The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Benjamin Beller is a partner in Sullivan & Cromwell’s general practice group. His practice focuses on restructuring and special situations. After earning his J.D. from Columbia Law School, he clerked for the Honorable Robert E. Gerber and the Honorable Shelley C. Chapman of the U.S. Bankruptcy Court, Southern District of New York. Ben was an associate at a prominent international law firm for six years prior to joining S&C in June 2020.
Describe your practice area and what it entails.
I focus on bankruptcy and restructuring, including advising debtors and creditors in complex Chapter 11 proceedings and out-of-court restructurings. My work involves developing and executing strategies that balance financial, legal, and business considerations, often in multiple-party, high-stakes contexts. I frequently coordinate across corporate, litigation, and regulatory dimensions to help clients navigate financial distress, optimize outcomes, and implement liability-management and capital-structure strategies.
What types of clients do you represent?
I represent a diverse set of clients across industries and geographies, including corporate borrowers and issuers, lenders, investment funds, sponsors, purchasers, and commercial counterparties. My clients include both public and private companies, and I have worked with notable clients such as Kidde-Fenwal, FTX, Oaktree Capital Management, and Deerfield Management on Chapter 11 and other restructuring matters.
What types of cases/deals do you work on?
I work on a broad range of complex bankruptcy and restructuring matters, including Chapter 11 reorganizations, out-of-court restructurings, and liability management transactions. My work spans all stages of the restructuring process, from liability management to debtor-in-possession financings and debt-for-equity swaps to later-stage litigation and stakeholder negotiations necessary to implement strategic solutions.
For example, I represented Kidde-Fenwal, Inc., in its Chapter 11 proceedings following multidistrict litigation arising out of the sale of PFAS; FTX and its affiliates in their Chapter 11 cases; Deerfield Management in the Chapter 11 cases of Invitae Corp., Sientra Inc., NanoString Technologies, Pipeline Health Systems, Mallinckrodt plc, and Endologix Inc.; and Oaktree Capital Management in the Chapter 11 restructuring of SiO2 Medical Products, Inc., Athenex, Inc., and Impel Pharmaceuticals.
How did you choose this practice area?
I chose my practice area at the very end of my time as a summer associate. From the beginning of the summer, I knew that I wanted to go into the corporate group. I tried a number of corporate practices throughout the summer, although none of them really stuck with me. At the very end of my sum-mer, I was assigned to a bankruptcy matter, and it just felt right. It felt like the right mix of law and policy and business decision-making. At the end of the day, it was a complex problem-solving exercise. I really enjoyed the two or three weeks that I was working on it before the summer ended, so I decided to pursue it full-time when I graduated, and I’ve been doing it for 12 years now.
What is a “typical” day like and/or what are some common tasks you perform?
One of the great things about the practice is that it’s multidisciplinary; every day can be very different depending on what stage of restructuring the matters are in. In the early stages, you’re working on transactional matters and figuring out what the transaction you’re trying to achieve looks like. Once you’ve figured that out, the questions become, “How are we going to implement that, and will that require litigation?” Even within a day, the work and the common tasks vary widely across that spectrum. A typical day is often filled with phone calls and internal meetings and also often involves a long stretch of time where I’m reviewing a brief that’s going to be filed in court. It may also involve reviewing some sort of transaction document that is going to implement the restructuring transaction. Often a single day involves all of that. So, the common tasks are doing whatever the deal needs, whether that’s on the transaction side of it, on the litigation side, or is a mix.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
A Bankruptcy class in law school is very useful. It’s not required, but it can certainly help. Bankruptcy and restructuring is primarily a “world of credit,” so any classes relating to secure transactions, or even just a Leveraged Finance class, are helpful in familiarizing yourself with that world. Any sort of clinic, internship, or externship in and around the world of finance and credit investing, or really any transactional exposure, is helpful for starting to gain experience and skills in the area. For a young lawyer, understanding how legal documents work and how transactions get done, even if it’s in an M&A deal, can be very useful to the restructuring practice. At the root, the restructuring practice is a means to implement a transaction. Often, we’re working on M&A transactions in a distressed M&A context or in a Chapter 11 context, or we’re working on the finance transaction inside the Chapter 11. In- and out-of-court restructuring is inherently some sort of financing transaction. Any exposure to modern finance, either practical or educational, can be very useful.
What do you like best about your practice area?
What I like best is what I would refer to as “multidimensional chess.” We’re playing and problem-solving where it’s not just a binary, two-party system. Our situations involve anywhere from 4 to 70 different parties who all want different things or who want some of the same things. We are figuring out how to get a “yes,” as they say in the world of negotiation. We have to balance competing interests and figure things out in a practical way that often doesn’t come through in other practices where you have less of a zero-sum game. In bankruptcy and restructuring, the pie is only so big, and the “fight” is over how to split it up. In other transactions, the boundaries are a little more flexible, and how you solve those problems, especially in a two-party situation, in my mind, is often simpler. The complexity of our practice is what I like best.
What is unique about your practice area at your firm?
This is a multidisciplinary practice, especially at S&C, which is the case at fewer and fewer firms out there. The restructuring group handles transactional, advisory, and litigation work and matters all at the same time, and in many ways, these matters can’t be separated. Litigation is how you implement the transaction, and the transaction is only worth what you can get done through litigation. It’s very important for restructuring lawyers to be able to practice and understand both. When it comes down to it, they are inseparable in our practice.
What are some typical tasks that a junior lawyer would perform in this practice area?
I sometimes talk about restructuring lawyers as the Swiss Army knife lawyers because we pull out all types of tools depending on what the situation requires. The typical tasks vary a lot, which is one of the nice things about the practice. Junior lawyers are asked to do legal research, review and mark up transactional documents, and prepare issue lists of changes or questions that arise from negotiating transaction documents. They’re also asked to really help manage the process. When you’re working in a BigLaw firm, the work is complex with a lot of moving pieces and a lot at stake. We rely heavily on junior lawyers to be very organized and focused on helping man-age the process. They make sure that issues are raised in an anticipatory way so that nothing falls through the cracks.
What advice do you have for navigating the multidisciplinary nature of bankruptcy practice?
I think the most important piece of advice is to not lose the forest for the trees. It’s important to always ask, “What are we really trying to achieve here? What is the practical side of all of this?” It’s easy when you’re researching something and getting into all the complexity to lose track of what we’re trying to achieve and why you’re doing it.
Junior associates who contextualize what they’re doing and understand the bigger picture not only have the most success but also, most importantly, receive the most fulfillment from the work. When you do this, it feels like the work you’re doing matters, and it’s not just being taken and used for a higher purpose that has nothing to do with you. I call this work the “scaffolding”: Maybe it comes down at some point, but it’s necessary to do the rest of the construction. All of the work that underlies the end product is necessary. I would also say to trust your instincts. If something doesn’t make sense to you, raise it and ask. I think people are often a little afraid of asking questions for fear of looking dumb or clueless, but asking questions is how you become “clue-full” rather than “clue-less.” You can’t really ask questions if you’re not paying attention and thinking about the bigger picture, so those two pieces of advice also go hand in hand.