The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jeeho Lee, Partner—Corporate (2022)
Jeeho Lee is a highly skilled corporate transactional lawyer with extensive experience representing U.S. and foreign issuers and underwriters in initial public offerings, secondary offerings, private placements, debt offerings—including investment grade issuances and high-yield offerings—and debt restructuring transactions such as exchange offers. In addition, Jeeho assists public companies with securities law compliance, disclosure issues, and corporate governance matters. She also advises issuers, advisors, and funds with respect to the corporate, security law, and transactional aspects of financial restructuring matters. Jeeho’s issuer clients include AFC Gamma, Inc., Air Lease Corporation, American Honda Finance Corporation, Care Trust REIT, Inc., Francesca’s Holdings Corporation, Geneva Enterprises Inc., Microsemi Corporation, Synaptics Incorporated, and Verso Corporation. She also serves as designated underwriters’ counsel for Toyota Motor Credit Corporation. Jeeho has been recognized as a “Rising Star” by the International Financial Law Review every year since 2014. Recently, she was one of five capital markets lawyers recognized by Law360 as a Rising Star under 40. Jeeho also serves as the firm’s firmwide Hiring Partner, responsible for managing recruiting efforts across O’Melveny’s 17 offices.
Describe your practice area and what it entails.
Capital markets is a corporate practice where we help companies raise money from the public markets and other investors. What’s really interesting about the practice is that we are deal lawyers, because we’re tasked with executing and structuring transactions, but there’s also a significant regulatory piece to what we do, given the sale of securities and raising money. We are one of the few practice areas that involves being both deal lawyers and regulatory lawyers.
What types of clients do you represent?
At O’Melveny, the capital markets practice focuses largely on public companies, or companies that are planning on becoming public companies. We also work very closely with our emerging companies practice to help companies throughout all life stages. So we do a lot of work on the company side, but we also represent the banks, who are likewise trying to help these companies raise money through the capital markets.
What types of deals do you work on?
Many of my deals involve helping a company become public through either an initial public offering or a Special Purpose Acquisition Company (SPAC) transaction. We also help companies restructure their balance sheets and raise debt.
How did you choose this practice area?
I really enjoy being a deal lawyer. I like the team aspect of it. The type of work that we do requires real coordination among the team at O’Melveny. It’s also nice in that I get to be a regulatory lawyer too—there’s a lot of nuance that we are able bring to the table based on the regulatory expertise that we develop. Also, compared to other corporate practice areas like M&A, capital markets operates within a more defined set of rules, which I like.
What is a typical day like?
I mentioned this work is collaborative, so lots of meetings and calls! I’ll connect with the internal team or the deal team on how best to disclose certain company updates, which starts with thoroughly understanding a company’s business. Another big chunk of the day is what I would call getting people from point A to point B: thinking strategically about where we are in the deal execution process. Are we thinking three steps ahead? What do we need to do so that we’re in a good position to get to the next steps? And I spend a lot of time thinking through how to structure the transaction to meet the regulatory requirements, some of which can be very nuanced.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter the capital markets practice area?
As long as you have an open mind and you’re interested in learning, you don’t really need any specific skills ahead of time. You certainly don’t need to be an investment banker or finance major. I was a liberal arts major in college. That said, I would recommend classes in accounting and securities regulation if you’re interested in capital markets. But ultimately, I think that if you’re willing to soak it all in when you arrive at your firm, you will be fine. At O’Melveny, our approach is that it’s our job to train you and to teach you.
How important is teamwork in the capital markets work that you do?
Teamwork is critical in the work that we do, because the work is fast paced and large in scale, making everybody’s role critical in getting to the finish line. For example, one of the most important parts of the capital markets deal is making sure that the disclosure is correct—that the story that we’re telling about the company is accurate. You can’t accomplish that unless someone is doing the diligence. There’s a reason and a purpose behind everything that we do. It doesn’t matter how junior or senior you are, everybody’s role matters. We can’t get our deals done without each person showing up for the team.
What do you like best about your practice area?
When I work with opposing counsel, it’s hard to even call them opposing, because at the end of the day everybody’s interests are aligned—the company and the investment bank that’s helping the company raise money. I would put capital markets high on the spectrum in terms of how collaborative it is. It’s not just that we all need to get this deal done, but both sides equally want to be able to successfully navigate the SEC process and make sure that disclosure is correct. I often tell people that I’m paid to get along with other people, and I like that!
How do you see this practice area evolving in the future?
There are always going to be new ideas on how to raise money. In 2020 and 2021, more innovative financing structures like direct listings and SPACs became very popular. People will continue to be creative, and as they come up with new financing structures, they are going to need lawyers who are willing to be in the trenches with them to make these new structures work within the SEC’s regulatory regime.
What are some typical career paths for lawyers in this practice area?
There are lots of different things people could do with the work that we do. The typical career path is being able to go to the SEC and work for the division of corporate finance. Another path would be to go in-house. There are so many in-house opportunities, particularly now with the increase in the number of companies that want to go public. Those companies want to have capital markets lawyers who are familiar with the SEC rules on their teams. And of course there is the path of continuing to build your practice within a law firm. Capital markets has been around for almost a hundred years. There will always be a place for capital markets lawyers at O’Melveny!