What should you ask a corporate attorney in an interview? Questions and what good answers sound like
An employer-side question bank for law firms — deal, diligence and closing questions that test real transactional experience, judgment and confidentiality probes, a practical exercise, and the questions to keep out of the room.
The questions to ask when hiring a corporate attorney are the ones that make a candidate reconstruct real transactions: a document they drafted and negotiated, a diligence issue they caught, a closing they personally kept moving.
This page is an employer-side question bank — skills, judgment and confidentiality, a short practical exercise — with what strong and weak answers sound like, plus the questions the law bars or the EEOC's guidance flags as risky.
Before the interview
Write the script before the first candidate walks in, and build it out of the duties in your corporate attorney job description — each question should verify one duty you actually need performed, not whatever comes to mind in the room.
For this role the duties are transactional: drafting and negotiating deal documents, diligence, entity and governance work, and closing mechanics.
Hire for the deal work your firm turns, and let the questions prove the candidate has done that work themselves.
If you set a practical exercise, design it to be necessary and related to the job: under the EEOC's guidance for required applicant tests, a test must be necessary and related to the job, and the employer may not exclude people of a particular protected group or people with disabilities by the way it is built.
A disabled applicant who needs an accommodation to apply for the job — a different format or extra time for the exercise, for example — is entitled to that accommodation unless it causes the firm significant difficulty or expense.
Keep the exercise on a mock file.
The FLSA defines employ to include to suffer or permit to work (29 U.S.C.
203(g)), so a candidate producing real, usable work product for the firm may be an employee owed wages; a short exercise on a disguised fact pattern is the safer design.
And run the same script with every candidate — it makes answers comparable, and it is the simplest guard against the improvised questions in the risky-questions section below.
Skills questions that reveal real corporate attorney experience
Walk me through one agreement you drafted from first draft to signature: the transaction it supported, the sections you personally wrote, and what changed in negotiation.
What to listen for: A strong answer names the document type and the deal — a purchase agreement, a credit agreement, subscription documents, an operating agreement — then separates their own sections from the team's, walks through what opposing counsel pushed back on and how it resolved, and says where the transaction ended.
A weak answer stays at supporting a range of transactions, cannot separate their contribution from the team's, or can offer client names but no work.
How do you run a contract review inside a data room — how do you decide what rises to a real issue for the deal, and what ends up in the diligence report?
What to listen for: Strong candidates describe a triage method — assignment and change-of-control provisions, exclusivity, termination and consent rights, the clauses that move price or risk — and separate deal issues from informational notes.
They write the report for whoever reads it and flag the documents that are missing from the room.
Weak candidates read everything in no order of importance, summarize instead of issuing issues, and cannot say what they would escalate and when.
Take the last closing you worked. What did you personally run — the checklist, signature pages, consents, funds flow — and what nearly slipped?
What to listen for: A strong answer shows ownership of the closing checklist, tracking conditions to satisfaction, chasing consents and approvals, keeping the closing set and the post-closing items straight — and an honest account of the near-miss, caught and flagged early.
A weak answer is one where the partner or a senior associate ran the closing and the candidate watched it happen.
What entity and governance work have you handled — formations, governance documents, board and shareholder consents, annual minutes — and how do you keep it from drifting?
What to listen for: Strong candidates treat entity maintenance as real work with real deadlines: they name the documents, describe the system they use to track them, and know why a missing consent or a stale minute book surfaces as a diligence problem later.
Candidates who describe it as clerical work they merely touched are telling you who will do that work in your firm — you.
Behavioral questions that test judgment, confidentiality and deadlines
Tell me about a deal deadline that moved on you — a signing or closing date pulled forward, or a condition satisfied late. What did you do, and what changed in how you work?
What to listen for: Strong answers flag the problem early, tell the supervising attorney before the date moves them, rework the checklist backwards from the new date, and name the control they added afterward — written confirmation of every extension, buffer built into the run-up.
Weak answers blame the other side or the client, minimize what happened, and changed nothing.
Corporate work means sitting on a client's unannounced deals. Tell me how you have protected live deal information — and what you will not share in an interview like this one.
What to listen for: Strong candidates describe concrete habits: data-room discipline, nothing about a live matter discussed outside the deal team, restraint even with industry gossip.
The red flag is a candidate who drops a former client's unannounced transaction to sound connected — they will handle yours the same way.
The right answer to what they will not share is: anything identifiable.
Describe a time you disagreed with how a supervising attorney wanted to handle a deal point or a risk allocation. What did you do?
What to listen for: Strong answers raise the disagreement privately, argue it with reasons, and then either execute the decision or escalate through a real channel when the issue touches a deadline or the client's exposure.
Weak answers went around the supervisor, said nothing until after it blew up, or recast every disagreement as the partner being wrong.
A business contact starts describing a deal, and you realize the target might be a client of your firm. What happens next?
What to listen for: Strong candidates stop the conversation where it stands, collect nothing further, and take it straight to a partner so a conflicts check runs before anyone else touches the matter.
Weak candidates keep listening to be helpful, or try to size up the conflict themselves.
In a transactional practice a new attorney's conflicts reflexes are worth more than their drafting speed.
Tell me about a time you had to give a client news it did not want — a diligence finding that changed the price conversation, a delayed timeline, a fee surprise.
What to listen for: Strong answers deliver early, in plain language, with options and the supervising attorney kept in the loop.
Weak answers sat on the problem, softened it until the client was blindsided later, or left the call to someone else.
What practical exercise should a corporate attorney candidate complete?
Set the same short exercise for every finalist: a redacted excerpt of a commercial agreement — disguised parties, no live documents — with issues planted in it, returned as a short written issues list that separates real deal problems from notes.
What to listen for: A strong issues list leads with the items that change economics or risk, distinguishes what the document says from what is missing, and says what they would ask the client before taking a position.
It resists rewriting the whole document.
A weak one summarizes the document back to you or flags everything at equal weight — diligence is the job of deciding what matters.
Add a mock diligence packet: a contract excerpt, a board consent, an entity chart — with something quietly wrong in it. Ask what they would need before this deal signs.
What to listen for: Strong candidates notice the approval that is not there or the signing entity that does not match the contract parties, and answer with the document requests they would send, kept short enough to act on.
Weak candidates describe the documents you handed them and ask for nothing.
Close with a live-closing problem: a counterparty pushing to sign this week, a condition still open, and several deliverables in flight. What moves first, and what goes to a partner immediately?
What to listen for: Strong candidates separate the conditions that control closing from internal to-do items, ask what is actually hard about the date, and escalate early rather than silently reordering the list.
Weak candidates order the pile by personal preference and raise nothing.
Which questions are illegal or risky to ask a corporate attorney candidate?
The questions that create risk are better understood as risky than as flatly illegal.
Under the EEOC's guidance, federal law does not clearly forbid every pre-employment question that touches race, sex, national origin, religion or age; those inquiries can instead be used as evidence of an employer's intent to discriminate unless the question can be justified by a business purpose, and the guidance is to keep pre-employment questions limited to what is essential to deciding whether a person is qualified.
Firm size changes federal coverage: Title VII, the ADA and GINA cover private employers with 15 or more employees who worked at least 20 calendar weeks in the current or prior year, and the ADEA covers private employers with 20 or more employees on the same weeks-worked condition.
The statutes named below are examples our research verified; other states and cities have their own rules on salary history, and some have their own rules on criminal history, so confirm what applies where you hire with employment counsel.
- How old are you? When did you graduate, or when did you sit for the bar? — Age is on the EEOC's list of information irrelevant to deciding whether a person is qualified, and a graduation year mostly serves to date people. If seniority matters for the level you are hiring, ask how long they have practiced instead.
- Are you married? Do you have children — or plan to? — Marital status and number of children are among the inquiry topics the EEOC publishes separate guidance on. If the concern is availability, describe the schedule the role actually keeps and let the candidate respond to that.
- What religion are you, or where do you worship? — Religious affiliation is both on the EEOC's irrelevant-to-qualification list and the subject of its own inquiry guidance. If the concern is schedule fit, describe the actual schedule and let the candidate respond to that.
- Where are you from — where were you born? Is English your first language? — National origin is on the EEOC's list of information irrelevant to deciding whether a person is qualified, and citizenship is the subject of its own inquiry guidance. If a client base requires a language, ask about the language skills the role needs, not where the candidate is from.
- Are you between jobs? Why did you leave your last firm? — Unemployed status is one of the inquiry topics the EEOC publishes separate guidance on. The reason they are looking for a move is a fair question; a gap itself is not an answer to hold against them.
- Do you have any health conditions, disabilities, or past injuries? What medications are you on? — Under the FTC and EEOC's background-check guidance, medical questions should wait until a conditional job offer is in hand. If a disabled applicant needs an accommodation to apply for the job — extra time, or a different format for the written exercise — provide it unless it causes the firm significant difficulty or expense.
- Have you ever been arrested or convicted of anything? — Where this question may be asked is date-and-place specific. California bars employers with five or more employees from including conviction-history questions on an application, or otherwise asking about or considering conviction history, until after a conditional offer; New York City's Fair Chance Act has made it unlawful for most employers to ask about or consider applicants' criminal history before a conditional offer since October 27, 2015; Illinois bars covered employers from asking until the candidate has been found qualified and notified they are selected for an interview or, with no interview, until after a conditional offer. Beyond the statutes, the FTC and EEOC warn that criminal-record exclusions which significantly disadvantage a protected group and do not predict job performance can be unlawful disparate impact.
- What are you making now? What did you make at your last firm? — Salary history is barred by statute in California, New York, Illinois, Massachusetts and Connecticut — among the rules our research verified — and the details differ. California bars all employers, any size, from seeking an applicant's salary history including benefits, and from relying on it when deciding whether to hire or what to pay; asking about salary expectations instead is expressly permitted, and history the candidate volunteers unprompted may be considered. New York bars relying on wage or salary history and requesting it as a condition of being interviewed, considered, hired or promoted, or seeking it from a current or former employer; there you may confirm prior pay only after an offer with compensation is made, and only when the candidate cites it to support a higher number. Illinois makes it unlawful to screen applicants by salary history, to request it as a condition of an interview or offer, or to seek it from a current or former employer. Massachusetts bars seeking it from the candidate or a current or former employer, and allows confirmation only after voluntary disclosure or once an offer with compensation has been made. Connecticut bars asking about a prospective employee's wage and salary history unless the applicant volunteers it. Nevada's law also bans seeking salary history.
- Financial questions — about debts, garnishments, credit history or a past bankruptcy — fall under the financial-information topic the EEOC publishes separate guidance on, and the guidance overall is to keep the pre-employment process to what is essential for deciding whether a person is qualified.
After the interview
Score every candidate against the same rubric, immediately after each interview, while the answers are fresh.
The rubric is the job description you wrote, not the candidate you liked: drafting ownership, diligence judgment, closing mechanics, deadline controls, confidentiality instincts, conflicts reflexes, and the exercise.
One line per area beats a page of impressions.
Across the bank, strong answers share a shape: a specific transaction, the candidate's own role in it, what went sideways, and what they changed afterward.
Weak answers share a shape too: generalities, credit-shifting, work they cannot describe in detail, and no system that ever improved.
When finalists run close, weight the practical exercise and the deadline and confidentiality answers over polish — interviewing well and running a closing carefully are different skills.
Then flip the room: the questions a candidate asks you are evidence too.
Questions about the transactions they would touch, who supervises, how work is assigned and reviewed, how the firm runs conflicts, and what success looks like in year one signal someone thinking about the job you actually need done.
Expect pay questions, and answer them plainly: in California, an applicant can request the pay scale for the position on reasonable request, whatever the firm's size, and in Nevada an employer must give the wage or salary range to an applicant who has completed an interview.
Know your range before the interview rather than deciding on the spot.
The rules do not loosen once you have picked someone: medical questions should still wait until a conditional offer is in hand, under the FTC and EEOC's background-check guidance.
In California, a firm that plans to deny a hire over conviction history must make an individualized assessment, notify the applicant in writing, and give at least five business days to respond before a final decision.
If you order a background report from a screening company, the FCRA requires a stand-alone written disclosure — not inside the application — and the candidate's written authorization first, and before you decline based on the report, a copy of the report and the summary of rights; under the FTC and EEOC's federal guidance, asking about a candidate's background is generally not illegal outside medical and genetic information restrictions, but the state and city rules in the risky-questions section above still apply.
A lateral corporate hire also carries conflicts: under the ABA Model Rules, Rule 1.10(a) imputes a conflict under Rules 1.7 or 1.9 of any one lawyer to every lawyer in the firm unless an exception applies, and Rule 1.10(a)(2) keeps a lateral's former-client conflict from being imputed when the lawyer is timely screened and is apportioned no part of that matter's fee, written notice is promptly given to the affected former client, and the screened lawyer and a partner provide certifications of compliance to the former client — states differ on whether they allow screening without the former client's consent, so confirm your state's version of Rule 1.10 with your state bar's ethics counsel.
From here, finish the checks you started — references, and bar status with the authority that admitted the candidate — and send the offer.
For the whole sequence from posting to offer, our guide to how to hire a corporate attorney puts this interview in order.
This page is employer information, not legal advice; hiring and interview rules are federal, state and local, and they change — confirm your interview script and offer process with employment counsel, and ethics and screening questions with your state bar's ethics counsel.
More hiring resources
Hiring a corporate attorney?
Post the role with the deal work, the level and the pay range you will actually hold the hire to — the candidates who answer an honest posting are the ones this question bank is built to test.