Value Creation by Transactional Associates

By Cathy Hwang

How do transactional associates add value to deals? Other scholars have characterized transactional lawyers as transaction cost engineers, regulatory arbitrageurs, and enterprise architects. But those words describe partners. Although most of the deal team is made up of associates—and the vast majority of deal lawyers begin and end their careers in law firms as associates—the literature has said little about the work of associates. This Article seeks to illuminate what transactional associates do and how they add value to deals. Building on literature in contract design and transactional lawyering, it argues that associates help to mitigate some of the shortcomings of unbundled bargaining. When efficient contract design demands that contracts be unbundled into separate modules or even separate documents, associates both serve as the conduits for those modules to communicate and may, if needed, do the crucial work of reintegrating those modules into one cohesive contract.