The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
William J. Tuttle—Partner, Capital Markets
William J. Tuttle focuses his practice on capital markets and general corporate matters, including the representation of issuers and investment banks in public and private securities transactions and companies in their formation and strategic mergers and acquisitions. Mr. Tuttle regularly represents issuers and underwriters in the formation of, and securities offerings by, business development companies, closed-end funds and other vehicles. He also represents investment advisers on the structuring and formation of their businesses and in the development of new investment funds, particularly leveraged loan funds.
In 2017, Mr. Tuttle was named among the Best LGBT Lawyers Under 40 by the National LGBT Bar Association, an affiliate of the American Bar Association. He was previously recognized for his work in the capital markets: equity and high-yield offerings areas by legal directory The Legal 500 (U.S.), where he was also regarded as a “BDC expert.” In addition, Mr. Tuttle was named in 2008 to Legal Bisnow’s “30 Under 30: Rising Legal Stars.” Mr. Tuttle was recognized in 2016, 2017 and 2018 as a Rising Star for capital markets: debt and equity in the IFLR1000.
Please provide an overview of what, substantively, your practice area entails.
My practice primarily involves advising issuers and underwriters on different types of securities offerings and advising issuer clients on ongoing matters, including periodic reports and general corporate governance matters. Our team drafts, reviews and comments on disclosure, drafts and negotiates contracts, attends board meetings and researches client inquiries related to the federal securities laws, state corporate law and stock exchange listing rules.
What types of clients do you represent?
I primarily represent business development companies and other closed-end funds, asset managers and, to a lesser extent, private funds. My clients include PennantPark Investment Advisers, LLC (and the two business development companies it advises), Golub Capital BDC, Inc. and Garrison Capital Inc. I have also served as underwriters’ counsel in a number of offerings completed by business development companies and other closed-end funds.
What types of cases/deals do you work on?
My capital markets practice is focused on public and private offerings of securities offerings. This includes initial public offerings, follow-on offerings of equity securities (often through takedowns from shelf registration statements), offerings of preferred equity and debt securities (also through shelf takedowns), sales of securities by selling stockholders, listing of securities on stock exchanges, tender offers, private placements of securities to institutional investors and investors outside the United States and exchange offers, among other types of transactions. I also counsel clients on ongoing corporate matters, such as reporting requirements under the federal securities laws, compliance with stock exchange requirements and preparation of board materials. Right now, I am spending much of my time on a challenging cross-border transaction in which our client is listing its equity securities on a securities exchange outside the United States and simultaneously undertaking a public offering of debt securities in that same country.
How did you decide to practice in your area?
Entering law school, I knew that I wanted a transactional-focused practice and as a summer associate, I tried work in several groups. I enjoyed the pace of capital markets transactions, including the ability to work on a number of transactions for different clients each day, as well as the opportunity that the practice presents to learn about companies in a number of different industries. In addition, I found a great mentor in the capital markets group, which is very important.
What is a typical day or week like in your practice area?
I work on a variety of projects each week, including drafting and revising disclosure documents (registration statements, periodic reports, proxy statements, etc.), drafting and negotiating transaction documentation (underwriting agreements, indentures, etc.), preparing for and attending board meetings, researching and responding to client inquiries and, to a lesser extent, drafting and revising memoranda analyzing complex legal issues.
What is the best thing about your practice area?
I enjoy working with new issuer clients to learn about their businesses and draft disclosure that provides the market with insight as to how management views the business. In the context of an initial public offering, this process often entails a number of drafting sessions beginning with senior management of the issuer and ending with sessions that also include representatives of the underwriters and their counsel. These sessions are followed by the legal team reworking the disclosures to reflect the group’s collective input while simultaneously anticipating (and addressing) questions that we expect the Staff of the Securities and Exchange Commission to raise as part of its review process.
What is the most challenging aspect of your practice area?
The most challenging aspect of my practice area is working with clients to develop new transaction structures, which often involves multi-disciplinary practice groups working together creatively to analyze and address potential regulatory complications and then working with the Staff of the Securities and Exchange Commission through its review process.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In terms of law school classes, I think that Corporations or Business Associations and Securities Laws are the most important classes to complete. Bankruptcy is also helpful as it can help students to understand the basics of what happens when a client’s business takes a meaningful, non-temporary turn for the worse. Finally, I recommend a couple of basic finance and accounting courses; although we do not prepare financial statements, it is helpful to understand directionally how numbers flow through the financial statements and to draft formulas for how distributions or anti-dilution protection might work.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
I think there can be a misconception that our transactions are somewhat formulaic with little variation from transaction to transaction or over time. I have instead encountered a practice that is constantly evolving, particularly as new transaction structures are developed and implemented.
I wish I had known about the tremendous opportunities that a capital markets practice offers to learn about a client’s business, including at the very junior levels. For example, in my first year (and as part of our due diligence on a transaction in which I was representing the underwriters), I went on a three-day, four-country tour of the issuer’s principal factories and a facility that the issuer was acquiring.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
It is a very interdisciplinary practice; I work with colleagues in our financial services, finance and real estate and tax groups on a nearly daily basis. Since joining the firm in 2006, our team has participated in an increasing number of transactions involving business development companies, which has created opportunities to expand our team and develop a deeper understanding of the issues confronting our clients.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I enjoy group fitness classes (SoulCycle and Barry’s Bootcamp, in particular), spending time at the beach, travel and trying new restaurants. I have found that it is important to build time for non-work activities, including regular vacations, into my schedule whether it is waking up early to go to the gym or putting dinner with friends on my calendar several days in advance. Taking time for myself and for family and friends provides a necessary relief from the stress of day-to-day private practice and allows me to return to the office more energized and focused.