The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Adam Brenneman is a partner in the New York office of Milbank and member of the firm’s corporate finance and securities group. Adam’s innovative work on complex cross-border transactions includes that on some of the region’s largest capital markets, special situations financing, and restructuring transactions. He regularly works for issuers, underwriters, and capital providers in transactions such as initial public offerings (IPOs), bond issuances, liability management transactions, loans, special situations and distressed investing, and distressed exchange offers in the United States, Latin America, and the Caribbean, as well as other jurisdictions.
Jonathon Jackson is a partner and the practice group Leader of Milbank’s corporate finance and securities group. Jonathon has extensive experience advising corporate and financial institutions on a broad range of capital markets and distressed and special situation investment opportunities. His expertise includes high-yield and convertible debt, project bonds, and securitizations, as well as IPOs and preferred equity. He regularly advises on in-court and out-of-court restructurings and liability management. Jonathon’s practice also includes advising on corporate governance, SEC reporting, and compliance matters, and he has experience across a variety of sectors, including retail, oil and gas, pharmaceuticals, healthcare, industrials, biotech, energy, aviation, and technology.
Describe your practice area and what it entails.
We practice in Milbank’s corporate finance and securities group, where we help companies raise capital from investors through global debt and equity markets. This capital supports a wide range of objectives, including financing growth, building new projects, making acquisitions, investing in innovation, and executing long-term strategies. At its core, our corporate finance and securities work sits at the intersection of law, finance, and business judgment.
The practice is fast-moving, deal-driven, and deeply analytical. It requires understanding of the client’s business, the market environment, and the strategic rationale behind a financing, not just the legal documents. In a single day, you may be advising on securities law questions, negotiating debt terms, making judgment calls on disclosure issues, guiding companies through credit ratings concerns, analyzing cross-border regulatory frameworks, and engaging in complex negotiations among multiple stakeholders.
We draw on a wide range of skills, from storytelling to contractual analysis and understanding international markets and politics. It’s an incredibly dynamic practice that rewards creative thinkers who enjoy working strategically at the center of high-value transactions.
What types of clients do you represent?
Our clients span the full spectrum of industries and geographies. We regularly represent issuers, private equity sponsors, investment banks, institutional investors, and private credit and hybrid investments funds on everything from IPOs, high-yield bond offerings, and investment-grade notes to convertible bonds, liability-management exercises, loans, and private capital solutions. If you have a business or a government that needs to raise money in the markets, we probably have a role to play in it. In 2025, we worked on hundreds of billions of dollars in bond and equity issuances alone, in addition to our work on loans, letters of credit, securitizations, and advisory engagements for companies considering accessing the markets for the first time.
Jonathon: What I enjoy most is how diverse the work becomes when your client roster spans technology, telecom, energy transition, consumer brands, industrials, and financial services. Every company’s story is different, and our job is to translate that story into a financing that succeeds in the market.
What types of cases/deals do you work on?
Jonathon: Some of my favorite matters have been large-scale, market-defining transactions including advising on the largest private capital financing ever for a technology company: Meta’s $27 billion 144A bond financing, which funded the construction of a data center the size of Manhattan; assisting MP Materials, the United States’ only rare earth minerals company and a strategically important player for national security, in expanding its capital structure; and executing high-yield bond offerings for companies such as Getty Images, where disclosure, covenants, and investor messaging were critical to success.
Adam: I work primarily on cross-border transactions with a particular focus on Latin America and the Caribbean. Some of my favorite transactions have included bringing LATAM Airlines back to the U.S. public markets after a three-year bankruptcy process; guiding Banco Davivienda by raising capital to integrate its acquisition of Scotiabank’s Central American and Colombian assets; helping the national oil company of Trinidad & Tobago finance its reorientation toward exploration and production; advising Codelco, one of the world’s largest copper miners, on raising funds to expand its mines and further its investments in lithium production to support the green energy transition; and assisting the largest blueberry growers in Peru in securing funds to increase pro-duction for export to the United States and Europe.
A defining feature of Milbank’s practice is that we routinely handle the most significant and strategically important transactions in the market. You are not in the second tier here: You are on the front lines.
How did you choose this practice area?
Jonathon: I was drawn to capital markets because it combines the intensity of transactional work with the logic and structure of securities regulation. During law school, I realized I wanted a career where I could see deals move quickly, work directly with business leaders, and participate in transactions that have immediate, real-world impact. Capital markets checked every box.
Adam: I really enjoy capital markets because it is fun to be part of real transformational moments for the companies we advise, and I enjoy helping them tell their stories to the public. Corporate finance and securities is also a very broad practice, so as an associate in our group at Milbank, you’ll work on a wide range of matters with countless opportunities to grow and learn.
What is a “typical” day like and/or what are some common tasks you perform?
One of the best parts of this practice is that no day is truly “typical,” but there are some common themes. Morning meetings are held with clients to discuss recent events in the market and progress on active transactions. Mid-day work typically involves negotiating covenants or structural terms, revising documentation, analyzing regulatory questions, or coordinating with internal teams in tax, finance, and litigation. The afternoon and evening is frequently dedicated to deal execution including signings, pricings, closings, or final negotiations.
Common tasks include drafting covenants and purchase agreements, preparing offering memoranda, advising on disclosure and securities law issues, and helping management tell its story in a way that resonates with investors. You learn not only how a business works but also how an entire industry operates.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
You don’t need a finance background to succeed, and many of the best capital markets lawyers were English, political science, theatre, or engineering majors. However, certain experiences help. Core law school courses such as Securities Regulation and Corporations are particularly useful. Supple-mental courses such as Bankruptcy, Secured Transactions, and Accounting for Lawyers provide valuable structural insight. Practical experience including clinics or internships involving financial regulation, corporate law, or transactional drafting helps build comfort with deal work. Summer positions at financial institutions, regulatory bodies, or corporate legal departments can be helpful but are not required. Soft skills, namely, clear writing, collaboration skills, and the ability to work under pressure matter as much as technical skills. Most importantly, curiosity is critical. Deals move quickly, and asking thoughtful questions is the fastest way to grow.
What do you like best about your practice area?
Two things: the pace and the impact.
Capital markets deals are fast, high-stakes, and intellectually rich. You often work directly with CEOs, chief financial officers (CFOs), and bankers, and the decisions being made in real time can move billions of dollars. You feel the impact of your work immediately, when the deal prices, when the market reacts, and when the company announces a major milestone.
The teamwork is exceptional. These deals require coordinated effort with numerous professionals, and Milbank fosters a culture where junior lawyers are brought into the conversation early and trusted with real responsibility. There’s nothing more rewarding than seeing a complex, months-long transaction come together knowing you played a key role in making it happen.
What is unique about your practice area at your firm?
Milbank’s corporate finance and securities group punches far above its weight. We consistently handle marquee deals, often the largest or most innovative transactions in the market, because clients trust the combination of technical precision and commercial judgment we deliver. A few attributes set us apart:
- Lean staffing and client access. Our associates get real ownership early. You are not one of 15 people on a deal team; you are indispensable. Even juniors are on calls with founders, CFOs, bankers, and investment committees.
- Cross-border strength. Few firms can match the seamless coordination among New York, London, São Paulo, Singa-pore, and Frankfurt.
- Integrated approach. We work hand in hand with our finance, restructuring, project finance, and M&A groups, giving us unmatched insight into the full capital structure.
- Breadth of products. We handle IPOs, at-the-market and debt offerings, and loans, as well as more exotic products like prepayments for gold bars.
In summary, Milbank combines elite deal flow with a culture that values growth, mentorship, and genuine responsibility.
How do you see this practice area evolving in the future?
Capital markets are constantly evolving, and the next decade will bring even more transformation. Private capital will continue to grow, with more companies raising large financings outside the public markets. Hybrid products, such as convertible preferred stock, delayed-draw notes, and structured private placements, will become more common as companies seek flexibility. Disclosure expectations will expand, especially around ESG, cyber risk, AI, and cross-border regulatory issues. Global markets will integrate further, meaning lawyers must understand how U.S., EU, and emerging-market regimes interact. Technology and data-driven analytics will change how deals are executed and how investors evaluate risk.
The constant evolution is part of the appeal. You never stop learning.
What are some typical career paths for lawyers in this practice area?
Capital markets experience opens doors across the legal, financial, and corporate world. Typical career paths include partnership at a law firm, the most traditional path; in-house roles, often in securities, corporate development, treasury, or business strategy; investment banking, leveraging knowledge of deal structures and market dynamics; private equity or credit funds, focusing on capital structure strategy, investor relations, or legal/compliance leadership; regulatory or government positions, including the SEC or state regulators; and international roles as global markets increasingly converge.