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Wilson Sonsini Goodrich & Rosati

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Shannon Delahaye, Partner—Securities/Capital Markets

Shannon Delahaye is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she focuses on corporate and securities transactions in the technology sector. Shannon’s clients include late-stage private companies, emerging growth companies, mature public companies, and leading investment banks. She regularly represents issuers and underwriters in connection with initial public offerings and other complex capital markets transactions. She also has considerable experience advising public companies on SEC compliance, disclosure, and corporate governance matters. Shannon holds a J.D. from Harvard Law School and a B.B.A. from the University of Michigan Stephen M. Ross School of Business. She is admitted to practice in California and New York.

Describe your practice area and what it entails.

In this practice area, I focus on the laws and regulations that govern the issuance of securities. Businesses and their shareholders use the capital markets to issue new securities to raise money and sell existing securities to gain liquidity. Investment banks help issuers and sellers structure and market these offerings. The types of securities commonly sold include common and preferred stock, secured and unsecured debt, convertible debt, options, and other derivative securities. Securities may be sold in public offerings, such as on a stock exchange, or in private placements to institutional and sophisticated investors. The laws and regulations in this area dictate what a seller needs to do in order to offer securities to potential investors, and the laws exist in order to make sure investments are fair to everyone who might invest. Much of my work in this practice area entails helping companies, shareholders, and banks structure these transactions and make disclosures to potential investors.

What types of clients do you represent?

I represent companies issuing securities, as well as investment banks selling securities. When representing companies, I have worked with newly public companies like Dropbox and mature public companies like Google. When representing investment banks, I have worked with leading institutions like Goldman Sachs, J.P. Morgan, and Morgan Stanley.

What types of cases/deals do you work on?

Capital markets covers a broad range of transactions. In equity capital markets deals, issuers raise money by selling a share of their businesses. The most transformational type of equity capital markets deal is an initial public offering, in which a private company raises money by selling its shares and listing on a stock exchange. After a company goes public, issuers and shareholders can offer additional stock in subsequent offerings, which are often referred to as “secondary” or “follow-on” offerings. In debt capital markets deals, issuers raise money by lending money to investors through the sale of debt securities, such as investment-grade bonds, high-yield debt, and convertible debt. Issuers seek out these types of debt financing structures because they can offer more flexibility than obtaining cash through traditional bank loans. Over the course of my career, I have helped issuers and shareholders raise billions of dollars in each of these categories in industries from airlines to health care to retail and, most recently, in the technology sector in Silicon Valley.

How did you choose this practice area?

Having a background in business, I knew that I wanted to go into some type of “business law,” but I didn’t know exactly what that meant. As a junior attorney, I worked on a variety of corporate transactions and ended up connecting with a capital markets partner who became my mentor. I thought the work she was doing was fascinating and challenging. We worked well together, and she gave me the opportunity to work with some very high-profile clients on important projects. Looking back, I think this practice area was a good fit for me for many reasons, but in my early days, it was as simple as I liked what I did, so I kept doing more of it, and I had a lot of encouragement along the way.

What is a typical day like and/or what are some common tasks you perform?

The role of a lawyer in any capital markets transaction includes advising on legal and regulatory matters, drafting disclosure documents, negotiating contracts, and working to obtain approval from various external parties such as regulators and listing agencies. Taking an initial public offering as an example, one of the first steps is to help determine what laws and regulations apply and to structure the deal accordingly. Next, we spend time learning about the business, meeting with company management, and drafting a disclosure document. We also negotiate various contractual arrangements—such as the agreement pursuant to which the investment banks agree to buy the securities from the company—and resell them to investors. Lastly, we work with regulators, such as the Securities and Exchange Commission, and listing agencies, such as the New York Stock Exchange and Nasdaq, to get approval for the deal.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

To practice in this area, attorneys must have a comprehensive understanding of complex regulations and financial matters. My law school class in securities law was key to understanding the federal and state securities laws, as well as the rules of the national securities exchanges. Given the oversight of the Securities and Exchange Commission and the ever-changing regulations in this area, I also found that my class in administrative law was helpful for learning about the regulatory process. Classes in corporate finance and accounting are also highly recommended. Lastly, a capital markets practice is affected by larger economic trends and events, so it is important to stay up to date with the financial news.

What do you like best about your practice area?

I think capital markets is a very rewarding practice area because it is both intellectually engaging and highly collaborative. The securities laws are complex and constantly changing, so there are always new issues and developments to learn about and consider. These types of transactions also have a very collaborative atmosphere because everyone is working together to achieve a common goal of getting the deal done.

What is unique about your practice area at your firm?

What I love about practicing capital markets at WSGR is our client base. Our firm has participated in the initial public offerings of some of the most innovative, game-changing companies of our time, including Apple, Pixar, Netflix, Google, Dolby, Tesla, Twitter, LinkedIn, Square, Dropbox, and Lyft. As the firm is a leading legal advisor to companies in the technology sector, I cannot imagine a more interesting, cutting-edge place to practice law.

What are some typical tasks that a junior lawyer would perform in this practice area?

A significant part of securities law is advising on what information is “material” or otherwise required to be disclosed to prospective investors. As a junior lawyer working on a capital markets transaction, you will spend time learning about the business by conducting due diligence, and then you will apply those findings by recommending changes to the disclosure document. You will also work with the company and its auditors to make sure that all of the factual statements in the disclosure document are supportable, and the financial numbers are correct. In addition, you will help support the more senior members of the team in negotiating agreements and working with regulators to obtain necessary approvals.

How important is teamwork in the securities/capital markets work that you do?

Teamwork is extremely important in the securities and capital markets space, and this is something I really love about practicing in this area. Capital markets transactions are typically staffed with large deal teams that include specialists in areas like executive compensation, tax, regulatory, and intellectual property. Attorneys will work with a variety of people at the company, such as the in-house legal team, executives, and boards of directors. In addition, there will be regular contact with the company’s auditors, opposing counsel, regulators, and listing agencies. There can be hundreds of people working on a large capital markets transaction, so strong communication skills, teamwork, and respect are critical.