The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Edward Best, Partner & Co-Head of Global Markets Group, and Jennifer Carlson, Partner—Capital Markets Group
Eddie Best is co-leader of Mayer Brown’s Global Capital Markets and Financial Institutions groups and serves on the firm’s partnership board. He is widely recognized as one of the nation’s leading capital markets attorneys. Eddie’s capital markets experience includes representing issuers and underwriters in connection with public and Rule 144A offerings of debt, equity, convertible, and hybrid securities in the U.S. and Europe; continuously offered debt and equity programs; offerings of structured products, including equity- and commodity-linked products; and liability management transactions, including equity and debt self-tenders, exchange offers, and consent solicitations. Eddie also has an active M&A practice focusing on transactions by financial institutions and financial technology companies. In addition, Eddie counsels public and private companies regarding corporate governance, securities law, exchange listing compliance, and other matters.
Jen Carlson’s practice focuses on capital markets and general corporate matters. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment-grade, high-yield, and convertible debt offerings; venture capital investments; and liability management transactions. In addition to her transactional practice, Jen counsels companies regarding securities law compliance, stock exchange listing requirements, fiduciary duties, corporate governance, and other matters. Jen represents publicly traded and private startup companies, as well as the institutions and individuals that finance them, across a wide range of industries, including life sciences; energy; technology, media, and telecommunications; retail; hospitality and leisure; insurance; and financial services.
Describe your practice area and what it entails.
We counsel issuers and investment banks in connection with securities offerings. This includes helping draft or commenting on the offering documents, the underwriting or purchase agreements, and the agreements governing the securities. We often help our clients understand the process, from both a legal and a market standpoint.
We also get involved working through disclosure issues both in securities offerings and for periodic filings with the SEC. In addition, we counsel clients in corporate governance matters and ongoing stock exchange requirements.
What types of clients do you represent?
We represent issuers, underwriters, and investors. Some of the issuers Eddie represents, among other companies, are Chubb Limited (a global insurance company), Canadian Imperial Bank of Commerce (a large Canadian bank), and Nissan Motor Acceptance Corp. (the U.S. captive finance subsidiary of Nissan Motors). Some of the investment banks we represent include BofA Merrill Lynch, Barclays, Citigroup, Morgan Stanley, Raymond James, and Stifel. Jen also represents venture capital arms of corporations for investments in private companies and startup companies in connection with their formation and initial financing.
What types of cases/deals do you work on?
Mostly public and private offerings of securities. For example, we just represented the underwriters in a $600 million offering of senior notes by Kellogg Company (Eddie has represented the underwriters in Kellogg securities offerings for 30 years). We recently represented Potbelly (a sandwich shop company) in its initial public offering and the underwriters in the initial public offering of Workiva, a cloud-based platform for regulatory reporting. As an example of our startup company work, Jen recently represented Image32, a medical image sharing company, in its seed financing and acquisition by Citrix Systems, Inc.
How did you choose this practice area?
Eddie: I had the opportunity to work on a number of securities offerings when I was a summer associate and very junior lawyer. I liked the fact that most securities offerings only take about a month from the organizational call to the closing, as opposed to litigation matters that can last for years. I also found them to be very collaborative, as all the parties are working towards the same goal. Finally, I liked that you got to learn all about a company and its industry and then had to describe it in a way that investors could understand.
Jen: I like that capital markets work is structured and rule based, both at the federal and state level. We spend a lot of time consulting SEC rules and regulations but also get to interact with company executives to learn more about their businesses. I also enjoy the collaborative nature of securities offerings and the challenge of handling multiple transactions in short time frames.
What is a typical day like and/or what are some common tasks you perform?
Eddie: My week is usually composed of a lot of phone calls, often including lengthy due diligence calls where the issuer describes its business (which can be pretty cool when you hear a toy company executive talk about upcoming movies featuring their brands, though less cool when an insurance company executive gets very technical about reserving methodology). I also spend time reviewing and commenting on documents. On the actual day of a securities offering, the phone calls and emails don’t stop for hours as we coordinate the legal and documentation process among all the offering participants. And while all this is going on, you get random calls from clients on disclosure or corporate governance questions. It’s not uncommon for my time sheets to show I worked on 8 or 10 different things on a given day.
Jen: A typical day will start at 5 a.m. California time if we are launching a securities offering and will be non-stop action until after we price in the early afternoon. At that point, the pace might slow down, but then we are either drafting legal documents to close the offering, preparing for the launch of the next offering, or fielding calls and emails on general disclosure or corporate questions.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Eddie: Amazingly, there is very little I learned in law school that applies to my practice. Most of what we use, from a legal standpoint, is learned “on the job” and involves the intricacies of the federal securities laws, market practice, and good judgment. Being a really good proofreader and having good organizational and people skills are important non-legal aspects of the job. Someone once told me that being the smartest guy in the room won’t help if you also aren’t a nice person, and being the nicest person in the room won’t help if you don’t know what you are talking about.
Jen: I agree with Eddie—there was very little substance in law school to prepare for capital markets, except for classes on securities regulation, finance, and accounting (but the last two were actually offered through the business school!). However, it is critical for junior attorneys to ask questions and be curious about their practice area. I think that if you enjoy what you do, you naturally want to learn more about it.
What is the most challenging aspect of practicing in this area?
Eddie: Keeping current on evolving legal and market developments.
Jen: Same answer as above—I never know what will occur on any given day! There are days I come to the office thinking it will be slow and end up working late into the evening or vice versa. It keeps me on my toes.
What do you like best about your practice area?
Eddie: The relationships I have formed with the clients, investment bankers, and even opposing counsel over the course of many years and many transactions.
Jen: I never know what will occur on any given day and learn something new nearly every day. A seemingly simple, repeat securities offering for the same issuer will inevitably have a new wrinkle or issue to figure out.
What misconceptions exist about your practice area?
Eddie: Someone once said that securities offerings were just a lot of “boilerplate.” I think capital markets work involves a lot of creativity and original work, especially when you are drafting disclosure where you have to be able to convey the important information in a way that people can understand.
Jen: I find that some people think we (Mayer Brown) only focus on IPOs/big public offerings. Our capital markets group is great at handling anything throughout the life cycle of a company, from startup company formation and seed financing through post-IPO follow-on offerings and public company compliance questions.
What is unique about this practice area at your firm?
Eddie: When I started at the firm, our capital markets practice was almost entirely based in Chicago and very Midwest-centric. We now have strong capital markets practices in a number of cities in the U.S. and also in Hong Kong, London, Paris, Frankfurt, and Brazil. We have also broadened our product offerings, which include investment-grade debt, high-yield debt, equity, liability management, and structured products. There are really very few, if any, products we don’t have experience with.
Jen: Our attorneys consult on a variety of securities matters throughout the world and are incredibly collaborative. Since I joined the firm, we have expanded our presence on the West Coast, which was also a personal matter because I moved from Chicago to Palo Alto to help drive this effort. Our particular practice in Silicon Valley has allowed me to collaborate with partners and clients around the world in places such as Brazil, China, India, and the UK.