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The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Alan Fishman is a partner in the Capital Markets Group of S&C’s New York office and a member of its General Practice Group. He maintains a broad and multidisciplinary corporate practice, advising corporate, sovereign, and banking clients in a wide array of matters, including capital markets and finance as well as restructuring and special situations, investment funds, and mergers and acquisitions.

In capital markets, he has advised on public and private offerings or distributions of equity and debt securities by both U.S. and non-U.S. issuers, including IPOs, spin-offs, liability management transactions, and securities issued in connection with acquisitions and joint ventures. He has advised on some of the biggest and most sophisticated capital markets transactions in recent years.

Alan received his A.B. from Princeton University and his J.D. from Stanford Law School. He was elected partner in 2023. Before returning to New York in 2021, Alan was resident in the firm’s London office for six years and is a qualified solicitor in England and Wales.

Describe your practice area and what it entails.

My practice covers the full range of debt and equity transactions, including when companies first tap the capital markets via IPOs, their novel “first-of-its-kind” transactions, and their more routine offerings of debt and equity, including follow-on and secondary offerings, investment-grade and high-yield debt, and liability management transactions. In addition to securities offerings, I also regularly advise clients on ongoing public company matters, including corporate governance, ESG, cybersecurity, and disclosure matters. S&C is a leading law firm for debt and equity transactions worldwide, and we are routinely at the leading edge of the global capital markets. As a result, I advise clients on their most significant transactions and regulatory considerations, in addition to key recent developments pertaining to securities disclosures.

What types of clients do you represent?

I represent issuers and underwriters in a wide variety of transactions across the industry spectrum, including consumer & retail, industrials, media, telecommunications, and transportation. Among the clients I have advised on debt and equity transactions include AB InBev, Alibaba, AT&T, Bayer AG, Cementos Argos, DraftKings, and Telia Company.

An important part of my work as a capital markets lawyer is the ongoing advice I provide my issuer clients in connection with their public company reporting obligations and disclosures. In addition to advising on their capital markets transactions, I also advise Better Home & Finance Holding Company, DraftKings, Douglas Elliman, and Vector Group on their ongoing reporting and disclosure matters.

I am also active in S&C’s sovereign finance practice. I represent the underwriters or dealer managers for a number of sovereign issuers in Latin America in particular, including Brazil, Colombia, Panama, and Mexico.

What types of cases/deals do you work on?

Due to S&C’s generalist approach, I have had the opportunity to work across multiple practices in my career, spanning capital markets and finance, restructuring, M&A, and investment funds. Many of the deals I have worked on benefit from a multidisciplinary and cross-border approach, such as spin-offs or capital raisings to fund acquisitions across multiple jurisdictions.

For example, in acquisition finance, I worked on a $30 billion notes offering by WarnerMedia, a subsidiary of AT&T, in connection with AT&T’s $43 billion spinoff of its WarnerMedia business, one of the largest corporate debt offerings of all time. In addition to advising on that issuance, I worked with AT&T on the capital markets aspects of the combination of the WarnerMedia business and Discovery, Inc. in a Reverse Morris Trust transaction—a spin-off immediately followed by a merger. Also, I worked with Canadian Pacific Railway on the financing aspects of its acquisition of Kansas City Southern, including a debt commitment, registered bond offering, and subsequent debt-for-debt exchange offer for legacy debt of Kansas City Southern. Finally, I also helped AB InBev pursue a split-off IPO of its Asia-focused subsidiary on the Hong Kong Stock Exchange. In the sovereign finance space, I recently represented the underwriters in Colombia’s inaugural social bond offering and Brazil’s first sustainable bond issued to international investors.

How did you choose this practice area?

The arc of my practice and career at S&C over the last ten years reflects changing with the market and being able to adapt to different practice areas and different cultures. When I joined the firm, I gravitated towards the General Practice Group because of the ability to sample different areas. At S&C, most associates choose a primary group after two years, but instead, I went to London for six years, where there is an abundance of various types of work, including finance and restructuring, M&A, and capital markets work; I have more recently focused on capital markets in the United States. I very much enjoy establishing long-term relationships with my clients, which involves getting to know their businesses and management teams and deepening those relationships over time. Being involved in this practice group leads to a virtuous cycle of knowledge about our clients and the ability to evolve my practice with their businesses. Capital markets work is really the latest stage in an evolution over a decade of practicing at S&C, and I expect and hope that evolution to continue in the future.

What is a typical day like and/or what are some common tasks you perform?

There’s a lot of variety in the day to day because of the nature of representing companies in different facets of their capital raising, governance, and transactional matters. For any given client, I may be having an audit or board committee meeting, negotiating with opposing counsel on various transactional matters, or reviewing disclosure or advising on comments from the SEC or other stakeholders. Every day is a different mix, which is one of the virtues of having an international practice—you establish relationships across many cultures and continents. Different time zones sometimes result in early-morning or late-night phone calls or travel, which I find to be energizing in thinking about the challenges my clients face and the ways in which I can help them find solutions.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

For aspiring capital markets lawyers, it’s indispensable to understand, even on a basic level, accounting and finance. So much of what we do in this practice relates to achieving business goals that are expressed through financial metrics. Understanding the economics and the accounting of transactions to achieve desired outcomes is critical for understanding what you’re asked to do as a junior lawyer. In law school, I took classes in the business school, including courses on investing, capital markets, and debt markets, all of which provided a further foundation to my background in finance. You should also think strategically about the industry sectors about which you may want to learn. Take advantage of the resources available to you to expand your knowledge base—both in the narrow areas of law and finance and in the broader areas of what you find interesting and inspiring. Ultimately, that’s what’s important long term—finding success and happiness in your career.

How do you see this practice area evolving in the future?

There has been a proliferation of technology enabling various means of communication, and also regulatory requirements to disseminate more information by public and private companies. The amount and breadth of information that public and private companies are putting out into the market has expanded significantly, as well as the means to understand and analyze it, which reflects the challenges in the future of this practice. We have ever-increasing capabilities and requirements for disclosure of information to which legal consequences are attached. There is also a shift toward innovation in how that information is analyzed. Over the next 30 years, change in public company disclosure practices will inevitably be driven by increasing technological efficiency coupled with the need to disclose more information. Successful lawyering depends on building relationships and trust with our clients and other stakeholders, and it will be interesting to see how technology can better enable that core driver of the legal profession over time.

What kinds of experience can summer associates gain in this practice area at your firm?

At S&C, we strive to make the summer associate experience as close to the associate experience as possible; we give substantive work to the summer associates on our deal teams. We bring summer associates onto a team with a partner and two or three associates, and they’ll be asked substantive questions, included on client calls and emails, and get a firsthand look at our practice. If you’re looking to gain early exposure to clients as a summer associate or junior lawyer, the Capital Markets practice is certainly fertile ground for that because many aspects of the work are collaborative in nature.

What are some typical career paths for lawyers in this practice area?

Working in this practice area, you have a window into so many different facets of a company’s operations; it can serve as a critical foundation for all types of careers, including working at a public company as in-house counsel. While many other practices can lead to a role of this nature, having an understanding of securities laws and public company governance is particularly valued for roles like this. 

For those looking to live and work abroad, the U.S. capital markets are the deepest and largest in the world, and as a result, will be the greatest source of liquidity for companies both in the U.S. and abroad. Nearly all of our international offices have a significant Capital Markets practice. Some of that is local capital markets, like in Frankfurt and Hong Kong; in London, we practice English and U.S. Capital Markets. Being able to translate knowledge that you have gleaned from a practice in the capital markets area in the U.S. to other countries is a strong and differentiated skill set.

How important is teamwork in the securities/capital markets work that you do?

Teamwork is critical to everything that we do—in Capital Markets and across the firm. Internally, we view our firm and teams within the firm as one organization working together to provide excellent service to our clients as expeditiously as possible—and that can only happen with internal collaboration. This is critical to what we do in a Capital Markets practice from a firm perspective—for example, if you’re working on an IPO as a capital markets lawyer, you will be interfacing with executive compensation lawyers, tax lawyers, regulatory lawyers, and in some cases M&A lawyers. You have to draw on the knowledge and talents of others to deliver the best work and service to our clients, which means that all of us are constantly learning and engaged together as a team.