The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Benjamin Rubin, Partner—Corporate
Benjamin Rubin is a partner in Proskauer’s Corporate department and a member of the Private Credit group. He was promoted to partner in 2018, after joining the firm as a lateral associate in 2014.
Ben focuses his practice on complex corporate finance transactions in the asset management industry. He represents an array of private credit providers, including private debt funds, BDCs, CLOs, sovereign wealth funds, hedge funds, and private equity investors in connection with growth investments, acquisition financings, going-private transactions, and joint venture programs as well as other finance-related transactions, including innovative, first-in-kind transactions across the U.S. and Europe. Ben has extensive experience in intercreditor and interlender issues, secured creditor and bankruptcy rights, debt restructurings, and private equity investments.
Ben has experience in a wide range of business sectors, including health care, information technology, industrial and manufacturing, transportation, retail, and financial services.
Describe your practice area and what it entails.
As a firm, Proskauer provides a full suite of services to asset managers and, in that larger complementary structure, the Private Credit group works on a variety of financing and structured transactions. We are unique among financing practices in the market due to the fact that we exclusively represent private credit providers and alternate sources of capital. I work on a variety of types of transaction within the financing world, including leveraged buy-outs, cross-border acquisitions, refinancings, dividend recapitalizations, joint venture and fund structuring transactions, and debt restructurings. We work hand-in-hand with numerous other practice groups at Proskauer, including Private Equity and M&A, Tax, Private Funds, Real Estate, Labor and Employment, Environmental, Healthcare and Data Privacy, and Financial and SEC Regulatory Compliance.
What types of clients do you represent?
We represent a large and diverse group of private credit providers, including some of the largest asset managers in the world, each of which has its own set of complexities and nuances, making our close relationship and partnership with our clients an integral part of my practice. Among that list of clients are AllianceBernstein, Antares, Apollo, Ares, BC Partners, BlackRock, Carlyle, Goldman Sachs Asset Management, KKR, Neuberger Berman, Owl Rock, Partners Group, and TPG.
What types of cases/deals do you work on?
Our most typical and frequent transactions are leveraged buy-outs (LBOs), where our clients partner up with a private equity sponsor to acquire a target company with a blend of equity and debt financing. We work on LBOs across a wide variety of industries, from information technology and software to health care and government contractors to hazardous materials and manufacturing. The wide variety and exposure to different industries and businesses is a fascinating aspect of my practice as we are continually learning, at a micro level, about particular business models, services, and products and, at a macro level, about the economy as a whole.
How did you choose this practice area?
When I came out of law school I had already made up my mind that I wanted to work in a transactional practice area, which I think is the key first decision to make. Otherwise, I had taken a number of courses in law school focusing on international financial transactions, cross-border M&A, and infrastructure project finance and really took to the blend of business, law, management, and accounting in those areas. I initially sought out a Project Finance group and tangentially ended up working in the Financing and Restructuring group at my previous firm. When I came to Proskauer, I specifically sought out the Private Credit group as a market leader in the space, with a large presence in Boston, London, and New York.
What is a typical day like and/or what are some common tasks you perform?
The balance of my work can be broken up into three general categories: (a) work on actual transactions, (b) internal management and training, and (c) marketing and relationship-building and maintenance. There is certainly overlap among the categories, and each day, the mix varies, but the aspect I like the most about my particular group is that I do have a wide variety of experiences from week-to-week and year-to-year.
On a typical day, first thing in the morning, I usually check in with the associates on each of my transactions and have a conversation about status and answer any questions they may have. I may then spend a few hours reviewing term sheets or loan documentation or discussing open issues on a particular deal with clients. Around lunchtime, I frequently give presentations to the associates through our training program or host a training session for one of our clients on a topic of interest to them in the market. Then the afternoon is filled with phone calls with clients, whether just checking in to see how they are doing or speaking about a particular matter.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
There is a wide variety of backgrounds in my practice, so there is not one path or simple answer to this question. In terms of law school experience, the most relevant courses would be Corporate Bankruptcy, Secured Transactions, and Mergers and Acquisitions; however, I am of the opinion that development of soft skills is of equal or greater importance. I would recommend any experience which provides an opportunity to develop public speaking skills, teach or train others on a topic, or engage in uncomfortable discussions. So much of my practice relates to communication skills and style—something as simple as being comfortable talking to strangers on the phone can be a real asset.
What do you like best about your practice area?
I really love the blend of skills and tasks that a successful lawyer in my practice area must develop and deploy. I did not necessarily become a lawyer with practice management and development of younger attorneys front of mind, but it has been a welcome development that a significant amount of my time is spent on those areas. It really keeps the job interesting and refreshing and, in my mind, is certainly a perk of working in a larger organization and a larger group. It is great to build relationships with the younger associates and then watch their development as they progress through their careers.
What is unique about your practice area at your firm?
The Private Credit group is a cohesive business unit that takes a collaborative approach to growth both within our group and across the firm. We meet on a formal basis once a week and informally on a daily basis to talk about business strategy, marketing, training, developments in our market, and ways in which we can expand our practice and also broaden relationships with our existing clients within our group and across the firm. We find that with this collaborative approach, we can consistently grow and elevate the entire practice. Ideas are shared and developed amongst the group to take advantage of varying viewpoints and hone our strategy.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior associates play an integral role in every transaction we work on. Initially, junior associates are most involved with deal process and timelines. There are a lot of moving pieces to an LBO transaction across both the equity and debt documents and a lot of parties involved with all the business personnel at various institutions and each of their respective counsel. Making sure that all the people and documentation continue to move along the targeted timeline is a complex task that junior associates learn to manage early on. We also try to get junior associates as much exposure as possible to each of the deal documents and are consistently pushing the boundaries of their comfort zones to ensure everyone is developing as quickly as possible. Our goal is for associates to be running their own deals as soon as they are capable.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
As a unique and all-encompassing crisis, the initial effect on our practice was a pivot away from front-end deals towards anticipating and answering questions from clients who were trying to get their footing and assess the impact of the shut-down of certain segments of the economy on their businesses and their client’s businesses. We subsequently moved into a stage of restructurings for companies that were hit particularly hard by the pandemic. We keep most of that restructuring work with the Private Credit group or work in tandem with the Private Credit Restructuring group to handle complex work-outs of troubled credits. As a firm and a group, we have all adjusted to working remotely with excellent support from the firm’s technology platform, maintaining a consistent level of contact with our colleagues to try to replicate, as much as we can, the dynamic atmosphere of our office working spaces.