The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Szeman Lam is a partner in the Corporate Department and a member of the Private Credit Group. At the time of this Q&A, she was an associate.
Szeman represents private credit providers in financing transactions, including private debt funds, business development companies, specialty finance companies, insurance companies, and sovereign wealth funds. She has experience in unitranche, first and second lien, secured and unsecured mezzanine, split collateral, holdco, and other deal structures in connection with acquisition financings, leveraged buyouts, refinancings, dividend recapitalizations, cross-border financings, restructurings, forbearances, and debtor-in-possession financings, across a wide range of industries.
Szeman is co-chair of the Associate Council and is on the firm’s Boston Hiring Committee. She also serves on the board of Boston Explorers, a nonprofit organization dedicated to providing a unique summer camp experience for urban youth that combines hands-on activities with spontaneous adventures and explorations across the city.
Szeman earned her law degree from the University of Virginia School of Law and graduated magna cum laude from Duke University. During law school, she was an editor of the Virginia Law Review and advised start-up companies on general corporate and financing matters through the Entrepreneurial Law Clinic.
Describe your practice area and what it entails.
The Private Credit Group (PCG) is a unique finance practice that has grown tremendously over the past couple of decades as alternative (non-bank) lenders have continued to form an increasingly large part of the private debt market. I represent mostly lenders in financing transactions ranging from $10 million to over $1 billion across a variety of industries, including software, financial services, healthcare, media, communications, technology, consumer and retail, pharmaceuticals, manufacturing, and food services.
What types of clients do you represent?
I represent private credit providers across the middle market and upper-middle market, including direct lenders, private debt funds, investment banks, institutional investors, and business development companies. Clients I work with consistently are among the most active players in the private credit industry, including Ares Capital, Antares Capital, Golub Capital, Jefferies Finance, Bain Capital, and MidCap Financial.
What types of cases/deals do you work on?
On the front end, I advise clients on a broad array of complex corporate finance transactions, including unitranche, first and second lien, secured and unsecured mezzanine, split collateral, holdco, debt-like preferred equity, and other deal structures in connection with leveraged buyouts, acquisition financings, refinancings, dividend recapitalizations, and cross-border financings. On the back end, I also assist clients with restructuring work, including forbearances, rescue financings, corporate reorganizations, distressed investing, and debtor-in-possession financings.
How did you choose this practice area?
I started my career at Proskauer as a summer associate and was drawn to its wide range of corporate practice areas. Within the corporate department, the transactional and fast-paced yet collaborative nature of deal work was very appealing to me. I find it fascinating to see each party come to the table with a laundry list of terms that they want in the deal, but as the deal progresses, each side has to negotiate and whittle down their list to their must-haves, their nice-to-haves, and the points that they can compromise on. In terms of deal work, I was drawn to PCG in particular because even as a summer associate, I could sense the energy and momentum coming from the group as a growing and continuously evolving practice area, and I said to myself, “I want to be a part of that. I want to get in on that excitement.”
What is a typical day like and/or what are some common tasks you perform?
As I often say, there is no typical day! Every day is different and challenging, and I learn something new each day, which is why this is a career and not just a job. I spend most of my days drafting and reviewing contracts, leading calls with clients and advising them on both legal and business issues and on what I am seeing in the market, negotiating issues with opposing counsel, and training and mentoring junior and mid-level associates. I also serve on various committees and am actively involved in furthering diversity initiatives at the firm, including as Co-Chair of the Firmwide Associate Council and on the Boston Hiring Committee, so part of my day often consists of conducting interviews, leading meetings, and participating in recruiting events.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
For someone who is interested in finance work or in entering a corporate practice area in general, I would recommend taking business law courses, such as Accounting and Corporate Finance, Corporations, Secured Transactions, Securities Regulation, Mergers and Acquisitions, Bankruptcy, and Federal Income Tax. Courses that focus more on the practical skills that are important in practicing as a corporate lawyer, such as Negotiation and Corporate Strategy, can also be very helpful. Finally, one of the most valuable experiences I had in law school was enrolling in a clinic, which gave me the opportunity to represent my own client and to gain hands-on, practical experience. Through the Entrepreneurial Law Clinic, I took the lead role in working with a startup company, reviewing and helping them file their formation documents, and advising them on corporate governance and other legal issues associated with starting a small business.
What do you like best about your practice area?
I love that PCG is truly at the intersection of law and business. My clients look to me to resolve complex legal issues by thinking outside of the box and coming up with creative, novel solutions, which I find intellectually stimulating, challenging, and very satisfying. Each deal that I work on is different. Even when a new deal looks similar to one that I have worked on in the past, there is always a twist or turn that is different and that I may have never seen before, so I am constantly learning, which is the exciting feeling that continuously gets me out of bed every morning.
What are some typical tasks that a junior lawyer would perform in this practice area?
Our deals are leanly staffed, typically including a partner, senior associate, and junior associate. On transactions that are particularly complicated or fast moving, a mid-level associate may be on the team as well. Therefore, every member of the team, from the most senior lawyer to the most junior lawyer, plays a critical role on the deal. A junior lawyer often drafts and reviews ancillary documents, manages the closing checklist, leads checklist calls, and runs the diligence process. Junior lawyers who are the most successful in our group tend to be proactive in running with junior work streams, organized in staying on top of all the moving parts on a deal, and open minded about being a team player and taking on step-up opportunities. Even junior lawyers are constantly interacting with clients and building up client relationships from very early on in their careers, which is a unique aspect of PCG.
How do you see this practice area evolving in the future?
I have seen PCG evolve with the market and with the economic conditions at a macro level, which keeps the practice relevant and at the forefront of the industry. When the economy is booming, we certainly see more front-end deals in the form of new acquisitions and new financing transactions. When the economy is heading towards a recession, we see more back-end restructurings and workouts. As the private debt market continues to evolve and as we enter new economic cycles, I see PCG evolving with the times but continuing to be a market leader in the private credit industry.
What are some typical career paths for lawyers in this practice area?
PCG continues to grow, so there are certainly opportunities for promotion within the group. For lawyers who are looking to gain experience outside of a law firm, PCG provides lawyers with unparalleled training when it comes to transactional skills that are necessary to succeed in in-house positions at our clients or at other companies. I have seen PCG lawyers transition into roles ranging from counsels at investment management firms to private debt funds to startup companies.