Friday, April 26, 2019

The Heart of the Law: An Interview with Edward Neveril

One a professional writer and the other a lawyer, a son and father bond over a shared appreciation of words and language.  ♦ 
At first glance, it might not've seemed to writer Sean Neveril that his and his father's chosen career paths had much in common. Sean is a senior studying Professional Writing at Miami University of Ohio with interests in technical writing, while his father, Ed Neveril, is a mergers-and-acquisitions lawyer who currently works for Boeing. But while taking a class his senior year on the broad range of career paths within the fields of writing and editing, Sean began to see just how much of his father's work depends upon writing and communication . . . and, in fact, just how much the two share in terms of professional writing.

"Lawyers are forced to master the English language," the younger Neveril says, "as using it effectively is a fundamental part of the work that they do." That work can include writing opinions which are subsequently published in United States Courts records databases; writing and reviewing contracts; managing groups of lawyers whose filings have to meet critical editorial and format standards; and much more. It was a light-bulb moment for Neveril, not only in realizing how fundamentally language is at the heart of the legal profession but also in seeing just how closely his and his father's work was related, after all.

In the following interview, which took place by phone and over multiple email exchanges, the two discuss the importance of critical thinking and precision of language in both business and the legal profession and discover how much their disciplines have in common. This transcript contains both word-for-word exchanges as well as summarized sections.

So, I don’t really know what a Chief Counsel of Mergers & Acquisitions does. I know you’re a lawyer, but can you explain what you do, or at least the key aspects of what you do?

“Mergers & acquisitions” is the term we use in business to describe generally the function of buying and selling businesses or companies, and in some cases, and recently, for me, many cases, creating new ones where we [Boeing] come together with another company to create a new company that we call a joint venture. I’m the lead lawyer at Boeing for that function. My team structures the deal, negotiates the deal and documents the deal. Most of the time, you’ll hear the term “M&A” as a shorthand for mergers & acquisitions.

What do you mean by structures the deal? I understand the negotiating and documenting, but how would you go about structuring something like that?

We work with business leaders and specialists like tax experts to decide, for example, what we’re buying and how we’re buying it. For example, let’s say the head of our military aircraft division has identified a company that’s really good at making landing gear that she’d like to buy. We help her figure out whether we should buy the whole company or only a part of it. If only a part of it, what part. And once we know what we want to buy, we need to figure out the best way of doing it. Do we buy the assets out of the company or do we buy the company’s stock. An example, but you get the point.

That’s not the kind of lawyer you see on TV all the time. I mean, the first thing that comes to my mind when I think of a lawyer is one of the characters from My Cousin Vinny.

Litigators. We call trial lawyers litigators. My Cousin Vinny is actually pretty accurate as far as movie depictions of trials go. The subject matter of the trial is pure comedy of course, but the process in terms of how the lawyers conduct themselves . . . like when and how they ask questions as opposed to making the typical grandiose speeches we always see the lawyers making at trials. I just love the prosecutor in that movie.

How did you decide you wanted to be a mergers & acquisitions lawyer instead of a litigator? Did being a litigator not appeal to you?

I started off as a litigator. Law school is very slanted toward litigation. Maybe that’s because they teach you the law by having you read and analyze cases, which are the legal opinions written by judges to resolve disputes.

Why did you leave litigation?

The answer to that question is probably a bit too much for this interview, but it didn’t have anything to do with writing. Mostly, I liked the volitional aspect of negotiation more than the compulsory nature of litigation. People involved in litigation are mostly unhappy. They always feel like they’ve been forced into it. M&A is a process more about finding a way to make everyone happy, or at least happy enough.

Did you become a lawyer because of a love of writing?

Not at all. I hated writing growing up. It was my least favorite subject. I was a pure math and science guy. I was lousy at writing. Never knew what to say. I’d read sometimes what my friends would write and be amazed at how much they had to say that was interesting. I had nothing.

If you were so bad at writing, why would you decide to become a lawyer? Isn’t writing a big part of being a lawyer?

Absolutely. But legal writing came more naturally to me. In law school, we were taught how to write for litigation, which is all about persuasion through logic, and logic is the foundation of math and science. You’d get a set of facts and some laws or rules. Then you’d get some cases that showed how different judges over time applied those laws to facts that were in some ways similar to, and in some ways different from, your set of facts. The memos we’d write had to apply the law to the facts and argue why it was more logical and persuasive to focus on certain similarities or differences than others. You’d write the memo one way, and then your professor would make you turn around and write the memo coming out the other way. You had to be able to see both sides of it. Maybe that’s what pushed me to find the content for my writing. To defend your position, you had to identify and analyze every angle. A miss was an opportunity for the other side to exploit your position. Critical thinking opened up a whole new world for me as a writer.

You always get on me about not being precise enough in my writing. Did you also learn that in law school?

For sure. Law school professors would jump all over you for misuse of words. Accurately communicating your message is critical in legal writing. And it goes beyond your message. Word choice is at the heart of law. I remember my very first day of class at law school when my contracts professor wrote on the chalkboard the simple phrase “No Vehicles Allowed in the Park.” He baited all of us new students into agreeing openly that this was a very clear law. Then he started asking whether it prohibited bicycles, or skateboards, or matchbox cars, or even a painting of a car. I was totally hooked. Completely fascinated. I started thinking about every word I used or read or heard. And I’ve been doing it ever since.

How do you apply your legal writing skills in mergers & acquisitions, or how does your acquired attention to word choice influence your current work?

In a lot of ways. M&A deals are memorialized in written contracts. Writing and negotiating contracts for the massive and complex transactions that we do requires absolute mastery of the English language. Both sides come to the negotiation with a team of well-seasoned lawyers completely focused on using words to get their clients an advantage. The placement of a comma can completely change the meaning of a sentence. You have to be on your toes.

Would you say that your work as an M&A lawyer is similar to a copyeditor?

I’m not sure I know everything a copyeditor does, but I’d say yes to your question insofar as good copyeditors carefully review written work to ensure proper usage of the English language. Of course, it may depend a bit on what kind of writing the copyeditor is editing. I could see there being a big difference in how he approaches the editing of a medical text book versus a fictional murder mystery. It seems a little harder to say what’s exactly right or wrong in the latter case.

Do you think taking more English classes in college would better prepare you for being a lawyer?

I’m not sure. One of my colleagues said just the other day that she thought the most important thing you could do in college was to become well-educated in a broad sense. To learn how to be a critical thinker. To develop a thirst for learning. She didn’t think it was right to look at college like it was trade school. That resonated with me. How about you? Now that you’ve had a taste what it’s like to work at a business, how do you see your English classes helping you?

I believe my experience—my training in professional writing courses—has allowed me to more effectively communicate with others in a business environment, to form a voice that I believe represents me in the way that I would like to be presented. And from my experience as an engineering intern at an electrical construction company in Chicago, I gained insight into how a business functions, how effective communication is the most critical function of a proper business.

I wouldn’t say I disagree with what your colleague had to say about a college education, but I do believe that college English classes, especially the ones that I’ve taken through Miami, have taught me valuable information that will greatly influence my professional career.

Good points. Being a lawyer, I have to ask you about the legal writing class you took last year. I think you said you liked it a lot, but I don’t remember asking you why. Am I remembering this correctly? If so, what did you like about it so much?

Like you said earlier, legal writing has a lot to do with applying rules and other proceedings to a current issue. I would have to say that my favorite part of a legal writing class is the process of being a detective, in a sense. There was a sense of gratification I felt whenever I was able to build a case, either to prosecute or to defend someone. I was able to understand how one uses language in a legal setting to cause immediate change as well as, in some cases, influence legislation. Is this not similar to something that you have either felt in your past, or even still feel?

Sure. I think most everyone likes to feel that he or she is making a difference in the world, whether that’s in the community or the workplace.

Lawyers do that primarily through language.

  • About the Author
    Sean Neveril is a senior Professional Writing major at Miami University. He is interested in more technical writing and applying his skillets to many different career paths. Sean's ideal day would consist of waking up early, driving into the Rocky Mountains, and fly fishing until dusk. Living in Chicago, Sean believes this will remain a dream until later in life.

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