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2021 DIVERSITY DATABASE PREMIUM SPONSOR Cleary Gottlieb Steen & Hamilton LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Jeffrey D. Karpf, Partner—Securities/Capital Markets

Jeffrey D. Karpf’s practice focuses on corporate and financial transactions and matters. He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. He also has extensive experience in the development of new financial instruments and structured equity derivatives products. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. Jeff joined the firm in 1994 and became a partner in 2003.

Please provide an overview of what, substantively, your practice area entails.

My practice is broader than the term Capital Markets might suggest. I do my fair share of IPOs and debt offerings, but I also do a wide variety of board advisory and governance work, and I consult broadly on corporate matters, including on M&A, finance, and restructuring. In fact, most of my work runs across multiple practice areas, and even multiple Cleary offices around the world, which is part of what makes it such an enjoyable challenge.

What types of clients do you represent?

I represent a variety of clients across different industries. I have spent a significant portion of my career advising large financial institution clients on both their own securities offerings and governance matters, as well as when they act as underwriters of large stock and bond offerings. For more than 20 years I have done significant amounts of work for Citigroup, while at the same time, I have done work for companies in the technology space (Alphabet/Google, LINE), in telecommunications (Verizon), in pharmaceuticals (Allergan, Bausch & Lomb, Biomet), and in petroleum shipping (Overseas Shipholding Group). Working on corporate matters for such a broad range of clients allows me to keep learning about different industries and businesses and have a clear sense of what makes them tick.

What types of cases and/or deals do you work on?

Although my specialty is in the area of capital markets offerings, I work in a number of substantive areas. Of course, I have done my fair share of IPOs. I represented JCrew on its IPO, and more recently worked on the IPO of the Asian instant messaging business LINE. I have also represented the underwriting banks on many large IPOs, including Travelers Property Casualty. In the area of financial institutions, I spent a lot of time during the financial crisis and afterward advising companies on TARP and the sale by the U.S. Treasury of their interests in Citigroup and AIG, including the so-called re-IPO of AIG, as well as on litigation and enforcement matters. More recently, I have advised Allergan on the significant acquisitions and dispositions to create the current company, and on the related tens of millions of dollars of equity and debt financing that accompanied those transactions. I also advised on the corporate aspects of a large bankruptcy and the ultimate split of the company into two pieces via a spin-off after it emerged from bankruptcy.

How did you decide to practice in your area?

I knew even when I entered law school that I wanted to be a business counselor. I always liked business issues, and I felt I could contribute a practical approach to business law. In law school, I really liked my securities law class (thank you, Professor Grundfest!), and by the time I started at Cleary I was hooked. Being at Cleary, of course, we don’t have rigidly defined practice areas within the corporate practice, so as an associate I did an equally broad variety of work as I do now as a partner. Over time, I started to focus more and more on capital markets work, and that ended up being my main area of practice. I didn’t fully realize I’d chosen this focus until I was a fourth-year associate, though, since I was never pressured to specialize too much.

What is a typical day or week like in your practice area?

While there is never quite a “typical” day, on most days I spend my time speaking with clients, meeting with my team members at Cleary, and reviewing documents and analyzing problems. Cleary’s culture puts a premium on client service, so I spend a lot of time meeting with and speaking with clients, trying to help them solve complicated problems for which there are rarely black-and-white solutions. That requires me to speak with clients at length and then spend some time thinking through the issues and often consulting with others internally before getting back to the client. When I’m working on securities offerings, especially IPOs, I try to travel to the company’s location and meet personally with management, discussing how the business operates, what drives their financial results, and what are the strengths of the company and the risks for the company going forward. I also spend a lot of time on most days meeting with the associate teams working with me for various clients, analyzing the specific issues at hand and discussing potential solutions.

What is the best thing about your practice area?

There are a number of “best things”! First, I love that there is a regulatory framework that allows me to come up with creative solutions for clients that still fit within the rules. As I mentioned earlier, clients rarely call with the easy questions—they can answer those on their own. They come to Cleary and to me because they are looking for creativity and dependable judgment—thoughtful ways of interpreting the rules that also create low legal risk. I love being the person who has to come up with those solutions. Second, I get to learn about a variety of industries and how different businesspeople approach managing the strategy and risks of various industries and companies. There is not a day that goes by for me that doesn’t present an opportunity to learn something new about a business sector or a specific company. Third, I get to work on a lot of high-profile matters that provide the opportunity to read about them in The Wall Street Journal and Financial Times, a capstone that makes the work even more exciting.

What is the most challenging aspect of your practice area?

The most challenging aspect of my practice area is the desire for certainty on questions for which there is typically no clear-cut or perfect answer. Being a lawyer is a client service business, and clients call us because they want answers. The hardest part of my role is telling a client they cannot do something that they really want to do. And sometimes it is particularly challenging to explain that although they cannot do something exactly the way they want to, they can do it a different way that likely works but it is not risk-free. It takes time to develop the nuanced judgment to be able to explain the risks to a client in a complete yet succinct manner. That is always a challenge, but at the same time this type of client service is what makes my job so rewarding, in that the outcomes will build client confidence and loyalty.

What training, classes, experience, or skills development would you recommend to someone hoping to enter your practice area?

I don’t think you need to have specific training to be a corporate lawyer. That said, there are definitely a couple of classes I would recommend that every aspiring corporate lawyer take and a couple of skills to work on: taking an accounting class in law school is extremely useful, as a lot of what we advise on relates to financial matters and disclosure, and having some accounting knowledge is very helpful. I would also recommend taking at least the basic tax class, as tax drives a lot in transactions, so it is important to understand the basics. In the skills department, being a lawyer means being an advisor first. Lawyers need to be able to think about complicated questions, but the client service is driven home when you speak and present yourself in a manner that clients will understand. Developing confident public speaking skills is more important than many aspiring lawyers might think, and training in this area will pay dividends even in one-on-one conversations with clients.

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

Many think that being a corporate lawyer means having your head buried in mountains of paper (or a computer screen) all day and night. And to be fair, corporate lawyers do have to read a lot of documents. At the same time, so much time, even for young associates, is spent in meetings with clients and other lawyers at the firm, working together through problems and bouncing ideas off each other. I knew before I came to Cleary that it was a consultative and collegial firm, but I did not appreciate the extent to which lawyers here operate as a team, and there is a lot of satisfaction in knowing that you contribute to addressing client problems and achieving their goals in a collaborative team environment.

What is unique about your practice area at your firm?

The unique aspect of my practice at Cleary is the ability to work in so many different substantive areas even though my greatest depth of experience is in the area of capital markets. At most firms I would not be allowed to have such a broad practice, but Cleary’s structure and lockstep compensation system allow lawyers to avoid working in silos. That is increasingly unusual in today’s legal market, where there has been more and more pressure to specialize in order to demonstrate to clients that you have value to add. At Cleary we value broad-based lawyers who can bring different experiences to bear in analyzing complex problems. That kind of broad thinking encourages creativity. So while we have more formally organized practice groups today, and our lawyers are probably more specialized than they were when I started at the firm 24 years ago, we still value broad-based lawyers and encourage them to work in multiple practice areas to an extent unmatched elsewhere.

What activities do you enjoy when you are not in the office, and how do you make time for them?

I’m a weather nut—I always have been. One of the benefits of sitting in an office with lots of windows high above Manhattan is I get to see the weather developing before my eyes. I have visited the National Hurricane Center in Miami twice, and next summer I am taking the vacation of a lifetime—a week-long trip chasing tornadoes through the Great Plains!