The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Phillip Stoup is a partner in the corporate department of Freshfields’ San Francisco office. He focuses his practice on capital markets transactions, advising companies and underwriters on initial public offerings (IPO), follow-on and convertible offerings, and other complex financings. He also counsels clients on securities law compliance, corporate governance, and general corporate matters.
Phillip’s clients include companies at every stage of growth, from emerging biotechnology and technology issuers to large-cap publicly traded companies. He has extensive experience advising life sciences and technology companies and a global perspective shaped by six years of practicing in London.
Phillip has extensive experience acting as counsel in a variety of high-profile IPOs and capital markets transactions, including recent IPOs for ServiceTitan, Carmot Therapeutics, CARGO Therapeutics, and Neumora Therapeutics, as well as notable deals for companies such as Postmates and Planet Labs. He also advises on follow-on public offerings and has recently worked with clients such as Super Micro, Opendoor, and Bloom Energy. In addition, Phillip provides ongoing representation and strategic guidance to major public companies, supporting their executive teams with SEC compliance, corporate governance, and complex board matters.
Phillip received his J.D. cum laude from Duke University School of Law in 2009, where he was a member of the Duke Law Journal, and his B.A. and B.S. cum laude from the University of California, Berkeley, in 2005, with distinction in general scholarship. He is admitted to practice in California.
Describe your practice area and what it entails.
As a capital markets lawyer at Freshfields, my practice focuses on advising companies and underwriters on a range of capital markets transactions, including IPOs and other equity offerings, convertible and other debt offerings, and strategic investments. I also advise companies and boards on securities law compliance and general corporate and governance matters. I have extensive experience advising companies in the life sciences and technology sectors.
What types of clients do you represent?
I represent public companies including Super Micro, Service-Now, Opendoor, and Corsair Gaming, alongside leading underwriters such as Morgan Stanley, Goldman Sachs, JPMorgan, and Leerink. I also advise numerous private companies in the tech and life science sectors.
What types of cases/deals do you work on?
I advise on a broad range of capital markets transactions, including IPOs, follow-on and secondary offerings, convertible and high-yield debt issuances, and private placements. Recent transactions include CARGO Therapeutics’ $281 million IPO, Neumora Therapeutics’ $250 million IPO and concurrent at-the-market program, and Super Micro’s $2.3 billion and $700 million convertible notes offerings.
How did you choose this practice area?
I’ve always loved the transactional aspect of the deals. I enjoy working with a lot of different parties—sometimes on intense timelines and under a lot of pressure—to put together a collaborative work product that benefits everyone, whether that’s the company or the bank. I also enjoy telling the story of the company, learning about and getting to know them, and helping position them in the best possible way from both marketing and risk management perspectives. While I love the transactional aspects of what I do, I also really value being a trusted advisor to companies throughout their life cycle—being present in their boardrooms, helping with big management decisions, and guiding them through the intricacies of day-to-day corporate governance.
What is a “typical” day like and/or what are some common tasks you perform?
A typical day as a capital markets lawyer really varies, which is a big reason why I love what I do. If I’m working on a transaction, my day could involve coordinating all the different work streams to make sure everyone is on task and meeting the client’s timelines and objectives. It could also mean drafting and negotiating key agreements and important disclosures. From a corporate governance perspective, I might be answering critical questions for the company, such as how to be in compliance with certain SEC requirements or how to handle complex board decisions, or advising on what I think the best path forward is from a legal and/or a business standpoint.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
If you want to be a corporate lawyer, having a deep understanding of financial statements and basic accounting is incredibly important. Clients often ask you to weigh in on how things are presented, and understanding how a profit and loss statement works is instrumental to this. It’s also really helpful to understand capital structures and the different financial instruments a company can use, along with the pros and cons of each.
What do you like best about your practice area?
I love that my practice is truly collaborative. In many other areas of law, it can feel like a zero-sum game, but in this practice, we’re working on transactions that aim to maximize the pie for all parties involved. Everyone wants to get to the same outcome, and it’s incredibly satisfying to help make that happen in a way that’s, hopefully, as painless as possible.
I also really enjoy telling the story of the companies that we are either taking public or representing on an ongoing basis following an IPO. A big part of the job is drafting the disclosure that describes the company’s operations, strategies, successes, and sometimes failures. Getting to help craft this narrative, which can be radically different across companies, is incredibly rewarding as in many ways you are helping position the company, hopefully, for success.
What is unique about your practice area at your firm?
What’s unique about capital markets at Freshfields is that it’s truly international. I work with companies and colleagues across the globe: Germany, the Middle East, Asia—you name it. This global reach adds complexity to our deals, and makes them more interesting and rewarding to bring across the finish line. We also work for a range of companies in different points in their life cycle. My typical day (to the extent there ever is one) could involve working with a company that is just trying to secure its first $5 million financing and then guiding a deal for a company that has a market cap of over $250 billion. No matter the size of the stakes involved, each deal is incredibly important to our clients, and being at the heart of it is always rewarding.
What kinds of experiences can summer associates gain in this practice area at your firm?
At Freshfields, summer associates get real, hands-on experience working on complex deals as well as day-to-day corporate advisory work. The summer can sometimes be slower from a transactional perspective, but it lines up with when companies are reporting their June 30 earnings, so summer associates often get to be part of that entire earning cycle.
We also have an incredibly robust training program that covers more than the typical topics covered at most law firms. For example, we have in-depth sessions training associates how to understand and read financial statements. We have extensive academies covering AI and other topics that are at the cutting edge of the legal practice.
What are some typical career paths for lawyers in this practice area?
Usually, attorneys decide fairly early on whether they want to focus on corporate or litigation work. Once you’ve decided on one of these two buckets, within the corporate world specifically, the next question is whether you prefer capital markets or M&A. After that, you likely develop a more robust general corporate practice where you’re doing a mix of day-to-day advisory work, disclosure questions, and broader governance issues. Over time, you refine this even further and move into a more specialized area as your career evolves.