Skip to Main Content

Banking & Financial Services

Overview

Finance attorneys represent borrowers or lenders in transactions involving lines of credit, loans, or restructurings. Law firm practices tend to lean toward either the lender or borrower side, though some practices work on both sides. Financing can come from traditional banks as lenders or from private credit funds. In the U.S., the practice is heavily concentrated in New York where the majority of the banks and private lenders are located, but the practice can be international, and finance attorneys are in demand in international capital markets as well (London and Hong Kong, for example). The practice often involves acquisition finance supporting a larger M&A transaction, which means deadlines can fluctuate, and the hours can be erratic, especially on the borrower side, where the transaction timeline can be at the mercy of the lender’s side. Financing deals tend to be relatively short, so lawyers are frequently moving from one transaction to the next.

Featured Q&A's
Get an insider's view on working in Banking & Financial Services from real lawyers in the practice area.
Jayant (“Jay”) Tambe, Partner, Practice Leader
Jones Day

Describe your practice area and what it entails.

The Financial Markets practice at Jones Day is distinctive, comprising more than 300 transactional, regulatory, and litigation lawyers around the globe. Our focus is on clients who are active participants in the global financial markets, and we serve their diverse legal needs. By housing transactional, regulatory, and litigation lawyers in a single practice, we are better able to anticipate our clients’ needs and devise and implement comprehensive solutions. The practice values industry experience. We expect our lawyers to keep abreast of business and market developments so that we can engage and partner with our clients to manage legal risks and achieve business success.

What types of clients do you represent?

Given the breadth and scope of the practice, the clients we represent fall into three distinct categories: (i) traditional global financial institutions; (ii) corporate borrowers and issuers; and (iii) funds such as hedge funds, mutual funds, and private equity and venture capital funds. Among the firm’s deepest relationships are those with global banking institutions, including Wells Fargo, U.S. Bank, Citizens Bank, JPMorgan Chase, Goldman Sachs, BNP Paribas, Crédit Agricole, Deutsche Bank, Bank of America, and Citibank. Our fund clients include Riverside, among others, and our corporate borrower and issuer clients include a significant number of the Fortune 500.

What types of cases/deals do you work on?

My cases fall into three broad areas. First, I focus on structured products and derivative products cases. These types of cases have dominated my docket over the past 20 years! Second, I work on complex class actions involving the federal securities laws, typically for non-U.S. issuers of securities. Third, in the past five years, my docket has increasingly included antitrust class actions concerning financial products of various types, such as credit default swaps, interest rates, and corporate and municipal bonds.

How did you choose this practice area?

My interest in financial products litigation stems from my undergraduate degree in Economics and my decision, in college, to pursue a law degree in order to apply my interest in finance and economics to real-world problems. Once I had a taste of the legal and economic issues presented, I was hooked!

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

Given my role at the firm and my seniority, my days are filled with a very wide range of activities. Typically, at least 50 percent to 70 percent of my day is spent on core legal strategy and analysis. I tend to be very hands on with reviewing expert analyses, counseling clients on strategic issues, and working with multiple teams of lawyers at the firm in ensuring that we are executing strategy effectively. Another 30 percent to 50 percent of my day is spent on client engagement and practice administration issues. A big part of that is client and lawyer development. It is exciting and exhausting work, but also intellectually and emotionally rewarding.

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

While no formal training or experience is required, I have found prior exposure to core financial and economic concepts to be very helpful. Being adept with spreadsheet software is an asset in communicating with clients through their preferred medium—numbers and formulas. We offer in-house training to junior associates on finance, accounting, and the use of spreadsheet software in litigation. Finally, effective written and oral presentation skills are paramount, whether presenting to a court or in the various internal and client-facing settings where we find ourselves. There is always room for improvement, and I encourage all the lawyers I work with to develop and master their presentation skills.

What do you like best about your practice area?

I like the fact that the practice is heavily focused on the economic and financial issues that are currently of vital interest to society. The matters I have been involved with over the course of my career follow the path of recent U.S. economic history: the 1987 market crash, the S&L crisis, the Asian financial crisis, the dot-com bust, Enron/WorldCom/Parmalat, the 2008 financial crisis, the Lehman Brothers bankruptcy, the RMBS/CDO litigation wave, and PPP litigation.

What is unique about your practice area at your firm?

We are one of the only practice areas in the firm comprising both transactional and litigation lawyers. The practice is defined by our client base rather than our individual substantive areas of practice. That makes us client focused by definition and design. It also makes our lawyers very well rounded and well versed in a broad range of client issues.

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

We expose our junior lawyers to all aspects of the matters on which we work. We have had first years join us on trial teams as soon as they set foot in the door. We do not just hand out piecemeal assignments to juniors; we make them part of the team for each active engagement. They are eligible to work on any and every aspect of that matter, from discovery and dispositive motions to research and trial strategy.

How do you see this practice area evolving in the future?

I see the practice evolving with our clients in the following directions: greater complexity (as our clients develop ever more complex and innovative financial products); more fintech (as our client base includes increasing numbers of non-bank tech companies that offer financial services); and more stakeholder considerations (as our clients increasingly augment the profit motive in financial products with a more inclusive and broader emphasis on responsible and sustainable investments). All of this will prove to be very exciting and intellectually stimulating legal work for lawyers in this practice area.

Jayant (“Jay”) Tambe, Partner, Practice Leader—Financial Markets

Jay Tambe serves as the leader of Jones Day’s Financial Markets practice. Jay advises financial institutions on litigations concerning securities, derivatives, credit default swaps, collateralized debt obligations (CDOs), and other financial products. Many of his cases involve cross-border disputes, and he is well versed in navigating international discovery and judgment enforcement. Jay has litigated significant claims involving collateralized loan obligations (CLOs), CDOs, credit-linked notes (CLNs), and other structured finance investments in the New York state and federal courts, including many precedent-setting CDO litigations. He also led the team that prevailed in the very first appeal before ISDA’s external review panel. For nearly 10 years, Jay represented Lehman Brothers Holdings, Inc. and its affiliated debtors in more than 50 separate derivatives disputes, including several evidentiary hearings and trials. Jay routinely provides prelitigation advice on documentation and risk mitigation and frequently speaks on complex financial products.

Ally de Padua, Associate
Allen & Overy LLP

Describe your practice area and what it entails.

As a finance lawyer, I spend most of my days advising clients in the provision or acquisition of debt to finance significant transactions in the life cycle of companies. We work closely with our colleagues in the M&A practice to negotiate and structure the documentation that governs a company’s debt facilities. Most of my deals involve a cross-border component, and I spend a lot of time working alongside my finance colleagues in A&O’s many non-U.S. offices to negotiate complex deals involving stakeholders located in jurisdictions throughout the United States, Europe, and Asia.

What types of clients do you represent?

My practice splits about 80/20 lender side to borrower side representation. The New York Leverage Finance team’s clients include most of the major investment banks in the world, including Citibank, N.A.; Bank of America; Deutsche Bank; Goldman Sachs; and Jefferies. I also represent non-bank direct lender clients, which are non-regulated institutions that serve as private lenders, both here in the U.S. and abroad.

What types of cases/deals do you work on?

Large cross-border leverage finance transactions. In essence, we assist lenders and borrowers in structuring negotiating large debt facilities, often in multiples many times above a company’s EBITDA. This has become a significant source of liquidity for M&A transactions occurring throughout the work, particularly in the private equity space, which is the source of the bulk of my transactions. In June 2018, for example, I assisted a private equity sponsor based primarily in Australia in negotiating commitments for New York law debt facilities in order to finance its bid for Campbell’s spin-off of certain of its Asian business lines. Most recently, I have advised one of our direct lender clients on its participation in the rescue financing facilities provided to Cineworld Group PLC, the U.K. parent company of Regal cinemas.

How did you choose this practice area?

In law school, I had a deep interest in bankruptcy and restructuring but was more interested in the business and negotiation side of the law as opposed to litigation. That, combined with my desire to do cross-border work, led me to join the finance group of my prior law firm, and the fact that I’ve come to love the day-to-day practice of “lev fin” has kept me doing it exclusively for the past eight years.

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

As a senior associate in my group, most of my days are actually spent on calls with clients and colleagues, providing advice on the New York law aspects of their financing transactions. I also spend a lot of time in contact with opposing counsel on my deals, ironing out any issues or differences in opinion that arise in the course of negotiating our debt documents. I also spend a lot of time reviewing or drafting loan documents, but these days, the bulk of that works seems to be achieved after hours, when the phone stops ringing and the emails slow down.

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

Most of my colleagues in this field would suggest Secured Transactions (to understand the layout of the UCC) and Corporate or M&A classes. While I would agree with them, the classes that took me to where I am today were actually Bankruptcy and Restructuring—it is exceedingly helpful to understand what can happen to my clients in a downside scenario in order to give them good advice on how to negotiate their debt documents. I would also recommend you take a negotiation class, to the extent it is offered by your law school. The skills I learned in my negotiation class are ones I end up reaching for to solve problems every day. Otherwise, the substance of our work is learned through practice.

What is the most challenging aspect of practicing in this area?

Probably the coordination between different practice groups in different jurisdictions. A&O truly has a very interconnected global network, but this means that on any given day, I could be fielding requests from Hong Kong, Singapore, Germany, and the U.K. simultaneously. It’s not just a matter of understanding what market practice or legal convention is in a particular jurisdiction in order to be helpful and responsive to that particular client, it’s also just the simple logistics of setting calls and being responsive to deadlines being set in jurisdictions across the world.

What do you like best about your practice area?

I love that my role is that of counselor and trusted advisor to my clients. Understanding what their concerns are, or apprising them of recent developments in the markets, is my favorite part of the job. I appreciate the trust that they place on me to negotiate their loan documents on their behalf. Leverage finance is a very small world here in New York, and I enjoy the relationships I’ve formed by virtue of working as a part of it.

What kinds of experience can summer associates gain in this practice area at your firm?

We really pride ourselves in the fact that we really see our summer associates as active participants on a deal team. When they are staffed to work with us, we include them on client calls and give them substantive work to do, so that they can really experience what it feels like to be a junior associate in our group and come out of their summer with a good sense of what a leverage finance lawyer does at every level of seniority in our group.

How do you prepare for a negotiation?

Any negotiator should be coming first from a position of knowledge. First, what is it that your clients care about, what are their concerns, and what at baseline would they consider an unacceptable outcome. Second—and this does come from the fact my practice spans representation of borrowers, lenders, agents, and investors—is knowing and understanding the issues and concerns that your counterparty will be bringing to the table and thinking through how you can be responsive to those needs without ceding too much of your preferred position. Finally, over that comes the substantive knowledge. Understanding the business and any particularities of the deal come foremost, and to that you apply your gloss of your knowledge of the law and the market to discuss possible outcomes and come out with satisfactory solutions. This is where you add value when you negotiate on behalf of your client.

As Alexandra Carter, professor of negotiation at Columbia Law School, taught us when she came to teach negotiation courses for our associates here in the NY and DC offices, preparing for negotiation begins with understanding and asking the right questions so that you can collect the information that you need to achieve the right outcome.

Ally de Padua, Associate—New York Leverage Finance

Ally de Padua is an associate in A&O’s New York Leverage Finance practice. She has extensive experience representing her clients in a broad array of debt financing transactions, with a particular focus on complex, cross-border leverage financings. In her career, Ally has represented institutional lenders and providers of private credit as arrangers and lenders, as well as private equity sponsors and their portfolio companies as borrowers in financings that span the entire leveraged buyout life cycle, including leveraged buyouts and other M&A financings, working capital facilities, and restructurings and debtor-in-possession financings. At A&O, Ally is also a key contributor to the firm’s diversity and inclusion initiatives, including taking a leading role as a member of the U.S. Women’s Committee Steering Committee. Prior to starting her career as an attorney, Ally received her J.D. at the University of Chicago in 2013, where in addition to the ordinary slate of law school classes, she focused her studies on international law and cross-border commercial issues.

Meredith Mackey, Partner
Fried, Frank, Harris, Shriver & Jacobson LLP

Describe your practice area and what it entails.

I am a capital markets lawyer, primarily focused on representing investment banks and lenders in corporate finance matters. I work closely with top investment banks in large and complicated capital raising transactions, including high-yield bond offerings, leveraged buyout financings, and equity offerings, such as IPOs and secondary sell downs. In addition, I sometimes represent issuers and borrowers in their capital raising needs. My practice is quite broad and can include analyzing and negotiating debt structures and covenant packages; researching and advising on securities laws and UCC-related issues; and executing deals, including negotiating and documenting complex capital raising transactions.

What types of clients do you represent?

I work with many top investment banks and financial institutions, including Citi, Credit Suisse, Goldman Sachs, and JP Morgan. At the banks, I liaise with people on various teams, including bankers in the leveraged finance, debt capital markets, and equity capital markets groups, as well as lawyers in the banks’ in-house legal groups. Certain of my clients are senior bankers who have been working in the financial services industry for many years, while others are junior team members just learning about transaction execution. 

I also work with some large public companies and liaise with their executive teams, most often the chief financial officer and general counsel.

What types of cases/deals do you work on?

My practice is primarily focused on the debt side of capital markets, which means I work on high-yield bond offerings and leveraged loan transactions, typically representing underwriters and lenders. Often, we represent the investment banks as underwriters or lenders on multiple transactions for the same issuer over time. For example, we regularly represent the various investment banks involved in debt and equity financings for Clarivate, a leading analytics company. In the last year or so, we have advised those parties in seven significant debt and equity capital raisings for Clarivate. These include the financings related to Clarivate’s acquisitions of CPA Global Limited and Decision Resources Group, as well as the bank and bond refinancing of Clarivate’s debt following its merger with Churchill Capital Corp.

How did you choose this practice area?

As a summer associate, I was certain I wanted to be a litigator. My image of a lawyer at that time was only someone who argued a case in court. During my summer internship, I worked on an extremely high-profile intellectual property infringement case. I was fascinated by the assignment, and for weeks, I spent all of my time researching and writing, alone in the quiet of my office. When I presented my findings to the partner on the case, it turned out that the parties had decided to settle, and my hard work wasn’t going to be needed.

Deflated, I went for coffee with my associate mentor for advice. He suggested I work with him on a high-yield-bond deal. I told him, “I don’t like math, and I don’t like finance.” He said, “But you don’t seem to like litigation either!”

I stepped in and worked on my first high-yield-bond deal. I loved the fast pace and the collaborative nature of the practice. I found that I thrived when working with a team of people who were collectively focused on getting a deal done. Ultimately, capital markets (or any practice) doesn’t have to be a practice that you plan for or choose. Sometimes you just find something that clicks with you, and you take a chance and go with it.

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

One thing I like best about my practice is that there is really no “typical” day. There is a huge variety in my day-to-day, based on the timing, nature, and structure of the transactions on my desk. However, I think there is a misconception that attorneys are poring over documents every hour of every day. I don’t spend my day quietly in my office reading. Rather, I tend to spend all day on the phone—talking to clients, opposing counsel, and my team. We spend “business hours” talking through issues and solving problems. In the evening, when it quiets down, I turn to documents and spend time diving into the reading and writing.

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

Any law student looking towards a career in finance or capital markets will benefit from taking classes in basic financial accounting. Classes such as Corporations, Securities Regulations, and Financing Transactions are also quite useful in providing insight into the regulatory underpinnings of the work that we do on a daily basis. However, at almost any law firm, junior attorneys will receive a lot of on-the-job training in both the formal and informal context, so no need to worry if you haven’t completed some or all of these courses when you start practicing.

What is the most challenging aspect of practicing in this area?

The most challenging, but also the most exciting, aspect of my practice is the unpredictable nature of the work. Because our deals are episodic and market driven, we can operate on very quick timelines and with very short notice. Due to the unpredictability, on any given day, it can be challenging to find a work-life balance. However, on those hectic days, I take a deep breath and remember that once I get past an urgent deadline, I will be able to turn my attention to other things. Working under tight deadlines and with time pressure can also help in distilling what is really important and really meaningful. When I’m busy, I find that I tend to waste less time and take more advantage of my personal time, using it to do things I truly enjoy. Also, taking a long-term view of your work-life balance is very helpful. Not every day will be a perfect balance, but over the course of months and years, that balance emerges. Having that long-term perspective becomes easier as you practice longer and get more accustomed to the cyclical nature of the practice.

What are some typical career paths for lawyers in this practice area?

A fabulous benefit of a career in capital markets is the broad variety of opportunities for attorneys in this area. Many associates stay at the firm and follow the traditional path to become partners and special counsel. Another common path is to work in the in-house legal department at major investment banks or financial institutions, focusing on the same issues from a client’s perspective. Many attorneys also join the in-house legal departments of large public companies, often handling corporate governance matters and SEC filings for the company. As we regularly work with in-house legal teams, there have been many times when former teammates have become clients. The firm also has a strong alumni network, and it is always great to stay in touch with those seeking paths beyond the firm.

In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?

COVID-19 has dramatically affected every one of my clients, either in a positive or negative way, depending on their businesses and industries. Because of the volatile and changing landscape, I have remained incredibly busy through this time. At the outset of the pandemic, I assisted some clients with capital raises aimed at addressing liquidity concerns; others were seeing opportunities to raise additional capital or raise their stakes in other companies.

Practicing in an entirely remote environment has been a big adjustment. It’s become obvious how important personal relationships are (both with my clients and my internal team), and I try to take steps every day to make sure to maintain and nourish those relationships. I go out of my way to include all my team members on conference calls and in virtual meetings so that they are up to speed and involved in all details of the transaction, especially since we’re not all in the same office. On those virtual meetings, you’ll also see that I now spend all day lawyering in my Lululemon gear.

How do you prepare for a negotiation?

I find that I am most prepared for negotiating when I over prepare. I follow a pretty standard process when I get comments to a document and need to discuss them with a client or with opposing counsel. First, and most importantly, I read every comment very carefully and think about how each one impacts the overall transaction and how each one fits into the markup as a whole. I then spend time thinking about why the other side is making the comment, what they stand to gain, and what my clients could lose. I then make decisions about the points that I believe will be most important to my clients and which points they may be willing to concede. I also consider what the opposing counsel may be focused on and where they may be willing to compromise. Finally, I research recent similar transactions to figure out what is “market” on the open points. I look at other deals that the firm was involved in, as well as large public transactions. 

Most importantly, I spend time thinking about what good compromises might look like for each comment. I was taught as a young lawyer that while it might be easiest to say “no” to comments, it is very often not the right answer for the client. So, I try to say “yes” as often as possible and see how I can work to make a successful transaction happen.

Meredith Mackey, Partner—Capital Markets

Meredith Mackey is a partner in the Corporate department and the Capital Markets practice, residing in Fried Frank’s New York office. Meredith advises investment banks and lenders in corporate finance transactions, particularly with respect to leveraged loans and high-yield debt. She also advises underwriters and issuers in public and private equity offerings. She has worked on offerings in a variety of industries, including natural resources, industrials, health care, and technology. Prior to joining Fried Frank, Meredith served as vice president at Goldman Sachs’ Loan Negotiations Group.

Meredith is recognized by Legal 500 in Capital Markets: Equity Offerings and High-Yield Debt Offerings, and has been recognized in Finance: Commercial Lending.

Meredith received her J.D. from the University of Pennsylvania Law School in 2002 and her B.A. from Boston College in 1999.

Christopher Ross, Partner
Paul Hastings LLP

Describe your practice area and what it entails.

I represent lenders in complex financing transactions of various types across multiple segments of the loan market and which serve a variety of purposes. For example, I regularly represent banks in connection with asset-based lending facilities, which are often used by companies for working capital and general corporate purposes. Many of my transactions are also event driven because one of the major sources of business for my lender clients is financing the acquisition of companies by private equity investors. In addition, I represent many “alternative” or “direct” lenders that provide acquisition financing but also look for special situations and unique lending opportunities. The breadth of my practice and diversity of clients really keeps things interesting to me.

What types of clients do you represent?

My client base is broad and includes traditional regulated banks as well as alternative lenders, such as investment managers, private debt funds, investment funds, specialty finance firms, commercial finance companies, and others. These representations generally are confidential, but my clients include many of the world’s most well-known capital providers, who invest in the middle market as well as the large-cap space.

What types of cases/deals do you work on?

My practice focuses on complex finance transactions and credit arrangements, including those featuring a junior capital component or multiple tranches of debt.

Examples include the representation of:

• The agent and principal lender of a $330 million financing package, the proceeds of which were used by a private equity investor to finance the acquisition of a specialty manufacturer. Working with colleagues from the firm’s Intellectual Property and Bankruptcy groups to analyze the collateral and enforcement implications of a critical patent license granted by a German company and governed by Swiss law, we conceptualized and implemented a bankruptcy remote special purpose vehicle to hold the patent license and ensure the client’s interests would be protected in the event of the borrower’s insolvency.

• The lenders, agent, and lead arranger of a $280 million initial term loan facility and a $45 million delayed draw term loan facility to a provider of fiber optic network services, the proceeds of which were used to refinance certain existing indebtedness of the company and for capital expenditures. This transaction required a federal and state-by-state analysis of complex collateral and approval issues due to the regulated nature of the company’s business.

• The agent and a lender in connection with the refinancing of a syndicated $775 million asset-based lending facility for a refined oil products distributor. 

• The agent and lender of a $575 million first lien term loan facility and a $200 million delayed draw term loan facility to finance the acquisition of a leading provider of machine vision and artificial-intelligence-powered video telematics solutions for commercial, public sector, and field services fleets by a private equity investor.

How did you choose this practice area?

Prior to law school, I had a job at a litigation consulting company where I prepared specialists in the areas of statistics and economics to testify as expert witnesses in commercial litigation. I enjoyed the challenge of analyzing the complex financial instruments that were often the subject of our cases and found that the attorneys always seemed to have the deepest understanding of those transactions. Therefore, I attended law school with the intent of practicing corporate law. When I began my practice in the finance group I was immediately energized by the quick turnaround and short deadlines involved in transactional work. I quickly grew to appreciate that our clients rely on us for our market knowledge and business sense, as well as to brainstorm and structure bespoke solutions to address unique issues.

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

There really is no typical day in my practice, and while I might begin the day thinking I know what to expect, things can change quickly; therefore, it’s useful to be very flexible. Any given day will likely involve drafting documentation or reviewing others’ written work, discussing issues with clients and formulating our position and approach, and negotiating deal terms with opposing counsel. Structures vary greatly from deal to deal, and it requires a thoughtful approach to each client and each transaction—there is never a “one-size-fits-all” solution. I also spend time teaching and mentoring junior associates and prioritize deepening and strengthening client relationships as well as forging new ones to expand my practice.

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

All corporate-related classes will be helpful, especially those that focus on contract drafting and interpretation. Secured transactions and bankruptcy are also key elements of my practice, so any substantive knowledge a student can gain from those classes will give them a great head start. Corporate Finance, which is often a business school class, is also useful because it provides attorneys with the background and vocabulary to allow them to speak to clients in their own language. Ultimately, on-the-job learning is more important than classroom knowledge, and an attorney who takes ownership of their career and skill set—and understands that the market is always evolving and that dynamics vary greatly from deal to deal—will find that ongoing self-study pays off in the long run.

What is the most challenging aspect of practicing in this area?

The most challenging aspect of the finance practice is that it is incredibly dynamic. Deadlines are always short, and the areas of focus vary from deal to deal and can also evolve quickly.  Juggling multiple transactions at once (many with cross-border or intercreditor issues, which each add layers of complexity) requires finance attorneys to be very flexible, but successful ones find these elements of the practice invigorating.

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

Junior lawyers will often start off drafting and revising ancillary documents and tracking the status of documents, signature pages, and UCC filings on a closing checklist. However, one of the great aspects of our practice is that we do not slot associates into a particular role based on their class level. Associates at all levels are encouraged to take on as much responsibility as they are comfortable with, and by showing their competency, they are afforded the opportunity to take ownership of more difficult documentation and lead the negotiation of more complex aspects of their deals.

What kinds of experience can summer associates gain in this practice area at your firm?

Due to the fast-paced nature of our deals, summer associates in our group may have the opportunity to see a transaction through from start to finish during their short time at the firm. As we have found that they are able to complete many of the same tasks that would otherwise be assigned to regular associates, we treat summer associates just as any other associate in our practice group. Summer associates will have the opportunity to participate meaningfully in all aspects of the transaction and get the true experience of a finance associate.

What are some typical career paths for lawyers in this practice area?

While many attorneys will choose to stay in the practice as lawyers within the firm, others may seek to go in-house. We have relationships with dozens of banks and private credit lenders, and there are always opportunities for in-house legal placement at these institutions. In addition, some attorneys will follow their interests towards the business side of transactional work and may ultimately find themselves in the role of clients.

Christopher Ross, Partner—Corporate

Christopher (“Chris”) Ross is a partner in the firm’s Finance and Restructuring practice. Chris’ practice predominantly consists of representations of lead arrangers and lenders—including banks and non-bank lenders (also known as “alternative” or “direct” lenders)—in syndicated and non-syndicated domestic and cross-border finance transactions, including asset-based loans, cash flow loans, and other types of financing arrangements. These transactions frequently involve complex intercreditor relationships, sophisticated or private equity-backed borrowers, cross-border considerations, and specialized collateral. Chris often advises on financings that are consummated in the context of other transactions such as acquisitions, recapitalizations, and restructurings. He has expertise in the Uniform Commercial Code, bankruptcy law, intercreditor arrangements, contract law, and secured lending generally, and has experience in a variety of industries including technology, health care, energy, retail, media, communications, and manufacturing.

For more information about Chris’ practice, please refer to: https://www.paulhastings.com/professionals/details/christopherross 

Elizabeth Reza, Partner
Ropes & Gray

Describe your practice area and what it entails.

I work in the asset management space, and more specifically, in the registered funds area. This is a regulatory practice, which means that what we are doing is very much prescribed by certain bodies of law and a regulator—the Securities and Exchange Commission (SEC). I work with SEC-registered advisers who sponsor and advise SEC-registered funds that are offered to the public. So we work regularly with the SEC staff and are subject to the staff’s guidance and the regulations that the SEC promulgates from time to time.

What types of clients do you represent?

I represent SEC-registered investment advisers and the funds that they sponsor, as well as the independent directors on the boards that oversee these funds. In my practice area, we can be in three different roles—fund counsel, adviser counsel, or independent director counsel. In some cases, you can fill two of those roles for a single client at the same time. So, we can act as fund and adviser counsel or fund and independent director counsel. But we can never be independent director counsel and adviser counsel for the same fund complex because there would be a conflict between representing the interests of the independent directors and the interests of the adviser.

My clients include the Voya Funds, Stone Ridge Funds and Stone Ridge Asset Management, the Independent Trustees of the Nationwide Funds, and the Independent Trustees of the DWS Funds.

What types of cases/deals do you work on?

For my primary clients, I handle or am involved in some way with almost any legal or business issue that makes its way to Ropes & Gray.  Each of our clients has a “team” at Ropes that works with the client on an ongoing basis. For example, I have represented one of my clients since 2000, which means I really get to know them as people, in addition to understanding how their business works and their risk tolerances. This deep understanding helps us provide counsel in a way that keeps their business in mind and is sensitive to the matters that are most important to them.

Work that I tackle on a day-to-day basis might include a new fund launch, working on compliance program questions, dealing with a compliance breach, working on an acquisition or reorganization both at the adviser level or fund level, or counseling directors at a board meeting. It could also include researching, analyzing the application of newly promulgated rules, or writing a difficult opinion. Within a single day, I might see many different aspects of a client’s business.

How did you choose this practice area?

I initially anticipated that I would be a transactional lawyer, but transitioned into the asset management space because I ultimately wanted a more flexible practice. I had my first child in law school and have four children now, so the flexibility and structure of asset management worked well for me with having such a large family.

Though the group and our clients are very busy, this area is more predictable in terms of the times that will be “extra busy,” so I can plan ahead. It also allows me flexibility to regularly spend time with my family in the evenings and log back online later to meet my deadlines for the next day.

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

I spend most of my day with clients and other lawyers at the firm, grabbing time in between calls and meetings to review drafts of various documents that have been sent my way over the course of the day by clients or associates. On the client side, I am answering questions about fund structures, compliance issues, or the application of SEC guidance or a rule. There is usually a fire or two that we need to handle as well.

On the Ropes & Gray side, in my practice area, we staff our work in client teams, so I work with the same associates for a particular client on a regular basis. This consistency enables all team members at every level to get to know our clients and develop their own relationships over time. This means that the clients will regularly contact our associates directly for assistance, and I get looped in as needed by the associates. For example, an associate might ask me to review a proposed response, to talk through the associate’s analysis of the question, or to review a mark-up before it goes back to the client. 

I am also proud to serve, with two other partners, as a co-chair of the Ropes Multicultural Forum. This group has always been an important part of my life at Ropes—in fact, my favorite event as a summer associate way back in 1996 was the dinner for diverse lawyers in the Boston office with spouses/significant others at Diane and (future Massachusetts Governor) Deval Patrick’s home. The group was a warm and welcoming community within the larger firm. As a co-chair, I work with other members of the forum on different events and projects to build a sense of community among the diverse lawyers at the firm. The year 2020 brought unique challenges—some of them very particular to the diverse lawyers within our community—and the members of the Ropes Multicultural Forum have worked to meet those moments with hard work, courage, and compassion.

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

Relatively few law schools have classes that are focused on asset management or the registered funds space, so I recommend students take a securities regulation class because that will give them a sense on whether or not they will enjoy working through the securities law. Our practice is, at base, a securities law practice, and while we work with the Securities Act and the Exchange Act on a regular basis, the securities laws that really drive what we do are the Investment Company Act and the Investment Advisers Act.

What is the most challenging aspect of practicing in this area?

To me, the most challenging aspect of my practice is that the regulations and guidance from the SEC are always changing, which means that we have to stay on top of the guidance and the new rules that get passed. While it’s challenging, it’s also the best thing because the work is never boring or routine. I’ve been practicing for 23 years, and I still get questions that I don’t know the answer to and have to dig in to figure out.

What misconceptions exist about your practice area?

One of the biggest misconceptions is that the work is boring and you spend your entire day reviewing prospectuses. I personally spent my first two years at the firm avoiding this practice area because that’s what I had always heard. I was so pleasantly surprised after taking on my first client in this space to find that it was anything but boring. This practice is so broad, and you have to go deep in order to be a good lawyer and provide the judgment calls that clients need.

What is unique about your practice area at your firm?

One of the unique aspects about the Registered Funds practice at Ropes & Gray is its size—we have one of the largest, premier practices in the country. The size of the practice and the wide array of clients that we serve allow us the benefit of internal knowledge sharing and intel to better serve our clients. While we’re large, we’re also a tight-knit group. We’ve done a number of different things over the course of the pandemic to stay connected. They range from practice group events by office (e.g., trivia) to cross-office “pods” that meet by Zoom every three to four weeks just to stay connected (or make connections). We’ve also had different practice group games from time to time—e.g., guessing who people are from their baby pictures, two truths and a lie, etc.. In addition, for the first three to four months of the work-from-home period, on a rotating basis, the partners called two junior associates each week just to check in, say hello, make sure that everything was working from a technology perspective, and see if there was anything needed as everyone settled into this unusual time.

In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?

In many ways, nothing has changed in terms of our practice. Since this is a regulatory practice, there was never a moment of downtime because the SEC has continued to pass regulations throughout the year. So asset managers and our attorneys have needed to digest these new rules and begin the process of complying with them. The SEC’s exam staff has also stayed very busy throughout 2020, so we’ve also been helping clients respond to exam questions and findings.

The biggest shift has been that the boards that oversee the funds have had to adjust to meeting virtually.  By law, these boards typically meet in person to take certain actions. With the pandemic, the SEC has provided relief to allow the board to meet virtually. As a result, the boards, adviser, and counsel have all had to adjust to a new way of doing business in the board room. Over the course of the year, boards have settled into this virtual environment quite effectively. And we continue to look at ways to replace the in-person lunches, dinners, and other meetings to remain connected with our clients.

Elizabeth Reza, Partner—Corporate

Elizabeth Reza, a partner in Ropes & Gray’s Asset Management group and co-head of the Registered Funds group, counsels asset managers on the creation and operation of registered investment companies, including new open-end and closed-end (including interval) funds of all types, with a particular emphasis on registered fund structures that are conducive for offering novel strategies and asset classes to retail investors. She has deep knowledge of the regulatory regimes applicable to registered funds and is able to leverage that knowledge to analyze the unique issues raised by these asset classes. In addition, she has extensive experience working with the staff of the Securities and Exchange Commission on issues related to the registration of funds pursuing novel strategies. Elizabeth also works with clients on their compliance programs; disclosures in offering documents, shareholder communications, and advertising materials; effective governance structures and practices; and responses to regulatory inquiries and investigations.

Related Vault Guides
Check out some of Vault's guides that are related to this field.
Top Ranked Firms
Check out the top-ranked law firms in Banking & Financial Services.