Corporate Solicitor Interview Questions UK: 8 Real Questions and What Interviewers Want

Most Corporate Solicitor interviews in the UK follow a pattern, and knowing it beats guessing. Below are eight questions from our bank of 16, each with a note on what the interviewer is really after.

Eight Corporate Solicitor interview questions, and what the interviewer is thinking

1. What is the difference between a share purchase and an asset purchase, and when would you recommend each?

Why they ask: The most fundamental structuring question in M&A.

2. What would you expect to see in a share purchase agreement, and which clauses are typically most heavily negotiated?

Why they ask: Tests command of the main transaction document.

3. How does legal due diligence work on a corporate acquisition and what are the main areas you would review?

Why they ask: A routine core task for junior and mid-level corporate lawyers.

4. Explain the difference between a locked box mechanism and completion accounts.

Why they ask: Pricing mechanisms are a key negotiation point in deals.

5. What are the National Security and Investment Act 2021 regime's main requirements and how do they affect deals?

Why they ask: Regulatory timing and compliance risk in modern M&A.

6. During due diligence you find that the target's largest customer contract can be terminated on a change of control. What do you do?

Why they ask: Tests judgement on how to handle commercially significant findings.

7. Tell me about a time you led a due diligence exercise or supervised others on one.

Why they ask: Shows ability to organise and quality-control a core corporate workstream.

8. Why do you want to be a corporate solicitor?

Why they ask: Tests genuine understanding of why you want to do deals.

A sample answer to question 1

What is the difference between a share purchase and an asset purchase, and when would you recommend each?

In a share purchase, the buyer acquires the company itself, with all its assets, contracts, employees and historic liabilities, so the transaction is simpler to document and contracts generally stay in place unless there are change of control clauses. The seller usually prefers it because it is a clean exit and gains are taxed at shareholder level. The buyer takes on the risk of unknown liabilities, so relies on due diligence, warranties, indemnities and sometimes W&I insurance. In an asset purchase, the buyer selects the assets and liabilities it wants, which is attractive where the target has uncertain liabilities or the buyer wants only a division. However, it is more complex because contracts need novating or assigning, employees transfer under TUPE, property needs separate transfers and consents, and there may be VAT and SDLT issues. Stamp duty at 0.5% applies to share purchases, while land transactions attract SDLT. I would weigh up tax, risk and practicality with the client.

Common mistake to avoid: Ignoring tax and TUPE; assuming one structure is always better

Want the rest?

Full model answers, key points and common mistakes for all 16 questions are on the Corporate Solicitor interview questions page. The first five are free, no sign-up needed.