The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Sarah Travis, Senior Counsel—International Capital Markets – General Securities
Sarah is senior counsel in the International Capital Markets group in Allen & Overy’s New York office, concentrating on public and private securities offerings, such as registered equity offerings—including IPOs—and convertible and high-yield bond offerings. She also works on restructuring transactions and business acquisitions—including exchange offers and public mergers. Her practice includes acquisition financing transactions, exchange offers, debt tender offers, consent solicitations, and other capital markets transactions in a wide variety of industries in the United States, Europe, and elsewhere. Sarah also assists clients in the filing and maintenance of shelf registration statements, including universal shelf registrations, and counsels clients on corporate governance and advisory matters as well as ongoing disclosure and compliance.
Sarah graduated from the University of Michigan, Ann Arbor and Cornell Law School.
Describe your practice area and what it entails.
My practice area is transactional capital markets, specifically focused on U.S. SEC-registered and unregistered equity and debt offerings and other capital-raising transactions, corporate governance and board advisory, and ongoing U.S. and foreign private-issuer public-company representation. On a day-to-day basis, this involves significant interaction with a wide range of clients and other parties—private equity sponsors, public-company senior-management teams and board members, investment bankers, financial advisors, and SEC staff.
What types of clients do you represent?
We represent private equity sponsors and their portfolio companies, U.S. public companies, investment banks, and other entities involved in strategic acquisitions and capital-raising transactions.
What types of cases/deals do you work on?
We often represent private equity sponsors and/or their U.S. public portfolio companies in connection with capital-raising and strategic M&A transactions. This includes SEC-registered, public M&A transactions, registered and unregistered equity (common stock, preferred stock, or warrants), and debt (high-yield, investment-grade, or convertible bonds) offerings and ongoing public company Exchange Act reporting.
How did you choose this practice area?
I discovered it “by accident.” I started working in the fall of 2009, when much of the corporate transactional work being done in large law firms was bankruptcy and restructuring related. I sat in the M&A group of my law firm and thought I wanted to be an M&A lawyer. After working on several large, high-profile restructuring transactions that involved U.S. public companies and their private equity and hedge fund creditors, I discovered “capital markets” and was drawn to the combination of corporate transactional and rules-based securities work in the practice. Having to learn and abide by the rules and requirements of a regulatory body (the SEC) while being involved in a dynamic transactional practice appealed to me.
What is a typical day like and/or what are some common tasks you perform?
My practice is a combination of transaction-based work and ongoing reporting/advisory work, so my day to day can vary significantly. I find myself on the phone with the general counsels of my public company clients virtually every day, advising them on any number of items. On the transactional side, things can be extremely busy or not as busy, based on the ebb and flow of any specific transaction or the impact of the larger market on the timing/pace of a deal. The SEC reporting and advisory work is a great counterpoint to the unpredictability of the transactional side—I always know when my clients’ 10-Ks or proxy statements are due and what will be involved in helping them to prepare. I’ve never been someone who wanted a nine-to-five job. I would get bored, so the dynamism of this job is perfect for me.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
My practice involves a lot of work with accountants, investment bankers, and other financial-industry participants, including the finance and treasury teams at public companies. These people tend to think about things in a different way than lawyers do. Being cognizant of this and having some exposure to reading and reviewing financial statements and the notes to the statements are great assets. This does not mean you need a significant financial background—more just an awareness that there will be “numbers” in your practice!
What is the most challenging aspect of practicing in this area?
The “jargon.” In U.S. securities work, there are a lot of words, forms, rules, and other seemingly esoteric references that can be intimidating to junior attorneys. There can be a steep learning curve for this jargon, and it can take time for junior attorneys to feel that they are really “mastering” the terminology of the practice. That said, there is undoubtedly a “lightbulb” moment for junior associates, usually after they’ve done their first few transactions, where all of that jargon starts to coalesce into something they can relate to and understand. You start to see how the pieces fit together. This is one of the best moments as a junior associate in the practice. You get that “I’m a real lawyer” feeling!
What do you like best about your practice area?
My practice is a combination of law and business advisory work. Especially with private equity sponsors and their portfolio companies, we get the opportunity to really get to know the businesses and the management teams and learn a lot about what makes each business “tick.” Learning about all different types of businesses and industries and navigating the personalities and complexities of each one is a daily challenge. I think it keeps us on our toes and makes things fun and interesting!
What is unique about your practice area at your firm?
Given A&O’s global reach, we have exposure to and experience with a wide range of clients from across virtually all jurisdictions. There is a unique challenge to advising non-U.S. clients on the intricacies of U.S. securities law, so our platform enhances the challenge and fun of the practice. Also, because we are a global firm but still growing in New York, our practice’s scope and breadth is wider than in many New York firms. We do not have “silos” within the general securities portion of the ICM group, so our attorneys are exposed to a wide range of work from the very beginning.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior associates are valued members of our transaction teams. We do not believe in separating out tasks solely for junior lawyers. All of the attorneys on our teams do substantive work on all matters, and virtually all have direct client-facing interactions. The junior associates that work with me do a lot of interfacing with the general counsels and senior management of our public-company clients.