The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Pedro J. Bermeo advises U.S. and non-U.S. issuers and underwriters on capital markets transactions, including initial public offerings (IPOs) and other equity offerings and public and private high-yield, investment-grade, and convertible debt offerings, including those in Latin America. United States and international clients also look to him for advice on general corporate, governance, and securities law matters. Pedro works on offerings for companies in a variety of industries, including financial services, technology, energy, retail, industrials, and biotech. He was named a Rising Star in Capital Markets in Law360 in 2022.
Describe your practice area and what it entails.
My practice focuses on helping clients navigate a wide array of equity and debt capital markets transactions, including IPOs, and then helping these clients navigate life as a public company. Day-to-day, this means structuring and negotiating transactions and guiding clients through everything from routine to more complex disclosure and regulatory requirements. It’s a practice that really requires both technical know-how and a solid understanding of each client’s business.
What types of clients do you represent?
I represent a broad range of clients across the capital markets ecosystem, including publicly traded companies, emerging growth companies, private equity sponsors, sovereign nations, and leading investment banks. My clients hail from a variety of industries, including financial services, technology, retail, and industrials.
What types of cases/deals do you work on?
I work on all kinds of capital markets deals, but a few recent transactions have been especially memorable. I worked on the Alliance Laundry and Neptune Insurance IPOs, which were exciting projects with a lot of moving parts. I’ve also been busy handling stock and notes offerings and commercial paper programs for Home Depot, the Republic of Peru, Banco Santander, and Hertz, among others. It’s a wide mix of work, and the variety is one of the things I enjoy most about what I do.
How did you choose this practice area?
I chose capital markets for two main reasons: the breadth of the practice and the collaborative nature of the work; there’s something rewarding about bringing together all the parties involved in executing a deal. At Davis Polk, our capital markets group covers every type of securities transaction and works across multiple industries. I think this ultimately means that you have the broadest possible corporate practice; you negotiate-ate transaction agreements, you deal with technical financial covenants, and you work with regulation and regulatory entities. Typically, these matters are split among different groups in other practice areas. From an industry perspective, I might be working on a tech deal one day and a bank deal the next day. The constant exposure to different industries and types of deals keeps the work interesting and intellectually stimulating.
What is a “typical” day like and/or what are some common tasks you perform?
A typical day in capital markets at Davis Polk is fast-paced and dynamic, with a mix of tasks that vary depending on the active deals. On any given day, I am working on several different offerings at different stages and advising clients on questions outside of the transactional context. In fact, a lot of my day involves calls with management at my corporate clients to discuss questions about their business generally and the securities law considerations related to questions they are contemplating. Additionally, staying updated on SEC and regulatory developments is crucial as market trends and rules are constantly evolving. The work requires juggling multiple tasks, meeting deadlines, and being adaptable to the needs of each deal.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Formal training and classes are by no means a prerequisite. I did not even take Securities Regulation while in law school. I think it is true that law school teaches you how to think in a certain way—how to issue-spot—and this is essential once you are a corporate lawyer, but beyond that, the actual sub-stance of the class is less important. That said, certain topics that are less traditional—and therefore, are less familiar to law students—can be helpful in a capital markets practice, including classes in accounting, economics, and finance.
The most valuable training comes from hands-on experience at the firm, where you learn by working on real deals. Curiosity is key: Be proactive in understanding the business and ask questions to grasp complex issues. Strong writing skills and networking with professionals in the field will also help you develop in this practice area.
What do you like best about your practice area?
What I enjoy most about capital markets at Davis Polk is the combination of complex, high-stakes work and the opportunity to collaborate with exceptionally talented colleagues. Every deal brings unique challenges, whether it’s an IPO, a debt offering, or a commercial paper program, and I get to guide clients through the process from start to finish. I also really value the teamwork and mentorship culture at Davis Polk. Being able to work closely with colleagues across practices and help junior lawyers grow is extremely rewarding. Ultimately, it’s the mix of intellectually stimulating work, client relationships, and the collaborative environment that makes this role fulfilling.
What are some typical tasks that a junior lawyer would perform in this practice area?
In capital markets, junior lawyers typically handle a variety of important but focused tasks that support the deal team, with a particular focus on deal execution. This often includes conducting due diligence to review company documents, drafting sections of prospectuses and other offering materials, pre-paring filings for the SEC or other regulatory bodies, and managing the deal process. They also help coordinate information among clients, underwriters, auditors, and internal teams, and they may assist in negotiating standard provisions in underwriting or purchase agreements. While the work can be detail-oriented, it provides junior lawyers with a front-row view of complex transactions and the opportunity to build a strong foundation in securities law and transactional practice.
What kinds of experiences can summer associates gain in this practice area at your firm?
Summer associates in our capital markets practice gain hands-on experience with high-profile, complex transactions from start to finish. They have the opportunity to assist with drafting registration statements and other offering materials, conducting due diligence, and preparing regulatory filings. They also see firsthand how deals are structured, negotiated, and executed, working closely with partners, associates, and clients throughout the process. Beyond technical skills, summer associates develop a deeper understanding of securities laws, market practices, and client interactions while benefiting from the mentorship and collaborative environment that are central to our practice.
How important is teamwork in the Securities/Capital Markets work that you do?
Teamwork is absolutely essential in the securities and capital markets work I do. These transactions are fast-paced and high-stakes, and they involve multiple moving pieces, which means that effective collaboration across teams is critical to delivering for clients. I regularly work alongside colleagues in regulatory, tax, and litigation groups, as well as with bankers, auditors, and internal client teams, to ensure that every aspect of a deal—from due diligence and drafting to regulatory filings and closing—comes together seamlessly. Additionally, capital markets is a less adversarial practice than others, and this means working together with counsel representing other deal parties is incredibly important, as everyone is working toward a common goal. Strong communication and trust within the team allow us to anticipate issues before they arise and to execute transactions efficiently and accurately, often under tight timelines.