The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Sophia Hudson, Partner—Corporate
Sophia Hudson is a partner in Davis Polk’s Corporate Department, practicing in the Capital Markets Group. She advises U.S. and non-U.S. issuers and underwriters on the full range of capital markets transactions, and she also advises corporate clients on governance, corporate, and securities law matters.
Law360 named Sophia a 2016 Rising Star in Life Sciences. She also was selected by the Partnership for New York City for the 2016-2017 class of David Rockefeller Fellows. Fellows participate in a year-long business and civic leadership program, through which they have the opportunity to learn firsthand how New York City is run from top leaders in the private, public, and nonprofit sectors.
Sophia received her B.A., with honors, from Princeton University and her J.D., magna cum laude, from the University of Michigan Law School. She joined Davis Polk in 2006 and was elected partner in 2014.
Please provide an overview of what, substantively, your practice area entails.
I represent both issuers and underwriters in a variety of capital markets transactions, including initial public offerings (IPOs) and follow-on equity offerings, public and private high yield, investment-grade and convertible debt offerings, and private placements of equity, debt and convertible securities for early-stage companies.
What types of clients do you represent?
My clients include companies organized and operating both in the United States and in Europe. They operate in a range of industries, including biotech, specialty pharmaceuticals, consumer products, financials, industrials, mining, retail, and tech. I advise them not only on capital markets transactions and day-to-day securities law compliance, but also on corporate governance matters, such as how the board of directors should interact with activist shareholders. I also have financial institution clients. Most frequently I represent them as underwriters of capital markets transactions, but I also advise them on compliance with the securities laws that are particular to investment banks.
What types of deals and/or cases do you work on?
I primarily work on transactions through which companies raise money through selling their equity or debt securities in the public market. IPOs are the highest profile transactions on which I work. They are exciting because they are often transformative for a company. But I enjoy working on a wide variety of transactions in addition to IPOs. Currently I am working on several deals for distressed companies who are exploring ways to restructure their balance sheet. These companies often face tough negotiations with their creditors, and we have to think creatively to find compromises.
How did you decide to practice in your area?
In law school I knew that I wanted to practice transactional law and took as many corporate law classes as I could. As a summer associate, I sought the opportunity to spend one month in Davis Polk’s London office because I was interested in potentially working there after law school. While there, I was tapped to work on an IPO, and I became hooked on Capital Markets. I loved—and still love—learning about companies and industries, as well as the collaborative drafting process. As I have gained seniority through the years, I have enjoyed the deep and long-standing client relationships that I have developed and find satisfaction in providing my clients with sophisticated advice.
What is a typical day or week like in your practice area?
In a typical week, I may have several drafting sessions, where the company, underwriter, and legal counsels meet in person or by phone to discuss and revise disclosure documents. I also participate in various diligence calls to better understand a company by asking questions about its financial statements, intellectual property, legal and regulatory matters, and other topics. I meet internally with my deal teams to discuss our projects and plan next steps. And I field numerous calls from clients on various topics, ranging from a simple disclosure question to the fact that they have just received an unsolicited takeover offer!
What is the best thing about your practice area?
There is no time to be bored. Transactions are fast-paced and keep you on your toes, and I am always working on several transactions at once. I also enjoy working with many different people—both clients and other lawyers.
What is the most challenging aspect of your practice area?
I work closely with senior executives at many of my clients. These executives have to make decisions that are very important for their business and that must be informed by legal advice. Often there is not a black-and-white answer to a question I receive from a client, and I have to inform my clients enough about the substance of the relevant legal issue so that they understand the extent to which a judgment call is involved. Calibrating this type of advice across many different clients is a constant challenge.
What training, classes, experience, or skills development would you recommend to someone hoping to enter your practice area?
The critical reasoning and legal writing skills developed in law school are essential to my practice. In addition, I feel that the students who have taken corporations, securities regulation and a basic accounting class are best positioned to excel from day one. It also helps to read The Wall Street Journal and The New York Times’ DealBook to have a sense of what is going on in the financial markets.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
I think some people think corporate law is boring because of all the documentation involved. While I do work with documents all day long, I actually am more focused on the tremendous amount of contact that I have with people every day—both inside and outside the firm. I deeply enjoy constantly interacting with people from different countries, industries and backgrounds through negotiations, drafting sessions and strategizing about how we will execute a transaction.
What is unique about your practice area at your firm?
Davis Polk’s Capital Markets practice is the very best in the world. We have the opportunity to work with leading international companies and all of the major financial institutions on cutting-edge transactions. I’m fortunate to work with an extremely talented group of lawyers, from our first-year associates to our most senior partners. As one of only a few truly lockstep firms, Davis Polk’s culture ensures equal opportunities for all of our lawyers. Each of us has the chance to work on novel and sophisticated matters in an environment that is collaborative, collegial, and supportive. It allows us to cultivate and draw upon the experience of all of our lawyers.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I am married and have three children under the age of seven, and when I am not in the office, I spend all of my time with my family. I love walking my children to school and running into their friends and families on the way. On the weekends, we spend a lot of time together cooking, playing outside and building indoor forts. I also try to fit in the occasional tennis game and dinner out with my husband.