The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Milson represents private and public companies and investment banks in various capital markets and corporate transactions, including initial public offerings, follow-on and secondary offerings, debt offerings, and SPAC mergers. Milson also counsels public companies on a full range of corporate and securities matters, including SEC reporting obligations and corporate governance.
Darah represents leading investment banks and companies across a variety of industries in capital markets transactions. She advises her clients on a variety of complex securities offerings, including initial public offerings, follow-on offerings, private placements, and debt offerings. Darah also regularly counsels publicly traded companies on general corporate and securities matters, including SEC reporting, corporate governance issues, and stock exchange requirements.
Describe your practice area and what it entails.
Milson: I work with private and public companies, as well as investment banks and investors, in a wide range of capital markets transactions, from initial public offerings to PIPEs to reverse mergers. I also work extensively with public companies on corporate and securities matters, including Securities and Exchange Commission (SEC) reporting obligations and corporate governance.
Darah: My practice can best be summed up by the slogan I had embroidered onto a pair of custom Nike high-top sneakers when I was a third-year associate: “Just Do Deals.” I am a self-described deal junkie, representing investment banks and issuers on capital markets transactions, with a particular focus on bank-side representation.
What types of clients do you represent?
Milson: I represent companies seeking to access capital markets as well as investment banks. Cooley is privileged to maintain a balanced practice between the two. With our companies, we partner closely with team members vertically within the organization and horizontally across functional areas. We endeavor to be not only advisers, but also true partners who have intimate knowledge of each client, so we can always look around corners for them, whether for general public company compliance or best-in-class transaction execution.
Darah: I represent investment banks and issuers, and I work closely with clients such as Goldman Sachs, JPMorgan, and Morgan Stanley.
What types of cases/deals do you work on?
Milson: Cooley’s market leadership position and deep bench of practitioners allow me to work on the highest-profile and/or most complex transactions for cutting-edge companies. Companies, investment banks, and other market players come to Cooley to handle these deals because they need deep industry experience and relationships, along with our ability to distill transaction complexities down to practical and actionable advice and execution. In any given year, I can expect traditional capital-raising transactions like IPOs, follow-on offerings, and convertible note offerings, as well as bespoke transactions such as structured PIPEs, tender offers, and cross-border listings.
Darah: I work on IPOs and subsequent equity and debt offerings for companies that are already public. A few examples of deals I worked on in 2023 include Apogee Therapeutics’ $345 million IPO, argenx’s $1.27 billion follow-on offering, Karuna Therapeutics’ $460 million follow-on offering, and Apellis Pharmaceuticals’ $403 million follow-on offering.
How did you choose this practice area?
Milson: I knew I wanted to pick a practice within corporate, given my finance and accounting degree from undergrad. During law school, I took a securities regulation class that just “clicked” for me. My professor, Charles Whitehead, painted a picture of the practice as being incredibly collaborative, with all players in each transaction, be it the lawyers or bankers or auditors, all working toward a collective goal of financing a company. That was the kind of work I wanted to pursue as a career, and it has not let me down throughout my years in practice.
Darah: I fell in love with capital markets work as a summer associate. One of my first assignments was working on a follow-on offering for a luxury furniture company, and I was immediately struck by how exciting, fast-paced, and collaborative the work seemed. I was also drawn to how deeply you delve into learning about a company’s business, and that you have a real hand in helping a company tell its story as it is drafting its SEC disclosures, weighing business and deal marketing considerations against legal considerations. Ten years later, I can confidently say my first impression was correct.
What is a typical day like and/or what are some common tasks you perform?
Milson: There’s not much commonality between each day, which is something I really enjoy about this practice. On some days, I’m principally acting as almost an internal counsel to my public company clients, advising on whatever is top of mind for them at the moment, whether it’s strategizing around SEC filings, preparing for board meetings, or planning for compliance with future rules. On other days, I’m guiding companies through a capital markets transaction. And on many days, I’m doing a bit of both, constantly switching back and forth.
Darah: I manage very large deal teams through the entire transaction process. I spend most of my day on the phone or in meetings with investment bankers, management teams of public companies, opposing counsel, and other Cooley team members, playing an active role advising on and helping people brainstorm through issues, answering questions from clients, negotiating with opposing counsel, participating in IPO drafting sessions, and training and mentoring my associate teams. In the evenings, I catch up on emails, review deal documents, and review or draft SEC disclosures.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Milson: The best training for this practice, similar to other practices, happens on the job. It’s vitally important to get as many deals under your belt as possible. Capital markets is also a language. The best capital markets lawyers engage with their clients and other players in the ecosystem as business and finance professionals who happen to be barred attorneys. That is the only way to understand how to practically address our clients’ issues. As for classes, I’d say Securities Regulation and a “basics of financial accounting” course would certainly help.
Darah: While most of what you need to know you will learn on the job and through Cooley’s extensive capital markets training series and primers, I suggest taking Securities Regulation, general corporate classes, and any accounting and finance for lawyers courses offered. No one expects you to be an accountant, but it certainly helps to be able to navigate your way around financial statements at a basic level. It is also critical to have strong written and verbal communication skills and high emotional intelligence (as we’re often navigating tricky interpersonal dynamics and working with a lot of different personalities).
What is unique about your practice area at your firm?
Milson: Capital markets is a foundational practice for Cooley, given our uniquely robust pipeline of private companies that are all looking at some kind of exit, commonly an IPO or other go-public event. And with this pipeline comes an even more robust slate of public companies consistently looking to tap the capital markets.
Darah: How incredibly collaborative and team-oriented our practice is. We truly operate as a family, every win is the team’s win, and my colleagues have become some of my closest friends. The entire capital markets ecosystem is a very small world and because of the high deal volume, we’ve built strong relationships and friendships with our clients and others throughout the ecosystem. I love that every time I join a new deal, there are many familiar faces around the table, and everyone is always excited to be working together yet again.
What are some typical tasks that a junior lawyer would perform in this practice area?
Milson: We let our junior associates dive straight into transactions to ensure that they start gaining momentum in deal experience from the start. Junior associates often begin by focusing on execution steps for a transaction, as well as due diligence. In doing so, they’re able to liaise directly with client team members and acquire a deep understanding of a company’s business, which boosts their ability to speak the capital markets “language.” Junior associates are often the first points of contact with many client team members, and as a result, they can develop a close rapport with the client early in a transaction. We also involve our junior associates in higher-level meetings and calls to give them direct exposure to the inside track of each transaction.
Darah: Junior tasks typically include conducting diligence, joining and taking notes on calls, reviewing SEC disclosures, drafting ancillary deal documentation, running closings, tracking all deal workstreams, and managing the deal checklist. We work to ensure juniors are exposed to as much as possible for their development, and often have them shadow IPO drafting sessions, for example. Juniors are encouraged to be as proactive and engaged as possible, with the goal of quarterbacking many workstreams, regularly interfacing with clients, and running diligence calls as they progress through their junior years.
How do you see this practice area evolving in the future?
Milson: The capital markets practice is constantly evolving in response to market constituent dynamics, industry pressures, and macroeconomic factors. One constant evolutionary factor is efficiency. Over just the past decade, we’ve seen clients focus on execution efficiency, which often means that advisers, including lawyers, need to consistently incorporate the latest technology to help streamline transactions. Regulators, including the SEC, have moved in the same direction. I believe we’ll see greater competition across players in this practice to gain efficiency while not sacrificing quality.
How important is teamwork in the securities/capital markets work that you do?
Milson: Its importance can’t be overstated. Capital markets transactions involve a significant number of moving parts, often on compressed timelines. They’re also unique compared to other corporate transactions, given the substantial SEC and other regulatory overlays that complicate deal execution. These overlays can also be very unforgiving. As such, it’s critical to have a cohesive and communicative team moving in lockstep throughout the deal. Each team member is interdependent on others, from the most junior associate to the most senior partner.
Darah: Teamwork is critical, and this is definitely a job for those who enjoy and excel in working on very large teams. Capital markets is not a zero-sum game. Everyone involved wants the deal to be as successful as possible and for the issuer to be happy with the outcome. The issuers we work with (whether we’re representing the banks or the companies) are raising critical capital to fund the development of life-changing technologies and lifesaving therapies, and everyone around the table wants to be a part of helping them achieve their goals.