The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ian Schuman is the Global Chair of Latham & Watkins’ Capital Markets practice. Ian represents issuers and underwriters in complex, high-profile equity and debt offerings, both in the U.S. and internationally. He offers clients unique experience handling prominent capital markets transactions on behalf of globally recognized brands and major investment banks. Since 2011, he has advised on more than 300 debt and equity offerings, including more than 50 IPOs and 80 high yield offerings.
Jenna Cooper is the Vice Chair of Latham & Watkins’ Public Company Representation practice, where she advises clients on securities, corporate governance, and public reporting matters. She brings clients extensive experience advising on reporting and disclosure issues, including compliance with stock exchange rules and SEC regulations. Her clients include U.S. and foreign New York Stock Exchange and Nasdaq-listed companies. Jenna has experience across multiple industries, including technology, manufacturing, pharmaceuticals, retail, and media.
Describe your practice area and what it entails.
Ian: In the capital markets practice, we represent investment banks and companies, and sometimes their shareholders, in matters involving the raising of capital. That includes initial public offerings of securities (IPOs) and debt offerings. This often involves securities law compliance, either under the SEC or foreign law. Because many of our clients are global, we regularly navigate securities laws across many jurisdictions.
Jenna: My practice is public company representation. I advise companies on corporate governance matters during the process of going public through an IPO or de-SPAC transaction, then provide ongoing advice on corporate governance, disclosure, and securities law matters once they are public. The practice touches everything from compliance with SEC and stock exchange rules, to board counseling, to investor communications, to industry priorities like Environmental, Social, and Corporate Governance (ESG).
What types of clients do you represent? (Please feel free to list actual clients.)*
Ian: We represent premier investment banks, as well as companies issuing debt or securities. Our client base is split roughly evenly between the two. Our practice provides a lot of close contact with clients, from boards to management to shareholders, as the deals we handle require fully understanding the company and tailoring the best way to market it, all while guiding the client through constantly evolving rules and regulations.
Jenna: We represent companies across industries and in various stages of the public company lifecycle. Given the recent boom in IPOs and de-SPACs, we advise dozens of companies preparing to go public and newly public companies getting their feet on the ground, as well as more established, mature public companies. Our portfolio includes small biotech companies, Fortune 500 companies, and everything in between. We span sectors such as retail, pharmaceuticals, tech, media, and manufacturing.
What types of cases/deals do you work on?
Ian: Right now, Latham’s premier capital markets position has allowed us to capitalize on the exploding opportunities we’re seeing. A lot of my transactions currently arise from the IPO and high-yield debt offering spaces, as well as convertible bonds. These initial handlings help establish the long-standing relationships we’re focused on building with our clients, where we collaborate with colleagues across Latham’s practices to represent them in M&A deals, or litigation matters, as they pop up during their company’s lifecycle.
Jenna: In public company representation, we get involved with IPOs and de-SPAC transactions early on in the process, collaborating with our Capital Markets and M&A colleagues to help clients become “public company ready”. In our practice, for example, we help clients establish their public company corporate governance structures and policies, and build a sufficiently independent and diverse board to meet stock exchange, SEC, and other regulatory requirements. We also help companies think through their approach to a host of securities law issues, such as insider trading policies and windows, policies around hedging and pledging of company stock, and the development of disclosure controls and procedures.
How did you choose this practice area?
Ian: This harkens all the way back to law school, when I took a class on securities regulation and found it extremely interesting. Once I joined Latham, I enjoyed the exposure to the different players in the market, and consistently having to think through the puzzle of a transaction. Between that and the collaborative nature the work provides, I knew this was the practice for me—and it’s been that way for 21 years.
Jenna: Unlike Ian, I had no idea what area I wanted to practice in when I first joined Latham after law school, and tried out transactional and litigation work as an unassigned associate. I left in my second year for a clerkship, but stayed in touch with a Latham partner, who encouraged me to come back to join the then-small public company representation group. The advisory nature of the practice felt like it would align with my interests and skillset, so I jumped right in and it’s been the perfect fit ever since. I love building relationships with my clients over time, helping them navigate the complex set of issues that comes with being a public company.
What is a typical day like and/or what are some common tasks you perform?
Ian: Typically my days follow two tracks. From a transactional perspective, I manage the story of a client company, and ensure the covenants and bond documents reflect the business. From an advisory perspective, a typical day includes counseling clients on reputation management and answering operational inquiries that pop up—employee and investor communications, managing the board, structuring compensation, whatever is at the top of the client’s priorities.
Jenna: The “typical day” doesn’t exist in public company representation, which I find exciting. During “proxy season” and quarterly earnings cycles, I spend a lot of my time reviewing and advising on companies’ periodic reports and proxy statements, earnings releases, and other related disclosures. Lately, I conduct many “new public company” trainings for management teams and boards, where I counsel clients on the ins and outs of being a public company. The rest of my day is spent blocking and tackling on all sorts of governance and disclosure issues that may come up for my clients.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Ian: The capital markets practice naturally lends itself to learning quickly on the job. To prepare, I recommend classes in securities regulation and corporate law. Additionally, familiarize yourself with the language of capital markets, so it is less daunting when you start practicing. Latham has a series, The Book of Jargon, that includes volumes on U.S. corporate and bank finance as well as European capital markets that would be good to start with.
Jenna: I agree, taking classes on corporations and securities regulation is a smart move, but most of the learning will be on the job. Public company representation is a rules-based practice and associates should be prepared to dig into SEC and stock exchange rules and state corporate law. Our lawyers also need to be skilled problem-solvers and communicators, so developing your analytical, oral, and written communication skills is key.
What is unique about your practice area at your firm?
Ian: The capital markets practice is a principal driver of relationships at Latham. As a leader in the field, we draw in some of the most interesting clients, from companies on the cutting edge of tech and finance to legacy Fortune 500 companies. And we’re adding clients to our base faster and faster with the boom in IPOs.
Jenna: We act as an extension of the company’s in-house general counsel, so we are involved in some of the most sensitive and consequential issues a public company can face. These can range from CEO transitions or cybersecurity breaches, to major litigation settlements and financial restatements.
What are some typical tasks that a junior lawyer would perform in this practice area?
Ian: Real experience accumulates quickly in the capital markets practice given the volume of work. Our junior associates focus on due diligence for clients, as well as project management for transactional work. They also gain client exposure by taking the lead on understanding the company, interviewing management to learn the business and how it makes money. We train our associates into a “quarterback position,” where by their fifth or sixth year, they are running the transactions.
Jenna: Junior associates have the opportunity to dive right in and almost immediately have client contact. They help perform rule checks of SEC filings, like Forms 10-K and 10-Q, which are a first line of defense for the client and also help associates learn about the company’s business. Junior associates also help draft and review director and officer questionnaires, conduct analyses of director independence, draft proxy statements and other documents related to annual shareholder meetings, draft corporate governance policies for new public companies, and perform a variety of research tasks.
What kinds of experience can summer associates gain at this practice area at your firm?
Ian: Summer associates play an essential role on our team. In terms of tangible tasks, they assist with due diligence and research, so they are gaining transactional experience. But they also provide a fresh perspective that sharpens our understanding of the client and helps with the narrative-building exercises we need for IPOs and debt offerings.
Jenna: Summer associates work on some of the same tasks as junior associates, and also assist with knowledge management. We aim to give summer associates a window into the various aspects of our practice and immerse them in all things public company representation.
What are some typical career paths for lawyers in this practice area?
Ian: There’s so much growth in the capital markets practice, and with the role we play in our longstanding client relationships. The partner track, of course, is one option. Some of our lawyers go on to become general counsel for public companies, or on the investment side, join private equity firms or investment banks. Because we train on more than just securities regulations, but also financial statements, business models, and telling a company’s story, the experience opens many doors.
Jenna: Much like Ian said, public company representation offers a variety of paths, whether at a firm or in-house. The skills you acquire are in high demand. Many public companies are searching for in-house lawyers who know how to navigate SEC scrutiny and investor demands, and who can advise them on effective governance and disclosure practices. There has never been a better time to go into public company representation.