The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Justina Chen is a partner in Weil’s banking and finance practice based in Silicon Valley. She advises leading private equity sponsors, portfolio companies, corporate borrowers, and financial sponsors on a variety of financing transactions, including cross-border and domestic acquisition financings, direct and syndicated lending, middle-market and large cap financings, fund financings, and Chapter 11 reorganizations and out-of-court restructurings.
Justina was a Weil summer associate in 2014 and officially joined the firm’s banking and finance practice in New York in 2015. She briefly left the firm to serve as an Assistant Vice President and a member of the leveraged finance legal team of a leading global investment management and financial services firm. She rejoined Weil and later moved to the firm’s Silicon Valley office.
Justina received her J.D. from the University of Michigan Law School and her B.S. from the University of North Carolina at Chapel Hill.
Describe your practice area and what it entails.
My practice focuses on structuring, negotiating, and executing loan transactions, often as part of a leveraged buyout, restructuring, refinancing, or recapitalization. This can involve structuring and negotiating the initial loan terms, analyzing and advising on existing loan documentation, and/or repricing, extending, modifying, or repaying existing loans. At Weil, we work with borrowers in all industries, on loans of all types and sizes, and at all different levels of the capital structure. For example, at “higher” levels of the capital structure, we frequently work on financing in the form of structured preferred equity, holding company loans, and net asset value facilities.
What types of clients do you represent?
I work mostly with private equity firms, ranging from middle-market to large sponsors, as well as their portfolio companies, which also range in size. I also advise corporate borrowers like public companies and debtors-in-possession. I’ve recently represented Genstar Capital and its portfolio companies, as well as OMERS Private Equity and its portfolio companies, on their respective financing needs. With respect to corporate borrowers, I’ve recently represented clients such as First Watch Restaurants, Inc., in its $350 million senior secured term loan and revolving facilities and Air Methods Corporation in its Chapter 11 debtor-in-possession financing, exit financing, and subsequent refinancing.
What types of cases/deals do you work on?
Most of my practice revolves around event-based financing transactions, such as acquisition financings, refinancings, repricings, and dividend recapitalizations. These transactions represent the more traditional part of my practice and, depending on the market, probably accounts for the majority of the matters I work on. The rest of the time, I am working on capital solutions for borrowers, which often involve amendments to existing loan documentation to enhance liquidity and/or grant covenant relief. Clients choose Weil banking and finance for our market expertise and advice, our first-class advocacy and negotiation skills, and our ability to think through complex situations and come up with solutions that address our client’s goals. As a result, even when the type of financing doesn’t change, I am never working on the exact same transaction twice: Each transaction has its own set of challenges and risks, which keeps the work new and exciting.
How did you choose this practice area?
As a 2L in law school, I had no idea what type of law I wanted to practice, and I didn’t even know all of the practice areas that were available. Weil’s New York rotational summer program was perfect for me, as it gave me the opportunity to meet attorneys and take on assignments in the restructuring and corporate departments (including all of the practice groups within corporate). During my corporate rotation, I was drawn to how the banking and finance attorneys worked and interacted with each other, opposing counsel, and clients. It felt like a real team environment. Internally, they were focused on mentoring, training, and providing support to each other; externally, they were collegial and collaborative, including with opposing counsel. The banking and finance practice is very relationship-based. We see the same players (e.g., private equity sponsors, financial institutions, and law firms) on transactions all the time. These repeat interactions incentivize maintaining good working relationships and finding solutions that work for all sides, which are goals that fit my personality well.
What is a “typical” day like and/or what are some common tasks you perform?
A “typical” day for me involves calls with clients, members of the Weil team (whether in banking and finance or in other practice groups) and/or opposing counsel. For active matters, we discuss any issues that have arisen, including talking points for clients to raise with their business counterparts, and coordinate to ensure the transaction is developing in the right direction. I also spend a big part of a “typical” day on inactive matters. We get a lot of questions from existing clients about their existing loan documentation; often, clients are looking into potential transactions and want guidance on whether or how they could complete the transaction in compliance with the terms of their existing loan agreements. Weil prides itself on client service, and answering those questions promptly is an important part of our work. I also spend a large portion of my typical day reviewing and commenting on drafts of loan documentation prepared by associates or opposing counsel.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In Weil’s banking and finance practice, we really pride ourselves on providing top-notch training opportunities, such that a finance background is not required at all (I certainly don’t have one!). Since our practice revolves around contracts, any experience drafting, negotiating, and/or analyzing contracts will be useful. Most of the loans that we work on are secured, so classes like Secured Transactions and Bankruptcy Law are helpful for understanding the law and context of security interests. The most important quality from my perspective is having a healthy intellectual curiosity, certainly about the law and how we practice but also about our clients’ businesses (including business plans) and industry. In my experience, that’s a hallmark of a good corporate lawyer.
What do you like best about your practice area?
When I was a junior associate, I enjoyed the drafting and project management aspects of my practice the most. After I developed a working understanding of financial concepts like credit risk and the structure of loan documents and their main terms, I found my favorite aspect of my practice was how the loan documents felt like a big puzzle to play around with. I love thinking through puzzles like, if I change a certain provision in a loan document, what impact does that have on the rest of the loan documents? If a client wants to undertake a transaction, how can we structure it under the existing loan documents without needing to seek lender consent? Creating a framework in our loan documents that will work for a particular client for the next five to eight years and navigating the framework that we’ve created and find options within it for our client are intellectually challenging and are empowering and exciting to me.
What are some typical tasks that a junior lawyer would perform in this practice area?
When we represent borrowers, our team typically is responsible for the initial drafts of all the loan documentation, so junior associates spend a lot of their time drafting and negotiating ancillary loan documents, such as schedules and exhibits, certificates, resolutions, and legal opinions. Our junior associates also take the lead in managing the closing process, which involves running the closing checklist, setting deadlines for deliverables, and following up with various parties on their deliverables. As associates get more senior, they are also responsible for answering questions from clients, which typically requires reading and analyzing existing loan documents and summarizing our findings and recommendations for the client.
What kinds of experience can summer associates gain at this practice area at your firm?
At Weil, summer associates are typically staffed as full-fledged members of the deal team. We include summer associates on emails and calls so that they have context for any assignments they receive and can see how the Weil team actually works and interacts with one another. When I was a summer associate at Weil, one of my first corporate “assignments” was attending a call with opposing counsel to discuss a credit agreement markup. I still remember being struck by how seamless it was. Everyone on the Weil team—from the partner to the junior associate—had a role to play and knew when it was their turn to speak. When the Weil junior associate answered a question from opposing counsel, the Weil partner chimed in to refine a point that the associate had made, but in a respectful and thoughtful manner, without making the associate look small. When it comes to substantive drafting assignments, we give summer associates the same assignments that we would give to a junior associate, and we make sure to provide comments and feedback the same way we would for a junior associate. Our goal is to give Weil summer associates a real snapshot of what it would be like to be an associate in any given practice group so that they are prepared to make an educated decision about their practice group offer at the end of the summer.
How do you prepare for a negotiation?
I will never forget the first time I led a negotiation on a security agreement markup. I was a second-year associate: We had received a markup from opposing counsel, and the senior associate told me that I was going to lead the negotiation. To prepare, I reviewed opposing counsel’s comments and annotated the markup with my thoughts on whether we could accept each comment (and why or why not) and, most importantly, for comments that we were pushing back on, why opposing counsel and their client shouldn’t view our proposal as a major concession. I walked through a mock negotiation with the senior associate, so when I went into the actual negotiation, I wasn’t intimidated at all because I was so prepared. I still take that same approach today. I study the documents and the changes we’re negotiating, I think about potential weaknesses in my arguments, and potential resolutions that work for both sides, and I discuss them with other members of the Weil team.