The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Rachel D. Phillips, Partner—Corporate
Rachel Phillips is a leading capital markets attorney who helps her clients navigate their most critical and challenging transactions and governance issues. Public companies, private equity sponsors, private equity portfolio companies, underwriters, and selling shareholders alike look to Rachel for guidance through the complexities of securities transactions of all types. Her sophisticated transactional insight and wide-ranging compliance knowledge and experience have made her a particularly valued advisor to issuers in Canada and other countries planning initial or follow-up offerings in the United States.
Rachel’s experience encompasses the full range of strategic transactions, including initial public offerings, follow-on offerings involving equity and debt securities, and mergers and acquisitions. Her practical approach to closing deals and extensive experience with all phases of transactional negotiations bring welcome efficiency to clients’ critical strategic transactions.
As a testament to the strength of Rachel’s transactional representation and client service commitment, clients typically establish long-term relationships with her—she frequently advises on governance and disclosure matters for U.S. and international companies for which she has also handled an initial public offering. She also counsels investment banks on financial advisory matters.
Describe your practice area and what it entails.
My practice involves assisting my clients with registered and unregistered capital markets transactions, including both debt and equity. In order to do this well, I have to understand how capital markets transactions are executed, the applicable disclosure rules, the latest market practice, and how these may interact with my issuer clients’ businesses and priorities.
What types of clients do you represent?
I represent public companies; investment banks; and the financial investors in public companies, such as private equity firms and hedge funds.
What types of cases/deals do you work on?
I primarily work on equity capital markets matters like initial public offerings (IPOs), follow-on offerings, and private investments in public equity (PIPEs), as well as representing issuers in ongoing reporting and compliance matters and high-yield debt transactions.
How did you choose this practice area?
I started out working on private equity deals, and eventually one of these deals turned into an IPO. I found that I enjoyed getting to know the different issuers and companies as I was working on their deals as well as the attorneys within the firm. It was gradual, but as my knowledge of the securities laws grew, it became clear that I was best suited in this space. I find that I really like the depth and breadth of knowledge that comes from working in this practice. We have to continually educate ourselves and get to know all about the different companies, industries, and management teams. So while we do the same basic kind of work, there’s always variety and new learning that comes with each new deal.
What is a typical day like and/or what are some common tasks you perform?
My days are consistently busy, as I am working on two to six active deals at any given time. The deal work includes internal team meetings, diligence calls, negotiations, and drafting sessions where the team is collectively working on a disclosure for a soon-to-be public company. I also speak frequently with clients, including clients who may not be currently involved in an active transaction, to answer their questions throughout the day.
Since the staffing for each of our deal teams will vary based on client need, I also spend a lot of time with our junior associates who may work on diligence for one deal and draft documents and interact with clients on another. At Ropes & Gray, our junior associates are not bound by their class year and will gain additional responsibility as they show increased aptitude.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend students take corporations and securities regulations classes in law school. They should also stay up to date on general business news with sources like The Wall Street Journal.
Also, while law school provides a great foundation, nearly all of our associates learn everything they need to know on the job. I also find that good humor and a ‘can-do’ approach are very useful skills in our practice.
What is the most challenging aspect of practicing in this area?
Capital markets is a fast-paced practice where the regulations are complex and can frequently change. We must stay up to date to ensure that we can clearly and simply explain these complicated regulatory concepts to our clients, so they can make an educated decision.
What misconceptions exist about your practice area?
When I was in law school, I thought that capital markets would be heavily administrative and tedious, but I was wrong. Working in this space feels productive and is always evolving. I like that we are helping our clients to meet their goals—whether it’s raising capital or finding liquidity, there’s always a new way to collaborate to close the deal.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
Interestingly, the entire IPO deal market has shifted because of the virtual environment, and travel has been reduced to almost none. So, while deals themselves remain the same, the pace and volume have increased significantly. We’ve seen IPO roadshows reduce from two weeks to four days, and the marketing has changed. The combination of market support from the Federal Reserve and increased deal speed has set the market on fire mastering the art and science of advising on disclosure issues.
How important is teamwork in the securities/capital markets work that you do?
Teamwork is the key for us to reach our goal, both internally and with the auditors, bankers, clients, and attorneys on the other side. The issuer is the client for all sides, and everyone involved is working together to get the best result for them. So collaboration is a crucial piece of the foundation of each deal.