarily incompatible with one another what they wanted and what the other side wanted the third is processes everything I would say it's important and maybe everything is an overstatement but it's under being methodical thoughtful and being able to be flexible and adaptable and and having a nimble mind and being responsive to all kind of circumstances really critical and that's going to be and I'll talk a little bit more about this in a minute and this came up yesterday in the class but working internationally where there are multiple cultures and different priorities for different parties becomes even more critical you know you can kind of walk in a room with your colleagues here and kind of think that you're thinking the same way and assume that you know your perspectives are reasonably similar that's not something that you can do in the world that I live in all the everything that I'm working on is cross-border which means that there's multiple countries involved you know in my instance I'm based in Singapore but that means there could be people doing um one party can be in Indonesia the other party could be in Thailand or the United States or China and understanding again how people look at issues how people deal with each other how people try to when they have a different opinion how they raise that different opinion um for instance um it's in some cultures loss of face and not being um critical or confrontational to somebody is a uh a very very it could be an enormous mistake and it could result in a in a breakdown of of the dialogue very quickly so again something to be very careful about and it's something you learn very quickly usually by making the mistake once um so um M&A deals um there's no real off-the-shelf precedent um there it's not sort of you do it one way and you just keep doing it that way you you know there may be some standard templates that you'll acquire but most often the reason why you know we are going to continue to have value add value notwithstanding artificial intelligence and otherwise is because these deals require human thinking on each of these understanding what really your various parties want to achieve yet there's going to be um I that's not to suggest that um AI is not going to sort of filter into all of our businesses and everything that we do in one way or another but for the deals that I think we're going to continue to be able to add value on it's going to be really relying on us individually to continue to be strategic to be smarter than the um than the AI okay and I think I'm just gonna we talked yesterday very important tax planning often is the driving force of an M&A deal well and I know Kim is here who can talk about that is sort of what's what's who's leading who I mean there's a I've been on so many deals where corporate people kind of think they have an idea and they rush out and sort of are thinking they're you know they're baking this cake and an understanding of what a deal is going to look like only to find out all too quickly that it doesn't work from a tax perspective value is being lost everywhere and leaked here and there and that so you will quickly find out that's again one of the fun parts about being a corporate lawyer that it's a very collaborative profession you need to bring in other experts you need to be and depending on the size of the deal it could be environmental experts clearly tax you know employment all series of others and all of a sudden you start to see that your team is growing and and that's really where all sorts of other different skills come into play as well as your deal as well as just your pure legal ones but I can't emphasize enough how important tax is and that just having it's you don't need to be an expert um you know unless you're the tax person but it does it is it is a really valuable piece of the puzzle to have an appreciation for and be able to at least talk the talk with your tax experts okay I'm going to go right down to page nine I think yeah okay so page 14 I'm going to jump right in because there's not that much time to some unique elements of cross-border transactions some people may have heard of fcpa issues foreign practices act or sypheus which is the committee of foreign investment in the united state canada has its own issues about foreign investment into canada but when you're doing international m&a deals you need to think about a number of issues that you might not need to do domestically and even domestically there sometimes can be interprovincial issues but on the international stage you really do have to be very sensitive to other type of issues foreign corrupt practices act or the uk anti-brabri act for people who don't know is really an issue to be sensitive to what what's going on in these companies that you're looking at if you're a us or a canadian buyer looking abroad to buy a foreign company in indonesia china or elsewhere the the level or lack of transparency is often a concern and you and well there may be something business wise very attractive about another company until you have a very clear and certain understanding of what other issues may exist that could be enormously detrimental from a reputational perspective um you these are kind of gating items for doing these type of large deals that you know we've we often get a call before even before we go to step two of a deal they call us it says can you help us do an fcpa anti-brabri analysis on a particular company and we'll um we'll help the we'll help them do that they'll go through their kind of internal compliance it doesn't mean that everything is necessarily risk-free because there's always an analysis of the pros and cons of still proceeding but people are going to want to understand a what the severity of something may be if there is an issue and how they might be able to mitigate it if they do proceed with a transaction so just something to always keep in mind and that also the sypheus issue these type of issues and they go you know canada has blocked some transactions because of they haven't wanted foreign investors i see it more from from the us perspective and certainly with the current sort of world order or disorder as you may call it sypheus has become an increasingly important issue you know we'll get calls from chinese clients or others you know they want to buy something in the us before they go and spend thousands or millions of dollars proceeding with the transaction they want to get as good a field whether or not they think they will get approval for the transaction or if they will be blocked from doing the deal so they should have never done it in the first place so these are all kind of evolving and kind of issues that will change with the times and the and the and the politics but in this current environment they have their importance has really been heightened and and we're spending a lot more time on them than we than we had been even recently dispute resolution another really interesting piece of doing cross-border deals um you have a company from india you have a company from china they're both pretty nationalistic they both want governing law they don't a governing law that they are comfortable with probably people from india are going to want indian law the people from uh uh china are going to want chinese law to govern in the contract but um how do you resolve this often what's being happened what's happened places like singapore where i live have come in to try to fill the breach and say hey we can be the neutral party here choose our law choose singapore law or if you don't choose singapore law it's at least choose the singapore dispute resolution um and as the center for um where where these um disputes will be resolved for instance and usually through arbitration i'm not sure if people know this but most foreign judgments by intra in a court in a court cannot be are not recognized in other courts but because of what they call the new york convention and people may be taking international law or conflicts of law but the new york convention allows arbitration decisions that are made by recognized um arbitration tribunals to then be taken and recognized in different jurisdictions so um again it seems like something that if people want to get a deal do a deal is it wouldn't be something that would hold up a deal you would be surprised it's kind of right at that back and they what they call the boilerplate part of a of a large uh um uh but either spa which is a share purchase agreement or asset purchase agreement but in fact determining a what the governing law is that people then feel comfortable that the choice of that law is the law that people think interpret laws and is it from a sophisticated enough place that they have enough a height and a degree of sufficient certainty that if there is an issue they can rely on the jurisprudence from that location to give them some um level of comfort that the outcome outcome of a dispute will be a reasonable one plus where that dispute will be heard so i don't have anybody has any questions on that or anything else so far uh but please jump into any time i know we have a question period at the end but um you should um you should definitely jump in um that's what i'm gonna try to do is just show you how a deal is often um um staffed um and where you would kind of fit into it um as a junior lawyer and then you know as a as a lawyer who is sort of a choir increasing responsibility so you have the lead partner at the top sort of overseeing it i would say you know in football terms the quarterback sort of the person who is seeing everything on the field who is responsible for client kind of relationship as well understanding the client's objectives i would say a a good partner that will try to share that vision what the client's expectations are with everybody on the deal team because otherwise you you can kind of find yourself spinning wheels if you don't really know yourself what the objectives are of the of the uh of the transaction you then have sort of the next level down what they call counselors senior senior associates they're often doing they call the heavy lifting of the drafting of the document and putting into words what the understanding of the agreement is um in and into the document and then you have what you guys would be very soon which are the junior associates and the junior associates are doing an extraordinarily important role on these transactions and i'll go into them in the next couple pages a little bit more but that's the due diligence and the due diligence of the transaction i cannot you know overstate the importance of that's really right again front loading a lot of deals and doing a lot of this stuff at the beginning is so essential to what i you know i think good client management trying to figure out all of these different issues at the very beginning um before you go to whether it's again as i said tax or the fcpa or otherwise but the due diligence is you often if you're the acquirer or you're trying to buy something going in and looking at another company and trying to effectively um look into its books its records and really understand what it's the strengths of that company are and what the weaknesses are and that can be an enormous have an enormous impact on value you know what you do or don't find um can really have enormous consequences for your client and i think um i i think that i what i've seen is a lot of junior lawyers are sort of sent off kind of go see if you see anything without a lot of guidance or direction um and not really understanding the mission of what they're of of what they're trying to do and what i've tried to do and i and i've seen it sort of and i and i think because of the heightened importance of it watching associates who go out there who understand you know who've given be given a real briefing on what the transaction is about what you're looking for where you kind of see the potential weaknesses in a in a in a company um what i'll give you an example one of the one of the things that happens in asia a lot um because a lot of these are family run businesses are that um a lot of businesses have contracts with other family businesses um and so where the value well they may tell you that you know we have this great contract so our company is worth x but the counter but then you buy the company and the counterparty to those contracts is a related company and that related company may no longer choose to do work with you once you've bought that company and so really understanding this web or tanglement of of um uh of corporate interaction is really essential um but you know we talked about this yesterday other other um it's a great question um it that's really it's usually what happens is um and it's this where where do you find it yeah so no so usually usually there's um the seller in this case they would have a data room so you would physically go to their premises and in the i would say now in this modern now today in theory there should be what they call a virtual data room where they will upload that and have it available to you um but will they show it all to you that's another question so absolutely so what do you do then um but do you have to do you have to anticipate that you may not see everything and realize that there could be pieces missing yes so then you have to ask for it so that's where the knowledge of the company and understand some understanding of it beforehand is really important and then number two is what they call reps and warranties in the contract itself so you may say i think i've done all the diligence that i can they've told me they've shown me everything but what happens if they have it that's where you have what you what we've discussed yesterday in the business class was reps and warranties where you go back to them and say there is no litigation and they will come back and say there is they will give you a list there there is no litigation other than the following but if they're and then you make your decision to buy based upon that information and the value of the ultimate dollar terms that you pay will be based upon all of that knowledge however you still wouldn't if it turns out that there is litigation or one of these sort of third-party contracts that i mentioned um that exists that wasn't disclosed you would then have if you've done if you've drafted your contract to protect you in this way you should then have recourse back to the seller you have other issues then like how how do you get back how do you get money at once or once once you've already given away correct so sometimes you have hold back payments so sometimes if you're really worried about it you would sometimes have money that's held back for a certain period of time so that allows you to get into the business to run the business for six months one year eighteen months whatever the period is and then we also talked yesterday what is becoming increasingly um a part of doing urges and acquisition deals is called um reps and warranties insurance where there's actually third-party insurers who come in and do yeah so there's a whole another industry that and there's a few reasons for that one is because of this issue of who do you go back you know the anxiety of the buyer of how you go back but also that today's m&a um kind of universe or ecosystem is increasingly filled with almost dominated with what we call private equity parties so which for some people these are these in the canadian terms are like the on exes but in the international terms are kkr's and tpg and bane and carlile people that have truly billions and billions of dollars under management and but they have a very different investing lifespan than other like a strategic so their their purpose is to make an investment to realize on it and to exit the investment and then to return the money back to the people that gave it to them but to do that in a very quick manner they don't want to be on the hook for if they're the seller for instance they don't want to have what they call the tail of these reps and warranties that people could come back to them after they've sold so they've also helped introduce this idea of this reps and warranties insurance so that there's they would rather pay somebody to take on that risk and have the liability for any future issues against these third-party insurers rather than them because they've now given back their money to to their funds or to their to their investors i think there was a just a quick question i wonder if you would address valuations with you say on the pb side um p i come to you i probably already have my own my own valuation of the company in house which are then shared right and you've helped the client execute is that kind of how that works yeah and how do you assist the client in doing due diligence on evaluation that's usually handled by specific like specific line that's all in houses yeah a great question um so the fun again the fun part of this is that the ecosystem of being a lawyer or a corporate lawyer um and where maybe why clients kind of get agitated is we're not the only advisors there's financial advisors and then there's tax advisors and so there's all of these people working and so usually so if kkr hire is me or my law firm they'll ask for us to do a legal due diligence report they'll ask kpmg to do a tax due diligence report they'll ask somebody to do a financial and they'll put and then but but to make it work we all have to be talking to each other and understand the value that you're talking about as well because the client expects high quality advisors to a understand that but also because we're we're kind of interacting with each other all the time i don't know if jim had any yeah it's quite right there's sort of two levels of discussion the person discussion with the client what's important in transaction with the client the second is david's communication as we partner with the counsel senior parts and junior associate as to what's important to the client so that when they go to do their work or when they second hear a negotiating agreement they know what's now and the truth is clients often you know if you're a experience what you can you're often guiding the clients you know it's your clients are going to appreciate where you're saying hey we've done this they're gonna they're gonna they're gonna have a choice of who they're gonna hire and you're gonna be telling them you know we've done this before we've done 10 indonesia deals before these are the key things to look out for we have experience doing that we're going to work with local you know again another layer to this which is important in cross-border deals is not and i should have mentioned is local counsel having people who know the local landscape really really well who can speak the language who know regulatory officials who can kind of ask those informal questions to the tax authorities hey at the these guys paid their taxes in the last five years they'll tell you they have but have they and what often happens again it's funny how you can some get a local businessman or business can be in in compliance tax wise but as soon as you sell the business all of a sudden a big tax liability surfaces for the foreign buyer so you know call it coincidence or call it what you may but these are the kind of things you need to be aware of and having a feel for you know maybe a recognition that there will be a payment of taxes that has to be paid but understanding what the magnitude of that will be because again all of these things can really you know diminish value and your and impact after you buy so and and another thing for which i'll get into in a minute but doing M&A deals and it's maybe true everywhere but in particular in cross-border deals it's your counterparty or if you're gonna you know some some international buyers are brave enough to go and own something a hundred percent a hundred percent but more often than not they're gonna want to do it with a local party and that and having a local party that is a hopefully rep reputable but knowledgeable and strong enough to help you navigate through challenges should they arise on the ground is really really important and i i've seen both scenarios and i can tell you that i've never i probably would say over the course of 20 years in asia it's in the instances where people have overlooked the importance of a good local party where they've been the greatest loss where they just have they've just kind of had to put their sometimes walk away or put their hands up because they were kind of really boxed out of situations that they would have otherwise been able to navigate if they had a strong local party so okay so this is kind of what we've already described these are just and i and people are welcome to have these slides after if they're helpful but you know just what the due diligence is really trying to do and i think i've touched on a lot of these but you know just to reveal the necessary information necessary to meaningfully appraise the conditions of the overall enterprise value of a business you know conducting a thorough tailor due diligence investigation is absolutely critical and what you then end up with is it's not as if people think that there's never going to be any blemishes on a deal it's then coming then it goes back to you as the legal team to say okay this is what we've learned you're going to be handed that book of all those advisors as the lawyer all the the legal the financial the tax and now you got to put it into a legal document that you're going to propose as a means to protect your client and say okay well i've learned this we want to know that you know we think that this value should be reduced because of this but but if in the future this this event occurs that we have some recourse against the seller and that's where you you know how you write the document how you how you present it and how you sort of and then negotiate it is going to be absolutely essential as a as a as a lawyer um So don't be reluctant to sort of raise your head about this very different aspect. And sometimes things are inadvertently omitted. Sometimes they're advertently omitted. So don't be reluctant to just sort of say, what does this mean or why are we not discussing that? No, I think that's a great point. I think that I have seen, and sometimes distance or a new fresh, you know, I can have clients that I've known for years, but having somebody new, fresh, young, smart, look at something totally differently can make entirely, come out with entirely different conclusion or analysis that is super important. So Jim's point is absolutely right and really critical. So again, I think that could answer your question. This is how the data room is sort of presented and where, how we then present it. These are, again, we've touched upon this, some of the key diligence issues that will come up. And there's a number of them. That's why this takes a while. And again, factors into some of these issues down to the FCPA down there, which I've already spoken about. And then just a moment ago, I mentioned what do you do with this? You usually put it into a report where it's synthesized. It's in a straightforward manner for the client who, again, is going to be at this point. The deal is going to be going really quickly and moving fast. Want something that is user friendly, not sort of thousands of pages of just reciting what essentially repeating what every document says. I've seen lawyers go in there and just write down everything because I think that's what they need to do. Again, that's the difference between you and a computer. You guys are going to be there to help synthesize, be critical, and try to put down what's really important so that it's going to be then converted into a format that's going to be client-friendly. Have you noticed over the past 20 years, you've seen your diligence evolving or changing at all. Like, has it gone beyond just a strict, let's look at some contracts, let's look at some IP, or has it gone to a kind of broader, kind of, theoretical model of what risk could be. Again, mining finance here in Canada, but you know equity partners in private finance, they might build a mine in Guatemala, there might be big human rights violations. So is there any consideration of that these days, or is it still kind of that? No, absolutely. I think it's very case by case, but I think you're doing your client a disservice in that if they're doing a mine in an environment where human rights or land issues or whatever they happen to be are important and could really impact the outcome of the deal, you should be doing that. And if they're hiring the right lawyers or team of advisors, they're going to be looking at that because kind of the point I made earlier, those issues come up. They don't come up at the beginning where you want them to come up or you at least have identified it to your client. Your client is going to say, six months down the road, hey, I didn't see anything here about these Guatemala land issues or environmental issues. That's exactly, and that's where getting local counsel involved, understanding the local sort of nuances or issues of the moment are going to be absolutely essential because the truth is time is money, and there's not any single deal that has to happen. And if it's not going to happen, your clients really want to know sooner than later. And I say that one of the best deals, some of the best deals I've done are the ones that I never did where I actually felt that I did the best service for my client was where we did a thorough due diligence. I don't like to kill deals. My job is to solve problems and find ways to get a deal done. On the other hand, if the issue isn't solvable or it doesn't make sense or the reputational consequences are too big, your client wants to know right away so they can make a decision because what they've done is they've allocated six months of their life to this deal that's not going to happen at the expense of pursuing the next three deals that they could have been doing. So it's key. And that's why it goes back to Jen's point. There's no dumb questions here that you should be looking at or saying hey to your senior guy. Hey, I think this is an important issue in Guatemala. Should we be having local council track this down just to make sure? If you've got a client who wants to do, there's certainly a cool thing, but in your perception and in all of the advisory's perception that this is a great deal for the client. Are you trying to make sure you're trying to get this deal through? Like is your client the deal if it's a good one or is your client the client? That makes sense. No, it's a great question. You know, I have, there are deals where, you know, you kind of, we're all humans so you can get emotionally connected to a deal, particularly after you spend more time. And I would say that your objectivity starts to become a little bit more questionable. I remember a deal four or five years ago, it looked like everybody. In particular, I would say it's less the lawyers. Lawyers have less upside, you know, and some people say the lawyers make money anyway because they charge by the hour. But the people that, where I saw this happen most, where I think it can get the most confused, is where there's people at a company that have, this has been their life for the last year. They're like the senior business development guy. And his job was to do this deal. And then he gets into the boardroom where he thinks it's going to be, check the boss. He's gone to three board meetings and they said, I want to own a water plant in Singapore. And all of a sudden, they're on the verge, they beat out five other bidders. They're about to sign, you know, exclusivity. And the guy's on the board and goes, this isn't a priority anymore. You know, that's where I think you can get more people with a conflict of interest because they have their own financial, they're emotionally involved, their personal life, they've invested months and months. Lawyers kind of, I would say, still need to stay dispassionate. And that's their job, is to stay dispassionate, to be objective, not to tell the client, you know, you can tell them, they will ask you inevitably, what do you think? What is your gut? You've done this before. And the truth is, as a lawyer, you've often done this way more times on the client. You know, at the end of the day, it's their money, though. And you kind of always need to realize that if they want to make the investment or not, it's their call. But you can say, hey, you know, I have done this before, I think you're making a good investment. But they may, for a bazillion different reasons, but where I've seen the issues arise is where there's business people who have something at stake by not, you know. And one of the big issues right now in the world is there is a ton of capital, liquidity. All of these private equity firms, billions of dollars, and they're having trouble spending. Prices are high. And on the one hand, they can say, I'm really smart, I'm not putting my money in a dumb investment. On the other hand, if they don't invest, they don't have a job. So it's a real sort of catch-22. At the end of two years, if they go, well, I've been the smartest investor out there because I didn't go buy something overpriced. They go, okay, you're a really smart investor, but I've paid you X and you've shown me nothing. And that's happening all the time. And on the other hand, they're ready. Like they have literally are sitting on piles of cash. And everyone else is. As soon as that deal, that big deal comes along, all of those people I mentioned below are chasing that same deal. And then they're out bidding each other and pushing the price up. And then that's when financial crashes happen. So it's an excellent question. But as a lawyer, I think your goal is to kind of stay as objective as you can. But you do ultimately sort of get personally invested in the deal a little bit yourself. Yeah. So we talked a little about this. These are just the kind of things that lawyers would get involved in. And then lots of different documents. Here, I would just say, very shorted conclusion. Successful associate shows initiative, delivers a work product on time and without reminders. Dilligent pays attention to detail. Well thought out, accurate, thorough. But always ask lots of questions before. I mean, no one expects anybody to know something they shouldn't know. So the worst thing I think lawyers can do is spin their wheels. Yes, they have to be some self-initiative to go try to find some understanding on their own on the one hand. But also to be asking lots of questions along the way. Project confidence with interacting with clients and colleagues. Be receptive to feedback and try to sort of take it on when you sort of do your next task. People notice that. No one expects you to get it necessarily perfectly the first time. But once you've taken the time to invest in you and give you feedback, they do like to see that you've actually listened and been responsive. Then the next, in conclusion, I just say challenge yourself, put yourself in situations where you need to think on your feet and communicate effectively. Build these skills. Law school is the best place that you can imagine to do that. Lots of smart, engaging, interesting people around. Be a broad, curious lawyer. Know the importance of cross-disciplinary exposure and self-education. And then enjoy law school. It's a great privilege and have fun. Just a quick follow-up on this one. I think you said earlier, time is money. One of the real advantages we have is losses. What are some recommendations for self-education? Yeah, I mean, I think finding opportunities. Lots of things that are already built into your law school experience. Whether it's a clinic. Whether it's mooting. Whether it's just debating with your friends. Some of it's the business association class. It's kind of, if you already have a passion or an interest, it's kind of building some of those blocks so you're off to a bit of a running start. But I also think it's kind of what, quoting the dean earlier, it is just being nimble and flexible thinking. It's kind of the debate. How do you face this new world that we're kind of, which none of us really know what it's going to look like. But I would say that it's being flexible and that I wouldn't get too stuck in the details today. I would get stuck in the conceptual, the analytical and problem solving because I think that is where you're sitting in a room and there's always a few people who are kind of helping to really solve a problem and they stand out right away. And there's no necessarily magic to that, but it's practice and it's getting increasingly comfortable articulating your ideas and bouncing them off friends and speaking up in class and all of those things. I think it's really just being engaged as much as you can.