The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
James is a partner in the Capital Markets group of Sidley’s office in New York. He represents both issuers and underwriters in a wide variety of corporate and securities matters and capital markets transactions. His experience includes public and private offerings of all types, including IPOs and other common equity transactions, preferred stock offerings, and secured and unsecured debt transactions (registered and 144A), including retail and institutional medium-term note programs. In addition to securities transactions, his practice includes consultation with clients regarding corporate governance matters and public company reporting obligations.
He regularly represents clients in capital markets transactions involving companies in a broad range of industries, including REITs, financial institutions and finance companies, energy companies, auto manufacturers, and consumer products. As part of the global Capital Markets practice at Sidley, he has been recognized by Chambers Global, Chambers USA, The Legal 500, and the International Who’s Who of Capital Markets Lawyers.
Describe your practice area and what it entails.
Sidley has a leading Capital Markets practice that covers the entire range of equity and debt capital markets transactions and products, including IPOs, spinoffs, privatizations, secondary offerings, investment grade and high-yield debt, preferred stock, hybrid capital, debt restructurings, liability management transactions, SEC disclosure issues, and corporate governance and board of directors matters. We have deep knowledge and broad experience with SEC registration and disclosure issues arising in connection with public and private securities offerings, ranging from routine issuances to cross-border IPOs to specialized products and novel transactions, as well as with related corporate governance and other requirements of NASDAQ and NYSE listing standards and federal law. Our experience covers industries and products across the capital markets structure and allows us to provide assistance in all manner of transactions at the highest levels.
What types of clients do you represent?
I represent both issuers and underwriters in a variety of transactions and in a broad range of industries, including REITs, financial institutions and finance companies, energy companies, auto manufacturers, and consumer products. Sidley has consistently ranked as one of the top counsels in public and private REIT securities offerings and has handled more U.S. REIT capital markets offerings than any other law firm in recent years. Our clients raise capital for a number of purposes, from general corporate use, to recapitalization and liability management transactions, to funding for acquisitions and M&A activity. Our underwriter clients include all major investment banks and include a variety of assignments, from underwriting an IPO to acquisition financing, private placements, tender offers, consent solicitations, product development, and liability management transactions.
What types of cases/deals do you work on?
I work on a wide variety of corporate and securities matters and capital markets transactions, including public and private offerings of all types, from IPOs and follow-on common stock offerings to preferred stock issuances, secured and unsecured debt transactions, tender offers, and acquisition financing. My practice also includes regular consultation with clients regarding corporate governance, board of directors and committee matters, public company reporting obligations, and strategic planning.
How did you choose this practice area?
Starting out, I was interested in the transactional side of private practice and in capital raising in particular. I began my career working with registered mutual funds and REITs. My REIT work particularly involved a number of capital markets transactions, including several IPOs. That work led me to more and more capital markets transactions with issuers in other industries and with many of the most active and prominent investment banks, which eventually became the focus of my practice. The breadth of the capital markets practice at Sidley has allowed me to serve a broad range of clients and expand my capital markets work over the years.
What is a typical day like and/or what are some common tasks you perform?
Each day varies quite a bit depending on the status and cycle of offerings that I am working on and the ongoing and particular needs of clients. As an example, working on an IPO involves several very busy periods as we draft and prepare the prospectus disclosure together with the working group, address SEC comments, and prepare for the public launch of the IPO over a period of several months. Transactions for existing public companies typically follow a much shorter timeline, with very busy days in particular at launch and during the pricing of those transactions. From time to time, companies will look to execute a transaction that is new to them or utilize a new capital markets product, and those offerings can be more involved, with interesting and unique issues to be worked through in advance of the offering. All offerings involve extensive due diligence review, disclosure assessment and drafting, negotiation of key transaction documents, and regular discussions and coordination with the full working group, including the issuer, the underwriters, all counsels, subject area experts, and independent auditors. Company specific matters that I work on, including corporate governance and board matters, can come up at any time as needed by our clients and often present novel issues that involve substantial review.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
The ability to multitask, handling a number of matters simultaneously, and the ability to work with a broad range of personalities are important skills for a capital markets lawyer. Securities Regulation or an equivalent law school class is essential, as the Securities Act of 1933 and the Securities Exchange Act of 1934 underly all of our matters. Corporation classes can also be important and any Corporate Finance, Capital Markets, or other transaction-focused law school classes can be very helpful. While not essential, a number of our associates have also had some related work experience, either as a paralegal in a transactional practice, or experience at an investment bank, accounting firm, or government agency. On a more general level, energy, interest, and enthusiasm are often key to success.
What do you like best about your practice area?
Working with a wide variety of people, both internally and externally, and getting the chance to really understand our clients’ businesses and drivers of their success are particularly rewarding parts of the capital markets practice. IPOs especially involve relatively large working groups that are focused on understanding all aspects of the underlying business and working together to successfully execute the most important transaction of the involved company’s existence to date. The experience, skills, and coordination required to make those deals happen are significant and being a part of pulling it all together is gratifying. Seeing and understanding different styles of leadership and different and sometimes unique business models is also fascinating. Working with issuers, investment bankers, counsel, auditors, and regulators involves different skill-sets and approaches and gives everyone insights into how to work together to facilitate a transaction and assist in the success of the involved company.
How do you see this practice area evolving in the future?
Capital markets transactions seem well poised for growth. There is room for many more public companies in the U.S., and the capital needs of both new and existing companies are likely to continue to grow as our companies innovate, evolve, and respond to the needs of and changes in our society and economy. Rapidly evolving technologies in a significant number of industries and a continuing shift to a more green economy will require substantial capital to fund that evolution. The capital markets will be an important source of that funding, growth, and innovation.
What are some typical career paths for lawyers in this practice area?
In addition to becoming partners in a busy and growing practice area, a number of our lawyers have pursued other career paths, including moving to in-house counsel positions at corporations and investment banks, becoming investment bankers, joining clients in other business capacities, joining private equity firms, and moving to government or regulatory positions. Many of those lawyers continue to work with us as clients or other resources, and a significant number have enjoyed great success in their new paths.
How important is teamwork in the securities/capital markets work that you do?
Teamwork is key in a capital markets practice. Partners and associates work closely together to execute each transaction as efficiently and expertly as possible. There can be significant interaction with our colleagues who are experienced in a variety of subject matters, often including tax, regulatory, and non-U.S. jurisdiction lawyers and, depending on the industry or circumstances of a particular issuer, may include environmental, real estate, energy, financial services, healthcare, litigation, investigation, and other professionals. Having a firm with the full range of required experience is therefore very important and working with those professionals is both fascinating and rewarding. Especially given the time sensitive nature of a capital markets transaction, a seamless interplay among all of the lawyers involved is critical to the efficient execution of the offering. I am very pleased to be part of a firm that makes that essential collaboration easy.