The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Catherine Russ represents underwriters and issuers, including sovereigns, in SEC-registered initial public offerings, follow-on offerings, and other debt and equity capital markets transactions, including de-SPAC transactions. Catherine’s structured finance practice includes issuances of asset-backed securities such as residential mortgage-backed securities, covered bond offerings, receivables financing transactions, purchases and dispositions of asset portfolios, and cross-border transactions involving U.S. private placement rules (Rule 144A, Regulation D, Section 4(a)(2)) and Regulation S) and U.S. risk retention rules.
Describe your practice area and what it entails.
In addition to the above, my practice also covers mainstream capital markets transactions, including 144A corporate bonds, structured product programs, special purpose acquisition companies (SPACs), and receivables financings. Recently, we’ve been working on a lot of securitizations, most frequently with our colleagues in Madrid and London.
What types of clients do you represent?
We also do a lot of work for European bank issuers in a variety of countries. We also represent corporates, such as all the U.S. operating company work for National Grid, in concert with our London team. We also work with hedge funds and private equity funds on securitizations and other financings.
What types of cases/deals do you work on?
Much of our work involves alternative financing arrangements through the formation of special purpose vehicles (SPVs), which can take the form of newly created funds, borrowers using additional assets, or leverage. This legal structure can be used in a variety of ways, with receivables or asset financings. We also work on a lot of cross-border securitization transactions. In the digital assets space, we work with early-stage companies who are taking in new investments using blockchain, NFTs, and other new products in the market, which can have a U.S. securities law implication.
We also do a lot of general corporate fundraising. We do registered work such as IPOs, SPACs, de-SPACs, registered shelf offerings, sovereign offerings, corporate financing, and bank financing. We also work on risk retention—if there are regulatory questions about investment company acts and related risk, we weigh in on the U.S. securities law implications.
How did you choose this practice area?
I’ve been at Linklaters my entire career. I initially chose my practice area because I prefer transactional work. I like that there’s a finite arc to our work and the timeline of our deals is relatively short, usually a couple of months. I also like that financing tends to be collegial; everyone wants to get the financing done and it’s in all the parties’ best interest that the transaction is completed successfully. I also enjoy the complexity of my practice. Due to the cross-border nature of our work, we’re often confronted with new issues and it becomes a puzzle to solve to figure out how to fit the pieces together, which can be a fun exercise.
What is a typical day like and/or what are some common tasks you perform?
My role is hybrid—a mix of the execution and management of the deal. There’s an evolution in the role of an associate; when you become a mid-level associate and beyond, you start managing the more junior associates and you are also executing the documents. A typical day in my practice involves client calls, emails with a variety of parties, and drafting documents.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Taking some practical classes in law school will put you ahead of your peers, since there’s a steep learning curve when you join a firm. However, this isn’t required as you will learn on the job and there isn’t an expectation that you know everything when you start out. I also recommend reading business publications, which will give you a better understanding of the business trends in the market, which is helpful in day-to-day practice, as well as when speaking with clients and colleagues.
What do you like best about your practice area?
I like the complexity and variety of work that we do. We do not see the same exact transactions time after time, and the cross-border elements always add interesting challenges.
What is unique about your practice area at your firm?
We do work that spans seven practice groups: Derivatives & Structured Products, Structured Finance & Securitization, Equity & Debt Capital Markets, Financial Regulation, Energy & Infrastructure, Banking, and Leveraged Finance. We cover a lot of functional ground for a relatively small team. Due to the nature of the transactions we work on, we rarely work with just a New York team—there is almost always a cross-jurisdictional element that involves at least one of our other offices.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
This brave new world we’re in of remote and hybrid working is a game-changer in terms of how people organize their work and home lives, and what that means for them professionally and personally. It will be very interesting to see what things look like in five years.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
It’s about listening first and talking second. It’s important not to assume that the way things are done in the U.S. is the default; the world is big, and the U.S. is just a part of it, and what is customary varies from place to place. Because most of our work is cross-border, we’re able to develop cultural intelligence as a byproduct of our day-to-day practice. This makes us more flexible when we’re thinking about how to approach a transaction or come up with a solution; we’re more willing to think of alternative ways of doing things that might not be the norm in the U.S., which comes from that consistent international exposure.