The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Rony Rothken is a partner in the Corporate department and a member of the Private Funds practice, where he focuses on the organization, structuring, and operation of a broad range of closed- and open-end private investment funds across multiple asset classes. Among his transformative deals, Rony advised Blackstone Real Estate in the establishment of the €9.8 billion Blackstone Real Estate Partners Europe VI. At the firm, Rony serves on the Personnel Committee and is an active member of STB Proud, the firm’s LGBTQ affinity group. A graduate of Fordham Law School, where he was a Wilkinson Scholar, Mary Daly Scholar and recipient of the Fordham Law School Prize, Rony received his undergraduate degree from George Washington University.
Nathalie Herrand is an associate in Private Funds. She is a 2018 graduate of NYU Law School, where she received the Norman Ostrow Memorial Scholarship. She has worked on a variety of closed- and open-end real estate funds, and advised Blackstone in its $14.6 billion secondary transaction related to BioMed Realty, the largest private owner of life science office buildings in the U.S. Nathalie received her B.A. from Duke University.
Describe your practice area and what it entails?
Rony: Our private funds group primarily forms investment vehicles for sponsor clients that raise capital from investors and then invest that capital in different asset classes. In addition to fund formation, we regularly work side-by-side with colleagues in M&A and other departments on a variety of fund-related transactions, such as representing sponsor clients in acquiring other sponsors and integrating them into their platforms. The work we do is always varied and keeps us on our toes!
What types of clients do you represent?
Rony: We advise a broad range of sponsors—from large, brand-name companies like Blackstone, Carlyle, KKR, and Silver Lake, to small sponsors just getting off the ground, to everything in between. I work closely with Blackstone, and with several other prominent sponsors like Intermediate Capital Group.
Nathalie: We’re fortunate to have a very diverse group of clients, which keeps our practice interesting. We also work across different verticals, comprised not only of private equity funds but also hedge funds, credit funds, infrastructure funds, real estate funds, funds of funds, and others.
What types of cases/deals do you work on?
Nathalie: Much of my experience has been with closed- and open-end real estate funds. Last year, I was very involved in a $14.6 billion secondary transaction by Blackstone related to BioMed Realty, the largest private owner of life science office buildings in the U.S. In that deal, I worked closely with lawyers throughout the firm, including M&A, real estate, tax, and credit. I’m currently working on a major fundraise for Carlyle’s flagship buyout fund.
Rony: Over the past couple of years, I’ve worked on some very large fundraises for Blackstone, including a $20.5 billion real estate fund, which was the largest real estate fund ever raised. I also worked on various secondaries transactions, which combine elements of fund formation with M&A. In one deal, I advised Blackstone in its acquisition and subsequent integration of DCI, a pioneer in quantitative credit investing. And at the other end of the spectrum, I’ve been advising a sponsor that consists of only three people and is just getting off the ground.
How did you choose this practice area?
Nathalie: I started at Simpson before I even began law school as part of the “Sponsors for Educational Opportunity” program, so I was actually a summer associate here for three consecutive summers! During my 2L summer, I had some private funds assignments and really liked them. That summer, an associate encouraged me to intern at a hedge fund during my last year of law school, which I did and enjoyed, so I’ve just always loved this work. Picking a practice is a very personal decision; I wanted to be in a group where I like the people and the work, and where I feel that I’m learning something new every day. There is a steep learning curve, but I see myself growing on a day-to-day basis.
Rony: I found private funds compelling for a number of reasons. I had really great mentors—in fact, we’re still close today as colleagues and friends. I also enjoy the long-term relationships we build with our clients; the folks I’m working with today are some of the same people I’ve been working with since my first day at the firm. And our group at Simpson is highly collaborative, which makes coming to work fun.
What is a typical day like and/or what are some common tasks you perform?
Rony: I spend a lot of time on the phone and on Zoom calls with clients concerning the transactions we’re working on, and have many internal conversations with colleagues about those same deals. In addition, I review and revise agreements throughout the day. But there are a lot of curveballs—you might have an unscheduled call from a client about a novel issue that ends up consuming most of your day, so you never really know how things will unfold.
Nathalie: My individual days vary, but there are certain tasks that I tend to work on regularly. As a junior associate, you routinely correspond with investors concerning subscription agreements to get them on-boarded to the fund. Junior associates also learn to master the closing mechanics, making sure we have all the documents we need and that investors’ questions have been answered; they also prepare initial drafts of marketing documents and side letters, which modify the terms of the partnership agreement or give investors special rights. As a mid-level, I supervise the junior associates in these tasks and spend time drafting partnership agreements and term sheets. I also review marketing decks and work with the business and legal teams at the client. So there’s a lot of variety. I’d also add that our staffing team does a great job making sure associates are assigned to funds at different stages, so we definitely get a sense of the full lifecycle of a fund.
What training, classes, experience or skills development would you recommend to someone who wishes to enter your practice area?
Rony: Most of the training happens on the job or through our training program, which is designed to equip our lawyers with the skills they need to succeed and to provide the best service to our clients. In terms of classes, while it’s helpful to take Corporations, Securities Regulation and Tax, students should take courses they care about. We’re interested in diverse, well-rounded associates and will teach you what you need to know.
Nathalie: I took some corporate-focused classes, but generally tried to take classes that I liked. Corporations is helpful regardless of which practice area you eventually choose, and I also find Securities Regulation to be useful in our group. And as I mentioned, I also did an internship in this field, where I got additional hands-on experience. But most of my training has been on the job. The firm’s STBReady training program for first-year associates includes lectures by professors and industry experts, as well as practice group sessions that introduce the key documents that each practice group utilizes.
What is the most challenging aspect of practicing in this area?
Nathalie: Our work is challenging but also exciting. Part of being a good private funds lawyers is becoming comfortable with being uncomfortable. As I mentioned earlier, the learning curve is steep. You have to grow and stretch in ways you might not have expected. Clients constantly raise novel questions, and each new transaction puts you in unfamiliar territory. At the end of the day, our work is enormously rewarding, especially when a fund is closed and you see what you’ve accomplished.
Rony: Our clients are the most sophisticated in the business, doing the most complicated work that challenges us to be creative and innovative; we work hard to achieve our clients’ goals.
What is unique about your practice area at your firm?
Rony: I believe Simpson has the best fund formation platform of any law firm around. We’ve been a key player in private equity since the 1980s and continue to have a prominent role, working on the biggest and most interesting deals. In addition, lawyers in our group don’t specialize in particular funds, which keeps us well-rounded and ensures that we maintain a breadth and depth of experience. Working at a firm like Simpson, collaborating with the types of clients we’re fortunate to have, and learning from the brightest minds in the business makes associates in our group the strongest in the legal industry.
Nathalie: Our group is very tight-knit, and because the lifecycle of a fund is long, you work with the same teams for an extended period of time. The senior associates and partners take their mentoring and training roles seriously and support your development as a lawyer. They nurture our strengths and build our skills.
What kinds of experience can summer associates gain at this practice area at your firm?
Rony: Summer associates can expect to work on different teams and experience all aspects of the transaction cycle. They’ll work on closings, participate in meetings with clients, and have opportunities to shadow lawyers and create work product.
Nathalie: When I was a summer associate, the associates and partners integrated me as a member of team, so I got a very good sense of what the expectations would be and the type of work I would handle. In terms of assignments, summer associates might be asked to work on marketing documents or to review subscription materials. During one summer, I was asked to help update sections of the partnership agreement. Summer associates will also get an understanding of the pace of our work and insight into the team dynamics, and get a good sense of how their careers will develop by seeing firsthand what junior associates, senior associates and partners do.
How important is it to understand your client’s business and how can junior attorneys gain this insight?
Nathalie: It’s very important—it frames your understanding of the big picture. Sometimes junior associates are given discrete tasks, so understanding the client’s business and goals helps you understand why what you’re doing matters, and how it fits into the larger scheme. Try to be a sponge. Even if you don’t understand all the nuances, keep your eyes on the big picture. As you build your portfolio of deals, your knowledge and skillset grow in tandem; it’s gratifying to look back and take stock of what you’ve learned and how you’ve developed.
Rony: Understanding our client’s business is vital to providing the highest-quality service possible. The best way we can do that is to listen to our clients and to ask questions. It’s important to speak with clients early on in the project; this allows us to understand what they’re trying to achieve and why they’re starting a new fund or product. I find this to be one of the most interesting aspects of our job.