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Overview

Securities or Capital Markets attorneys help companies raise the money they need to operate by representing issuers and underwriters in securities transactions, including IPOs, stock offerings, and debt offerings in public markets. Securities attorneys also counsel clients on corporate governance and how to comply with securities regulations, including the ’33 Act, the ’34 Act, and Sarbanes-Oxley. Some practitioners fold securities law into a general corporate practice while others specialize in the area. Typical day-to-day work includes performing due diligence, drafting documents, interacting with the SEC, and negotiating offerings. Some securities lawyers advise emerging companies on stock and options plans for their employees. Securities attorneys are in demand for in-house roles, whether that is to shepherd a startup through the IPO process, to handle SEC reporting and compliance for a publicly traded company, or to work at an investment bank acting as the underwriter for debt and equity offerings. Securities attorneys are often in demand in compliance departments, and increasingly Chief Compliance Officers are former practicing securities attorneys.

Featured Q&A's
Get an insider's view on working in Securities from real lawyers in the practice area.
Sasha Rosenthal-Larrea, Partner
Cravath, Swaine & Moore LLP

Describe your practice area and what it entails.

At a high level, my practice involves building business-oriented financing solutions, such as the structuring of market-clearing deals, for clients across all industries and regions. I represent financial institutions and corporate clients in complex matters, such as investment-grade and high‑yield debt offerings as well as equity financings, syndicated loans, and other leveraged acquisition finance transactions. I also advise public company clients with respect to governance, public disclosure, and other corporate matters.

What types of clients do you represent?

I represent public and private company issuers and borrowers, as well as traditional bank and institutional investors arranging or providing financing. I recently represented the underwriters or initial purchasers in offerings of Analog Devices, Axalta, Mattamy, Sabra Health Care, TransDigm, Community Health Systems, and William Lyon Homes. I also represented Rogers Communications, Ferroglobe, and The Walt Disney Company in their notes offerings.

Over the past year or so, COVID-19 has changed the landscape in which we operate, and all clients have been affected in one way or another. I have been closely involved in advising on appropriate updates to disclosure, as well as a variety of financings in this new market, both opportunistic and necessary.

What types of cases/deals do you work on?

The majority of the transactions I work on are registered or unregistered debt and equity offerings and leveraged loans, both to fund acquisitions and for working capital and refinancing purposes. What drew me to finance is the context in which you are issuing—you are dealing with debt, but what you are really doing is building a financial package that will form part of the issuer or borrower’s long-term capital structure. They will need to live with covenant packages we help craft for a long time. The transactions require you to understand each individual company’s business growth drivers and risks and require creativity regardless of whether you’re representing the company or the financial institutions. I enjoy analyzing the long-term effects of what we are putting together and making sure our clients can thrive with it into the future.

It is critical that issuers and borrowers have the flexibility to grow but that there are also constraints in place so that value isn’t depleted for investors.

How did you choose this practice area?

When I came to Cravath, I had no strong sense of what practice I wanted to go into, but because of our rotation system, I was able to work on a wide range of matters. I started in the Capital Markets and Bank Finance group—the same group that I am now a part of—and I loved my first rotation. I got a lot of meaningful experience in equity and debt capital markets and bank finance, just to give a few examples.

The generalist training I received as an associate has been especially valuable in terms of nimbleness and flexibility to align with my clients’ changing needs. Companies and their advisors used to map one predetermined course of action and follow it to completion; whereas, now, they can be more agile in their decision-making. If a client comes to the firm wanting to do a high-yield bond deal and later decides to switch to a secured term loan, I have the ability to support them in either decision while keeping the same team of lawyers. It’s a credit to our system that we are able to help our clients maintain continuity and efficiency as they evaluate the best options.

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

My day-to-day is very different depending on the type of matters I am working on, as well as the number. Based on client needs, I may spend time on banking and capital markets matters concurrently, while balancing those tasks with a number of other client-related relationship-building opportunities or business development efforts.

One consistent part of my everyday work is advising clients, whether on their financing transactions, their corporate governance, or a complex stand-alone issue. I love drafting and negotiation, but I particularly enjoy being the first stop for advice and building clients’ trust. That trust comes mainly from providing consistent, top-rate work, a prerequisite of which is a solid understanding of the market and the client’s business.

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

I think young lawyers must show intent and seriousness in every aspect of their work. As an associate, take ownership of your work as early as possible and seek out responsibility. Push yourself to produce careful and top-quality drafts. This will earn you the confidence of the clients and partners with whom you work.

At the same time, don’t lose sight of the big picture: your clients’ business objectives and constraints. Keep that at the front of your mind because that is how you are going to learn quickly and become an effective deal lawyer, as well as someone your clients can rely on to handle their most complex and important matters.

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

No two deals are the same. For this reason, clients will keep coming to us with new questions—things we may have no precedent for or that require creative solutions. Challenges might come in the form of time constraints, unfavorable market conditions, or intricate existing capital structures, which might need to change to allow a new piece of financing. This is the reality in our Finance and Capital Markets practices, where we strive to fulfill clients’ business and financial objectives within changing economic conditions. It is, therefore, important that we are not daunted by anything novel, so that we can continue to devise creative solutions for our clients.

What is unique about your practice area at your firm?

At Cravath, we rarely work in silos. That is not how we practice as associates, and that ethos carries over to how we operate as partners. Because nearly all our partners were trained as associates here, we each build a solid base of knowledge in practices other than those we work in as partners. Practicing as a generalist lawyer means that while I might be advising clients on an acquisition financing, because of my previous experience in M&A, I know my way around the acquisition documentation and have a good perspective of how the financing fits into the bigger picture.

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

Our associates are typically charged with significant responsibility early in their careers, and they play an integral role in every transaction they work on. Most importantly, we expect them to be in regular communication with our clients and developing their skills in this area, starting their first day. Our aim is that, over the course of their rotation, each junior associate will have the opportunity to work on a broad spectrum of matters, ranging from investment-grade registered offerings to acquisition finance for leveraged buyouts to high-yield debt offerings to IPOs.

In terms of actual tasks, junior associates are integral members of leanly staffed teams, and as such, they are expected to be fully looped into the process and assist as needed. A junior associate at the very start of her career would be in charge of managing and coordinating the full working group and ensuring that the financing and documentation process moves forward in a timely manner. In a capital markets transaction, she would also be responsible for overseeing the due diligence effort, including ensuring the accuracy and completeness of disclosure and negotiating customary “comfort” documentation with the issuer’s auditors. To the extent she is working on a secured transaction, she would likely be the point person for all collateral matters. Lastly, there are a number of closing documents and corporate approvals that would be her primary responsibility as well. As soon as these tasks are mastered, we would expect the junior associate to take on more responsibility, including leading smaller and less complex transactions by the end of her first rotation.

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

Teamwork is at the heart of Cravath’s culture and integral to how we staff our matters. As a law student, I was very intent on picking a firm that would be collaborative, where people were working together and helping each other and where there was no incentive to compete with colleagues internally. It is rare for me to work on a deal in which I do not weigh in with at least one or two other partners, and it is safe to say I rely on all my other partners for support. I have found this to be true both in the Corporate department and across the firm, and it is a great benefit to me as a partner, but also to our clients, who receive the best advice of the firm as a whole.

Sasha Rosenthal-Larrea, Partner—Corporate

Sasha Rosenthal‑Larrea is a partner in Cravath’s Corporate department. She represents financial institutions and corporate clients in a wide variety of matters, including investment grade and high‑yield bond offerings and equity financings, syndicated loans, and other leveraged acquisition finance transactions.

Sasha was born in Washington, DC. She received an A.B. from Brown University and a J.D. from Columbia University. She joined Cravath in 2011 and was elected a partner in 2018. She worked in the firm’s London office in 2014 and 2015 and is currently based in the firm’s New York office.

Sasha is Cravath’s 2020 Leadership Council on Legal Diversity Fellow. She is a partner liaison for the firm’s Hispanic/Latinx Affinity Group and is actively involved in its LGBTQ+ Affinity Group, Women’s Initiative, and Diversity Committee. Sasha is currently working with Volunteers of Legal Service to address the needs of those impacted by the COVID-19 pandemic. She is also leading the Cravath team providing Period Equity with state-by-state research and strategic advice with respect to challenging the sales tax on menstrual products.

Shannon Delahaye, Partner
Wilson Sonsini Goodrich & Rosati

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 Wilson Sonsini 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.

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.

Laura Kaufmann Belkhayat, Partner
Skadden, Arps, Slate, Meagher & Flom LLP

Describe your practice area and what it entails.

My practice involves a wide range of capital markets transactions, including public and private offerings of equity and debt securities and initial public offerings; minority and strategic investments; and acquisition finance, spin-off, and restructuring transactions.

What types of clients do you represent?

I advise a variety of clients, most notably corporations, private equity sponsors, REITs, and investment banks. They include household consumer names, financial institutions (both as underwriters and for their own capital raising), health care and real estate companies, and other public companies across many industries.

Specific examples include BlackRock, which I’ve represented in connection with numerous transactions, including secondary offerings of its common stock, offerings of senior notes, and equity exchanges. I advised Centene in its financing acquisition of Fidelis Care and Maple Parent Holdings, as well as Keurig Green Mountain in its financing acquisition of Dr Pepper Snapple Group. I also counseled SL Green Realty in several financings, including offerings of senior notes, exchangeable notes, and common and preferred stock.

What types of cases/deals do you work on?

While my practice is fairly broad, I frequently work on debt transactions, either to raise capital for operations and manage client balance sheets or to fund major transactions. I also work on equity investments, often where a client seeks to make a strategic investment in a complementary or early stage business. In addition, I work with sponsors on various aspects of their portfolio companies’ balance sheets, as well as on their exit transactions. Finally, I advise companies day-to-day on the terms of their existing securities, corporate governance, and SEC reporting issues. 

How did you choose this practice area?

When I started as a summer associate in Skadden’s New York and London offices, I thought I would pursue intellectual property due to my science background. After taking on assignments in multiple practices that summer, however, I learned I really enjoyed the deal side, particularly the capital markets. I returned as an associate and participated in the New York office’s corporate rotation program, which solidified my interest in capital markets work. I enjoyed the variety of work and the broad base of clients. I was able to really learn about companies and what they do, their strategy, and their markets.

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

Much of my time is spent in an advisory role for my clients—helping them with transactions, evaluating their goals against their existing capital structure, and analyzing the flexibility they have to complete a transaction. I lead teams that execute the financings the clients choose. I also spend a big part of each day answering questions on governance, compliance, and reporting, as well as collaborating with other practices at Skadden.

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

A finance education isn’t required for the job. I studied molecular biology before attending law school, where I was exposed to the basics of corporate law. My training as a summer and junior associate covered securities and market fundamentals. However, capital markets really is a “learn on the job” practice. I have found that my science-related skills, such as taking a quantitative, analytical, and logical approach, have played a big part in my professional development and helped me provide value at different stages of my career. For those considering going into capital markets, any coursework or exposure to financial statements—less with a focus on accounting principles and more about what they actually mean—is helpful. Securities regulation and M&A seminars and clinics also are helpful because they provide exposure to major considerations in deals.

What do you like best about your practice area?

I enjoy the variety of what we do here at Skadden. I represent banks, sponsors, private equity firms, established companies, and startups in every industry and at almost every stage of capital formation in a wide range of transactions. I work with clients for many years on numerous transactions, allowing me to get to know their businesses, which vary across industries. I might, for example, handle a securities offering for acquisition financing, which could be debt or equity or both; then a tender offer; and then a minority investment—all for the same client.  

What is unique about your practice area at your firm?

Skadden’s Capital Markets practice is unique because of its breadth. Our practices don’t function in silos, either by industry or transaction type. Some firms focus on industry verticals. Others may have different teams for debt and equity or only work on particular types of transactions. Skadden’s Capital Markets practice covers the whole spectrum. We also work with both issuers and underwriters, which is a real asset to our clients because we understand the issues and what is critical to both sides of a transaction, allowing us to take a commercial and constructive approach to matters.

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

Unlike other corporate practices, ours is evolving as the model for utilizing the market shifts. Ideas on if, how, or when to go public are changing, particularly as the market reacts to entrants with high valuations or disruptive business models. Pursuing an IPO has always been only one of a variety of monetization strategies, but we saw with some direct listings that companies may seek to enter the market without immediately raising capital. The high number of SPAC (special purpose acquisition company) offerings has also produced an effective new path into the market, as existing SPACs implement the second phase of their strategy and acquire targets. Because the ways in which a company may become public have been changing, we are giving more thought to those possibilities earlier on in the capital formation process.

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

Because of the breadth of our practice at Skadden, our associates take a number of different career paths. The work they do provides the necessary growth in practice and skill set to make partner, go in-house at a bank, or move to a corporate in-house position in a private or public company. An interesting opportunity that has come up for some of our associates is to go to a company that is getting ready to or intends to go public because they can provide a lot of value to the management team as they prepare to transition to a listing and grow with that company during their transformation period.

Laura Kaufmann Belkhayat, Partner—Capital Markets

Laura Kaufmann Belkhayat represents corporate clients, private equity sponsors, REITs, and investment banks in a variety of capital markets transactions, including public and private offerings of equity and debt securities and initial public offerings, as well as acquisition finance, spin-off, and restructuring transactions.

Her experience includes advising on issuances of investment-grade and high-yield indebtedness for both issuers and underwriters. Ms. Kaufmann Belkhayat also counsels numerous REIT clients and underwriters of REIT securities in a wide variety of transactions. In addition, she advises on M&A-related matters, particularly private equity financings, strategic investments, and financial arrangements.

Ms. Kaufmann Belkhayat is a member of Skadden’s Partner Selection and Legal Opinions Committees. She completed her J.D. at Harvard Law School and received her B.S. from Duke University.

Rachel D. Phillips, Partner
Ropes & Gray

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.

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.

Roxane Reardon, Partner • Ben Heriaud, Associate
Simpson Thacher & Bartlett LLP

Describe your practice area and what it entails.

Roxane: Our group handles the full range of debt and equity capital markets transactions on behalf of issuers and underwriters. Within debt, we advise on investment-grade and high-yield, and on the equity side, we cover IPOs, follow-ons, secondaries, and equity-linked transactions, which are convertible products. We train associates to cover the full sweep of deals, but as our lawyers become more senior, they tend to develop areas of concentration; my focus is on IPOs and equity-linked transactions.

Ben: Like Roxane, I represent companies across a wide array of industries, as well as investment banks and private equity sponsors, in connection with securities offerings and other financing transactions. Additionally, I often advise clients on financing issues in sell-side M&A transactions.

What types of clients do you represent?

Roxane: I have a relatively balanced practice of both underwriter and issuer work, and I counsel companies that range from smaller, $500 million businesses to highly established, $100 billion institutions. Over the past year, I advised banks in transactions for U.S. Steel, Boston Scientific, and UnitedHealth Group, and throughout the pandemic, I have been working very closely with Carnival Corporation, which issued billions of dollars in debt and equity offerings to fight through the economic shutdown.

Ben: I also represent both underwriters and issuers and have been fortunate to work with most major investment banks in transactions involving issuers in multiple industries. Recently, I worked on multiple issuances for companies in the technology space; I also recently represented JPMorgan and the other dealer managers in an offering by GameStop, the world’s largest video game retailer.

What types of cases/deals do you work on?

Roxane: The IPO part of my practice involves diving deeply into a company before it’s public and setting the stage for how the business will present itself to the market. As IPO counsel, you help write the company’s market-positioning story, explaining to the world who the company is; it’s a critical and rewarding time to be involved. On the equity-linked side, the deals I handle take place on a much shorter time frame. The products themselves are complex—they’re debt instruments with an embedded equity option—and involve a distinct set of legal intricacies. Recently, I handled the IPO of Acushnet, which owns Titleist and Footjoy, and advised the underwriters in a $2.5 billion stock offering by Charles Schwab and in a $2 billion debt offering by CVS.

Ben: My work runs the gamut and includes IPOs, high-yield and investment-grade debt, debt restructuring, acquisition financing, and PIPEs, which are private investments in public equity. This past year, I worked on several deals for a company called Shift4 Payments, advising in connection with its IPO, as well as on additional issuances of common stock and high-yield and convertible debt.

How did you choose this practice area?

Roxane: I enjoy the fact that capital markets work has two very distinct elements—disclosure and products—which draw upon different skill sets. In preparing disclosure, we have discussions with the company’s management team and really get to know the business, learning its strengths and business strategy as well as the business risks; you need to keep an eye on all of these issues to tell a complete story, both operationally and financially. The product side is challenging, and I’ve found it enormously rewarding to help companies throughout the pandemic.

Ben: I did a rotation in Capital Markets and enjoyed learning about different companies and working on the broad variety of finance transactions we handle that touch so many key elements of a company. Capital markets work allows me to be a generalist—to work on debt and equity deals across many industries—while giving me a platform to develop expertise in securities laws and regulations, which I can apply to every deal. I also enjoy working with a wide array of complex products; no two deals are really the same.

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

Roxane: One thing most days have in common is that time is of the essence! When we’re working on an IPO and building something from scratch, the overall project tends to take a significant block of time, but the company is focused on getting to market at a particular time, so we need to work quickly to meet that objective. Even deals with shorter timelines still involve a series of steps, and each step must be completed properly and quickly so we can move on to the next and ultimately cross the finish line. For associates, a key part of training is to learn the steps and understand the sequencing and interplay among them.

Ben: Every day brings new challenges and issues. My role as a senior associate is a hybrid of sorts, where I advise clients on high-level issues while also managing the process of the deal itself, making sure that we are working towards each of the milestones necessary to get the deal done. As you become more senior, you’re increasingly involved with higher-level questions and points of discussion, which keeps things interesting.

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

Roxane: There are no barriers to entry at all, though I do encourage junior lawyers to keep current with market events. I begin every day by reading DealBook, which provides summaries of major events that impact the marketplace, from government developments to M&A deals, IPOs, and management changes. The better understanding a junior lawyer has of the market, the more our deals and the overall process will make sense and the more natural the job will feel. Having a basic accounting class under your belt is also helpful; financials contain so much information and are often the first place I look to learn about a business.

Ben: One of the things I’m most proud of about the firm is the way we train our associates. We begin with foundational principles and work hard to ensure that every associate learns each step in a deal—and performs each step—with the expectation that one day that associate will be the teacher. The best way to learn something is by doing it, and it’s a priority that all lawyers in our group receive that broad base of experience.

What is unique about your practice area at your firm?

Roxane: Our practice is unique because it’s very balanced. Unlike some firms that focus on either underwriter or issuer work, we do both evenly—and this gives us special insight. I believe we’re better at advising issuer clients because we understand what’s driving the banks, and we, likewise, advise our banking clients better because we understand the sensitivities on the issuer side. We’re also uniquely balanced in terms of our focus on both debt and equity instruments.

Ben: I really enjoy the breadth and balance of our practice, as well as the strong client relationships the firm has established over the years, which allow us to become highly integrated with our clients. We learn so much about a company’s business and capital structure through our transactions, and this enables us to provide valuable advice in future deals. We often work with clients in multiple transactions, further strengthening the firm’s relationships.

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

Ben: Our deals are staffed leanly, and junior lawyers get as much responsibility as they are able to take on. When an associate shows that she’s capable, she’s quickly given additional opportunities. Junior lawyers tend to run point on the diligence process, both in terms of making requests and reviewing diligence documents, and regularly help with drafting and with researching issues as they arise.

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

Roxane: COVID has had an enormous impact on the Capital Markets practice, as many companies needed capital quickly, and the firm stood ready to help. The volume and pace of deals our group handled are truly breathtaking, and it has been one of the most rewarding years I can think of. Throughout, we’ve guided critically important rescue financings on behalf of companies badly hurt by the pandemic, like Carnival. Since COVID began, our group has used every lever within the capital markets machinery to help clients weather the storm.

Ben: As a result of COVID, certain businesses, through no fault of their own, saw their revenues essentially drop to zero overnight, and we felt an enormous sense of urgency and responsibility to help. I found it very rewarding to work with Cinemark, which operates more than 500 theatres throughout the U.S. and Latin America. We represented the initial purchasers in Cinemark’s debut secured notes offering and subsequently advised on Cinemark’s significant private placement.

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

Roxane: Our practice is highly collaborative, which is one of the reasons I enjoy it so much. Everyone is in it together—the issuer, underwriter, company counsel, and underwriter counsel. There’s no “I win, you lose” mentality; instead, we all succeed when we get to the other side and issue the security. For this reason, we make decisions collaboratively, bringing different perspectives to the table with a common sense of purpose. We also enjoy a high level of collaboration within the firm itself. Capital Markets lawyers rely heavily on other practice groups such as Tax, Environmental, Intellectual Property, and Regulatory to understand the business at issue. We bring every part of the firm to bear.

Roxane Reardon, Partner, and Ben Heriaud, Associate—Corporate

Roxane Reardon is a partner in the firm’s Corporate department, where she is a member of the Capital Markets practice. She principally represents issuers and investment banks in registered and Rule 144A offerings and private placements of equity, equity-linked, and debt securities. A 2020 Law360 MVP in Capital Markets, Roxane is a two-time recipient of the Americas Women in Business Law Award for “Best in Capital Markets.” Among her transformative deals, Roxane advised underwriters in the public offering of $40 billion of senior notes by CVS Health, the third-largest corporate bond sale on record, and advised on billions in offerings by Carnival, U.S. Steel, Boston Scientific, and others. Roxane graduated cum laude from Harvard and received her law degree, with honors, from Duke.

Ben Heriaud is an associate in the firm’s Corporate department, where he represents investment banks, private and public companies, and private equity sponsors in a wide range of securities offerings, including IPOs, follow-on equity offerings, and high-yield and investment-grade debt offerings, as well as other capital markets and M&A transactions. His recent representative transactions include advising underwriters in the IPOs of Duck Creek and Shift4 Payments, KKR in offerings to finance its acquisition of Global Atlantic, and the initial purchasers in debut high-yield offerings by Ferrellgas, Shift4 Payments, and Switch. Ben received both his B.A. and J.D. from the University of Virginia.

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