The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
David Flechner, Partner—International Capital Markets (2023)
David Flechner is a partner in Allen & Overy’s New York office and a member of the International Capital Markets group. He also helps lead the firm's Latin American Capital Markets practice. He specializes in international securities offerings, financial transactions, and corporate governance. David has extensive experience representing underwriters and issuers across a wide range of sectors in public and private offerings of debt securities, liability management transactions, and SEC-registered and exempt equity IPOs, follow-ons, and rights offerings.
He has also advised numerous leading Latin American companies on SEC reporting obligations and U.S. stock exchange rules, and he has acted for lenders, arrangers, and borrowers in corporate financings, restructurings, and M&A transactions. He is fluent in Portuguese and Spanish, and he is proficient in French.
Describe your practice area and what it entails.
I work with different clients who generally are either looking to raise financing, to engage in corporate transactions in the United States from abroad, or for financing or corporate transactions abroad from the United States. The core of my practice is with clients who want to use the U.S. capital markets, including equity capital markets (for example IPOs and other share offerings), debt capital markets (which would involve bond issuances or other debt securities issuances), and general corporate transactions. I also advise on private M&A, restructuring, compliance, and governance issues. Many of my clients are foreign private issuers that are public companies that have their securities listed on an U.S. exchange, like the New York Stock Exchange or NASDAQ, and who are looking to raise new capital. I have a particular emphasis and expertise in working with clients in Latin America and other regions around the world.
What types of clients do you represent?
I represent both publicly listed and private clients across sectors and industries, including fintech, retail and commercial, energy (renewables as well as oil & gas), and general infrastructure companies and funds. Frequently I also represent investment banks that are involved in structuring and underwriting financing transactions for borrowers.
What types of cases/deals do you work on?
I primarily work on financings that involve capital markets issuances, which could be registered; securities issuances with the U.S. Securities and Exchange Commission (SEC); or offerings in private placements. I also work on other general lending and M&A transactions. In 2022, quite a few deals I worked on involved international financial institutions and development finance institutions, like the Inter-American Development Bank and International Finance Corporation (IFC).
How did you choose this practice area?
The practice area chose me! I started as a junior lawyer interested in cross-border financings that I could work on from the U.S. and foreign offices. I had spent numerous years living in Spain and various Latin American countries conducting research as a student, and I wanted to use my Spanish and Portuguese language skills while working on development finance-type transactions. International capital markets was a perfect fit, and I’ve taken my practice from New York to London, Paris, and São Paulo (so far!).
What is a typical day like and/or what are some common tasks you perform?
No two days are the same, but during the course of a typical day I spend time reviewing client correspondence through email or phone calls, preparing legal analyses on specific fact patterns, and reviewing NY law-governed contracts, such as securities purchase agreements and disclosure documents like prospectuses. I spend a lot of time collaborating with team members on how to address a legal challenge or opportunity for our clients. Never a dull moment!
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
On-the-job learning provides the best classroom training. Figuring out how different parties to a transaction fit into the overall project requires experience. There are plenty of treatises and legal education resources (webinars, etc.) for learning the jargon of a capital markets practice. Taking Securities Regulation in law school can be a helpful primer but isn’t a requirement.
Because markets are constantly changing and evolving, a transactional practice of any kind—restructuring, bankruptcy, M&A, private equity funds, etc.—can all be very helpful for developing a practice in the international capital markets.
I think people with securities litigation experience can contribute more to a capital markets practice than most people think, as a lot of the basis for responding to class action litigation or an investor complaint requires a deep understanding of the underlying securities transaction—how and through what documentation a shareholder bought its shares, how a debt fund bought bonds from private or public markets, etc., and understanding the related risks involved is essential.
What is the most challenging aspect of practicing in this area?
The unpredictability of markets is very challenging, because we can structure and prepare “perfect” documentation for a securities offering, but if markets are too turbulent—like much of 2022—that offering will not happen. But the uncertainty in execution is also one of the most exciting things about this practice, making every deal an adventure.
What do you like best about your practice area?
I like engaging with a broad variety of teams and people who are different stakeholders in each transaction. I have my direct client and then typically banks or lenders if I am representing an issuer. Then there are other counsel teams rowing in the same direction—to reach the successful execution of the transaction.
Each transaction also requires working with specialist teams within the firm—such as Employee Benefits, Tax, and Compliance—as well as technicians outside of the law firm environment, including rating agencies, auditors, and other agents participating in the transaction. I enjoy working with broad and diverse groups toward common objectives.
What are some typical tasks that a junior lawyer would perform in this practice area?
Juniors have an opportunity to become real subject matter experts in the industry of a company looking to raise capital and, in particular, the details driving the deal. That can involve deep dives into a company’s operational and financial information through the due diligence exercise or financial statement exploration through the comfort process. Juniors are also relied upon for practice management skills to ensure deadlines are met, and all the various parties are following the deal calendar.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
Lawyers working in the capital markets need to be following macroeconomic trends in order to be valuable contributors to their deal teams. Reading the economic and financial sections of newspapers every day—including for example The Wall Street Journal, The New York Times, or The Economist—goes a long way toward improving general cultural intelligence. Reading the international section also gives a sense of global trends and regional developments that could have a direct impact on international capital markets work. As a concrete example, when we review securities offering documents, we always need to update the risk factor and other contextual disclosures, and our lawyers need daily updates on regions, industries, and companies in order to have the most up-to-date information available. I find that the best lawyers have established a great system for filtering and synthesizing media information from apps and other outlets—beware of information overload!