The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Taisa Markus, Partner—Americas Capital Markets
Taisa is a partner in the firm’s Capital Markets practice in New York. She graduated from the University of Illinois College of Law, where she currently serves on the Board of Advisors, in 1986. Her practice focuses on cross-border securities offerings; cross-border bank finance; and M&A, restructurings, and general securities law matters. Taisa has significant experience representing both financial institutions and issuers, particularly in the Latin American and European capital markets. She also has in-depth knowledge of Tier 1 and Tier 2 capital securities across jurisdictions.
Industry press consistently recognizes Taisa as a leading lawyer for capital markets involving Latin American issuers. She is ranked for Banking & Finance and Capital Markets by Chambers Latin America and Chambers Global and as a Foreign Expert in Chambers USA. Taisa is also recognized in Latinvex as one of the top 100 lawyers specializing in Latin America.
Describe your practice area and what it entails.
I work across two practice areas—capital markets and bank finance. On the capital markets side, I represent both issuers and underwriters, and on the bank finance side, I represent both borrowers and lenders. In capital markets, I work on registered and 144A IPOs and other equity offerings, bond offerings, and liability management transactions. On the bank finance side, I work on unsecured, secured, and structured financings. It is a very broad-based practice compared to a domestic finance practice. All of the matters are cross-border, so I work with large teams across many jurisdictions. In emerging markets, a challenge is that often the deals are “first-ever” deals where there is no precedent or market practice. For me, this is a great opportunity to lead or participate in a team working to come up with novel solutions and setting market practice.
What types of clients do you represent?
I have represented the major investment and commercial banks in Latin America financings and some of the largest companies in Latin America in capital markets and banking transactions in Mexico, Chile, Argentina, Peru, and Brazil.
What types of cases/deals do you work on?
I have worked on SEC-registered IPOs, home country IPOs with 144A sales in the U.S., and numerous bond offerings for industrial, consumer, and financial institution issuers.
How did you choose this practice area?
After working and spending time in Argentina, I knew I wanted to work in the region. The deals that were done in the early 1990s, when the market first opened up, were capital markets deals and bank finance deals. I had banking experience and broadened that experience to capital markets. There were very few lawyers at firms at the time with my language skills and substantive experience, so this was a great opportunity for me in terms of having a significant role in deal execution and leading a team.
What is a typical day like and/or what are some common tasks you perform?
I try to have a brief organizational meeting with the deal teams every morning. Deals can be very fast moving, and things can change rapidly, so it is important for everyone to be coordinated so we are working efficiently and not at cross-purposes. I am on the phone in Spanish a large part of the day. Some of the calls are with clients to discuss open issues and set strategy. Others are with opposing counsel to negotiate agreements or with larger working groups to review status. I also spend a significant amount of time every day reviewing agreements and disclosures and making sure that key issues are identified and prioritized appropriately. I try to be available for questions and to provide guidance to the younger lawyers on the team, as good training and mentoring yields much better results for the client, for the lawyers, and, honestly, for me in terms of quality work.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I would recommend that anyone interested in cross-border work take a course in conflicts of law. Understanding how to navigate conflicts and which law governs which aspect of a matter is fundamental to structuring a deal, executing it, and advising a client. It is the course that has proven most valuable to me in my career. It does not matter how much you do or do not know about any particular area if you can’t figure out what law governs. At times, this analysis is what will drive whether a particular structure or deal can or cannot be done.
What do you like best about your practice area?
I love working in the region and like to think of myself as an honorary Latin American. It has been very exciting to witness all the changes in the region, which, on a net basis, have been positive. These markets can be volatile, but they are tremendously promising for those who have patience. I will also say that over the years, while I may have worked very hard and faced difficult and frustrating situations, I have never ever been bored.
What is unique about your practice area at your firm?
White & Case has the most extensive practice in Latin America of any law firm. We have more than 250 lawyers working in the region, all of whom speak Spanish or Portuguese or both. The Latin America practice covers not only capital markets and finance, but also project finance, arbitration, M&A, and white collar work. The firm places a high value on collaboration and, in particular, cross-practice collaboration, and this approach has resulted in our working on some of the highest-profile and interesting matters in the region.
Just a few highlights of market-leading matters in Latin America that have involved cross-practice collaboration include our representation of Corporación Quiport S.A. (Quiport), the concessionaire of the Quito International Airport, in connection with the US$400 million refinancing of its project financing in the international capital markets. We also worked on the ground-breaking financing for the National Routes 2 and 7 road project in Paraguay (the “Project”), the largest private investment in the history of Paraguay. White & Case advised Sacyr Concesiones S.L. and Ocho A S.A., as sponsors, Rutas del Este S.A., as borrower, and Rutas 2 and 7 Finance Limited, as issuer, in the financing for the design, construction, operation, and maintenance of the project.
What are some typical tasks that a junior lawyer would perform in this practice area?
On the capital markets side, a junior lawyer would be significantly involved in drafting and reviewing the relevant disclosure documents—the offering memorandum or prospectus specifically. This requires learning a lot about the issuer’s business and then learning how to describe that business in a securities law document, which is intended to both protect against securities law liabilities and to serve certain marketing purposes. A junior associate would also draft and negotiate the various deal documents, working their way up from simple closing certificates to high-yield bond covenants. On the bank finance side, a junior associate would participate in negotiations led by a senior associate or partner and assist with revisions or written comments to the documents. Most aspects of a closing would be run by junior associates, which presents a great opportunity to take ownership of documents and of the process.
Working in this region also gives associates significant opportunity to use and improve their language skills. We are always seeking people who are conversant in Spanish and Portuguese.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
Listen, and be self aware. Ask questions. Learn about a country, and learn the language.