Banking & Financial Services

Describe your practice area and what it entails.

I am part of Proskauer’s private credit group, a specialized practice within our global finance group. I typically represent non-bank lenders in financing transactions across the middle and upper middle market. These financings can range in value from less than $50 million to more than $2 billion. The proceeds of these financings are used to support acquisitions by private equity sponsors, refinance existing debt, and/or return value to equity holders.

What types of clients do you represent?

I represent a variety of credit providers, including private credit funds, business development companies and sovereign wealth funds. In some deals, a single lender may provide a loan to a borrower, but in other deals, a group of lenders may join together and form a “club” of 2, 3, or even more than 20 lenders for a single financing transaction.

What types of cases/deals do you work on?

The deals I work on can take a number of different forms depending on the needs of the borrower and constantly evolving market dynamics. Many deals are unitranche financings, where one lender or group of lenders provides the entire financing solution for the company. In other deals, there may be a first lien loan provided by one set of lenders and a second lien loan provided by another set of lenders, and we negotiate an intercreditor agreement to lay out the relative rights of the two groups of lenders.

How did you choose this practice area?

What drew me to private credit is the fact that it is a solutions-oriented practice. Unlike other negotiations where the parties ultimately go their separate ways as soon as the ink dries on the transaction documents, financing transactions represent the beginning of a relationship between my clients (the lenders) and a company (the borrower) that may last for many years to come. As a result, there is a heightened value placed on reaching compromises that balance the protections my clients are looking for as lenders who want to make sure their money is paid back with the flexibility the borrowers are looking for as business owners who want to grow their company.

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

One of the things that I like best about my practice is how dynamic it is. Over the course of my day, I may be on the phone with a client discussing proposed terms for a new financing, negotiating with counsel to the borrower, and then translating the outcome of these conversations into a credit agreement (which is the primary document that provides the rules of the road for the borrower-lender relationship during the life of the loan). Additionally, because a financing transaction is at the start of a relationship, I spend a portion of my day working with clients on existing financings that need an amendment to reset their terms. In some cases, the borrower has been very successful and is looking for additional flexibility (or additional dollars) to continue to fuel their growth, and in other cases, the borrower has failed to live up to their projected performance and has breached the performance conditions in the credit agreement.

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

There are a few core classes that are always helpful to a finance practice, particularly Secured Transactions and Bankruptcy. That said, because my clients tend to lend across a wide variety of industries, it can also be helpful to have a breadth of knowledge that can make it easier to spot potential issues that may warrant further attention by a subject matter expert in that area.

What misconceptions exist about your practice area?

A misconception about private credit is that all private credit transactions look the same. While they may have the same key ingredients (e.g., a credit agreement, a security agreement, Uniform Commercial Code financing statements), the substance of these documents can vary significantly depending on both the lenders providing the financing and the borrower that is requesting the loan (including the size of the borrower, its industry, the jurisdictions in which it operates, and its historical and projected financial performance).

What is unique about your practice area at your firm?

Something that differentiates my practice is how interconnected it is to the rest of the firm. As a private credit lawyer, I have opportunities to work with colleagues in a wide variety of complementary practice areas, including M&A, tax, bankruptcy, intellectual property, environmental, labor and employment, and fund formation.

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

Private credit has grown dramatically since I originally started practicing in this area. There continues to be a large amount of capital being raised that is dedicated specifically to private credit, which in turn has motivated private credit lenders to find new ways to deploy that capital, whether that is chasing jumbo deals that historically were limited to the broadly syndicated finance market or innovating new financing structures that are tailored to the needs of specific borrowers. This drive for innovation on the client side carries over to innovation on the legal side as we find ways to successfully implement these new transactions.

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

Summer associates have the opportunity to witness (and participate in) financing transactions at various stages in the life cycle. They can see the very beginning of a deal when we are establishing initial terms via a grid or a commitment letter and conducting legal due diligence, the primary documentation phase when we are putting together the documents that will memorialize the financing terms and grant the lender a security interest in the borrower’s assets, and/or the end of a deal when we may be negotiating a payoff letter to memorialize the repayment of the loans.

Jessica Shearer is a partner in Proskauer’s Boston office. Her practice focuses on representing private credit providers, including senior lenders, business development companies, mezzanine funds, small business investment company funds, insurance companies, and sovereign wealth funds in connection with acquisition financing, refinancing, and restructuring transactions across the middle market.

Jessica has experience in a wide range of financing types, including unitranche, first lien, second lien, secured and unsecured mezzanine, holding company, recurring revenue, preferred equity, and debtor-in-possession, across various industries.

Describe your practice area and what it entails.

I advise private equity sponsors and their portfolio companies, as well as corporate borrowers, on structuring and negotiating their debt financing transactions of all sizes (from large-cap to middle-market financings) and of all types (acquisition financings, asset-based loans, distressed financings, dividend recaps, hybrid capital solutions, and distressed financings).

My practice entails working alongside my clients to understand their financing needs and helping translate them into a debt financing package that optimizes their capital structure while providing them with the necessary documentary flexibility to operationalize their business plans.

The variety of the financing transactions I work on is what keeps the job interesting. Even as a partner, I am constantly learning in this job and evolving alongside the debt financing market to be the best advocate for my clients that I can be.

Another thing I love about the banking and finance practice is getting to be at the table for every stage of a transaction. Each credit agreement is like a puzzle—complex, layered, and demanding precision. There’s satisfaction in seeing the pieces click into place. I first discovered that thrill early in my career at Weil, where I was thrown into the heart of real transactions and asked to take the first crack at parsing through the credit agreement to look for solutions for our client’s problems. That hands-on experience left an indelible mark.

What types of clients do you represent?

I primarily advise private equity sponsors and their portfolio companies, along with corporate borrowers that are not sponsor-backed. Having also represented major financial institutions earlier in my career, I’ve been able to see the practice from both sides of the table. My practice is industry-agnostic; I represent clients across a wide range of industries, including technology, healthcare, consumer, and energy, and I represent a wide universe of private equity sponsors, ranging from top-tier sponsors to growth equity investors. This breadth keeps the practice dynamic and makes the work deeply rewarding: You’re constantly adapting and confronted with new challenges.

What types of cases/deals do you work on?

The bulk of my practice comprises event-driven financings, whether that’s guiding a sponsor through a leveraged buyout or structuring an add-on acquisition financing or a dividend recapitalization. Another large portion of my practice comprises opportunistic transactions—refinancings, repricings, or amendments—where clients look to capitalize on market conditions to improve their credit facilities. When companies run into liquidity constraints, I advise my clients on liability management, which can run the gamut from single covenant relief on one side of the spectrum to a wholescale restructuring of the capital structure on the other. Strung together, these experiences form a diverse practice that never stands still, and it’s this constant evolution that makes the work engaging: Every deal brings a fresh problem to solve and a new way to learn.

How did you choose this practice area?

If you would have told me as a 1L that 14 years later I’d be practicing as a banking and finance partner I would have laughed at you and said, “What do you mean? I don’t have any finance background whatsoever.” Fittingly, that is probably the biggest misconception about the banking and finance practice. You do not need any finance background to be a banking and finance lawyer.

When I joined Weil as a summer associate, I actually thought I wanted to be a litigator. However, Weil’s unique rotation system allowed me to spend half of my summer in corporate, and I had the opportunity to try banking and finance work. What began as a single assignment quickly revealed itself as a natural fit. The practice is inherently collaborative across the board, within the team, throughout the firm, and even across the table with opposing counsel.

The people at Weil made the largest difference; their collegiality and support of one another is what inspired me to stay. The work sealed it: Lean deal teams meant I was drafting and negotiating from the start, with substantive responsibility early on. The combination of the substantive work and the collaborative environment is what hooked me, and it’s what has kept me here ever since.

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

There’s no single script for a day in banking and finance as the pace and priorities shift with each deal, what stage you are at in the deal life cycle, and the nature of the financing involved.

As a partner, I tend to spend the majority of a typical day on conference calls and in meetings: strategy sessions with clients, negotiations with opposing counsel, and check-ins with my team to keep deliverables on track. Between these calls and meetings, I’m reviewing draft documentation that my team has put together.

For junior lawyers, common tasks include taking the lead on drafting and negotiating the closing deliverables (guarantees, security documents, disclosure schedules, certificates, legal opinions, and resolutions) and steering the process that gets these pieces across the finish line. As junior lawyers grow, they’ll step into drafting the primary definitive documentation, such as credit and intercreditor agreements.

As a banking and finance attorney, you’ll find that each year you’re nudged a little further outside your comfort zone. This steady push is what fuels the rapid growth you feel when you look back after just a few years.

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

As noted earlier, you absolutely do not need a background in finance to become a banking and finance lawyer. My own path is proof of that: I was a political science major, never took a finance class, went straight through to law school, and never imagined I’d become a banking and finance partner.

Weil strongly emphasizes mentorship and training, both through formal programs and on-the-job experience, so you will learn everything you need to know on the job. There are not required classes you need to take in law school to become a banking and finance attorney. That said, if your law school offers a Transactional Drafting clinic, take it; it’s helpful to learn about materiality qualifiers and knowledge qualifiers and, generally, how to mark up documents in a classroom setting and how these different provisions are interpreted in court when litigated. Courses such as Secured Transactions, Bankruptcy, and Corporations are also helpful building blocks—though again, not required.

More than any class, though, it’s about curiosity. The juniors who excel are the ones who take initiative from the start. They aren’t just inputting comments; they’re asking why those comments matter and proactively pushing the deal forward; these are the attorneys who develop the fastest and, in time, become great lawyers.

What do you like best about your practice area?

The continuity of relationships. Unlike other practice areas where the deal is done at closing and then you’re on to the next, in the banking and finance practice, the credit facility is born at closing and then lives on for another five to seven years until maturity. As a result, I remain deeply involved with my clients long after the initial deal, advising them on things like credit agreement compliance and how to structure new transactions within the parameters of their credit facilities. It’s really a relationship-driven practice, and we get to be front and center as trusted advisors for these clients not just at closing but over the life of their credit facilities.

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

The banking and finance practice never stands still, and that’s part of the appeal. Over the past decade, the rapid rise of private credit has reshaped deal terms and created new competition with the syndicated loan market and with investment banks. Liability management techniques are also evolving constantly. The challenge—and the fun—is staying on top of market shifts and being creative within the documents, because a solution that worked last year may look entirely different this year. This pace of change ensures you’re always sharpening your skills, which makes the practice continually engaging.

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

There’s no single path. Alumni of our group have gone in-house to public companies or financial institutions, joined sponsors or their portfolio companies, and taken roles at brand name corporates and high-growth startups. Exit opportunities aren’t limited to banks—you’ll find Weil banking and finance alumni at places such as Disney, Google, and emerging companies.

The mix of borrower-side, lender-side, and liability management work builds a toolkit that translates well across industries and prepares you for a wide variety of roles.

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

From the start, summers are treated as true members of the deal team. On a banking and finance matter, a summer can expect to take the lead on initial drafts of conditions precedent deliverables for closing (including guarantees, security documents, disclosure schedules, certificates, legal opinions, and resolutions), turning comments to such documentation and generally helping the rest of the team steer these pieces to completion. Summer associates would also be invited to join client calls to see firsthand how issues are resolved in real time and attend closing checklist meetings to discuss the status of closing deliverables with the team.

Summers will meet with their assignment coordinators weekly to discuss the assignments they are working on and ensure they’re getting work they are interested in. Summers will also have the opportunity to meet with attorneys across the firm in a more informal setting through weekly lunches that their social coordinators will organize.

Jackie Oveissi is a partner in Weil’s banking and finance practice based in New York.

She advises leading private equity sponsors, borrowers, and financial institutions on a wide range of complex financing transactions across the technology, media, healthcare, industrials and financial service industries.

Recognized as a Rising Star for Banking & Finance in the United States in multiple publications, including IFLR1000 2025, Jackie’s practice spans first- and second-lien credit facilities, asset-based loans, investment grade lending, middle-market and large-cap financings, global and domestic acquisition financings, liability management, restructurings, and working capital solutions.

Jackie began her career at Weil in 2014.

Describe your practice area and what it entails.

Penelope: I advise clients on domestic and cross-border financing transactions, predominantly leveraged finance and acquisition finance, as well as secured lending of all shapes and sizes. We are involved in the entire life cycle of a deal, from commitment letters, term sheets, and stock purchase agreements to credit agreements, closings, and amendments to refinancings and restructurings.

Gordon: I primarily advise clients on leveraged acquisition financings. My involvement starts early on at the bid stage, which is when private equity sponsors need to secure financing commitments from lenders to support their bids for a target company. The lenders rely on me to guide them on what the latest market terms are for leveraged acquisition financings. Once the bid process is complete, my team of associates and I start negotiating the loan documentation to memorialize the business agreement between the sponsor and lenders. Prior to maturity of the loan, we could be asked to negotiate an amendment to the loan documentation to provide the borrower with additional loans or to give it more flexibility to operate its business.

What types of clients do you represent?

Penelope: On any one deal, our client could be borrower-side or lender-side. Borrower-side, our clients are private equity firms that need financing to acquire a target company and companies that need financing for a special project, working capital, or general corporate purposes. Lender-side, our clients are financial institutions that provide financing (e.g., traditional banks, like Wall Street investment banks, and institutional investors, like direct lenders and sovereign wealth funds).

Gordon: I represent both banks and other lending institutions such as nonbank direct lenders. I also represent private equity sponsors and their portfolio companies, but I spend about 80% of my time representing lenders. The New York leveraged finance group represents most of the major investment banks, including JPMorgan, Goldman Sachs, UBS, Credit Suisse, Deutsche Bank, and Jefferies. The group also represents direct lenders such as Golub Capital, Antares Capital, and Blue Owl Capital.

What types of cases/deals do you work on?

Penelope: I work on finance deals involving debt (e.g., syndicated or bilateral credit facilities, asset-based loans, revolving loans, and term loan Bs) and equity (e.g., preferred share issuances). Most are secured by collateral, meaning the borrower has to grant a security interest (e.g., a lien or mortgage) over the borrower’s assets. One of the deals that I’ve worked on recently is a demand loan secured by cryptocurrency.

How did you choose this practice area?

Penelope: The people and the work. When I was a summer associate, I really liked the personalities of the people in this group and got along with them really well, so it was my top choice when I came back as a first year. I like the transactional and contractual nature of the practice, which provides room for creativity and original thought in drafting. Because the deals are driven by the financial markets, the provisions in our legal documents are constantly evolving to adapt to changing market conditions and terms.

Gordon: In law school, as with most law students, I thought I wanted to be a litigator. During my summer, I tried some transactional work and found that I actually enjoyed the work more. I was drawn to the collaborative nature of deals and decided to come back as a finance associate. While each side still represented their client’s interests, both parties were working towards the same goal. On several occasions, I became friends with the associates on the other side of the transaction and still keep in touch with them to this day. I also enjoy thinking about creative solutions to problems that both sides are trying to solve.

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

Penelope: My day starts with catching up on emails that have come in overnight on cross-border deals as I frequently work with A&O Shearman offices in the United Kingdom, Europe, and Asia and, if I’m working on a leveraged finance bid with a bid submission deadline, finalizing issues lists and commitment paper markups. I might spend the rest of the day reviewing and commenting on transaction documents, responding to urgent questions from clients, giving instructions and feedback to junior associates, or taking conference calls with clients or opposing counsel.

Gordon: With A&O Shearman being an international firm, I am usually on several cross-border transactions at a time. After responding to emails from European clients that come in overnight, I can start dealing with New York-centric work. This typically includes reviewing drafts of primary financing documents such as commitment letters or credit agreements or issues lists prepared by associates of the same. A good portion of my day is spent on calls with clients going over the issues lists that we’ve prepared or answering questions about existing deals. Once the calls are over, we revise the documents to reflect input from our client and send it back to the other side for review.

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

Penelope: A negotiation workshop (mine was at law school, but if your law school doesn’t have one, see if they have it at the business school) and cyberlaw clinic (any kind of clinical work really) are very helpful for developing teamwork, effective interpersonal communication, and time/deal management skills. Strong reading comprehension and attention to detail and thinking independently, being organized, and being Word/PDF savvy are also important.

Gordon: The two most useful classes that I took in law school were Corporate Finance and Securities Regulation. For a junior associate, a big part of the learning process is getting familiar with the lingo and understanding the context of the issues. Bankers and sponsors are very sophisticated individuals with little time for calls. Very complex concepts can be conveyed with just a few words once you understand the lingo. My Corporate Finance and Securities Regulation classes gave me the basic foundation I needed to quickly ramp up the learning curve.

What is the most challenging aspect of practicing in this area?

Penelope: It is very dependent on the financial markets, so we tend to find that everyone wants to get deals done at the same time that the market is hot. It keeps things interesting, but the hours can be demanding and unpredictable. You not only have to be able to see the big picture but must also pay attention to the small details, as well as be extremely organized to manage your deals and deadlines well.

What is unique about your practice area at your firm?

Penelope: I love the international nature of this practice and being able to work with so many overseas A&O Shearman colleagues on a daily basis, many of whom I’ve met in person at the firm’s annual global banking conferences (where lawyers in our practice group from our offices all over the world meet up) and training programs in London (where associates at similar year levels meet).

Gordon: Few firms can match the global footprint of A&O Shearman. We have offices in dozens of cities around the world. Because of the United States’ place in the global economy, many financing transactions around the world often have a nexus with the United States, so we find ourselves frequently working with our colleagues overseas. We also have periodic retreats for the global team in some of the most historic and interesting cities in Europe.

What are some typical tasks that a junior lawyer would perform in this practice area?

Penelope: Junior associates provide vital support with the process involved in closing a deal. They might help with reviewing or drafting ancillary documents that are conditions precedent to closing, running redlines to identify changes made to a document, preparing markups while a document is being negotiated, tracking the status of each document and updating the closing checklist, shepherding the satisfaction of banks’ know-your-customer requirements, preparing execution version documents and signature page packets, and compiling executed documents and closing sets.

Gordon: One of the most important tasks that a junior associate has to handle is document management. Some deals can involve dozens of parties, each of which might require their own agreements or documents. Organization is an integral part of their contribution. Attention to detail is also paramount because partners or senior associates will review an agreement and do a hand markup of the agreement. Junior associates then update the agreements for those comments. There isn’t always time for the partner or senior associate to review the revised agreement again, so they have to trust that the junior associate did not miss any changes.

Gordon Mak is a partner in the debt finance practice and a member of the Law School Recruitment Committee. Gordon primarily advises lead arrangers, agents, and private equity sponsors and their portfolio companies in connection with leveraged acquisitions. Gordon represents lending institutions, private equity sponsors, and corporate borrowers in a variety of domestic and cross-border financings, restructurings, and workout transactions. He also has extensive experience with out-of-court restructurings.

Penelope Yan has experience representing corporations, private equity sponsors and their portfolio companies, financial institutions, and direct lenders in a broad range of domestic and cross-border transactions, including leveraged finance, acquisition finance, structured finance, fund finance, and general corporate finance transactions; asset-based lending; syndicated and bilateral secured and unsecured lending; high-yield debt offerings; and restructurings. Penelope also advises public companies and other corporate clients on governance, M&A, and other corporate matters.

Describe your practice area and what it entails.

Maria: My practice and expertise focus on cross-border Latin American finance. Within the LatAm Finance practice, which has a regional rather than a product focus, I have developed a diverse practice with significant expertise in a number of lending and structured product transaction types.

Nicole: My practice is focused on general middle-market lending deals representing banks, private credit funds, and public and private corporations in complex domestic and international financing transactions at all levels of the capital structure. My representations include leveraged buyouts, working capital financings, dividend recaps, cash flow and asset-based financings, add-on acquisitions, and cross-border and multicurrency financings and ESOPs.

What types of clients do you represent?

Maria: My work spans a diverse client base, including both borrowers/issuers and lenders/investors, including investment banks, large commercial banks, specialty finance companies, and fintech companies.

Nicole: About 80 percent of my clients are either traditional banks or non-bank lenders like private credit funds, while the other 20 percent are companies that are seeking to borrow from lenders.

What types of cases/deals do you work on?

Maria: The fintech and non-bank lender sector of the Latin American economy is developing quickly, and these businesses require capital. My practice in the last several years has been very active representing both non-bank lenders in Latin America as well as their funding sources. Many of these transactions have been first-of-their-kind securitization structures.

Nicole: My practice is focused on middle-market general lending transactions. In short, I represent either banks and non-bank lenders as they provide loans to various kinds of lenders or corporations as they borrow from lenders.

How did you choose this practice area?

Maria: I studied abroad in Chile for a year and a half when I was completing my undergraduate degree at Notre Dame, and then I lived in Rio de Janeiro, Brazil, for a fellowship after I completed my master’s degree in comparative literature.

Nicole: I didn’t set out to become a lending attorney, but it found me. I found a group of people I really liked to work with, ended up liking the substance of the work they did, and have been doing it for over eight years now.

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

Maria: I spend time on conference calls to discuss issues with clients and negotiate documents as well as with colleagues working through the preparation of drafts. My days are varied, and that is one of my favorite things about my position.

Nicole: Every day is different, but I typically spend my days drafting credit agreements, explaining terms in our agreements to our clients, negotiating terms with opposing counsel, and training junior associates.

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

Maria: Secured Transactions, Structured Transactions, Securities, Bankruptcy, Contracts, and any class being taught by a transactional partner teaching at your law school (they will give you a different perspective on the law).

Nicole: I would suggest taking classes that focus on deal work, if possible. When I was in law school, there were only a couple opportunities to take these types of classes, but the one I did take was so valuable in understanding how deals actually work.

What do you like best about your practice area?

Maria: I love that no two deals are alike and that I am able to work cross-culturally across different legal systems and negotiate and document deals in Spanish and Portuguese.

Nicole: I love that every day and deal is different. It keeps me excited, intellectually interested, and motivated for a long and fulfilling career in this area.

What is unique about your practice area at your firm?

Maria: My practice area is not product specific but rather region specific, which makes my skill set and experience broader than the typical transactional associate. We also are often negotiating and documenting deals in Spanish and Portuguese.

Nicole: What I love most about the General Lending and Private Credit groups at Mayer Brown is that the group leaders really do allow you to choose your own course for your career. If there is a specific kind of deal that you enjoy, you don’t have to do much more than let folks know and not only do you have support, but they also provide guidance and anything else available to them to help you build your career as you see fit.

What are some typical tasks that a junior lawyer would perform in this practice area?

Maria: Junior lawyers will participate on calls, draft documents, and review deliverables for purposes of transaction closing. Junior associates play a key role on our teams.

Nicole: We try to get our junior attorneys involved in a meaningful way as soon as possible. Junior attorneys provide the most value in ensuring that the deal team is organized, so I generally get juniors involved in drafting the checklist that includes a list of each document needed for the deal closing and each document’s status. The first time drafting a checklist can seem a little daunting, so we work on this together the first few times so that the junior can get a good grasp of the purpose of the document and how it is used. In addition to the checklist, we also like to get our juniors involved in drafting diligence requests and the shorter-form ancillary documents.

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

Maria: Summer associates have a lot of freedom in creating their experience at Mayer Brown. During my summer, I drafted all types of documents in the Banking & Finance practice, and I traveled to Washington, DC, for a negotiation on a project finance transaction. I was also able to gain experience doing projects in other practice areas in order to confirm that they were not as good of a fit for me.

Nicole: We strive for our summer associates to get a taste of what it would be like to be an associate in our practice group—so basically, we allow them to get as involved as they would like. Generally, we encourage a lot of shadowing opportunities to sit in on client calls or opposing counsel negotiations. To the extent desired, we also provide the ability to take a stab at drafting some ancillary documents.

Maria Alevras-Chen is a corporate finance partner in the Banking & Finance, Global Projects, and Latin America & Caribbean groups. She focuses on complex international and domestic financings, including structured finance, leveraged finance, project finance, and bond and equity issuances. Maria also has experience with restructurings and particular experience with cross-border receivables monetization strategies. Maria developed her business acumen as internal counsel for ED&F Man Capital Markets. Her experience, directing the activities of outside counsel and participating in business decision making, give her a valuable and unique perspective. She is fluent in Spanish, Portuguese, and Greek and proficient in Mandarin Chinese.

Nicole Goodman is a partner in Mayer Brown’s Chicago office and a member of the Banking and Finance practice. Nicole focuses her practice on the representation of both lenders and borrowers in secured and unsecured banking and finance transactions, including working capital financings, cash flow and asset-based financings, leveraged buyouts, add-on acquisitions, and multicurrency and cross-border financings in a wide range of industries. Prior to joining Mayer Brown, Nicole was an associate with another prominent law firm in Chicago, where she represented financial institutions and corporate lenders.

Describe your practice area and what it entails.

Jordan: My practice focuses on assisting clients with complex finance transactions and entails structuring, negotiating, and closing domestic and cross-border financings and restructurings, including distressed lending, across several different industries. It requires that I continuously remain aware of the evolving deal terms in the market so that I can consistently address any concerns my clients may have when protecting their interests.

Mitchell: I represent lenders in complex large-cap and middle-market financing transactions, most often in the form of credit facilities in connection with leveraged buyouts (LBOs) by private equity firms. Other financings include recapitalizations, special situations (both pre- and post-bankruptcy proceedings), post-construction project finance, and high-yield debt issuances. I advise my clients throughout the deal cycle, from structuring and commitment letters to long-form documentation and closing, helping negotiate for their preferred terms and providing valuable market insight. I also counsel my clients in bespoke circumstances outside of regular-way financings, such as situations in connection with liability management transactions. It is a fast-paced practice that is constantly evolving, and while it keeps you on your toes, it is always interesting.

What types of clients do you represent?

Mitchell: My client base is wide-ranging and, especially over the past few years, is roughly evenly split between “bulge bracket” commercial and investment banks and private credit funds. I help them underwrite some of the largest LBOs across from preeminent private equity sponsors. Some representative matters from this year include advising Blue Owl, Blackstone, and Ares in Permira’s $7.2 billion take-private acquisition of Squarespace and representing Ares, KKR, Apollo, Oaktree, HPS, and Goldman in connection with Legends’ acquisition of ASM Global.

What types of cases/deals do you work on?

Jordan:

• Advised the financing sources for a $2.5 billion financing in connection with Bain Capital’s $4.5 billion take-private acquisition of Envestnet, Inc. (NYSE: ENV), a leading provider of integrated technology, intelligent data, and wealth solutions.
• Advised Barclays and the other initial purchasers in connection with Surgery Partners’ $800 million high-yield senior notes offering.
• Advised Goldman Sachs Group, Inc., and other financing sources in Thoma Bravo, LP’s $5.3 billion all-cash acquisition of U.K.-based AI cybersecurity company Darktrace plc.
• Advised the financing sources in connection with Partners Group’s acquisition of The Rosen Group, a leading global provider of inspection services for energy infrastructure assets.
• Advised the lead arrangers on the $5.6 billion financing for the investment by KKR into the healthcare data analytics firm Cotiviti, joining existing investor Veritas Capital.

How did you choose this practice area?

Jordan: During law school, I had an opportunity to become a summer associate at a large law firm and worked in a few different corporate practice areas. I was drawn to the finance practice because of the fast pace of the deals and the excitement of negotiating complicated terms. I enjoyed working with financial institutions and the complexity of the types of agreements that required a deep understanding of market knowledge and the overall business objective for each client. Knowing that clients rely on me to develop a strategy and negotiate on their behalf so that they are successful in realizing their goals is truly rewarding.

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

Jordan: No two days in my practice are ever the same. While I may start the day with a clear plan, the fast-paced nature of finance transactions often requires adaptability and quick thinking. A typical day might include drafting and reviewing complex documentation, analyzing deal structures, and collaborating with clients to refine strategies and approaches. I also spend a significant amount of time negotiating terms with opposing counsel, ensuring my clients’ interests are protected while keeping transactions on track. Each deal presents unique challenges, requiring a tailored approach rather than a one-size-fits-all solution. The variety and complexity of the work keep me engaged and constantly thinking creatively to deliver results for my clients.

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

Mitchell: While law school tends to focus more on litigation than transaction practices, taking corporate law classes, especially those covering contract drafting, secured transactions, and corporate finance are valuable for my practice. Additionally, some schools have negotiation seminars and Accounting 101 courses; if available, these are highly recommended, as they equip attorneys with the skills and financial language to communicate effectively with clients. While classroom knowledge is useful, hands-on experience is crucial, and any new attorney should seek out mentors who are willing to guide them early on in their career and should spend the time and energy to continually learn, ask questions, read everything, and follow market changes in order to grow themselves professionally.

What is the most challenging aspect of practicing in this area?

Mitchell: My practice is particularly challenging due to its constantly changing nature. Deals vary widely, and priorities can shift quickly, often with tight deadlines, and I am constantly managing multiple transactions simultaneously, which requires adaptability. Given that my practice is almost exclusively on the lender side, it is always foremost in my mind that, while I need to zealously advocate for my client’s best interests, the opposing counsel across the negotiating table is effectively representing my client’s client and everyone ultimately wants to get to a suitable agreement. While that is challenging, it is also very rewarding, as my transactions largely result in a win-win outcome where all parties are satisfied.

What is unique about your practice area at your firm?

Jordan: Our practice is unique because of the breadth of our expertise in a wide variety of financing transactions in different industries and in several parts of the market. The Paul Hastings global finance practice group’s ability to forge long-standing client relationships is evidence of our market-leading advice and leading client service. We continue to represent the biggest and most sophisticated global banks, private credit funds, and specialty lenders in many of their most significant and complex lending transactions, including special situations and distressed lending. Our team is also regularly designated by the largest and most sophisticated private equity firms to represent lenders on their buyouts and related financing matters.

What are some typical tasks that a junior lawyer would perform in this practice area?

Jordan: Junior lawyers will often start off drafting and revising ancillary documents and tracking the status of documents, signature pages, and Uniform Commercial Code filings on a closing checklist. However, one of the great aspects of our practice is that we do not slot associates into a particular role based on their class level. Associates at all levels are encouraged to take on as much responsibility as they are comfortable with and, by showing their competency, are afforded the opportunity to take ownership of more difficult documentation and lead the negotiation of more complex aspects of their deals.

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

Mitchell: Our summer associates are treated just like any junior attorney during their time with our group. They might work on closing checklists, ancillary deliverables, and due diligence and help revise loan documentation, and generally, they are actively involved in all phases of a transaction, gaining hands-on experience and a comprehensive understanding of the finance associate role. Each summer associate will be afforded exposure to client meetings, negotiations, strategic discussions, and networking events, gaining practical experience that helps develop problem-solving and critical-thinking skills while also receiving insight into the fast-paced, high-stakes environment of a global finance practice.

Jordan M. Hook has a prominent finance practice counseling clients through complicated negotiations and closing high-stake deals. He represents financial institutions in a wide range of domestic and cross-border large-cap and middle-market transactions, including leveraged cash flow and asset-based credits, acquisition financings, syndicated and private credit transactions, club and bilateral deals, unitranche loans, first and second lien loans, refinancings, and dividend recapitalizations as well as private placements of secured and unsecured high-yield bonds. He also has experience representing lenders in debtor-in-possession financings, restructurings, and workouts, as well as representing corporate borrowers in a variety of financing transactions.

Mitchell G. Zuckerman is a partner in the global finance practice of Paul Hastings and is based in the firm’s New York office. Mitch’s practice focuses on the representation of leading commercial and investment banks and alternative lenders in large-cap and middle-market leveraged finance transactions. His expansive finance experience includes domestic and international sponsor-led acquisition financings, recapitalizations, first lien/second lien and asset-based credit facilities, project finance transactions, and secured and unsecured high-yield bond issuances. Mitch also represents financial institutions in connection with liability management transactions and both in-court and out-of-court restructurings, including debtor-in-possession and exit financings.

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.

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.