“When I started practice, materiality scrapes didn’t exist and there was no basket,” says Nate Cartmell, senior partner in Pillsbury Winthrop Shaw Pittman’s Corporate practice group. “Over the course of 40 years transactional practice has really changed.”
Cartmell and his contemporaries learned the ropes of complex corporate transactions as the practice area developed – helping shape the way deals get done as they went. They brought along new associates with on-the-job-training over long negotiations and debriefing sessions.
Still, Cartmell has long worried that these informal learning opportunities were never really happening as often or consistently as they should be. And that was even more of a concern when it came to nuanced provisions like materiality scrapes, sandbagging, and indemnification.
Then, with more work happening remotely, opportunities for informal lessons and deep dives on provisions became less and less frequent. So, as educating associates and partners got even more difficult during the remote-working days of the pandemic, Cartmell started looking for new ways to support their learning.
He worked with Anna Bankey and Rebecca Augustine in the firm’s Professional department to create a new program. They crafted a low-preparation, high-impact format to level set on the provisions covered in the ABA M&A Committee’s Private Target Deal Points Study. Working with Hotshot, the team developed an engaging training program he could deliver over video conference with limited preparation on his part.
Cartmell’s new training program involved 12 one-hour sessions offered every two weeks for about six months. The sessions were available to anyone in a transactional practice, including associates and partners. And each session covered a discrete issue in M&A agreements like materiality scrapes, sandbagging, non-reliance, and fraud exceptions.
For some of his sessions, Cartmell used videos in Hotshot’s M&A Provisions topic, which Hotshot created in collaboration with the ABA M&A Committee. In addition to definitions, drafting tips, and buyer and seller perspectives, these courses also cover market trends for complex provisions tracked by the study. Each video also features members of the M&A Committee (who are partners at major U.S. law firms) explaining the concepts and discussing how they think about them in a negotiation.
Cartmell explains that he’d start by introducing the audience to the topic: “What is a materiality scrape? Where did it come from? What should you watch for?” Then he’d cut to video of the partners—like Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP, who delivered the materiality scrapes content. And he’d end by taking questions to wrap up.
“I could talk for 20–30 minutes without getting really detailed, knowing that the videos would reinforce my explanation of the provision and add nuance to help participants think about how to apply what they had learned.”
Relevant for all levels of lawyers
Because Cartmell had invited lawyers at all levels and across transactional practice areas, he was keen to be sure everyone could learn something: “We would start off just setting the table: What is indemnification? Why include a standalone indemnification section when an aggrieved party already has a remedy for contractual breach?” He explained how “that was a good level set, as new lawyers hadn’t been exposed to all the different considerations being addressed, and more seasoned practitioners might not have the nuances top of mind,” and how it allowed them to then get into “how it works and what limitations and variations there might be.”
Cartmell says these provisions can be tricky, and people don’t always fully appreciate what they’re agreeing to. “It only becomes a problem once in a while,” he says. “But when it does, it’s a real problem.” He notes that a real estate partner was facing a materiality scrape demand in a contract right after the training, and the timing of the program helped him address the issue.
By starting off with the basics, Cartmell found that newer lawyers were less likely to get lost. “They might not totally understand it, but at least they’re hearing it and can start to apply it in future matters.” He also found that “for those more experienced, you get into things where they have questions or don’t quite understand it.” He appreciates being able to address those questions because “no matter how well you already know the topic, you always walk away with something you haven’t thought about before.”
Cartmell also felt that the benefit of him presenting the program goes beyond the material delivered in the session. “Now people in the firm know I’m here and that I can help,” he says. “I’ve had people referred to me based on my knowledge of these issues – people who otherwise wouldn’t have known I was a resource.”
Having video helped reduce preparation time for Cartmell and, he says, made the sessions more engaging for the audience. “The videos relieved me of having to go through all those things myself, lessening preparation time.” He also found that the videos “offered a different mode of delivery and helped recapture interest when it was waning.”
The somewhat subjective nature of the topics helped create an environment for discussion from participants: “Partners used the chat function to share their own perspectives on the provisions and how they handled them. It was a great interactive discussion that happened organically.”
Future of the training program
The format worked so well for attendees and presenters that Pillsbury is bringing it to more corporate lawyers. This year, Bankey and Augustine are working with another partner in the practice to develop a more basic program for summer and new associates. They are offering Hotshot videos to presenters to simplify the presentation portion of the session. “These videos are a great resource for everyone,” Bankey says. “If the presenters want to do what Nate did and show the video during the session, that can really take the pressure off them to present live. If they prefer to deliver the material themselves, the videos serve as a great resource before or after the session. We love how they can help the people learn in a different way.”
Hotshot can work with your firm to implement many of the ideas above. We can also brainstorm other ways to engage and educate your associates. Contact us to learn more or check out our topics, learning tracks, and training guides.