The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Carmen Halford, Associate—Global Transactions
Carmen Halford is a global transactions associate in the New York office of Freshfields Bruckhaus Deringer who focuses her practice on finance transactions and bankruptcy. Carmen represents private equity firms, debt providers, and government agencies on matters relating to domestic and international acquisition financings, project and infrastructure financings, and other types of complex financing transactions. She also advises debtors in bankruptcy proceedings.
Some of Carmen’s deals include representing an export credit agency in its senior secured financing of the development of a geothermal plant in Central America, acting for OPIC in its development financing of a telecom network in Myanmar, representing the sponsor in a first-lien-second-lien acquisition financing of a California-based company in the food industry, and representing Italian airline Alitalia in its Chapter 15 petition in U.S. Bankruptcy Court.
Carmen has a J.D. from Harvard Law School. Prior to joining Freshfields, she worked in the media industry in China.
Describe your practice area and what it entails.
My practice entails project financings, leveraged financings, and occasionally structured finance products. I also do bankruptcy work and have particular experience with Chapter 15 (this is the chapter of the bankruptcy code devoted to ancillary U.S. proceedings for debtors engaged in their main bankruptcy proceeding overseas).
What types of clients do you represent?
I represent government export credit agencies, such as OPI C; private equity funds in acquisition financings and refinancings; public companies as borrowers; and banks—among other lenders—in a variety of transactions. In bankruptcy work, I have represented both debtors filing for bankruptcy and creditors pursuing claims.
What types of cases/deals do you work on?
Some of my recent deals include representing an export credit agency in its senior secured financing of the development of a geothermal plant in Central America, representing the sponsor in a first-lien-second-lien acquisition financing of a California-based company in the food industry, acting for OPI C in its financing of a telecommunications network in Myanmar, and representing Italian airline Alitalia in its Chapter 15 petition.
How did you choose this practice area?
As a summer associate, I worked on project financing transactions and was fascinated by the complex international issues of having long-term investments in developing markets and the industry-specific knowledge of the partners at the firm that plays into how parties allocate risks.
What is a typical day like and/or what are some common tasks you perform?
As a third-year associate, my typical week includes drafting and revising key financing documents (such as credit and security agreements), as well as ancillary documents (e.g., direct agreements with third parties, corporate resolutions, organizational documents); participating in client calls that are both issue-specific and broader, high-level deal updates; supervising first-year and second-year associates and paralegals; working with local counsel on non-New-York-law-governed items; and negotiating with counterparties over the phone and email.
As an international firm, we have many foreign offices that are also leading financing transactions. As a junior associate, I have many opportunities to take the lead on the U.S. aspects of overseas-based transactions. For example, recently I worked on a refinancing for a French borrower led out of our Paris office. The company had U.S. subsidiaries, so we took care of the New-York-law-governed components of the deal. This is great work because you get the chance to be the U.S. expert on a team of foreign lawyers, which sharpens your understanding of the U.S. system.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
A class on secured transactions is helpful (though certainly not necessary). Also if you have the chance to study Spanish or Portuguese, I would recommend that as well because a great deal of Latin American work at major firms is handled out of U.S. offices.
What is the most challenging aspect of your practice area?
The most challenging aspect is that as an international firm that focuses on the high end of the market, the transactions we work on are often very bespoke and require analysis of complex legal and business issues. Often there is no clear right answer, so you need to make judgment calls, which can be stressful.
What do you like best about your practice area?
The best thing is the cross-border nature of the work; I love liaising with colleagues and clients in foreign offices and sorting through the different legal regimes to find the best solutions for our clients. It’s also very interesting to learn about confidential developments in political situations overseas before a story breaks in the news.
What misconceptions exist about your practice area?
A major misconception is that you need to have a finance background to practice finance law. Our work is legal, and your background in law school is absolutely sufficient to prepare you for finance practice. Industry-specific knowledge is, of course, helpful, but it’s something that you will pick up as you go. And since our clients are not all banks, industry-specific knowledge in non-finance sectors is also really helpful to understanding your particular client’s needs.
On the bankruptcy front, I didn’t realize that (1) bankruptcies are often very international and (2) you will get much more time in front of a bankruptcy judge than in general civil litigation. Bankruptcies of multinational companies involve complex issues of international law and can be an amazing opportunity to add value for international clients unfamiliar with the U.S. regulations. As a first-year associate, I had already appeared in the Bankruptcy Court of the SDNY to argue for a Chapter 15 petition.
What is unique about your practice area at your firm?
Our finance group is distinct from other groups at Freshfields in that we have a variety of very different work products (project financings, leveraged financings, structured financings, and bankruptcy work—both transactional and litigation) but as a junior associate, you work on all of them. Since my time at the firm, we have added three bankruptcy partners, which has greatly expanded our scope of expertise in this area. This diversity showcases the flexibility of the skills you gain as a general finance associate, which makes associates well placed to weather the highs and lows of the financial cycle and the evolving business needs of our clients.