The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Maja Zerjal, Partner — Corporate
Maja Zerjal is a partner in the Business Solutions, Governance, Restructuring & Bankruptcy group at Proskauer. Her practice focuses on the representation of debtors, creditors’ committees, creditors, and equity holders in in-court and out-of-court restructurings. Named a “Rising Star” by The Legal 500, she has been involved in some of the largest reorganization cases in the United States. She is currently representing the Financial Oversight and Management Board for Puerto Rico in its effort to restructure Puerto Rico’s outstanding debt load of more than $70 billion. Maja maintains an active pro bono practice and is a member of the firm’s Pro Bono Committee. In addition, she serves on the Proskauer Women’s Alliance Steering Committee. Maja attended Harvard Law School, where she was senior editor of the Harvard Business Law Review and Dean’s Scholar in Corporate Reorganization.
Describe your practice area and what it entails.
Our restructuring team represents debtors, creditors’ committees, creditors, and other parties in restructurings in and out of court. Our practice area entails a deep understanding of the Bankruptcy Code, corporate governance, and related statutes and jurisprudence, which enables us to devise strategies that maximize value for the constituency we represent. Each representation also requires an understanding of the company’s business and the reasons for its distress, which makes this practice area particularly interesting.
What types of clients do you represent?
Unlike some other groups that focus on either the representation of debtors or creditors, our team has deep expertise in the representation of all types of parties in restructuring cases. We represent debtors, independent directors, sponsors, statutory creditors’ and equity security holders’ committees, ad hoc committees, creditors, and other parties involved in restructuring cases. This perspective enhances our abilities as practitioners and helps us create the most practical, strategic solution for our clients.
What types of cases/deals do you work on?
Our team has been representing the Financial Oversight and Management Board for Puerto Rico in its effort to restructure Puerto Rico’s outstanding debt load of more than $70 billion. Our many representations included the statutory unsecured creditors’ committees in the Chapter 11 cases of Caesars Entertainment (the casino conglomerate with nearly $20 billion of debt), MF Global (a broker-dealer with over $40 billion of debt), and Penn Virginia (an oil and gas company with over $1.2 billion of debt), as well as a statutory committee of equity security holders in Breitburn Energy Partners (an oil and gas company with more than $3 billion of funded debt). Our client representations have earned us accolades from top publications, most recently from The American Lawyer, which profiled us for an unprecedented win before the U.S. Court of Appeals for the First Circuit in the Puerto Rico restructuring.
How did you choose this practice area?
The chair of our group, Martin Bienenstock, teaches a class at Harvard Law School. I enrolled under the assumption that it was a business-school-type class that had little to do with the legal aspects of restructuring. Through the class, I realized how mastering the Bankruptcy Code enables attorneys to creatively enhance value and how restructuring as a practice was a perfect challenge for me, as a mix of corporate law, corporate governance, litigation, and other practice areas.
What is a typical day like and/or what are some common tasks you perform?
No day is the same, and the variety in this practice area is what I like the best. A typical day can include the review or drafting of briefs or other pleadings, an analysis of a credit agreement or capital structure of a company, calls or meetings with restructuring financial advisors (who are involved in almost every case), and internal meetings. This is a practice area that rewards creative, out-of-the box thinking, and it is standard practice in our group to discuss issues with other colleagues to ensure we get to the best solution.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
A background in finance or accounting is a plus. Taking bankruptcy or related classes in law school helps, although it has not been a prerequisite for our group, since we consider teaching and mentoring part of our daily routine. Given the various areas our practice expands to, any class on corporations and corporate governance helps, as do classes on law and economics and game theory, which help further one’s understanding of negotiation strategies and outcomes in restructuring cases. In terms of skills, the ability to multitask or complete tasks efficiently helps because we often work under tight deadlines.
What is the most challenging aspect of practicing in this area?
This is often a high-pace practice area that requires fast responses. Over time, however, one learns to absorb issues quickly and craft the best possible response even with a very short deadline.
What do you like best about your practice area?
I am never bored. I learn something new every day, and I especially enjoy diving into a business and understanding how it works, what its stress points are, and how value can flow to the party we represent. I also appreciate how mastering the law can truly create value in this area. For example, an unsecured claimholder can secure an increased recovery if it can successfully identify issues with the secured claimholders’ liens and avoid those liens.
What misconceptions exist about your practice area?
People often associate “bankruptcy” with failed businesses and perceive it as a business’ “funeral”—I have experienced the exact opposite. The cases we get involved in are mostly reorganizations in which a company continues to operate while it is restructuring its balance sheet, operations, or both. The way I characterize our practice is that we help save businesses and jobs, not bury them.
What are some typical tasks that a junior lawyer would perform in this practice area?
A junior lawyer would typically perform research on various legal issues, review debt documents and court pleadings, and write first drafts of certain pleadings. Associates in our group have opportunities to do tasks typical for traditional corporate/transactional work as well as litigation work, which lends lots of variety to the day to day. They also interface with clients early on, as Proskauer believes in learning through coaching, mentoring, and direct experience.