The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Benjamin Kent is a partner in Sullivan & Cromwell’s general practice group and is currently based in S&C’s New York office. Ben advises both U.S. and non-U.S. clients on a wide range of matters across numerous sectors. He focuses on debt and equity financing transactions, including project, leveraged, and acquisition financings, as well as M&A and joint venture work, particularly in the context of natural resources and infrastructure transactions.
Ben has been based in New York since 2014, having previously spent significant time in the firm’s Frankfurt and London offices, and he has particular expertise in cross-border and multi-jurisdictional transactions. Ben’s capital markets experience includes initial public offerings, equity follow-on offerings, investment-grade offerings, and high-yield debt offerings, as well as structured financing products, and he has worked for a variety of issuers, underwriters, and other transaction participants.
Describe your practice area and what it entails.
Over the course of my career, my capital markets and securities practice has covered the full spectrum of securities transactions across both equity and debt, with the common theme generally being its international focus. Most recently, my practice has concentrated on the projects and infrastructure space, particularly on those issuers that are relevant to the energy transition (one of my areas of focus within S&C is the firm’s energy transition practice, which helps clients navigate decarbonization and the transition to clean energy).
This particular focus, together with the cross-border nature of much of my work, which has been a consistent theme throughout my years working in both the United States and Europe, has helped me to develop a practice with a unique, multidisciplinary angle that often incorporates a mix of capital markets and leveraged, project, and acquisition finance all handled by the same S&C team. This type of work exemplifies the integrated advice in which S&C specializes.
What types of clients do you represent?
Much of the work I do at S&C involves advising multinational entities in the natural resources, energy, infrastructure, and financial services sectors on their international financings. Because of the cross-border nature of much of my work, my clients are based all over the world and typically have global operations.
For example, in the capital markets space, my clients have included Antofagasta, a Chilean mining company; Barclays, a U.K. financial institution; Bayer, a German pharmaceutical and biochemical company; CMPC, a Chilean paper company; Fiserv, a U.S. financial technology company; Hudbay, a Canadian mining company; and SoftBank, a Japanese technology company.
What types of cases/deals do you work on?
In capital markets, my work includes investment grade and high-yield debt and a variety of equity and equity-linked transactions, including offerings of common stock and convertible notes, rights issuances, and derivative transactions, as well as liability management transactions. I also work on transactions that combine capital markets activity with other financings, such as credit facilities.
How did you choose this practice area?
I generally say that, rather than actively choosing it, I somewhat fell into it and then realized that I liked it.
I started my career in the Frankfurt office in 2009, and at that time, European companies that had survived the financial crisis were once again looking to raise capital internationally. They were accessing not only European but also U.S. capital markets, so they needed New York lawyers to advise them, and this was the first type of thing that I did as a lawyer.
The work attracted me because I realized that capital markets work is one of the most international practices available, particularly for U.S.-qualified lawyers given the size, sophistication, and liquidity of the U.S. capital markets, which are a draw to companies around the world. Capital markets is also a practice area that really lets you get embedded into the business of your clients because a big part of it is understanding how companies operate so that you can draft disclosure for investors. You have to be able to tell the investors about the business, and in order to be able to do that, you have to understand what the business is, what it does, and what it focuses on.
What is a “typical” day like and/or what are some common tasks you perform?
I’ll generally get up and spend a bit of time dealing with emails that came in overnight (given the cross-border nature of much of our work, there are often clients or counterparties in many different time zones), responding to those that need something immediate and prioritizing the rest for later in the day. I commute to the office by train, so I use that time to read the papers and catch up on the latest news and developments in the financial and legal press. Once I get in, my day is usually taken up with meetings and calls on active matters, but there is also a constant flow of emails, so I try to use any break to catch up on those and to start reviewing and marking up documents that need attention. I aim to leave the office in time to have dinner with my children and put them to bed. After that, I will review documents that require more dedicated focus (as there tend to be fewer distractions in the evening hours). As the day ends, I deal with stray emails that were lower on the priority list for that day and get ready for the next day.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
One skill that is particularly useful to capital markets is fluency with financial statements. Being able to read and understand financial disclosure is not necessarily something that people at law school may think they will need to be a lawyer, but it is a very useful skill and particularly important in this area of practice. More generally—and this is not so much a skill as an attitude—it is important to keep up-to-date with what’s going on in the business and financial world. And that doesn’t need to be more than just reading the Wall Street Journal and The Financial Times on a fairly regular basis so that you know what’s going on and are following macroeconomic trends, as background macroeconomics like interest rates, inflation, and employment levels have a significant impact on capital raising.
What is unique about your practice area at your firm?
The international nature of our capital markets practice makes us unique. I’ve been working at S&C for 15 years, and in that time, I have lived in Frankfurt, London, and New York and worked extensively with each of our other offices in Asia, Australia, Europe, and the rest of the United States. Throughout my career, I have worked on capital markets transactions that involved multiple jurisdictions, whether that was German and other European companies raising capital in the United States after the financial crisis, U.S. companies raising capital to fund acquisitions abroad, Latin American issuers looking for capital in Asia, and everything in between. We will regularly work with clients that have teams based all over the world and require close collaboration among the lawyers in our different offices.
What are some typical tasks that a junior lawyer would perform in this practice area?
This practice area is one in which a junior lawyer can gain experience and skills very quickly given the speed at which many capital markets transactions move. Juniors can get exposed to a number of entire transactions from start to finish in a relatively short period of time, which helps teach where the pressure points are, whether things can get negotiated, and how the transaction architecture works in a way that some other practice areas require more time to build up to.
Generally, the kinds of things you’ll be doing will be first drafts of disclosure documents and agreements. You’ll perform due diligence on the issuer, which involves reviewing documentary materials and internal and external reports to get an understanding of the risks relating to the company and then write about them in the disclosure. You’ll put together closing documentation for the transaction, and you’ll participate in calls with the company, the underwriters, and other lawyers to discuss the transaction.
What are some typical career paths for lawyers in this practice area?
Many capital markets lawyers will stay in private practice for their entire careers. Nonetheless, there are, of course, many other paths that people take. For example, capital markets transactions are very good training for being general counsel. In that role, you have to understand how legal issues affect your company’s business and how to discuss them with the company’s board and executives. You also have to analyze risks and know how to disclose them to investors. Working on capital markets transactions is an ideal training ground for this role as it frequently involves analytical questions around disclosure and the need to explain complex securities law provisions to sophisticated business people.
Another possibility is going in-house at an investment bank or even switching entirely to the banking or investing side. Capital markets transactions really train you to spot the kinds of things that are helpful when reviewing potential new investments.
How important is teamwork in the securities/capital markets work that you do?
Teamwork is absolutely critical to pretty much all of our capital markets work as the vast majority of capital markets matters that we handle are complex transactions that require a team of individuals, each of whom has a different role to fill. These transactions cannot get done unless everyone on the team can work together effectively.
For example, a transaction may involve preparing disclosure, negotiating agreements, putting together the terms of the securities being offered, and drafting and revising closing documentation. Each of these work streams requires a different set of skills. For example, to draft good disclosure, you need lawyers performing due diligence and understanding how the business works, while to properly negotiate an agreement you need lawyers with the market knowledge and experience to know what are reasonable positions. And that is before even mentioning all the business knowledge and skills brought to the table by the client teams, the execution expertise needed from the investment banking teams, and the support provided by service providers like trustees, fiscal agents, and listing agents. No transaction of any level of complexity can get done without all these different people working together as a team.