The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Andrew Blumenthal, a New York partner at Latham & Watkins, advises corporate, private equity, and banking clients on complex capital markets transactions. Andrew leverages acute market insight and broad cross-border transactional experience to help investors, issuers, and underwriters navigate private credit and hybrid capital solutions, including preferred equity and other holding company financings; equity-linked securities offerings, including convertible notes; follow-on and secondary equity offerings; initial public offerings (IPOs) and investment-grade and high-yield debt offerings; and SEC and stock exchange-related matters.
He negotiates and devises creative solutions for clients’ most sophisticated transactions, allowing his clients to achieve their commercial and financial goals.
Ashley Gherlone Pezzi is an associate at Latham & Watkins in the restructuring and liability management practice in New York. She represents debtors, creditors, sponsors, and other stakeholders across various industries in both in-court and out-of-court restructurings and distressed situations. Prior to joining Latham, Ashley worked in the New York office of another international leading law firm on a broad array of restructuring and liability management matters.
Describe your practice area and what it entails.
Andrew: My practice focuses on hybrid capital, which encompasses a variety of customizable capital solutions available to both private and public companies across all stages of the corporate life cycle, from pre-IPO financing and acquisition finance to rescue financing and public company equity-linked financings. I work with colleagues across our capital markets, private credit, M&A/private equity, and restructuring practices to develop bespoke solutions between senior debt and control equity and help public issuers access the convertible notes market. Against the backdrop of increased borrowing costs, hybrid capital offers companies a lower cost of capital and greater structural flexibility than equity products, especially when traditional debt is unavailable.
Ashley: My restructuring practice focuses on advising companies, sponsors, and lenders on out-of-court liability management strategies. I find creative capital structure solutions within existing debt documents so a company can raise money or fix pressure points without breaching covenants or inviting unnecessary litigation. Day-to-day, I toggle between dealmaking and litigation-informed strategy in and out of court and across company, sponsor, and lender perspectives.
What types of clients do you represent?
Andrew: I primarily advise investors and financial institutions, including large investment banks and a number of private capital funds. I act as a strategic partner and portfolio adviser on the investor side and a capital structure adviser on the corporate side. In terms of banks, I advise Goldman Sachs, JP Morgan, and Morgan Stanley. On the private capital side, I represent Blackstone, The Carlyle Group, HPS Investment Partners, Neuberger Berman, and Goldman Sachs Asset Management, and I support public companies exploring bespoke capital solutions.
Ashley: I advise both debtors and creditors, including companies navigating out-of-court liability management and in-court Chapter 11 matters, private equity sponsors and their port-folio companies, and lender and creditor groups. I also work closely with boards and management teams, crafting strategy, coordinating lender outreach and negotiation, and documenting the fiduciary process and alternatives considered.
What types of cases/deals do you work on?
Andrew: Hybrid capital acts as a mainstream, customizable tool that lowers the cost of capital, can be structured to avoid unnecessary dilution, and moves at the speed of the business, so I pivot between bank products and private credit, equity and debt, with a single, coordinated view of the market. This means I advise on bespoke financing solutions across hybrid capital products, including preferred equity, convertible instruments, holding company debt, private second-lien and high-yield debt, and unitranche facilities.
Ashley: Liability management focuses on devising creative capital structure solutions, so I closely read credit agreements and indentures, spot where a company has flexibility in its debt documents, and help design transactions such as drop-downs, uptiers, pari-plus structures, or double dips to give a company more liquidity. Our practice pairs this transactional work with real market outreach—working with a banker to run lender processes—and careful governance documentation so the board’s fiduciary process and alternatives evaluation are clear on the record.
How did you choose this practice area?
Andrew: After my 1L year, I wanted to pursue a transactional practice but was unsure which area to specialize in. Latham had built a market-leading capital markets practice, making the decision relatively easy for me. What truly convinced me was meeting the people who I interviewed with. I really clicked with my future colleagues, and this instant connection pushed me to build the practice I enjoy today.
Ashley: I chose this practice area primarily because of the people and the dynamic work. Initially, my practice focused on M&A, but I joined a complex bankruptcy case for a public company matter. The case proved incredibly complex and spanned multiple practice areas, including capital markets, finance, tax, litigation, and M&A. I was drawn to the complexity and the creativity required to resolve these matters.
What is a “typical” day like and/or what are some common tasks you perform?
Andrew: Two days in a hybrid capital practice are rarely exactly alike, but the cadence can be similar. I first deal with the most pressing items of the day and the transactions close to signing, ensuring my clients’ transaction is executed quickly and correctly. Once that initial wave is handled, I focus on the transactions with longer runway and see what documentation, strategizing, and negotiating work I can front-load.
Transactions nowadays almost always require multiple practice perspectives, whether that’s collaborating with our M&A or finance team or our tax practice, which also plays a critical role in a number of these instruments’ structures. So I’m constantly bringing together different groups from inside Latham, which helps reinforce our value proposition to clients.
Ashley: My typical day involves a lot of multitasking. I’m usually on calls with clients, other advisors, different practice groups helping advise on the matter, and/or other stakeholders in the capital structure, and I take diligent notes so I can recall details for partners inquiring on matters and manage follow-up tasks for my team.
In the evenings, I take time to review documents and draft. However, I am learning the importance of delegation amid the busy pace of our liability management and restructuring practice. Staying high level by focusing on oversight rather than getting into the weeds of first drafts allows me to review documents more effectively and provide better feedback. I also ensure that documents speak to each other and are coordinated regardless of which team drafted them.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Andrew: I recommend seeking out seminars or courses taught by former practicing transactional attorneys that largely focus on their relevant deal experience. To get a better handle on the structures of hybrid capital, stay abreast and read the announcements or press releases for transactions happening in the market; build an awareness of typical parties in these transactions, which funds are raising capital and for what purposes, and interesting new structures to the extent that this knowledge is available.
Ashley: In law school, if you are interested in this area of law, take Bankruptcy and Secured Transactions (I didn’t take Bankruptcy and wish I had) and seek practicum-style classes taught by practitioners who can give you a real worldview.
Overall, you want to grow three muscles: research, as the liability management and restructuring practice area is fast-evolving and litigious; drafting, because repetition breeds intuition; and facts skills, as you can make yourself valuable by knowing the record cold on calls.
What do you like best about your practice area?
Ashley: No two matters look the same: One day I’m helping to craft an out-of-court liability management solution, and the next, I’m prepping first-day motions and negotiating at warp speed for a Chapter 11. Each capital structure and set of documents presents a new puzzle, so I get to think creatively as a deal lawyer while staying grounded in evolving case law, the perfect balance for me.
What are some typical tasks that a junior lawyer would perform in this practice area?
Andrew: In hybrid capital, you receive a lot of on-the-job training. Junior associates broadly take charge of the document while learning the unique structures of the transaction or negotiation. Our juniors take on responsibility for ensuring day-to-day items for a transaction in progress. At Latham, as soon as you demonstrate that you can handle increasing responsibility, you get it. For day-to-day transaction management, this includes staying on top of how the transaction moves along and communicating status across the deal team, even if you’re still learning how hybrid capital operates.
Ashley: You add real value right away. Research comprises a big part of the job given the highly litigious and rapid speed of liability management and restructuring. You’ll track new decisions, translate what they mean for live deals, and quickly understand why people care about certain language in documents. Drafting proves equally important, and junior lawyers in this practice help with term sheets, support agreements, and strategy memos. You’ll also read credit agreements and indentures closely, spot where the documents give flexibility (or don’t), and build quick comparisons to precedent or market language.
How do you see this practice area evolving in the future?
Andrew: I see a bright future for hybrid capital, especially considering how companies and people have evolved how they think about raising capital. We’ve seen an ongoing shift in the private markets, and based on the trends in fundraising, that likely won’t change. Along with this trend comes demand for alternative solutions under a broader umbrella of private capital, whether that’s hybrid capital, private equity, or private credit. Market participants will continue to increasingly ask how to best raise funds for their businesses, and hybrid capital will continue to increasingly offer attractive solutions.
Ashley: I see out-of-court liability management and in-court Chapter 11 continuing to converge. Clients increasingly want one team that advises across the full capital structure spectrum—from modest liquidity solutions to aggressive out-of-court fixes and true Chapter 11 filings—because the lines have blurred. Lawyers who credibly run both playbooks and pivot midstream will be the most valuable. At Latham, we’re building deliberately for this, combining liability management, Chapter 11, hybrid capital, and finance, offering the full menu of solutions and staying ahead of the market.
What has been the most surprising aspect of dealmaking to you?
Andrew: Despite having done this for nearly 11 years, on many transactions I find a novel concept or structure I haven’t encountered before. Determining the best way to address new challenges while relying on the expertise I’ve developed during my time at Latham keeps me engaged and intellectually locked in, so I can direct my focus and critical thinking to find the most effective and creative capital solutions.