The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Hannah Fregolle practices corporate law, with a focus on capital markets, corporate governance, and federal securities law. She regularly advises a diverse range of public companies on matters relating to securities regulation and disclosure, corporate governance, stock exchange rules and regulations, and periodic reporting responsibilities. She works with the firm's M&A Practice on complex transactions, focusing on SEC and stock exchange compliance, shareholder approvals, and related acquisition debt financings. Her corporate finance practice includes investment-grade and high-yield debt offerings, exchange offers, equity offerings, commercial paper programs, and equity-linked products, including convertible bond offerings.
Rubi Ali has a decade of fixed income and equity derivatives transactional and regulatory experience. She negotiates a full range of complex cross-border financial transactions and works with financial institutions and corporations on transactions such as deal contingent hedges, risk participation agreements, rate caps, master repurchase agreements, and complex hedging structures to mitigate against equity, interest rate, or currency risk.
She also advises clients on the treatment of derivatives under insolvency laws and on netting and enforceability of collateral arrangements therein. She has also represented clients subject to inquiries or formal investigations by regulators and has participated in advocacy efforts under Dodd-Frank rulemaking.
Describe your practice area and what it entails.
Our Financial Markets practice is a somewhat unprecedented offering in the legal world, encompassing financial market transactional, litigation, and regulatory work under one multidisciplinary umbrella. We represent a diverse client base of global financial institutions, issuers, borrowers, funds, asset managers, and fintech companies, and have helped clients navigate the globally transformed regulatory environment and close thousands of transactions involving more than $1 trillion over the past five years. We counsel clients in sophisticated financial products litigations, litigation arising out of retail and online financial products and services, and class action litigation. Our lawyers advise clients on corporate finance and corporate governance matters and assist in structuring and executing public and private financings. Our team brings insight into market developments and trends on issues such as IBOR transition risk and the growth of financial technology. We have a deep regulatory bench, with many of our lawyers having longstanding relationships at financial services regulatory agencies across the globe. The depth and breadth of our practice stand out for working with clients to navigate multifaceted, complex issues in undeniably challenging times.
What types of clients do you represent?
Given the breadth and scope of the practice, the clients we represent fall into four distinct categories: (i) traditional global financial institutions; (ii) corporate borrowers and issuers; (iii) funds such as hedge funds, mutual funds, and private equity and venture capital funds; and (iv) fintech companies. Because we work seamlessly across offices, with teams built leanly with those best suited to help on a particular matter, Jones Day lawyers—including our most junior associates—work not only with our own lawyers across practices and offices but also with a diverse range of clients across industries and specialties.
What types of cases/deals do you work on?
Focusing in on our two sub-practices within the derivatives practice, we assist with negotiating a broad range of derivative transactions covering asset classes that include equity, fixed income (including rates, currency, and foreign exchange), structured credit, and physical commodities. These include accelerated share repurchases, registered forwards, margin loans, stake-building hedges—structured as total return swaps, deal contingent hedges related to M&A activity or project finance, risk participation agreements, rate caps, master repurchase agreements, and other complex hedging structures to mitigate against equity, interest rate, credit, or currency risk.
On the capital markets side, we help companies raise capital. This roughly breaks down into three buckets of inter-related work: (1) physically accessing the capital markets (debt or equity offerings (IPOs or secondary)) and undertaking deals within those markets (public mergers, spin-offs, and going-private transactions); (2) ongoing SEC disclosure obligations; and (3) corporate compliance, including governance, ESG, and stock market compliance (a bit of a catch-all).
How did you choose this practice area?
Hannah: I came into my summer at Jones Day interested in public companies, and specifically how the world impacts business and vice versa. At Jones Day, we understand that a lot goes into figuring out the right legal path, and so lawyers joining our U.S. offices from law school become members of the New Lawyers Group for a year, which gives them the opportunity to gain exposure to different lawyers and areas of practice before making any formal commitment to a specific practice. My time in the New Lawyers Group, working with various transactional practices, solidified my initial interest, gave me the experience needed to make an informed decision, and importantly, helped me understand and appreciate the cohesive culture of the Jones Day community.
What is a typical day like and/or what are some common tasks you perform?
Hannah: Capital markets day-to-day work depends greatly on the time of year and the state of the world. We focus on financing transactions, securities regulation and disclosure, corporate governance, stock exchange rules and regulations, and periodic reporting. Parts of that work are cyclical (annual and quarterly reports/proxy statements), driven by triggering events (8-Ks or the need to get shareholder approval/register securities in connection with M&A transactions) or tend to occur after quarter or yearend (debt and equity offerings following the release of financial statements). We review public-facing and internal communications, including earnings and press releases, investor presentations, board materials, and employee and shareholder communications. We assist with SEC filings and registrations, corporate governance reviews, and financing transactions. We work directly with in-house legal, investor relations, treasury, and business teams and liaise with trustees, transfer agents, and stock exchanges, amongst others.
Rubi: Most of my mornings start with reading about developments in this area of practice to make sure we stay up to date on current events related to the financial sectors we support. We want to stay best positioned to serve our clients, which means being on top of issues that may arise in the space as opposed to being reactive. Then it’s on to my to-do list, which can typically mean prioritizing client negotiation and deliverables, working through larger regulatory projects, working with, training, and mentoring our junior associates on complex derivatives transactions, and connecting with clients to better understand how we can make their lives easier.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Much of what we do is learned on the job. It never hurts to have taken some accounting or business law classes, mainly to demystify the terminology and see whether you are truly interested in the space. That said, as with most practices, you want to come in with a rock-solid set of foundational skills, the most important of which is the ability to write and communicate clearly. In terms of “softer” assets that lead to success—associates should be ready to take ownership of their work, pay attention to detail, raise questions, and keep an eye on the bigger picture.
What is the most challenging aspect of practicing in this area?
Rubi: More than most other practice areas, the derivatives practice has a steep learning curve. But it does click with consistent practice. Derivatives can be very complex, and with the implementation of Dodd-Frank, they are a very regulated industry. But the parts of the practice that make things most challenging are also the parts that make it the most rewarding. As someone who enjoys the rigor of problem solving, it is nice to engage in a practice that is not only intellectually challenging but also has practical consequences in financial markets—all the while doing it with people you respect and enjoy working with. Derivatives, when effectively used, can be effective tools for our clients to mitigate risk.
What do you like best about your practice area?
Hannah: The dynamic landscape. One of the most exciting and challenging—sometimes sobering—things about our practice is that current events directly impact all aspects of financial markets work. Whatever is going on in the world—whether that be a global pandemic, supply-chain collapses, wars/military conflicts, unprecedented inflation, a change of political administrations, or prioritization of ESG considerations—directly impacts the ability of our clients to raise capital and shapes how they conduct business.
What is unique about your practice area at your firm?
Our Financial Markets practice was set up with client service top of mind. With financial market transactional, litigation, and regulatory lawyers all housed together, our practice is designed to respond to the multifaceted, interconnected nature of our clients’ needs. Reflective of the spirit and structure of the firm as a whole, with this setup we are able to address any issues our clients face in a coordinated and thorough manner, very quickly and seamlessly getting them to the right people within the firm with the expertise to help navigate the issue at hand.
How do you see this practice area evolving in the future?
One of the clear takeaways from the past few years (and at various other points in recent history) is that the regulatory environment, investor sentiment/confidence, capital deployment, and business performance are directly or indirectly shaped by global events and movements. Financial markets are seeing a rapid influx of new market participants, technological advances, litigation developments, heavy (and sometimes conflicting) regulations, and geopolitical pressures—all of which directly impact our client partners. Structurally, the firm and our practice are set up to evolve seamlessly alongside our clients and these trends, providing the foundation for our teams to address any client needs as they arise and allowing us to remain nimble, adaptable, and practical.