A day in the life of… James McFarlane

27th August 2021

I like to get an early start to my working days whenever I can. This has the advantage, in normal times, of avoiding the heaviest of the traffic heading into the city centre although that’s less of an issue at the moment, especially when working from home! The time before 9am allows a good opportunity to catch up on emails whilst planning for the day ahead but perhaps best of all, it provides a quiet period so I can focus on things away from the noise and interruptions of normal working hours.

My work in the corporate team means that I spend most of my time either advising clients on transactions or helping them to structure or restructure their businesses. You tend to find that, as with most things, the same issues and problems will occur from one matter to the next, but because you are dealing with different people and no two businesses are exactly the same, the work is always interesting and varied.

I tend to have a few different transactions on the go at any time, normally (or perhaps that should be preferably) at varying stages of the sale and purchase process. Two, in particular, have demanded my attention today: both are sales with one just in the initial stages and the other much further advanced. I therefore spend part of the morning reviewing a buyer’s proposed changes to our draft heads of terms and discussing these with the client.

Some of the amendments require technical legal input but the greater part of the discussion and consideration surrounds the wider commercial ramifications, as we assess how best to deal with the points so the deal can proceed to the client’s best advantage.

The rest of my morning is spent on a more traditional review of the amendments that the buyer’s solicitor has made to a share purchase agreement. We are aiming to complete as soon as possible, so in responding to the changes, I seek to ensure that, whilst the client’s interests are properly protected by an appropriate balance of risk between the parties, we avoid getting bogged down in arguments over points that will have little practical effect.

Lunchtime and the early afternoon see a shift in focus as I am part of the HCR table that attends and supports “The Big Lunch”; a charitable event raising funds to support local good causes. It’s a great opportunity to spend some time at a “real life” marketing event after so long away, plus there is the added advantage of hearing Eddie Jones talk about his rugby career and the challenges of being in charge.

The later afternoon involves a return to work and to dealing with less transactional matters. Firstly, I spend time drafting some of the documentation that is needed in connection with a proposed demerger by a client. This type of work is often led by tax or accounting considerations, so I liaise with the client’s accountants throughout to make sure that the paperwork meets the requirements of the tax clearances as well as their wider long-term plans.

I then spend some time looking at a shareholder’s agreement that a client is putting in place for a new business venture. The client will hold a significant majority stake – he wants to balance his desire to retain the final say on all significant matters that arise against a wish to incentivise the minority shareholders, who he sees as being important to the future success of the business. I prepare some initial draft documentation for consideration, together with a series of comments for the client to think about, and suggest that we arrange a time to meet so we can tailor the documents to his specific requirements.

I finish the day where I began, catching up on a few emails, sending out some responses, and chasing up a few outstanding matters.

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