The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Marla L. Matusic, Counsel and Gonzalo Go, Associate—Corporate and Securities (New York) (2023)
Marla Matusic is counsel in the Corporate & Securities practice at Mayer Brown LLP. Marla advises clients on the structuring and trading of complex derivatives and structured financial products, focusing on bespoke structures designed for institutional investors, proprietary indices, and automation. She also counsels on federal securities laws, the negotiation of ISDA and equity derivative transactions, and the setup and ongoing operation of structured note, warrant, covered bond, certificate of deposit, and commercial paper programs. Marla has been named a “Rising Star” by Euromoney, IFLR1000, and The Legal 500 and an “Associate to Watch” by Chambers USA.
Gonzalo Go is an associate in Mayer Brown’s Corporate and Securities Practice.G represents companies and investment banks in public and private offerings of equity and debt securities, including initial public offerings, business combinations with special purpose acquisition companies, shelf registration statements, follow-on offerings, registration-exempt issuances, investment-grade debt offerings, and securitizations. He advises public companies on stock exchange listing applications, maintenance, and transfers; securities law reporting and regulatory compliance requirements; and general corporate governance matters. G earned his LL.M., with honors, from Columbia Law School. He chairs the LGBTQ2IA+ Subcommittee of the American Bar Association’s Business Law section.
Describe your practice area and what it entails.
Marla: My practice straddles debt capital markets and derivatives. Sometimes this means handling traditional debt or derivatives transactions, but it often means working on projects that while technically debt, also include embedded derivatives or other “structured” elements. Working on bespoke transactions helps keeps things new and interesting, and luckily, many of our clients similarly exist in both worlds, so we are able to move back and forth together.
G: I advise management and boards of directors (mostly of special purpose acquisition companies (SPACs)) on initial public offerings (IPOs); potential structuring, accounting, regulatory, and stock exchange listing issues; SPAC initial business combinations (de-SPAC); other SPAC-related transactions; securities law reporting and regulatory compliance requirements; and general corporate governance matters. I also advise issuers and investment banks on debt and equity offerings to help companies raise funds post-IPO.
What types of clients do you represent?
Marla: The clients are typically major financial institutions; in particular, many large Canadian and French banks and their broker-dealer affiliates. I also represent fintech companies and other technology providers as well as the asset managers, insurance companies, and other large corporations that are frequent purchasers of structured products.
G: Most of the time, I represent SPACs, target companies, and financial advisers, counseling on structuring considerations, disclosure requirements, backstop arrangements, and financing transactions necessary to consummate a de-SPAC. I was part of the teams that represented Climate Change Crisis Real Impact I Acquisition Corporation (2021); Live Oak Acquisition Corp. (2020) and BiomX Ltd. (2019) in their de-SPACs with EVgo Services, LLC; Meredian Holdings Group, Inc.; and Chardan Healthcare Acquisition Corp., respectively.
What types of cases/deals do you work on?
Marla: I work primarily on complex transactions, which include a traditional debt or similar (e.g., deposit) obligation but incorporate additional features that either provide credit enhancement or exposure to unrelated market assets. These products are sold through a variety of channels, including via SEC-registered offerings, exempt public offerings, private placements to QIBs or accredited investors, and even off-shore transactions pursuant to Regulation S. I also assist clients in negotiations of ISDA confirmations for swaps, forwards, and other derivatives.
G: I usually work on SPAC IPOs, de-SPACs, and public mergers. Most recently, I was a member of the team which represented VAALCO Energy, Inc., a U.S.-based independent energy company with assets located in Gabon and Equatorial Guinea, in its strategic stock-for-stock public merger with TransGlobe Energy Corporation.
How did you choose this practice area?
Marla: In law school, I knew I wanted to be a transactional attorney but was not sure of anything beyond that. Working at two different banks after graduation allowed me to see a lot of different specialties, and my eventual decision came down to fit. I liked how fast paced the practice was and how every transaction was at least slightly different than those that came before. I also really enjoyed that this area involves a closer relationship with the “front office” than a lot of other practices, so you get a lot more exposure to the economic drivers and business determinations than you might in other areas.
What is a typical day like and/or what are some common tasks you perform?
Marla: Every day is different, and they rarely go according to plan. My day is normally split between ongoing or planned projects and urgent matters that arise during the day. I normally have large drafting projects, such as drafting disclosure for a new index or documentation for a new program, as well as client meetings regarding potential new products scheduled, and I will outline goals the night before of what I hope to get done. Transactions are much less predictable—I typically receive a call from a client, and depending on the transaction, they will want to be in the market immediately and sometimes as early as the same day.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Marla: Though I took some related courses in law school, like International Banking and Cross-Border Transactions, I never took Securities Regulation or any of the derivatives law courses. While securities regulation or derivatives and futures law courses could have been a helpful foundation, I was able to pick up a lot through osmosis—listening to conversations that were happening around me and reviewing what had happened in previous transactions—and a lot of researching and reading on my own as a junior associate. More than any coursework, a genuine interest in financial markets and our clients’ businesses is what I see as the most valuable trait for anyone entering this practice.
G: I did not attend a securities regulation class in law school but fortunately managed to make the cut and stay the course. I am, though, a CPA in the Philippines and kept abreast of financial news. However, in hindsight, I believe that the combination of a securities regulation class, Corporation Law, deals workshop, and basic accounting for non-lawyers would ease an associate’s path.
What is unique about your practice area at your firm?
G: Mayer Brown capital markets associates have a unique opportunity to be immersed and trained in all aspects of capital markets practice (equity, debt, derivatives, high-yield and structured products, and structured finance) by leading capital markets lawyers who are diverse, invested, and globally recognized for their work. We get to represent both issuers and underwriters across a range of industries. Being in a leading global securities law firm, Mayer Brown capital markets lawyers enjoy a close working relationship among our peers in all offices and work alongside them on cross-border securities transactions. Associate mentoring happens formally through assignment by the global chairs and informally through daily interactions with partners, counsel, and fellow associates in different class years (all levels adequately represented). Aside from the support the firm provides, our capital markets team has its own set of seasoned staff attorneys, paralegals, and marketing professionals who enhance and elevate our practice and its members.
How do you see this practice area evolving in the future?
Marla: Increased focus on technology and innovation to drive growth. Market participants are increasingly exploring technology and automation in order to shorten their time to market and reduce operational burdens, which also frees up resources to focus on new product development. Customer demand is also evolving and driving the development of new products. Some of this is in the form of green or ESG investments that are often talked about, but it also includes things like more flexibility to tailor their investments to very specific investment theses or market views and to adapt to rapidly changing market conditions.
What kinds of experience can summer associates gain at this practice area at your firm?
G: A summer associate is customarily assigned to a capital markets deal from the initial organizational call until closing, in order to have a fulsome understanding of how a deal gets done from start to finish. The summer associate is expected to draft a working group list and some transaction documents, including disclosure documents and closing deliverables; conduct due diligence reviews; attend working group calls; and prepare deal summaries and closing bibles. Summer associates are also encouraged to attend, together with current associates, some trainings relevant to capital markets practice; write thought leadership materials for publication that will acknowledge their contributions; engage in meaningful pro bono opportunities; and participate in non-work activities and celebrations to further orient themselves, not only in the practice, but also to meet and interact with members of the group, from the associates to the global chairs and even with our marketing colleagues.
What are some typical career paths for lawyers in this practice area?
Marla: Capital markets is a choose-your-own-adventure book. At Mayer Brown, we encourage all our associates to take ownership of their careers and learn as much they can while with the firm. During the first two years, associates are involved in all types of capital markets deals and generally learning skills that will provide a solid foundation and serve them well in any of the specialties. As associates progress, they are generally drawn to particular types of deals and begin to specialize. Whether to continue at a firm or transition to an in-house legal (or even front office) role is a very personal decision that depends a lot on individual goals. Mayer Brown does its best to give associates exposure to what an in-house role may be like through client secondments and is very supportive of each attorney’s personal journey. Many associates who join the capital markets practice are promoted to the partner ranks, but many also pursue roles at financial institutions, investment funds, or, particularly for those who specialize in equity capital markets work, late-stage startups or other companies.