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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.
Stuart G. Downing, Partner
Cahill Gordon & Reindel LLP

Describe your practice area and what it entails.

The focus of my practice is to represent leading investment and commercial banks in financing transactions which include, among other things, high-yield and investment-grade debt offerings, equity offerings, and liability management transactions. These transactions often occur as part of the financing that supports a broader M&A transaction (including leveraged transactions by private equity sponsors).

What types of clients do you represent?

I regularly represent leading investment banks, including Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, J.P. Morgan Securities, Morgan Stanley, SunTrust, and Wells Fargo. I have also represented certain non-regulated banks such as Jefferies, Nomura, and Macquarie.

What types of cases/deals do you work on?

Cahill’s corporate finance practice has consistently earned leading rankings in legal league tables as legal advisor to underwriters and bank arrangers. In the capital markets practice, Cahill has been the No. 1 legal advisor to U.S. high-yield bond underwriters since 2005. With that in mind, some examples of transactions I have worked on throughout the years are as follows:

  • Symantec Corporation’s $1.0 billion senior notes Rule 144A offering, the proceeds of which were used in connection with its acquisition of LifeLock, Inc.
  • L Brands, Inc.’s (parent company of Victoria’s Secret, PINK, Bath & Body Works, and Henri Bendel) 2018 Rule 144A debt exchange offer.
  • Envision Healthcare Holdings, Inc.’s $1.1 billion IPO, as well as over $4 billion in aggregate gross proceeds from secondary public offerings.

How did you choose this practice area?

My experience as a summer associate at Cahill gave me enough insight into the capital markets practice to allow me to be confident it was where I wanted to spend my career. The unique aspect of Cahill’s summer program (both then and now) is that it is focused on providing summer associates with experience on active transactions. In fact, summer associates are integrated immediately onto active teams and, in turn, become integral members of their teams. Also, summer associates at Cahill have flexibility to experience both corporate and litigation assignments, which helps round out a summer associate’s experience.

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

Our capital markets practice is extraordinarily active, so as opposed to describing a day or week as “typical,” I would say that on a daily basis, I am required to use a host of skills which I have developed over my career. I may be assisting a client in evaluating and structuring a new transaction, addressing a novel question which has arisen for an ongoing matter, or negotiating various contracts across multiple transactions which are at varying stages of development. Because of the level of transaction activity at any point in time, I am very engaged in my work and there is rarely a “dull” day.

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

In terms of law school, I would recommend a student take classes in securities regulation, corporate finance, and accounting for lawyers. It is also important to have an internal drive and curiosity to become more knowledgeable in whatever field one pursues. Law school can provide some basic tools, but the real training happens once you enter the profession.

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

The most challenging aspect of my practice is dealing with the not so “clear-cut” areas of a particular issue. It could be, among other things, an interpretation of a particular contract provision or a disclosure question in the context of an offering document. One thing for sure is that these issues arise regularly, and as a lawyer, one does their best to be prepared and anticipate them.

What do you like best about your practice area?

Any practice of law is challenging in terms of the substantive issues that present themselves and the time commitment, but the reward is to be able to meet those challenges day in and day out—to be creative and solve complex problems. Intellectually, this is one of the most rewarding aspects of being a lawyer. In addition, client development and relationship building are also very rewarding.

In my specific practice area, there are opportunities to become familiar with various businesses and industries while assisting a company in navigating its way through a capital markets transaction.

What misconceptions exist about your practice area?

I spend at least half of my day on the phone and/or in meetings with clients despite the common perception that a lawyer’s work is mundane and only about “pushing paper.” I cannot say there was anything I wish I had known prior to joining Cahill, although there was plenty I did not know. I was fortunate enough to find a firm which pushes its associates to take on a significant amount of responsibility at the earliest stages of their career. While this can be a bit daunting at first, ultimately, it is empowering. That said, I expected a demanding and challenging practice (and certainly also a rewarding one), and those expectations were met many times over.

What is unique about your practice area at your firm?

Cahill has a “free-market” approach to assignments. In the capital markets practice, our associates have significant flexibility to accept or pass on any transaction which needs to be staffed. While the firm has formal and informal mentorship and development programs, our philosophy is that associates are expected to proactively pursue work that interests them and seize opportunities which present themselves. It also means associates have some degree of control over their own work flow. Since I first joined Cahill in 2000, we have worked to improve the support structure in place which assists associates to better transition from law student to full-time associate. This includes, among other things, improving our continuing legal education programs and developing a more robust mentoring arrangement between partners and associates.

Stuart G. Downing, Partner—Corporate

Stuart G. Downing is a member of Cahill Gordon & Reindel LLP’s corporate practice group. He joined Cahill in 2000 and became a partner in 2009. He represents leading investment banks and commercial banks in financing transactions, including debt and equity offerings and bank financings, as well as tender offers and consent solicitations. His practice also has included representation of companies in connection with general corporate and securities law matters.

Stu is co-chair of Cahill’s Diversity and Inclusion Committee and a member of the firm’s Legal Recruiting Committee and has been recognized as a leading finance lawyer by The Legal 500. Stu received his B.A. from Siena College in 1995 and received his J.D. from Georgetown University Law Center in 2000.

Deanna Kirkpatrick, Partner
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

My practice includes public equity, debt, and other securities offerings by U.S. and European issuers. I work for issuers and underwriters in connection with a variety of capital markets transactions, including initial public offerings.

What types of clients do you represent?

In my issuer-side practice, my clients represent a variety of industries, with a particular emphasis on retail and health care. My clients include VF Corporation, L Brands, and Walgreens. On the underwriter side, I advise all the major investment banks on debt and equity offerings, as well as other securities-law-related matters.

What types of cases/deals do you work on?

I work on equity and debt offerings, as well as advising on corporate governance issues, Sarbanes-Oxley compliance, and other SEC reporting matters for my clients. My recent deals have included the IPOs of Orchard Therapeutics—where I served as underwriters’ counsel—and One Madison Corporation (a special purpose acquisition company)—where I represented the company. I’ve also worked on common stock offerings for companies such as Kala Pharmaceuticals and Melinta Therapeutics, as well as debt offerings for TD Bank, the Province of Ontario, and the Province of Alberta, among others.

How did you choose this practice area?

After I completed my law degree and M.B.A., I knew I wanted to be a corporate lawyer, but I wasn’t sure which practice I would end up in. I was drawn to capital markets pretty early on, however. I loved the element of learning about different companies in different industries—learning about how different businesses operated and how they addressed the particular challenges they faced on both a macro and micro level. On top of that, I found it gratifying to be able to help companies raise the money they needed to pursue their business goals.

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

A typical day could include several conference calls and meetings to draft disclosure or negotiate agreements for my active deals, along with due diligence calls and meetings to learn more about the companies I’m working with.

I also serve as Davis Polk’s finance partner, a role I’ve held since 2011, so my days can also include meetings with our Management Committee or presentations to the partnership. In addition to managing my deals, I operate much like a CFO of a corporation might—I’m responsible for financial planning and budgeting, as well as analyzing and reporting our financial results.

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

There are certainly classes that I recommend to anyone thinking about a career in capital markets—accounting, corporations, and securities regulation to start. It is also helpful to take courses fundamental to credit/leveraged finance and M&A deals. But I find—and I think most of my partners would agree—that the best training and skill development really comes once you’re at the firm, working on deals.

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

Deals sometimes face very tricky disclosure issues. Issuer clients worry about disclosing sensitive issues and the potential implications of doing so, and we need to advise them through that process.

What do you like best about your practice area?

There is no time to be bored. Deals get done quickly, and I may jump from an IPO to a debt offering and back. Working with, and getting to learn about, so many different companies and clients keeps it interesting and fun.

What misconceptions exist about your practice area?

I think some people think corporate law is boring because of all the documentation involved. On the contrary, one of the things I love about my practice is the amount of contact I have with people all day long—both inside and outside the firm. It is not just about sitting in your office drafting documents.

What is unique about your practice area at your firm?

As one of only a few truly lockstep firms, Davis Polk ensures equal opportunities for all of our lawyers. Each and every one of us in the Capital Markets group has the chance to work on sophisticated matters in an environment that is collaborative, collegial, and supportive. It allows us to cultivate and draw upon the experience of all of our lawyers.

I think the key difference between Davis Polk and many other major law firms, though, is the growth opportunities it provides women. In addition to a wonderful platform from which to work on some of the most complex and interesting legal matters throughout my career, I’ve also been given extraordinary opportunities—like my position as finance partner.

Deanna Kirkpatrick, Partner—Capital Markets

Deanna Kirkpatrick is a partner in Davis Polk’s Corporate department and the firm’s finance partner, responsible for overseeing Davis Polk’s finances. A senior member of the firm’s Capital Markets group, she works for both issuers and underwriters in connection with capital markets transactions, including public equity, debt, and other securities offerings. Deanna has worked on offerings for issuers over a broad spectrum of industries, including health care, retail, financial institutions, utilities, oil and gas, media, and special-purpose acquisition companies.

Deanna graduated from Queen’s University in Canada and received her M.B.A. and LL.B. from the University of Western Ontario. She joined Davis Polk in 1989 and was elected partner in 1997. Deanna was named a “Distinguished Leader” by New York Law Journal in 2017, “Capital Markets MVP” by Law360 in 2016, and “Best in Capital Markets” by Euromoney LMG Americas Women in Business Law Awards in 2013.

Edward Best, Partner • Jennifer Carlson, Partner
Mayer Brown LLP

Describe your practice area and what it entails.

We counsel issuers and investment banks in connection with securities offerings. This includes helping draft or commenting on the offering documents, the underwriting or purchase agreements, and the agreements governing the securities. We often help our clients understand the process, from both a legal and a market standpoint.

We also get involved working through disclosure issues both in securities offerings and for periodic filings with the SEC. In addition, we counsel clients in corporate governance matters and ongoing stock exchange requirements.

What types of clients do you represent?

We represent issuers, underwriters, and investors. Some of the issuers Eddie represents, among other companies, are Chubb Limited (a global insurance company), Canadian Imperial Bank of Commerce (a large Canadian bank), and Nissan Motor Acceptance Corp. (the U.S. captive finance subsidiary of Nissan Motors). Some of the investment banks we represent include BofA Merrill Lynch, Barclays, Citigroup, Morgan Stanley, Raymond James, and Stifel. Jen also represents venture capital arms of corporations for investments in private companies and startup companies in connection with their formation and initial financing.

What types of cases/deals do you work on?

Mostly public and private offerings of securities. For example, we just represented the underwriters in a $600 million offering of senior notes by Kellogg Company (Eddie has represented the underwriters in Kellogg securities offerings for 30 years). We recently represented Potbelly (a sandwich shop company) in its initial public offering and the underwriters in the initial public offering of Workiva, a cloud-based platform for regulatory reporting. As an example of our startup company work, Jen recently represented Image32, a medical image sharing company, in its seed financing and acquisition by Citrix Systems, Inc.

How did you choose this practice area?

Eddie: I had the opportunity to work on a number of securities offerings when I was a summer associate and very junior lawyer. I liked the fact that most securities offerings only take about a month from the organizational call to the closing, as opposed to litigation matters that can last for years. I also found them to be very collaborative, as all the parties are working towards the same goal. Finally, I liked that you got to learn all about a company and its industry and then had to describe it in a way that investors could understand.

Jen: I like that capital markets work is structured and rule based, both at the federal and state level. We spend a lot of time consulting SEC rules and regulations but also get to interact with company executives to learn more about their businesses. I also enjoy the collaborative nature of securities offerings and the challenge of handling multiple transactions in short time frames.

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

Eddie: My week is usually composed of a lot of phone calls, often including lengthy due diligence calls where the issuer describes its business (which can be pretty cool when you hear a toy company executive talk about upcoming movies featuring their brands, though less cool when an insurance company executive gets very technical about reserving methodology). I also spend time reviewing and commenting on documents. On the actual day of a securities offering, the phone calls and emails don’t stop for hours as we coordinate the legal and documentation process among all the offering participants. And while all this is going on, you get random calls from clients on disclosure or corporate governance questions. It’s not uncommon for my time sheets to show I worked on 8 or 10 different things on a given day.

Jen: A typical day will start at 5 a.m. California time if we are launching a securities offering and will be non-stop action until after we price in the early afternoon. At that point, the pace might slow down, but then we are either drafting legal documents to close the offering, preparing for the launch of the next offering, or fielding calls and emails on general disclosure or corporate questions.

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

Eddie: Amazingly, there is very little I learned in law school that applies to my practice. Most of what we use, from a legal standpoint, is learned “on the job” and involves the intricacies of the federal securities laws, market practice, and good judgment. Being a really good proofreader and having good organizational and people skills are important non-legal aspects of the job. Someone once told me that being the smartest guy in the room won’t help if you also aren’t a nice person, and being the nicest person in the room won’t help if you don’t know what you are talking about.

Jen: I agree with Eddie—there was very little substance in law school to prepare for capital markets, except for classes on securities regulation, finance, and accounting (but the last two were actually offered through the business school!). However, it is critical for junior attorneys to ask questions and be curious about their practice area. I think that if you enjoy what you do, you naturally want to learn more about it.

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

Eddie: Keeping current on evolving legal and market developments.

Jen: Same answer as above—I never know what will occur on any given day! There are days I come to the office thinking it will be slow and end up working late into the evening or vice versa. It keeps me on my toes.

What do you like best about your practice area?

Eddie: The relationships I have formed with the clients, investment bankers, and even opposing counsel over the course of many years and many transactions.

Jen: I never know what will occur on any given day and learn something new nearly every day. A seemingly simple, repeat securities offering for the same issuer will inevitably have a new wrinkle or issue to figure out.

What misconceptions exist about your practice area?

Eddie: Someone once said that securities offerings were just a lot of “boilerplate.” I think capital markets work involves a lot of creativity and original work, especially when you are drafting disclosure where you have to be able to convey the important information in a way that people can understand.

Jen: I find that some people think we (Mayer Brown) only focus on IPOs/big public offerings. Our capital markets group is great at handling anything throughout the life cycle of a company, from startup company formation and seed financing through post-IPO follow-on offerings and public company compliance questions.

What is unique about this practice area at your firm?

Eddie: When I started at the firm, our capital markets practice was almost entirely based in Chicago and very Midwest-centric. We now have strong capital markets practices in a number of cities in the U.S. and also in Hong Kong, London, Paris, Frankfurt, and Brazil. We have also broadened our product offerings, which include investment-grade debt, high-yield debt, equity, liability management, and structured products. There are really very few, if any, products we don’t have experience with.

Jen: Our attorneys consult on a variety of securities matters throughout the world and are incredibly collaborative. Since I joined the firm, we have expanded our presence on the West Coast, which was also a personal matter because I moved from Chicago to Palo Alto to help drive this effort. Our particular practice in Silicon Valley has allowed me to collaborate with partners and clients around the world in places such as Brazil, China, India, and the UK.

Edward Best, Partner & Co-Head of Global Markets Group, and Jennifer Carlson, Partner—Capital Markets Group

Eddie Best is co-leader of Mayer Brown’s Global Capital Markets and Financial Institutions groups and serves on the firm’s partnership board. He is widely recognized as one of the nation’s leading capital markets attorneys. Eddie’s capital markets experience includes representing issuers and underwriters in connection with public and Rule 144A offerings of debt, equity, convertible, and hybrid securities in the U.S. and Europe; continuously offered debt and equity programs; offerings of structured products, including equity- and commodity-linked products; and liability management transactions, including equity and debt self-tenders, exchange offers, and consent solicitations. Eddie also has an active M&A practice focusing on transactions by financial institutions and financial technology companies. In addition, Eddie counsels public and private companies regarding corporate governance, securities law, exchange listing compliance, and other matters.

Jen Carlson’s practice focuses on capital markets and general corporate matters. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment-grade, high-yield, and convertible debt offerings; venture capital investments; and liability management transactions. In addition to her transactional practice, Jen counsels companies regarding securities law compliance, stock exchange listing requirements, fiduciary duties, corporate governance, and other matters. Jen represents publicly traded and private startup companies, as well as the institutions and individuals that finance them, across a wide range of industries, including life sciences; energy; technology, media, and telecommunications; retail; hospitality and leisure; insurance; and financial services.

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

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

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

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

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

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.

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