The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
P. Michelle Gasaway is a partner in Skadden’s Los Angeles office who advises clients on the full array of securities and capital markets transactions, in addition to out-of-court restructurings and distressed financings, acquisition financings, and other investment transactions. She was recognized in Chambers USA 2021 and recently named a Woman of Influence by theLos Angeles Business Journal, a Top Woman Lawyer by the Daily Journal, a Top Woman in Dealmaking by The Deal and Best in Capital Markets at the Euromoney Women in Business Law Americas Awards. Ms. Gasaway also was a key member of the deal team recognized by theDaily Journal with a California Lawyer Attorneys of the Year (CLAY) award for innovative work on behalf of Livongo Health in its $18.5 billion acquisition by Teladoc Health in 2021, the largest-ever M&A transaction in the digital health sector.
Describe your practice area and what it entails.
Skadden’s California capital markets practice handles high-profile deals, including traditional capital markets transactions across the full spectrum of debt and equity, such as IPOs, SPACs, de-SPACs, pre-IPO rounds, investment-grade debt, high-yield debt, convertible debt, acquisition financings, and private placements and investments. Many of these deals are first-of-their-kind and rank among the largest ever completed. The team also is regularly involved in structuring and executing nontraditional and complex capital markets transactions, including tender offers, exchange offers, consent solicitations, rights offerings, spin-offs, recapitalizations, restructurings, and other customized transactions.
What types of clients do you represent?
At Skadden, I have the opportunity to represent and build relationships with a diverse range of public and private companies of all sizes and from all industries, including entertainment/leisure, gaming, technology, fintech, energy, real estate, SPACs, investment banks, private equity firms, and other investors. Recently, in addition to numerous SPAC and de-SPAC transactions, I have worked on matters for clients such as Affirm, Burlington Stores, Dole, Five Point, O’Reilly Automotive, Southwestern Energy, Total Produce, Viking Cruises, WeWork, and Xilinx.
What types of cases/deals do you work on?
I have an incredibly diverse—and, in my view, unique for the West Coast—practice, representing corporate and REIT clients, SPACs, private equity sponsors, investment banks, and other investors in a broad range of traditional and complex securities and capital markets transactions. These matters include IPOs, pre-IPO investments, PIPEs, offerings of high-yield debt, investment-grade debt, convertible debt and other equity securities, “at-the-market” (ATM) programs, private equity investments, tender offers, exchange offers, consent solicitations, spin-offs, rights offerings, and other customized transactions. I also regularly advise clients on out-of-court restructurings and distressed financings, acquisition financings, and other investment transactions. In addition, I counsel clients on day-to-day issues, such as analysis of transaction alternatives and structures, disclosure issues, securities law compliance, public reporting, and stock exchange rules.
How did you choose this practice area?
I wanted a dynamic, fast-paced practice area and to be on the cutting edge of complex deals. I also sought a practice area that would continuously challenge me to apply my skills to executing innovative transactions and solving complex issues.
What is a typical day like and/or what are some common tasks you perform?
There is no typical day—every day is different, surprising, exciting, and challenging—and that is one of my favorite things about my practice. I could be closing a high-yield debt offering to finance an acquisition in the morning, followed by pitching a potential new technology client and participating in a video drafting session for an IPO, and then end the day by preparing to announce a complex cross-border de-SPAC transaction. The variety in my day is truly astounding.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In the capital markets world, familiarity with the securities laws is helpful, but the real training is on the job, through sponsorship and mentoring by your colleagues. You just need to bring the motivation and initiative to absorb and seek that knowledge, along with an ability to prioritize and manage multiple deals and workstreams, as well as an understanding of how to provide the highest level of client service.
What do you like best about your practice area?
The best thing about my practice is that there is no typical day. I am continuously challenged to apply my skills to innovative transactions and issues in a commercial, practical, and customized approach that is aligned with each client’s individual goals, business, and transaction needs. I have the privilege to be a trusted partner, guide, problem-solver, and confidant to my clients, as we together execute complicated and high-stakes transactions.
What is unique about your practice area at your firm?
The Skadden West Coast Capital Markets Group is a leading, full-service, global capital markets practice located in California. Transactions include the types of deals that make the front page of the Wall Street Journal, as well as uniquely West Coast matters, including in entertainment/leisure, gaming, technology, fintech, and real estate. We have exceptionally broad capabilities across the entire spectrum of equity and debt capital markets transactions. The depth of experience and breadth of capabilities is unique for a West Coast-based team.
What are some typical tasks that a junior lawyer would perform in this practice area?
Our Capital Markets Group offers junior lawyers a unique opportunity to work on the full spectrum and breadth of our capital markets transactions, engaging directly with a diverse group of clients and with teams across our global offices. As with my practice, a junior lawyer could begin the day in a video drafting session with a client for their IPO, followed by taking the lead on coordinating with the client and the working group to finalize documents for another deal closing, then meeting an entertainment or technology client at its offices in Los Angeles, and end the day working on a client’s acquisition financing.
How important is teamwork in the securities/capital markets work that you do?
Teamwork is at the heart of my practice area—whether it’s coming together as part of the Skadden team or with the deal’s client and working group. Everyone shares the same goal: to execute a successful capital markets transaction. To accomplish this, we work in partnership with our clients and leverage the vast knowledge and experience from across the firm. Skadden coordinates seamlessly across practice areas, offices and geographies, and our capital markets practice presents an opportunity to work closely, and develop lasting connections, with firm colleagues and clients alike.