Sheryl Lynn Tan is an associate attorney at Lewis Brisbois Bisgaard & Smith LLP. Her current practice primarily focuses on general corporate, corporate finance and securities, which include public and private transactions, securities law compliance, corporate governance and general corporate matters. Prior to Lewis Brisbois, she worked at a small law firm in Sacramento and focused on general corporate and intellectual property. While at King Hall, she served as a treasurer of If/When/How and received a Business Law Certificate and a Tax Law Certificate.

Your current primary practice areas are corporate finance and securities law, but your legal career began with general corporate and intellectual property. Could you share some insights on how your work has evolved?

In law school, apart from the recommended bar courses, I primarily took a lot of business law classes. Before that, I took most of the courses offered in intellectual property law, including copyrights and trademarks. Intellectual property is actually part of the courses offered under business law in Davis. After law school, I was offered a job as a law clerk working in general corporate and intellectual property, with a focus in trademarks. After I was admitted to the bar, I continued with this firm as an associate.

General corporate law is actually very board, and includes a variety of services that a corporate client may need. For example, sometimes you have clients who have yet to set up their own businesses. These clients will need help such as incorporating their business, ensuring everything is set up properly, and ensuring all paperwork is done correctly. Then you have clients that already have actual businesses trying to raise additional capital or expand their business. Basically, there are different types of corporate transactions. When I first started, my work was mainly working with clients who are just starting up, or they have a really small business and just need to make sure that they are up to date with state compliance and filing compliance. When you work with established businesses, they will have different requirements.

I was also really fortunate to be offered a position as a corporate finance and securities associate with Lewis Brisbois. I started in a small firm and I then moved to Lewis Brisbois, which is a national, full service law firm, with multiple offices in over 30 states. When I was working in a small firm, I worked with a lot of smaller businesses. When you go into a big firm, the clients that you represent tend to be more established and have different needs. I still work with the small corporate world, but I also now with clients who are listed on national stock exchanges such as Nasdaq or NYSE American. So, the kind of work that you do is slightly different. To me, my team in Lewis Brisbois is more of a small team setting and we all work very closely together. It’s pretty tight knit. So, you don’t feel like you’re in a big firm. I guess in that way that’s the one part that did not change. I still feel very supported by my partners.

Could you provide an example of an experience where you provided counsel on a corporate governance matter?

I’m going to explain it in the sense of what a listed company might need when it wants to become a publicly listed company. As a publicly listed company, there are certain requirements that they need to comply with, including exchange requirements. For example, a company will need to comply with certain Nasdaq requirements, certain SEC reporting requirements, and the regulations of the company’s state of incorporation.  For example, a company must consider structuring its board of directors to comply with both state regulations and stock exchange requirements. If a company is a Nasdaq listed company, it will need to comply with certain Nasdaq corporate governance requirements as well, such as committees comprising of independent directors. We assist these clients by advising them on regulatory compliance requirements, preparing relevant committee charters, and drafting necessary resolutions to ensure that all actions are properly recorded and approved. Basically, a big part of my work regarding corporate governance is related to compliance with federal and state regulations. Corporate governance is the process of how companies are controlled and operated, which requires being in compliance when the board makes decisions for the company.

How do you stay informed about changes in SEC regulations and ensure that your clients remain in compliance?

I personally am subscribed to the SEC press release page so I get updates on new releases, including any adoption of new rules or amendments by the SEC. It involves a lot of reading to understand when changes become effective. Sometimes, Westlaw or LexisNexis will provide an update or a notice if certain regulations have been updated, or other law firms will also put out a client alert. Sometimes, it’s also possible that you are not aware that a regulation has changed until you are actively working on a matter. If you are really interested in SEC regulations, I would recommend taking a look at the SEC press release page for potential new rules or amendment to rules.

Could you share with our members some of the challenging issues you have faced in your practice and elaborate on how you approach and handle them?

One of the biggest challenge that law students will probably not be aware about is the problem with time management or project management. When you’re working in a team, you report to a lot of partners or senior attorneys and it is very likely that you will receive concurrent assignments from many of them. So,  how do you handle all of them when there are overlapping due dates? I think this is something that overwhelms a lot of new attorneys. And this happened to me. When I first started, I was very eager to learn everything and assist with as many new projects as possible, so it was very hard for me to say no. But sometimes when you don’t say no, everyone assumes that you have a lot of availability or capacity. Sometimes, you’re just really buried and it becomes very important for you to learn how to communicate effectively and be able to say “I do not have availability right now.” Let’s say that you’re already on three projects and another partner wants to assign you another, which you simply don’t have the capacity for it. In such a situation, you’ll have to communicate very clearly about the deadlines for what’s required, whether you can effectively work on a new assignment, and then figure out the priority of current assignments. I’m a checklist person. It helps me track completed tasks and adjust priorities based on urgency. So I think it’s important to figure out a system that allows you to effectively manage your time.

Another thing is being scared to ask questions. One of the most important things to learn for new associates is that if you have a question, please ask it. More importantly, please ask it early and clarify the assignment. It’s absolutely OK to ask questions and to please clarify if an explanation didn’t make sense. You need to remember that the senior attorneys can be busy so please clarify ahead so that we can help efficiently.

How would you describe the daily life of a corporate transactional lawyer?

I wish I had a very good answer for this or a smart answer, but the reality is that life is different every day. It’s not something that you know is going to be consistet, such as working at 8 AM and ending at 6 PM. There are some days that are actually very quiet and there are some days where you’re going pull a couple of all nighters.

In corporate work, we have what is known as a transactional closing, basically the finalization of a deal or trasnaction. So during closings, life can become very intense.  There will be a list of closing deliverables, action items, signature pages, emails, and more that need to be finalized, signed, and exchanged within a very short period of time. You’re just going to be buried until the closing occurs and unfortunately won’t have much of a “life”. But sometimes, you’re also going to have a couple of days where you’re not even going to see, like 4 or 5 billable hours, so “life” evens out a little bit.

It also really depends on your clients, the market and the time of the year. Sometimes over Christmas it’s a little quieter, but then the two weeks before Christmas might be really, really intense. Also, you have to take into consideration if you have foreign clients. If you have clients from Asia, it’s slower during the Lunar New Year for those clients, but you might still be working for your US-based clients as the Lunar New Year isn’t as big of a holiday.

What motivated you to pursue a career in corporate law rather than becoming a litigator?

To be honest, even when I was in law school, my hobby has always been in video games, which is why I took so many intellectual property courses because it was the most relatable subject for me. So I thought I was interested in intellectual property law and when you are a law student, you kind of tend to focus on your interest a little bit more.

When I was a 3L, I enrolled in this course called Practical Skills in Will and Trust Drafting and Administration. It’s a skills course taught by Professor Craig Judson, who’s also an alumni. That’s the first time in my law school career that I did a course that included drafting work, which is more practical rather than studying case law.  During the course, we learned to search for and use the necessary documents or templates, and to prepare them in a specific manner. This was basically my first introduction to drafting, and I realized that I actually quite liked it. And in my next semester there was a course called Nonprofit Organizations and Drafting and was also another skills course. I still remember that the very first project that we had to do was to set up a contemplated business. We had to write a memo about what kind of business structure would be the most appropriate and then we wrote the actual initial incorporation documents. So we actually had to do the actual documents that you need to set up a corporation. I realized it was pretty fun.

My personality is more suited to drafting and reading rather than being in front of people and arguing a point. It’s not to say that there aren’t confrontational moments in transactional work. You have to talk to investors, investor counsel, your clients, and your working team. But it’s slightly different. If you take a variety of classes, you start to realize what suits you and what doesn’t suit you. For example, I did 1L negotiations and I realized I was simply not very good at it. I didn’t do trial court or moot court because I personally don’t really like public speaking. I still don’t. However, I discovered all these skills courses being offered and it really helped point me in a more achievable direction. So I realized that if I had the chance, transactional work is what I would prefer to do.

For me, it wasn’t really a “I want to do corporate law” versus “I want to do litigation” type of situation. It’s more like I took certain courses and realized that some things were actually kind of fun and that I enjoyed them. So I think the most important thing is that if you find something fun, that’s really good. But if you take a popular course and you don’t like, that’s OK too. You can think about it just like a good introduction to something that is not what you would be happy doing.

Many law students go to law school with uncertainty about their preferred area of practice, while others have specific career goals in mind. Which category do you fall into, and how did you plan or make the most of your time at law school to shape your future career?

I didn’t really know what I was doing and I think that’s actually OK. I know a lot of law students who hear things about lateralling after their first year, or finding a different practice, and I think it’s actually pretty common. Some people find something that they really like to start and they’re in it for the rest of their life, so that’s good for them. And I’m sure UC Davis has a lot of courses that will help encourage you that way. But I don’t think it’s a problem if you end up not liking something or end up changing your mind.

In law school, I took most of the recommended bar courses but then for the elective courses, I didn’t focus on more bar stuff or the commonly popular courses or activities. I started taking courses that I was actually interested in. When I first started in UC Davis, there was no business law certificate and I think it was offered at the end of 2L? I wanted the business law certificate but I was also trying to pick certain classes that I was interested in. The good thing is that IP courses counted towards the certificate requirements, as did the foundational business law courses. I would highly recommend trying to take a couple of courses that you are actually interested in. I also graduated with the tax law certificate, and the reason is because I started taking Corporate Tax with Professor Shanske. It was pretty brutal and really difficult. I’m not going to lie about it, but it was actually quite fun in the end. When I think about law school, I always remember corporate tax and the will and trust drafting classes.

One of the other things is that our professors are all really nice and approachable. Sometimes they’re intimidating because they’re brilliant and you feel like you have imposter syndrome around them. But professors are out there to help you. So I really recommend going to office hours or just having a casual conversation with them. It’s really helpful!

It’s kind of implied that you must do trial court or moot court so it becomes an “expected” part of law school, but I don’t think you should force yourself to do something that you’re going to not feel good about. I think there are a lot more skills courses being offered now than during the time when I was there, so I highly recommend just trying one that’s completely different.

Law school classes are mostly based on case law, which is better suited for litigation. Could you share the classes you took that have been particularly helpful for your corporate practice?

So I’m really not trying to undermine case law here. Understanding case law is very important. Sometimes we still have to go back and look at case law to see how the courts interpreted a specific regulation. You also still need to know how to read case law when preparing a memo. But anytime someone asked me what I would recommend if they wanted to consider corporate practice, the first one is Federal Income Taxation and the second one is Corporate Tax. Please take those two classes. The reason why I’m suggesting those two classes is because in corporate and transactional law, a lot of our work is based on complying with regulations. For example, when you want to incorporate a company in Delaware, then the Delaware General Corporation Law applies. If you want to incorporate in California and the California Corporation Code applies. So these two tax classes teaches you how to read regulations, which is a really important skill. I think you need to take Federal Income Taxation first before you can take Corporate Tax, so I would at least take that.

Could you share how your law school experience has prepared you for your career, and are there any aspects you might not have done but believe would be helpful?

I’m going to expand on this with the previous question. The other classes that I remember that were helpful were Copyrights and Trademarks. Corporate law is a very broad term, and I think there’s always a misunderstanding that if you’re a corporate lawyer, you’re doing M&A because M&A is a big area of interest in law school for transactional work. But general corporate law is a lot broader than just M&A. A lot of people don’t think about, for example, setting up a company.  Many people assume the company is already established, but what if you have to set it up for a client? So how do you appoint your initial directors and officers? How do you put in money? How do you issue shares? How do you raise capital? And I would also probably recommend any course with basic accounting or finance I didn’t take it. As a corporate lawyer, you will see a lot of numbers and financial statements. So when you are doing a financing for a client, you do need to know how to read basic financials. I know many of us don’t like numbers, but it’s actually quite important. I think there used to be one, but I don’t know whether Davis still has it. I should have taken that.

When you start practicing, what is most important to learn is about how to best help your client. To be honest, I wish I took more like skills courses. I was kind of sad that I didn’t get a chance to take as many skills courses as I would prefer to.

As a corporate lawyer with experience in various areas of this practice, what do you consider the most important practical skills that law students should focus on?

The first one is a high attention to detail. If you have ever take, let’s say, Federal Income Taxation, and you look at the way the IRC is written, it’s presented in a certain manner and it uses very specific language with specific requirements. So the one thing that I always tell people is that just because it done a certain way before does not mean that it was correctly done. Your attention to details must be top notch. If a regulation specifically says three months, is it three months or 90 days? If a rule says says 90 days, is it 90 business days or is it 90 calendar days? So this is also really important for deadlines. For example, the SEC has very specific filing deadlines and disclosure requirements. When doing a compliance check, you need to be aware of the applicability of the rules and regulations.  

The other important skill is learning how to read regulations. We’re all very good at reading case law, but what if a senior attorney asks “hey, the client needs to do something and are they allowed to do it under Delaware law?”

The other one would be not being scared of looking at templates. Your practice group or the firm that you work for usually have their own templates. We also have our own writing style and preferences. When you’re looking at templates, it’s very important to understand why a specific section is needed and why it’s not. When you’re are a new associate, I think understanding why you’re including a specific section or drafting language a certain way is really important, instead of following a template because it was written this way before.

A healthy sense of curiosity is also very good but you also don’t want to come across as “not knowing anything” or not putting in any effort. It’s more about you having a process of analysis. For example, I need to appoint a director but what are the requirements for this company to appoint a director? So you need to look up the corporate records or the corporate charters to understand what the requirements are in that situation. And  time management is important. I guess that’s a practical skill, too.