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Banking & Financial Services

Overview

Finance attorneys represent borrowers or lenders in transactions involving lines of credit, loans, or restructurings. Law firm practices tend to lean toward either the lender or borrower side, though some practices work on both sides. Financing can come from traditional banks as lenders or from private credit funds. In the U.S., the practice is heavily concentrated in New York where the majority of the banks and private lenders are located, but the practice can be international, and finance attorneys are in demand in international capital markets as well (London and Hong Kong, for example). The practice often involves acquisition finance supporting a larger M&A transaction, which means deadlines can fluctuate, and the hours can be erratic, especially on the borrower side, where the transaction timeline can be at the mercy of the lender’s side. Financing deals tend to be relatively short, so lawyers are frequently moving from one transaction to the next.

Featured Q&A's
Get an insider's view on working in Banking & Financial Services from real lawyers in the practice area.
Duncan K.R. McKay, Partner • Eliza Riffe Hollander, Partner—Corporate
Fried, Frank, Harris, Shriver & Jacobson LLP

Describe your practice area and what it entails.

Duncan: I regularly advise many of the world’s leading private equity sponsors on structuring and implementing a wide range of complex and bespoke financing transactions related to their private equity, secondaries, real estate, infrastructure, mezzanine debt, and other investment funds.

Eliza: My work focuses on financing operating companies, including through broadly syndicated loans, private credit, and ABLs. I work on leveraged buyouts and restructurings, as well as preferred equity investments. My operating company finance experience has also lent itself to practice in the fund finance space.  

What types of clients do you represent?

Duncan: My clients are primarily prominent private equity sponsors, including Bonaccord Capital Partners, Fortress Investment Group, Goldman Sachs, Neuberger Berman, and StepStone Group, to name a few.

Eliza: My clients include lenders, arrangers, private equity sponsors, funds, and public and private corporations. I advise Antares Capital, Bank of America, JPMorgan Chase, Blue Owl Credit, and Goldman Sachs, among other high-profile clients, on their largest and most complex financing transactions.

What types of cases/deals do you work on?

Duncan: I help develop and structure many of the evolving products in the fund finance space, which includes work on structuring novel and bespoke NAV financings structures, structuring financings of single asset and highly concentrated GP-led secondary transactions, and structuring and implementing rated note feeder structures and notes offerings. I also provide consultation for market participants and investment banks as they develop and think through proposed financing structures.

Eliza: In the past three years, I have advised Antares Capital in 12 transactions as sponsor-designated counsel, and since 2013, I have advised Bank of America in approximately 40 transactions, both as sponsor-designated counsel and designated directly by the bank. I have been counsel to the lenders to Royalty Pharma Holdings Ltd. for most of the past decade, seeing through billions of dollars in transactions and advising on Royalty Pharma’s corporate revolver and various term loans. I was seconded to Goldman Sachs in 2019 and have a deep understanding of their approach to deals.

How did you choose this practice area?

Duncan: My undergraduate degree was in finance and I had a predisposition and interest in both finance and finance law. I began my career at a law firm with a strong finance practice, and so it was a natural fit to start practicing as a leveraged finance attorney. Given the trajectory of the fund finance industry and what I perceived to be a shortage of attorneys who specialized in this increasingly sophisticated practice area on the private equity and borrower side, I felt there was a great deal of opportunity for me to build and grow a fund finance-oriented practice.

Eliza: I was drawn to Fried Frank and its market-leading Finance Practice for a number of reasons, but in particular, it was important to me to be able to immediately jump into action as a first-year associate and start learning and interfacing with clients right away. Because of the nature of the transactions, in any BigLaw finance practice, you will be involved in negotiating documents and speaking with clients from day one, among other key responsibilities. I found it both challenging and rewarding to quickly be considered a core member of the team, something that made for a different experience than some of my peers in other corporate practice areas.

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

Duncan: A typical day comprises team meetings, client interactions by email or phone, reviewing documents, and participating in conference calls and strategy meetings. I also spend a great deal of time meeting with and mentoring our associates and developing and implementing best-in-class training programs for our junior team members.

Eliza: At this point in my career, having been promoted to partner this year, I spend much of my day counseling clients and managing teams. As an associate, my days were more heavily focused on drafting documents. Those early assignments are critical, as they give you the judgment and experience to better respond to clients’ questions and concerns.

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

Duncan: Aside from having interest and curiosity in the practice area, I think the most critical component of having a successful finance practice is spending the early years of your career at a quality law firm platform where you have exposure to market-leading attorneys and partners, top-tier clients, and cutting-edge deals that will allow you to quickly and deliberately hone your skills.  

Eliza: Secured lending is very intuitive and requires good judgment and common sense. Learning about collateral and secured transactions in law school, including contract law and Article 9 of the Uniform Commercial Code, can be helpful, but it’s certainly not a prerequisite. It’s important to have strong negotiation skills and a client-focused mindset. As an associate, experience is really important to growth, so the more contracts you can draft and transactions you can be involved in the better. Finding senior lawyers who will mentor you and explain the context for client calls is also really beneficial to development and learning how to counsel clients across various industries and in different situations.

What do you like best about your practice area?

Duncan: Fund finance as a practice area has exploded in its breadth and complexity over the last 10 years. One of the best things about this practice is the ability to be creative and to solve and structure novel and bespoke financing solutions for some of the most sophisticated private equity firms in the world.  

Eliza: Our clients have to live and operate their businesses with the agreements we draft for years, and so we really have to understand the company, from its contracts and cash flow to its long-term needs. With each new deal, there’s an opportunity to learn about a new business and the people that run it from top to bottom. For example, I’ve spent over a decade financing an investment fund that invests in royalty streams from pharmaceuticals, which is an interesting and inventive business model. I’ve also been involved in deals for grocery stores, a fiber optic cable company, and collision repair centers, to name a few other industries. The documents that we create live and grow with our clients, which is something I find gratifying.

What is unique about your practice area at your firm?

Duncan: The fund finance practice sits at the intersection of corporate finance, fund formation, capital markets, and structured finance. Practicing in this area demands a breadth of knowledge and experience across several practice areas and you can expect to learn something new every day.  

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

Eliza: Outside of private practice, a lot of Fried Frank alumni from the Finance Practice have moved to in-house roles at banks and private credit funds. Working in a BigLaw finance practice is great preparation for an in-house career. They are trusted advisors within their institutions and are counseling on similar transactions, just from another perspective. Many of those who transition to take the in-house path end up with or as firm clients.

How do you prepare for a negotiation?

Eliza: Prepare, prepare, prepare! This is the linchpin in negotiation, and I always aim to prepare as much as possible, and more than others on the call. To my earlier point about understanding a company, I’m surprised by how often this can be more challenging than expected. It’s important to read financials and diligence materials closely to understand what flexibility the company needs. With ample preparation, in the negotiation itself, you are better able to prioritize what is key for your client and identify what may create more noise than they want.

Duncan McKay is a partner in the Corporate Department and the Finance Practice, resident in New York. Duncan represents financial sponsors in connection with a wide range of complex and bespoke financing transactions related to their private equity, secondaries, real estate, infrastructure, mezzanine debt, and other investment funds. He has extensive experience in investment fund, asset-based, and leveraged financing transactions. Duncan's practice includes work on private fund securitizations, CFOs, rated note feeder transactions and associated private placements and securities offerings; net asset value (NAV) facilities; subscription facilities; management company facilities; employee co-invest and general partner (GP) facilities; single and multi-asset back-leveraged financings; and GP stake investments. He is also experienced in financings for managed account vehicles and GP-led secondary transactions. Prior to joining Fried Frank, Duncan was a partner at an international law firm resident in New York.

Eliza Riffe Hollander is a partner in Fried Frank’s New York Finance Practice, where she represents lenders, lead arrangers, preferred equity investors, private equity sponsors, funds, and public and private corporations in a variety of financing transactions. Eliza operates in the broadly syndicated, asset-based lending (ABL), and private credit markets, executing leveraged buyouts, restructurings, and refinancings.

Hannah Fregolle, Partner—Financial Markets (Capital Markets) • Rubina Ali, Counsel—Financial Markets (Derivatives)
Jones Day

Describe your practice area and what it entails.

Our Financial Markets practice is a somewhat unprecedented offering in the legal world, encompassing financial market transactional, litigation, and regulatory work under one multidisciplinary umbrella. We represent a diverse client base of global financial institutions, issuers, borrowers, funds, asset managers, and fintech companies, and have helped clients navigate the globally transformed regulatory environment and close thousands of transactions involving more than $1 trillion over the past five years. We counsel clients in sophisticated financial products litigations, litigation arising out of retail and online financial products and services, and class action litigation. Our lawyers advise clients on corporate finance and corporate governance matters and assist in structuring and executing public and private financings. Our team brings insight into market developments and trends on issues such as IBOR transition risk and the growth of financial technology. We have a deep regulatory bench, with many of our lawyers having longstanding relationships at financial services regulatory agencies across the globe. The depth and breadth of our practice stand out for working with clients to navigate multifaceted, complex issues in undeniably challenging times.

What types of clients do you represent?

Given the breadth and scope of the practice, the clients we represent fall into four distinct categories: (i) traditional global financial institutions; (ii) corporate borrowers and issuers; (iii) funds such as hedge funds, mutual funds, and private equity and venture capital funds; and (iv) fintech companies. Because we work seamlessly across offices, with teams built leanly with those best suited to help on a particular matter, Jones Day lawyers—including our most junior associates—work not only with our own lawyers across practices and offices but also with a diverse range of clients across industries and specialties.

What types of cases/deals do you work on?

Focusing in on our two sub-practices within the derivatives practice, we assist with negotiating a broad range of derivative transactions covering asset classes that include equity, fixed income (including rates, currency, and foreign exchange), structured credit, and physical commodities. These include accelerated share repurchases, registered forwards, margin loans, stake-building hedges—structured as total return swaps, deal contingent hedges related to M&A activity or project finance, risk participation agreements, rate caps, master repurchase agreements, and other complex hedging structures to mitigate against equity, interest rate, credit, or currency risk.

On the capital markets side, we help companies raise capital. This roughly breaks down into three buckets of inter-related work: (1) physically accessing the capital markets (debt or equity offerings (IPOs or secondary)) and undertaking deals within those markets (public mergers, spin-offs, and going-private transactions); (2) ongoing SEC disclosure obligations; and (3) corporate compliance, including governance, ESG, and stock market compliance (a bit of a catch-all).

How did you choose this practice area?

Hannah: I came into my summer at Jones Day interested in public companies, and specifically how the world impacts business and vice versa. At Jones Day, we understand that a lot goes into figuring out the right legal path, and so lawyers joining our U.S. offices from law school become members of the New Lawyers Group for a year, which gives them the opportunity to gain exposure to different lawyers and areas of practice before making any formal commitment to a specific practice. My time in the New Lawyers Group, working with various transactional practices, solidified my initial interest, gave me the experience needed to make an informed decision, and importantly, helped me understand and appreciate the cohesive culture of the Jones Day community.

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

Hannah: Capital markets day-to-day work depends greatly on the time of year and the state of the world. We focus on financing transactions, securities regulation and disclosure, corporate governance, stock exchange rules and regulations, and periodic reporting. Parts of that work are cyclical (annual and quarterly reports/proxy statements), driven by triggering events (8-Ks or the need to get shareholder approval/register securities in connection with M&A transactions) or tend to occur after quarter or yearend (debt and equity offerings following the release of financial statements). We review public-facing and internal communications, including earnings and press releases, investor presentations, board materials, and employee and shareholder communications. We assist with SEC filings and registrations, corporate governance reviews, and financing transactions. We work directly with in-house legal, investor relations, treasury, and business teams and liaise with trustees, transfer agents, and stock exchanges, amongst others.

Rubi: Most of my mornings start with reading about developments in this area of practice to make sure we stay up to date on current events related to the financial sectors we support. We want to stay best positioned to serve our clients, which means being on top of issues that may arise in the space as opposed to being reactive. Then it’s on to my to-do list, which can typically mean prioritizing client negotiation and deliverables, working through larger regulatory projects, working with, training, and mentoring our junior associates on complex derivatives transactions, and connecting with clients to better understand how we can make their lives easier.

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

Much of what we do is learned on the job. It never hurts to have taken some accounting or business law classes, mainly to demystify the terminology and see whether you are truly interested in the space. That said, as with most practices, you want to come in with a rock-solid set of foundational skills, the most important of which is the ability to write and communicate clearly. In terms of “softer” assets that lead to success—associates should be ready to take ownership of their work, pay attention to detail, raise questions, and keep an eye on the bigger picture.

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

Rubi: More than most other practice areas, the derivatives practice has a steep learning curve. But it does click with consistent practice. Derivatives can be very complex, and with the implementation of Dodd-Frank, they are a very regulated industry. But the parts of the practice that make things most challenging are also the parts that make it the most rewarding. As someone who enjoys the rigor of problem solving, it is nice to engage in a practice that is not only intellectually challenging but also has practical consequences in financial markets—all the while doing it with people you respect and enjoy working with. Derivatives, when effectively used, can be effective tools for our clients to mitigate risk.

What do you like best about your practice area?

Hannah: The dynamic landscape. One of the most exciting and challenging—sometimes sobering—things about our practice is that current events directly impact all aspects of financial markets work. Whatever is going on in the world—whether that be a global pandemic, supply-chain collapses, wars/military conflicts, unprecedented inflation, a change of political administrations, or prioritization of ESG considerations—directly impacts the ability of our clients to raise capital and shapes how they conduct business.

What is unique about your practice area at your firm?

Our Financial Markets practice was set up with client service top of mind. With financial market transactional, litigation, and regulatory lawyers all housed together, our practice is designed to respond to the multifaceted, interconnected nature of our clients’ needs. Reflective of the spirit and structure of the firm as a whole, with this setup we are able to address any issues our clients face in a coordinated and thorough manner, very quickly and seamlessly getting them to the right people within the firm with the expertise to help navigate the issue at hand. 

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

One of the clear takeaways from the past few years (and at various other points in recent history) is that the regulatory environment, investor sentiment/confidence, capital deployment, and business performance are directly or indirectly shaped by global events and movements. Financial markets are seeing a rapid influx of new market participants, technological advances, litigation developments, heavy (and sometimes conflicting) regulations, and geopolitical pressures—all of which directly impact our client partners. Structurally, the firm and our practice are set up to evolve seamlessly alongside our clients and these trends, providing the foundation for our teams to address any client needs as they arise and allowing us to remain nimble, adaptable, and practical.

Hannah Fregolle practices corporate law, with a focus on capital markets, corporate governance, and federal securities law. She regularly advises a diverse range of public companies on matters relating to securities regulation and disclosure, corporate governance, stock exchange rules and regulations, and periodic reporting responsibilities. She works with the firm's M&A Practice on complex transactions, focusing on SEC and stock exchange compliance, shareholder approvals, and related acquisition debt financings. Her corporate finance practice includes investment-grade and high-yield debt offerings, exchange offers, equity offerings, commercial paper programs, and equity-linked products, including convertible bond offerings.

Rubi Ali has a decade of fixed income and equity derivatives transactional and regulatory experience. She negotiates a full range of complex cross-border financial transactions and works with financial institutions and corporations on transactions such as deal contingent hedges, risk participation agreements, rate caps, master repurchase agreements, and complex hedging structures to mitigate against equity, interest rate, or currency risk.

She also advises clients on the treatment of derivatives under insolvency laws and on netting and enforceability of collateral arrangements therein. She has also represented clients subject to inquiries or formal investigations by regulators and has participated in advocacy efforts under Dodd-Frank rulemaking.

Jennifer Kent, Partner • Michèle Penzer, Partner and Global Recruiting Committee Chair—Finance
Latham & Watkins

Describe your practice area and what it entails.

Jen: I sit on the borrower side of our practice, where I help companies obtain loans for an array of purposes, whether that be for an acquisition or a rainy-day fund. We typically work on secured loans, which are transactions in which the company has pledged its assets as collateral for the loan—for these loans, not only do we complete the credit documentation outlining the terms of the loan, we also work on the steps required to grant a perfected valid security interest in the assets of the company.

Michèle: I sit mostly on the other side of the table, working primarily with lenders on credit facilities often amounting to hundreds of millions or billions of dollars. I represent banks or direct lenders in the most senior part of the capital structure and help them structure and negotiate deals, understand the risks they are assuming, and document the transaction.

What types of clients do you represent?

Michèle: On the lender side, we represent banks such as JPMorgan, Goldman Sachs, Barclays, Citibank, Bank of America, and UBS, and direct lenders such as Golub Capital, PSP, and others. We also represent a significant number of private equity shops and their portfolio companies, such as The Carlyle Group, Partners Group, GTCR, Onex, Leonard Green, and Platinum Equity, and work with many brand-name public companies, such as American Airlines, Peloton, IMAX, Vivid Seats, and Nestlé, among others. Our practice and client base are incredibly broad.

What types of cases/deals do you work on?

Jen: We work on a range of financings, including syndicated first- and second-lien credit facilities, asset-based loans, recurring revenue facilities, subordinated debt facilities, and direct lender/clubbed credit facilities. Many of the deals I work on are cross-border deals involving companies with presence all across the world—on these transactions, I work closely with our other Latham offices in Europe, Asia, and the Middle East (a huge benefit of working at a firm that has a global footprint). Our practice also advises clients across a broad range of industries, including life sciences, energy, communications, retail, technology, and industrials.

How did you choose this practice area?

Michèle: I started my career at Latham taking full advantage of our unassigned program. I gravitated toward transactional work, and worked in our project finance practice before moving to the banking practice after becoming a partner. I did both project finance work and leveraged finance work for several years, but when the leveraged finance market took off in the mid-2000s, I found I was spending most of my time in that area. I really love the fact that we work with a wide variety of companies in an array of industries, and have the chance to develop long-lasting relationships with our lender clients.

Jen: My journey to banking was a bit more direct than Michèle’s. I knew I wanted a transactional-based practice as soon as I discovered I did not care for my legal research and writing class in law school. My career began at another firm, where I dabbled in finance, M&A, investment funds, capital markets, and real estate, before ultimately settling on finance. I was drawn to finance because of the balance between the black letter law (i.e., the Uniform Commercial Code, which governs granting and perfecting security interests in collateral) and the more amorphous aspects of business negotiations.

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

Jen: While each day is different, what I can say is that I never spend a day just sitting down and drafting a contract for eight hours. We have a very interpersonal practice with many moving parts, so often, my days touch all of the different aspects of getting a deal across the finish line. For example, on a given day, I may conduct calls with clients to explain complex legal concepts, have a call with opposing counsel to negotiate provisions of the loan documents, sit down with junior associates to review their comments on a draft board resolution, and coordinate with other Latham specialist teams (such as tax) to address specialty aspects of a deal.

Michèle: And as you become more senior within the practice, your role transforms. Not only do we negotiate, draft documents, and provide legal advice, but we have to know the market and provide insight into trends that affect our clients. They make the business decisions, but it’s our responsibility to provide guidance as to risks and make sure we are properly reflecting the business deal. Serving as an expert becomes a significant part of the job as you progress through your career.

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

Jen: Because our deals involve dozens of different workstreams and constant coordination with other practice groups (such as M&A, tax, and capital markets), sharpening your attention to detail and organizational skills is paramount. Additionally, time management plays a critical role in defining a lawyer’s success in this practice area—the ability to prioritize and triage pays dividends. In terms of classes, I took a secured transactions course in law school that has been extremely helpful in my practice, but it is certainly not required and in general, I wouldn’t stress too much about classes you “should” take—you will learn everything you need to know on the job.

Michèle: I would recommend taking a bankruptcy class if it’s offered at your school, as having some understanding of what happens when deals fall apart will be useful to structuring them in the first place. But I wholeheartedly agree with Jen that you really don’t need any specific background or coursework under your belt to become a finance lawyer—between your day-to-day work, and the enormous amount of formal and informal trainings that Latham provides throughout your career, the firm will teach you everything you need to know to become a successful debt finance lawyer.

What do you like best about your practice area?

Michèle: Our work isn’t at all cookie cutter; we really do see new things every day. As finance lawyers, we sit in the middle of every deal and get to learn about so many different practice areas as we incorporate the advice of our colleagues in areas such as tax, benefits, environmental, real estate, regulatory, and so on. Our work is truly collaborative. If we have done our job well, both the lenders and the borrower are happy when the deal closes and want to transact together again.  

Jen: My favorite thing about the practice is that being a lawyer is really only part of the job. We draft contracts and analyze the Uniform Commercial Code to grant security interests in the collateral, but we do much, much more than that. We are translators—helping to explain complex financial and legal concepts to our clients in a clear way, so that they understand the real-world implications thereof. We are project managers—coordinating with specialist teams, local counsel in non-U.S. jurisdictions, and others to ensure that the dozens of workstreams that need to be completed in order to close a deal are all finished on time. And in some sense, we are therapists—we work on fast-paced matters with high stakes, and it is our job to reassure our clients that they are in good hands and that we take control of the matter to ensure it closes on their expected timeline.

What misconceptions exist about your practice area?

Jen: Probably the biggest misconception is that you need specific training or a background in finance to get started in our practice. Most of the attorneys in our practice have no prior experience with finance or business at all; their backgrounds range from political science to psychology to education to public relations, and these diverse experiences ultimately contribute to an overall better, smarter, and more well-rounded finance team. So long as you have the desire to learn negotiating skills and commit to constantly improving your reading, writing, and drafting skills, you can find success here at Latham.

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

Jen: We take pride in providing associates with very substantive opportunities early in their careers. A junior lawyer could expect an array of responsibilities, ranging from drafting board resolutions approving financing transactions, to conducting a call with a CFO to walk through disclosure schedules, to participating in negotiations on the loan documents themselves, to managing and overseeing non-U.S. counsel and specialist teams.

Michèle: We are not a hierarchal practice—we don’t believe that only senior associates, counsel, or partners should do the more interesting work. I always suggest to our junior lawyers that they learn the fundamentals, and that they also consistently ask to do more. Show enthusiasm for due diligence and disclosure schedules, and soon you’ll be asked to take the pen on ancillary documents. The responsibility builds on itself, so there’s no limit to what junior lawyers can do in our practice. We work hard to involve our attorneys on all aspects of a transaction, so that all members of the team understand the big picture.

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

Michèle: Over the course of 30 years, I’ve learned time and time again that the debt markets are resilient. There will be ups and downs, but companies always need financing.

Moving forward, we are likely to see more competition between the syndicated and direct lending markets.  And, as competition yields innovation, we are likely to see new products and tricks of the trade develop over time. 

Jennifer Kent represents private equity sponsors and their portfolio companies, as well as private and public company borrowers, in secured lending and other financing transactions at all stages of the business lifecycle. In addition to her commercial practice, Ms. Kent served as a Global Chair of Latham’s Black Lawyers Group and is a former member of the firm’s Recruiting Committee. She has been widely recognized by organizations, including the National Law Journal, for both her commercial work and for her leadership in the area of diversity, equity, and inclusion.

Michèle Penzer has built a robust finance practice, navigating lender and borrower clients through a variety of market conditions for over three decades. Ms. Penzer is recognized as a leading attorney and is ranked for U.S. banking and finance in Chambers Global, Chambers USA, and The Legal 500 US. She currently serves as Global Chair of the firm’s Recruiting Committee and has held multiple other leadership roles, including as former New York Office Managing Partner, former Global Co-Chair of the Banking Practice, former member of the firm’s Executive Committee, former New York Chief Community Engagement Partner, and former Chair of the firm's Diversity Committee and Associates Committee.

Maria A. Alevras-Chen, Partner • Nicole L. Goodman, Partner—Banking and Finance
Mayer Brown LLP

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.

Philip Kaminski, Partner—Global Finance
Proskauer Rose LLP

Describe your practice area and what it entails.

For more than 20 years, Proskauer has been intrinsically involved in the evolution of the finance industry, working on pioneering structures and products and in partnership with our clients across territories and asset classes. Contemporary investments are multifaceted, and we recognize the importance of a seamless approach. By integrating industry specialists and cross-practice expertise, we provide clients with a distinct advantage regardless of their strategies.

The Global Finance Group at Proskauer is generally divided into two types of finance transactions: (i) fund finance consisting of capital call facilities and NAV (net-asset value) credit facilities and (ii) corporate finance transactions consisting of corporate credit facilities and acquisition financings.

Our practice group continues to grow rapidly year over year in terms of demand, revenue, and size. We have worked on over 300 fund finance transactions over the last three years, worth over $40 billion in combined deal value. Our corporate finance transactions cover a broad range of industries and types of transactions including REIT (real estate investment trust) financings, film finance, DIP (debtor-in-possession) financings, and out-of-court restructurings.

What types of clients do you represent?

In our fund finance transactions, we have historically represented borrowers, but we also represent lenders on NAV credit facilities. In corporate finance transactions, we have a large lender-side practice comprised of both banks and private credit funds. We also represent a wide scope of public and private companies and sponsors. Our experience representing clients on both sides of transactions and across industries is one of the distinguishing factors of our practice group, and keeps us informed on developments in the market in real time. Notable clients include BlackRock, Goldman Sachs, Apollo, Morgan Stanley, Blackstone, and The Carlyle Group.

What types of cases/deals do you work on?

In recent years, I have worked on an array of DIP financings and restructuring matters, including representation of the ABL Lenders in Revlon’s chapter 11 case last year. I have also represented Blue Owl as a lender to fund sponsors in a number of different customized transactions. One of the trademarks of our practice is the diversification of clients and transactions so the type of work changes month to month.

How did you choose this practice area?

My father was a bankruptcy attorney who left his legal practice to start his own factoring company. Given the wealth of knowledge and mentorship he provided, I always had a desire to work in finance in some capacity. My classes in secured finance, bankruptcy and dealmaking in law school only further affirmed my pursuit. I chose to join the finance group at Proskauer in particular due to the variety of work and its distinguished reputation. My decision has been validated in spades as I have received wonderful mentorship from the senior partners at the firm and built strong relationships with high-profile clients.

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

A typical day consists of managing client calls and questions, supervising and making sure work is being properly handled by our team of associates, and reviewing the primary documents of our loan transactions. Depending on where a deal is in a given transaction cycle, there are also frequent meetings to negotiate the critical points in the documentation with both our clients and opposing counsel. As any finance lawyer would attest though, typical is hard to quantify given the unpredictability of each deal cycle.

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

I recommend to all of our summer associates and other law school students who have an interest in our practice that they take courses in secured transactions, bankruptcy, tax, and corporations. I would also strongly urge law students to participate in a deal seminar or a financial accounting course for lawyers if there is an opportunity to do so.

While taking classes and simply reading The Wall Street Journal on a daily basis can help provide a knowledge base, there is nothing like work experience itself. I would advise any aspiring finance attorney to first intern at a law firm in order to observe firsthand the detail, communication, and collaboration skills necessary to succeed. There is no linear path to growth as a corporate attorney, but the more exposure and experience to transactional work one receives the greater the chance for a rapid ascension.

What do you like best about your practice area?

Every deal is different. There are many practices where the forms and transaction structures are standardized. I am continually learning about emerging industries and business strategies in the course of negotiations. The financial markets and investment strategies of our clients are constantly evolving, so our success depends on the ability to adapt and grow with them.

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

Our junior associates typically draft and review the ancillary documentation in our transactions. We also expect the associates to coordinate the review and delivery of the various conditions precedent required to close. If an associate demonstrates the ability and capacity to draft the primary loan documents, we are happy to facilitate their expedited development. We do not focus on class year in assigning responsibility as much as we focus on someone’s work product and drive. We revel in the accelerated success and growth of our younger lawyers.

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

Our broad and all-encompassing finance practice opens doors for lawyers to choose many different paths. While we have a great rate of retention for associates in our practice group, those who want to leave for in-house opportunities can do so in any type of industry. We’ve had former associates work as in-house counsel with professional sports teams, investment funds, and aerospace companies.

How do you prepare for a negotiation?

The most important part of any negotiation is understanding the client’s goals. If there are business points that are more meaningful to the client, I try to focus on how I can best leverage our position to meet the client’s objectives.

I also try to establish a cordial relationship with opposing counsel and relent on immaterial items in order to gain credibility for purposes of the negotiation. Ultimately, we are working towards a common goal to complete a financing, so I try to ensure that we do not have an adversarial relationship, which in many cases only undermines the path to closing.

Philip Kaminski, a partner in Proskauer's Finance Group, specializes in secured finance transactions, serving both lenders and borrowers. His expertise includes acquisition financings, asset-based lending, debtor-in-possession and exit financings, restructurings, and fund financings. He represents institutional investors, private equity sponsors, and public companies. Previously, at Vedder Price, Philip focused on aircraft financing, working with banks and aircraft investors and lessors on various financing structures.

Erland Modesto, Partner—Corporate
Simpson Thacher

Describe your practice area and what it entails.

I’m a partner in Simpson Thacher’s Credit group, based in the firm’s Houston office. Our global Credit team represents a wide variety of financial institutions and borrowers in connection with a broad spectrum of financial transactions, including advising on “ordinary course” working capital facilities that enable companies to run their businesses, acquisition financings to acquire assets, refinancings, and restructuring-related financings in distressed situations, as well as a host of other lending transactions.

Unlike most law firms, Simpson Thacher enjoys a balanced practice between lender and borrower work: we enjoy longstanding ties to many of the country’s foremost banking institutions and also have a robust private equity practice, generating an array of work on both sides of a transaction. Advising clients on both sides gives us invaluable insight into lender and borrower perspectives, making us better lawyers overall. As they become more senior, lawyers in our Credit group tend to focus on either lender or borrower work; I now handle more lender-side transactions.

What types of clients do you represent?

I regularly represent major financial institutions, including JPMorgan Chase, Citibank, Goldman Sachs, Wells Fargo, and the Bank of Montreal. On the borrower side, I’ve represented a variety of companies, including Arsenal Resources, NGL, First Reserve Corporation and several of its portfolio companies, and numerous additional companies in different sectors.

What types of cases/deals do you work on?

The Houston Credit group advises clients on a broad range of transactions. Our firm is a leader in the energy space, counseling clients across the energy value chain, including “upstream” companies engaged in energy exploration, “midstream” companies that store and transport energy, and “downstream” companies that refine and market finished energy products. Beyond our energy work—which includes traditional oil and gas as well as alternative and renewable energy—we regularly advise clients across a variety of other sectors, giving Houston associates exposure to many exciting industries. For example, I recently helped arrange financing for Raising Cane Restaurants, a fast-food chain based in Baton Rouge, Louisiana. To offer a glimpse of my work, recent deals include advising:

  • JPMorgan Chase in TechnipFMC’s $1.25 billion senior secured multicurrency revolving credit agreement, in a refinancing of Noble Corporation’s $550 million senior secured revolving credit facility, in connection with financing for Double Eagle IV Midco’s existing credit agreement, and in committed debt financing for Cactus’ announced acquisition of FlexSteel Technologies Holdings and its affiliates.
  • DNB Markets and DNB Bank in TechnipFMC’s $500 million senior secured multicurrency performance letter of credit facility.
  • Bank of America Securities in the refinancing and extension of GIP III Stetson I L.P. and GIP III Stetson II L.P.’s approximately $700 million senior secured Term Loan B.
  • Bank of Montreal in VoltaGrid’s senior secured revolving credit facility and in an amendment to VoltaGrid’s credit agreement, upsizing its revolving credit facility.
  • Wells Fargo in a refinancing of Weatherford International’s credit agreement.

 

  • The administrative agent in the upsizing and extension of DT Midstream’s $1 billion revolving credit facility and $750 million Term Loan B.
  • NGL Energy Partners in connection with its $3.5 billion refinance, including a $700 million senior secured term loan and in amendments to its senior secured asset-based revolving credit facility.

How did you choose this practice area?

A hallmark of Simpson Thacher’s corporate training is our rotation program. Associates in the Corporate Department rotate through different practice groups before selecting their permanent professional home, obtaining a broad corporate foundation and providing the opportunity to test out their skill sets in different practice areas while meeting new groups of people and experiencing various types of work.

When I started at the firm, I didn’t really know what it meant to be a “Credit” lawyer. I rotated through M&A and Capital Markets as well, but ultimately found Credit to be the best fit for me. Our Credit group tends to staff matters very leanly; while there is a steep learning curve, there is also a rapid increase in responsibility for junior lawyers, which I really liked. Early on in your career, you start drafting substantive documents, and I found that challenge exciting and professionally rewarding. Credit offers a lot of opportunity for quick career growth.

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

Our deals are complex and have many moving parts, so it’s critical that everyone on the team stays on the same page, working through the necessary steps as a cohesive group. One of my key roles as a partner is to facilitate that process, making sure each member of our team is rowing in the same direction.

Every day involves substantial coordination among team members through in-person meetings, emails, conference calls, and Zoom meetings. I spend a lot of time reviewing and revising deal documents and frequently advise my team and the client in connection with an array of questions that arise. In addition, I regularly confer with colleagues in my department on thorny questions and collaborate with lawyers in other departments in connection with related note issuances or acquisitions. Simpson Thacher is a very collaborative firm, and we lean on one another to provide the best possible work product for our clients.

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

In addition to Corporations and Business Associations, I recommend that students take Secured Transactions and Bankruptcy, as both provide exposure to issues that arise daily. In terms of skill development, I encourage young lawyers to speak publicly as much as they can. We live in a texting and emailing society, and young lawyers are often uncomfortable speaking on large conference calls or in front of a group. Dive into those opportunities as much as you can; strong interpersonal skills will pay big dividends with your colleagues as well as your clients.

I know from experience that most of the training and skill development takes place on the job. There is simply no substitute for hands-on, personal experience to fast-track your professional growth and expand your knowledge base. Beyond mentoring and guidance from senior associates and partners, Simpson Thacher also offers two in-depth training programs. STB Ready, a program we put together with Columbia Business School, is our first-year associate program designed to prepare incoming lawyers to meaningfully contribute to their matters from day one. STB Advance is a multi-day program available to fifth-year associates, offering leadership, management, and business-development training.

What do you like best about your practice area?

I really enjoy the collaborative nature of credit work: it gives me the chance to work closely with colleagues in my practice group, lawyers in other areas of the corporate department, and a fantastic group of clients. Even negotiations with opposing counsel tend not to be adversarial; we’re all trying to find solutions to the problems that arise and to get the deal across the finish line. In addition, our deals are bespoke and there is a lot of complexity in the documents, which keeps me plugged in mentally. At the same time, common themes arise, giving us insight that can be quite helpful to clients.  

Another thing I love about our work is the long-term relationships we develop with clients as well as with the other business and legal professionals on the deal. Credit agreements often have long lifespans, so we get to know the other lawyers on our transactions very well. Many of the people I work with today are folks I’ve known for a decade. Young associates have their own junior counterparts with whom they will grow professionally, which is a great way to cultivate your network.

What is unique about your practice area at your firm?

I believe the breadth and depth of Simpson Thacher’s Credit practice is unique in the market. Our group boasts a very even split between lender- and borrower-side work, which stands out from our peers—most firms have a noted strength in one area or the other. The balance of work is highly beneficial to our associates’ professional growth. In addition, Simpson Thacher has broad capabilities across the credit platform, as we handle the full range of financing transactions for many different types of clients. Finally, I’d suggest that Simpson Thacher’s strength across the corporate practice as a whole, coupled with our highly collaborative firm culture, offers unique opportunities for professional growth.

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

Simpson Thacher is eager to get junior Credit associates involved in all aspects of the deal from the get-go, participating in all major calls and meetings. Because we staff our deals leanly, junior associates are valuable team members with critical responsibilities; their participation and work are key. First-year associates typically have primary drafting responsibility for the ancillary deal documents, including short agreements, amendments, letters, resolutions, and certificates. They maintain the “checklist” of items necessary to get the deal done and are usually tasked with tracking the deliverables to ensure that the transaction is progressing smoothly and on schedule.

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

Houston is the energy capital of the world; the industry is rapidly changing. We’re excited that Simpson Thacher’s Credit practice is growing in step with these major industry shifts. There has been a tremendous influx of public and private money into clean energy, and our alternative energy work has experienced significant growth in those areas. We’ve recently done multiple finance deals for leading renewable energy companies such as NextEra—the world’s largest generator of renewable energy from the wind and sun—and others. It’s very rewarding to help arrange financing for companies that are changing the future.

A partner in the firm’s Houston office, Erland brings more than a decade of knowledge and experience, particularly with respect to the entire energy value chain and energy transition-related matters. He is adept at developing flexible structures for companies in volatile energy markets. Throughout his career, Erland has provided counsel to lenders and borrowers across a wide variety of debt financing transactions, including LBOs, acquisition financings, general refinancings, restructurings, back leverage, holdco, and asset-based and reserve-based financings.

Highly ranked in Chambers, Erland is a member in the firm’s Banking and Credit practice, advising clients in a wide variety of industries across the energy sector, including in the oil and gas exploration and production, midstream, and oilfield services sector. He has been described as “extremely commercial, knowledgeable and creative…always eager to help find solutions for clients” by The Legal 500. Clients have described him as “do[ing] a fantastic job and prov[iding] really good advice” and as having a “deal and detail-oriented mindset.” Moreover, Erland has been named a “Next Generation Partner” by The Legal 500 and a “Rising Star” by Law360. He was recognized as a “Rising Star” by Texas Lawyer earlier in his career.

Erland is Co-Hiring Partner for the firm’s Houston office and serves on the firm’s Opinion and Recruiting committees.

Abby Boxer, Counsel—Debt Finance
White & Case

Describe your practice area and what it entails.

I am counsel in White & Case’s Debt Finance practice. I have experience in both domestic and cross-border financing transactions. Often, these transactions are secured term loans and revolving credit facilities provided by lenders to borrowers to finance mergers and acquisitions, and general working capital. At the other end of the spectrum, I also have experience with debtor-in-possession and exit financings when a company enters and exits a bankruptcy proceeding. Each transaction is unique and presents new opportunities for providing our clients with structuring solutions. Key components of the work include analyzing complex legal and business issues, presenting information in a clear and concise manner, and offering creative solutions for our clients.

What types of clients do you represent?

I work with a diverse group of clients. Most frequently, I represent financial institutions such as JPMorgan Chase, Deutsche Bank, Morgan Stanley, and Bank of Montreal, as well as a variety of private credit and direct lenders. I have also represented private equity sponsors and corporate borrowers. By working on matters from both the lender side and the borrower side, I have gained understanding of the full picture of debt financing transactions and am able to work toward a common solution.

What types of cases/deals do you work on?

I work on a wide variety of debt finance transactions. Most frequently, the reason a company wants to obtain debt financing is to acquire another company (a structure referred to as a leveraged buy-out). These transactions are great experience, as the debt finance attorneys will need to have a comprehensive understanding of the M&A transaction, such as key components of the acquisition documents and diligence on the target, as well as negotiating and drafting the definitive debt documents. A recent notable acquisition financing that I worked on was the business combination of Univision Communications Inc., a leading Spanish-language content and media company, with Grupo Televisa, S.A.B., a media content business. White & Case represented JPMorgan Chase Bank and a syndicate of leading financial institutions that provided debt financing for the transaction in the form of a $1.05 billion senior secured term loan and the issuance of $1.05 billion of senior secured notes pursuant to Rule 144A.

Aside from the M&A context, companies also need to borrow money for working capital and general corporate purposes. Earlier this year, I represented a corporate borrower who refinanced existing debt with a new term loan and asset-based revolving credit facility.

How did you choose this practice area?

I knew that I wanted to do corporate transactional work rather than litigation, but I didn’t have a strong sense of the variety of corporate work until I was a summer associate at a law firm. I spent one summer at that firm’s London office, which was heavily focused on debt finance, and I spent my next summer at that firm’s Boston office, where I gained exposure to debt finance work as well as M&A, capital markets, and other general corporate practice areas. Ultimately, I chose debt finance because I liked the international aspects of the work (whether working abroad or working from the U.S. on deals with international components), and I had formed strong ties with the people in the practice area. I have also always enjoyed the interdisciplinary features of the debt finance practice, and often work on transactions involving colleagues in the capital markets, M&A, and restructuring groups.

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

No two days are ever the same, so that keeps it interesting! A typical day usually involves analyzing complex legal documents (for debt finance, these are usually credit agreements and commitment papers) and preparing succinct issues lists to discuss with clients. There are frequently conference calls with clients and opposing counsel to negotiate outstanding issues, followed by legal drafting to reflect the outcome of the discussions. The internal deal team will also typically meet, either in person or over Zoom, to discuss the transaction status and the tasks required in order to have a smooth and successful closing.

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

I would recommend taking Contracts, Corporations, Secured Transactions, Securities Regulation, and other business-focused classes while in law school. If your law school offers a class such as “Accounting for Lawyers,” I would recommend taking it; however, many debt finance attorneys (including myself) learn this through on-the-job experience. Any classes in negotiation or contract drafting would also be beneficial. As a summer associate and junior associate, I would recommend taking full advantage of formal training programs offered by the firm (and there will also be plenty of opportunities for informal and on-the-job learning).

What do you like best about your practice area?

What I like best about the Debt Finance practice area is the variety of the work. For lender-side representations, sometimes we are representing one lender or a small club of lenders (known as “direct lenders”), in which case the lenders are often more focused on legal and business due diligence and tighter terms in the documentation, since their strategy is to “buy and hold” the loans throughout the life of the deal. Other times, we are representing a lead arranger for a broadly syndicated deal where, at closing, the lender syndicates its loans to hundreds, or sometimes even thousands, of other lenders. These deals may be more flexible and contain fewer covenants for the borrower to adhere to, since the risk is spread among a large group of investors. Our sponsor/borrower-side practice gives us the opportunity to work directly with the management team of a company, gain insight into their industry, and help them achieve their strategic objectives. The strategies and dynamics are different for each transaction, which keeps things fresh and interesting. I also appreciate that I am always learning new things, as deal terms adapt to economic and market trends.

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

Junior lawyers get substantive experience early on in the Debt Finance practice, which is one of the reasons I selected the practice area when I was a first-year associate. Junior lawyers have the opportunity to draft deal documentation, such as guaranty and security agreements, corporate authorizations, and other ancillary documents. Junior lawyers are also the key players in managing the closing process for a deal, and typically lead closing checklist calls with clients and opposing counsel. Debt finance deals tend to be leanly staffed with one partner, one senior associate, and one junior associate, which gives junior lawyers a lot of responsibility on transactions and exposure to the Debt Finance practice.

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

Summer associates can gain the same experience as junior associates at the firm and are full members of the deal team over the course of their summer. Summer associates can assist with due diligence projects and preparing initial drafts of documents such as promissory notes, certificates, and resolutions, and attend deal team meetings and conference calls. Since many debt finance transactions are fast-paced and close quickly, it is highly likely that summer associates will get to participate in a closing over the course of their summer.

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

There are many career paths for lawyers in the Debt Finance practice. Many lawyers choose to stay with the firm and rise through the ranks; however, there are also ample opportunities for client secondments or transitioning full time to in-house work at a client (often a bank, private equity firm, or other financial institution). I think it is becoming more common for attorneys to spend some time during their careers working in-house, as this gives attorneys insight into client needs and operations. For example, I served as in-house counsel to a non-governmental organization before returning to law firm practice, and there are others in White & Case’s Debt Finance practice who worked in the legal departments or in business roles at financial institutions over the course of their careers. I think it’s a positive development that things have moved away from a “one size fits all” model for a career path.

Abby Boxer is counsel in the Debt Finance practice of White & Case’s New York office. Her experience includes representing agents, lead arrangers, private credit providers, private equity sponsors, and corporate borrowers in a wide range of credit facilities, including secured and unsecured syndicated financings, unitranche facilities, recurring revenue facilities, leveraged acquisitions, ABL facilities, debtor-in-possession and exit financings, and general bank lending.

Prior to joining White & Case, Abby was a finance associate at other prominent law firms and served as in-house counsel to an international non-governmental organization.

Nisha Kanchanapoomi, Partner • Osaro Aifuwa, Associate
Kirkland & Ellis

Describe your practice area and what it entails.

Nisha: Debt finance is an exciting and diverse practice area that involves the representation of borrowers or creditors in connection with all matters debt related. Our practice is comprised of the largest dedicated group of debt finance practitioners in the marketplace, and we provide creative and thoughtful counsel on a wide variety of transactions. My practice specifically involves representing sponsors, borrowers, and, at times, creditors.

Osaro: I am a debt finance associate, representing private equity investment funds in primarily energy and infrastructure financing transactions. 

What types of clients do you represent? 

Nisha: We serve a client base that is wide and varied, ranging from leading global private equity firms to Fortune 500 corporations, hedge funds, asset managers, and alternative capital sources. Some of my clients include private equity firms, such as Altamont Capital, Ares Management Company, Brentwood Associates, Coral Tree Partners, Gryphon Investors, Hg Capital, and Industrial Growth Partners. Additionally, I represent hedge funds and asset managers such as Fortress Credit Advisors and Oaktree Capital Management, and companies like Bed Bath & Beyond, Neiman Marcus, Express, Forever 21, and rue21.  

Osaro: I represent the top private equity sponsors in the landscape including KKR, Clearlake Capital Group, Carlyle Group, Blackstone, Centerbridge Partners, I Squared Capital, and Ridgewood, among others. 

What types of deals do you work on? 

Nisha: We represent private equity funds on debt financing transactions, whether it is related to leveraged buyouts, refinancing, recapitalizations, liability management transactions, restructurings, or workouts. We also have a growing liability management and credit opportunities practice where we have advised on some of the most complex and high-profile liability management and opportunistic credit transactions in recent years. My practice encompasses both of these practices. Some examples of my past deals include Neiman Marcus’ $4.5 billion out-of-court recapitalization, which was the largest out-of-court transaction at the time, and Fortress’ financing of the take-private transaction for Perry Ellis, which involved an innovative intellectual property holding company financing structure.  

Osaro: I work on sponsor-backed financing in connection with leveraged buyouts and minority investments. These deals typically involve a private equity sponsor either buying an entire business segment using equity and debt financing or a sponsor structuring an investment in a joint venture, also using equity and debt financing.

How did you choose this practice area? 

Nisha: I chose debt finance because I enjoy the practical aspects of the practice. This includes not only being a trusted advisor to my clients and understanding their business needs, but also analyzing, drafting, and digging into debt arrangements. In recent years, I’ve had the chance to see the intersection of debt finance and restructuring. On restructuring matters, I enjoy helping companies work through a difficult period that will hopefully allow them to reorganize as a financially healthier company and save jobs. 

Osaro: My favorite class in law school was Secured Transactions because of its logic-based construct of the relationship between borrowers and lenders as it relates to lender protection for providing collateral, so it was a match made in heaven when I discovered that there was an area of transactional law founded upon that class. I’ve also found the style of debt finance conducive to my personality and how I think. In the end, it was a no-brainer.

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

Nisha: A typical day for me can include team and client calls on various matters, drafting and negotiating deal documents, analyzing existing debt documents of companies, strategizing with the team on structuring capital solutions, and mentoring and advising younger attorneys on deals or practice-group matters. 

Osaro: My typical day involves drafting and negotiating the main financing documents based on commercial terms agreed to between our sponsor client and their lenders. In addition, I also spend significant time putting together ancillary documentation that is required in connection with closing on the financing. And finally, as expected, I coordinate and manage the process of closing on a financing, which involves collaboration from everyone on the team.

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

Nisha: In law school, I would recommend taking basic contract law and business organizations/corporations classes, along with any corporate-specific classes such as M&A, secured transactions, securities laws, negotiations, etc. If you have the chance to work at a business clinic or to intern with a corporate practice, that hands-on experience may be helpful for giving you a sense of what it’s like to work directly with clients on real-world matters. Also, honing your written and verbal communication skills will be invaluable—we are often tasked with breaking down complex matters into simple layman’s terms so that our business counterparts understand the key issues without too much legalese.  

Osaro: I would recommend taking business or corporate-related courses, especially those that offer business transactions through a legal lens. I would also recommend taking Secured Transactions (or something similar) in law school to see if debt finance could be something that fits your vision for transactional law practice. 

What misconceptions exist about your practice area?

Nisha: When people hear the word “debt,” they will often pigeon-hole it into a practice that is narrow and limiting. Quite the contrary; it’s one of the most engaging practices because at some point, most companies will encounter debt and even rely on that debt to grow the business. In good times, companies look to debt financing to fuel the buyout of businesses or to return capital to investors, and in bad times, those same parties need to understand how their debt works to manage liabilities and potentially create a structure around upcoming maturities and operational restrictions while continuing to run the business. 

Osaro: Many people assume that one must have some sort of finance or other corporate background to thrive in a debt finance practice. My background is in marriage and family therapy, which bears little-to-no connection to debt finance, and yet I have found this practice invigorating, exciting, and very learnable.

What is unique about your practice area at your firm? 

Nisha: Given how large and diverse our practice is, there is something for everyone in the field of debt finance. In addition to the more traditional aspects, we have expanded into the liability management and credit opportunities space, as well as fund finance and project finance. We are also uniquely leveraged because Kirkland has one of the strongest private equity platforms in the market and one of the deepest debtor-side restructuring practices in the world, so we work in tandem with both our M&A/private equity and restructuring colleagues. 

Osaro: The wide variety of products and industries that I’ve had the privilege of working on highlight some of the strengths of Kirkland’s debt finance practice. From project-style financing to top-tier, sponsor-backed leveraged buyouts to asset-based lending transactions and reserve-based lending transactions, I enjoy the opportunity to test these products in the energy, packaging, and technology sectors.

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

Nisha: Our summer associates can expect to get hands-on experience from day one. They will have the opportunity to participate on calls with clients and negotiations with opposing counsel, draft deal documents, and potentially assist with signings or closings of transactions. We don’t shy away from staffing them on real deals, and we want to give them as much real-world experience as possible so that they hit the ground running as associates.  

Osaro: Summer associates at Kirkland get the opportunity to interact with some of the main documentation in debt financing and, with support and guidance from senior associates and partners, can also get fully integrated in the deal teams, which would include drafting opportunities and direct client communication.

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

Nisha: Career paths for debt finance attorneys can vary. Some of our former colleagues have become in-house counsel at large asset managers and private credit funds, while others have shifted to the business side and joined the capital markets function at private equity firms. Others have taken on hybrid roles at hedge funds where they help with analyzing and understanding debt arrangements of target companies and assess risk with respect to making investments in such businesses. The career paths for debt finance attorneys can be really interesting and diverse, so long as they keep an open mind on how they can leverage their debt finance skills. 

Osaro: Associates at Kirkland may have the opportunity to be promoted to non-share partners after their sixth year as an associate, which opens doors both within and outside of Kirkland. And since Kirkland has extremely strong relationship with top-tier private equity shops, many associates here have opportunities to transition to prestigious in-house roles if that is where they wish to take their career.

Nisha Kanchanapoomi, Partner and Osaro Aifuwa, Associate—Debt Finance (2023)

Nisha Kanchanapoomi is a corporate partner in the Los Angeles office of Kirkland & Ellis. Nisha’s practice focuses on debt finance transactions with an emphasis on representing private equity sponsors, public and private companies, hedge funds, asset managers, and alternative capital sources in complex financing transactions, including leveraged buyouts, recapitalizations, liability management transactions, restructurings, and other special situation transactions. Nisha received her B.A. in English from the University of California, Berkeley, and her J.D. from the University of Southern California. 

Osaro Aifuwa is a debt finance associate in the Houston office of Kirkland & Ellis. His experience includes financings of energy and infrastructure projects in the oil and gas and power sectors, including bank and bond financings, structured equity financings, margin loan facilities, and leveraged financings. Osaro graduated from the University of Virginia Law School in 2017. The IFLR1000 named him a Rising Star in Project Finance, and The Legal 500 U.S. honored him in the category of Energy: Renewable/Alternative Power.

Kristopher S. Villarreal, Partner—Corporate
Paul Hastings LLP

Describe your practice area and what it entails.

My practice focuses on assisting clients with complex finance transactions, which 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.

What types of clients do you represent?

I advise on a range of sophisticated and market-defining lending facilities for the largest banks, financial institutions, and private credit funds that invest in the large-cap and middle markets. For example, I was on the team representing Blackstone Credit, Ares Corporation, PSP Investments Credit II USA LLC, and a group of other lenders on the consummation of the unitranche debt financing of Thomas Bravo’s acquisition of Stamps.com. At the time of its closing, the unitranche debt financing served as the largest ever of its kind. Some of my other clients include Barclays, Bank of Montreal, J.P. Morgan, Morgan Stanley Private Credit, and Jefferies.

What types of cases/deals do you work on? (Please feel free to share actual cases/deals.)

As a finance attorney, my practice focuses on acquisition financings, leveraged finance, and other syndicated lending and private credit transactions.

Examples include the representation of:

  • The administrative and collateral agent under the term debtor‑in‑possession credit agreement for Revlon.
  • The administrative agent on the investment grade financing for the purchase of American National Group by Brookfield Asset Management Reinsurance Partners.
  • The first and second lien administrative and collateral agent in connection with the acquisition financing for Brightstar Capital Partners’ acquisition of AAA Partners, Inc.
  • A group of lenders and the administrative agent in connection with the acquisition financing for Veritas’ acquisition of CAES Space.

How did you choose this practice area?

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?

In my practice, one day is never like another. I very often find myself having to be flexible when managing my schedule. Some days, I spend all of my time on the phone discussing new transactions with clients and negotiating terms with opposing counsel. Other days, I may spend the majority of my time drafting and reviewing documents. Of course, there is always the need to regularly connect with clients with respect to ongoing deals, general advice they need, and market conditions. In addition to working with clients and growing my practice, I mentor and train junior attorneys so that they can have the knowledge to not only be excellent lawyers for our client base, but also so that they have meaningful careers for themselves.

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

I would recommend that anyone who wants to become a finance attorney have a basic understanding of corporate transactions, including capital markets, mergers & acquisitions, and financial restructurings. Taking a class on corporate finance can not only help with navigating terms and deal structures, but also provide insight into how clients will think about approaching a potential investment opportunity. It is also very important to have an understanding of the UCC and the law of secured transactions. Taking an entry-level accounting course can also provide valuable skills and will make the learning curve more manageable for any new finance attorney.


What do you like best about your practice area?

I enjoy the challenge and excitement that comes from finding solutions to complicated problems. The finance practice is dynamic and requires that I approach each deal with a new strategy to protect my clients’ legal and commercial interests through negotiation. Each deal is different and the finance practice is always evolving; this offers me the opportunity to analyze the implications and give advice that is practical and tailored to the current market and each client’s individual needs.

What is unique about your practice area at your firm?

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

During the summer associate program, we offer the opportunity to work on several projects with different lawyers. Given the fast-paced nature of the Global Finance practice group, summer associates might assist with a transaction from inception to closing. They could be asked to conduct due diligence, draft documentation, and participate in client meetings. Our goal is to provide summer associates with a realistic view and the true experience of being a finance associate on our team.

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

Paul Hastings is committed to the development and growth of the lawyers at the firm with the goal of helping each individual develop the personal career plan that they want. For some that means becoming a partner; however, for others it might result in leveraging the deep relationships we have with dozens of banks and private credit lenders to explore opportunities for an in-house counsel position.

 

Kris has a highly prominent finance practice counseling clients through complicated negotiations and closing high-stake deals. He regularly 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, investment grade financings, acquisition financings, syndicated and private credit transactions, club and bilateral deals, unitranche loans, first and second lien loans, refinancings, and dividend recapitalizations. 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. Kris’ deals cover a variety of industries, including consumer goods, energy, healthcare, insurance, media, software, and telecommunications, among others.

For more information about Kris’ practice, please refer to:

https://www.paulhastings.com/professionals/krisvillarreal 

Szeman Lam, Associate—Private Credit
Proskauer Rose LLP

Describe your practice area and what it entails.

The Private Credit Group (PCG) is a unique finance practice that has grown tremendously over the past couple of decades as alternative (non-bank) lenders have continued to form an increasingly large part of the private debt market. I represent mostly lenders in financing transactions ranging from $10 million to over $1 billion across a variety of industries, including software, financial services, healthcare, media, communications, technology, consumer and retail, pharmaceuticals, manufacturing, and food services.

What types of clients do you represent?

I represent private credit providers across the middle market and upper-middle market, including direct lenders, private debt funds, investment banks, institutional investors, and business development companies. Clients I work with consistently are among the most active players in the private credit industry, including Ares Capital, Antares Capital, Golub Capital, Jefferies Finance, Bain Capital, and MidCap Financial.

What types of cases/deals do you work on? 

On the front end, I advise clients on a broad array of complex corporate finance transactions, including unitranche, first and second lien, secured and unsecured mezzanine, split collateral, holdco, debt-like preferred equity, and other deal structures in connection with leveraged buyouts, acquisition financings, refinancings, dividend recapitalizations, and cross-border financings. On the back end, I also assist clients with restructuring work, including forbearances, rescue financings, corporate reorganizations, distressed investing, and debtor-in-possession financings.

How did you choose this practice area?

I started my career at Proskauer as a summer associate and was drawn to its wide range of corporate practice areas. Within the corporate department, the transactional and fast-paced yet collaborative nature of deal work was very appealing to me. I find it fascinating to see each party come to the table with a laundry list of terms that they want in the deal, but as the deal progresses, each side has to negotiate and whittle down their list to their must-haves, their nice-to-haves, and the points that they can compromise on. In terms of deal work, I was drawn to PCG in particular because even as a summer associate, I could sense the energy and momentum coming from the group as a growing and continuously evolving practice area, and I said to myself, “I want to be a part of that. I want to get in on that excitement.”

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

As I often say, there is no typical day! Every day is different and challenging, and I learn something new each day, which is why this is a career and not just a job. I spend most of my days drafting and reviewing contracts, leading calls with clients and advising them on both legal and business issues and on what I am seeing in the market, negotiating issues with opposing counsel, and training and mentoring junior and mid-level associates. I also serve on various committees and am actively involved in furthering diversity initiatives at the firm, including as Co-Chair of the Firmwide Associate Council and on the Boston Hiring Committee, so part of my day often consists of conducting interviews, leading meetings, and participating in recruiting events.

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

For someone who is interested in finance work or in entering a corporate practice area in general, I would recommend taking business law courses, such as Accounting and Corporate Finance, Corporations, Secured Transactions, Securities Regulation, Mergers and Acquisitions, Bankruptcy, and Federal Income Tax. Courses that focus more on the practical skills that are important in practicing as a corporate lawyer, such as Negotiation and Corporate Strategy, can also be very helpful. Finally, one of the most valuable experiences I had in law school was enrolling in a clinic, which gave me the opportunity to represent my own client and to gain hands-on, practical experience. Through the Entrepreneurial Law Clinic, I took the lead role in working with a startup company, reviewing and helping them file their formation documents, and advising them on corporate governance and other legal issues associated with starting a small business.


What do you like best about your practice area?

I love that PCG is truly at the intersection of law and business. My clients look to me to resolve complex legal issues by thinking outside of the box and coming up with creative, novel solutions, which I find intellectually stimulating, challenging, and very satisfying. Each deal that I work on is different. Even when a new deal looks similar to one that I have worked on in the past, there is always a twist or turn that is different and that I may have never seen before, so I am constantly learning, which is the exciting feeling that continuously gets me out of bed every morning.

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

Our deals are leanly staffed, typically including a partner, senior associate, and junior associate. On transactions that are particularly complicated or fast moving, a mid-level associate may be on the team as well. Therefore, every member of the team, from the most senior lawyer to the most junior lawyer, plays a critical role on the deal. A junior lawyer often drafts and reviews ancillary documents, manages the closing checklist, leads checklist calls, and runs the diligence process. Junior lawyers who are the most successful in our group tend to be proactive in running with junior work streams, organized in staying on top of all the moving parts on a deal, and open minded about being a team player and taking on step-up opportunities. Even junior lawyers are constantly interacting with clients and building up client relationships from very early on in their careers, which is a unique aspect of PCG.

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

I have seen PCG evolve with the market and with the economic conditions at a macro level, which keeps the practice relevant and at the forefront of the industry. When the economy is booming, we certainly see more front-end deals in the form of new acquisitions and new financing transactions. When the economy is heading towards a recession, we see more back-end restructurings and workouts. As the private debt market continues to evolve and as we enter new economic cycles, I see PCG evolving with the times but continuing to be a market leader in the private credit industry.

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

PCG continues to grow, so there are certainly opportunities for promotion within the group. For lawyers who are looking to gain experience outside of a law firm, PCG provides lawyers with unparalleled training when it comes to transactional skills that are necessary to succeed in in-house positions at our clients or at other companies. I have seen PCG lawyers transition into roles ranging from counsels at investment management firms to private debt funds to startup companies.

Szeman Lam is an associate in the Corporate Department and a member of the Private Credit Group. 

Szeman represents private credit providers in financing transactions, including private debt funds, business development companies, specialty finance companies, insurance companies, and sovereign wealth funds. She has experience in unitranche, first and second lien, secured and unsecured mezzanine, split collateral, holdco, and other deal structures in connection with acquisition financings, leveraged buyouts, refinancings, dividend recapitalizations, cross-border financings, restructurings, forbearances, and debtor-in-possession financings, across a wide range of industries.

Szeman is co-chair of the Associate Council and is on the firm’s Boston Hiring Committee. She also serves on the board of Boston Explorers, a nonprofit organization dedicated to providing a unique summer camp experience for urban youth that combines hands-on activities with spontaneous adventures and explorations across the city.

Szeman earned her law degree from the University of Virginia School of Law and graduated magna cum laude from Duke University. During law school, she was an editor of the Virginia Law Review and advised start-up companies on general corporate and financing matters through the Entrepreneurial Law Clinic.

Michelle Chen, Partner—Financial Services
Sullivan & Cromwell LLP

Describe your practice area and what it entails.

As a partner in the firm’s Financial Services group, I advise U.S. and non-U.S. financial institutions on a variety of matters. These include U.S. bank regulatory matters relating to permissible activities, investments, applications, and the regulation of non-U.S. banking organizations in the United States. I also regularly advise on public and private company mergers and acquisitions transactions involving financial institutions. In addition, I advise U.S. and non-U.S. financial institutions on climate-related and other ESG matters.

What types of clients do you represent?

S&C’s Financial Services group works with clients around the world on a wide spectrum of matters involving U.S. bank regulations and transactions involving banking organizations that operate in the United States. Over the course of my career, I have represented financial services firms of all sizes, including both U.S. and non-U.S. banking organizations, investment banks, insurance companies, asset managers, fintech companies, and a number of financial services industry trade groups.

What types of cases/deals do you work on?

The majority of my recent work focuses on complex, interdisciplinary M&A transactions with a bank regulatory overlay. Some representative transactions include advising Japan-based Mitsubishi UFJ Financial Group in the sale of its U.S. core regional bank business to U.S. Bancorp, which was the second-largest announced bank M&A deal in 2021 and closed in December 2022. The sale allows MUFG to shift focus to its retail banking business in Japan and Asia, while continuing its wholesale corporate and investment banking franchise in the United States. I also advised M&T Bank in its $8.3 billion acquisition of People's United Financial, which closed in April 2022, creating a leading diversified, community-focused commercial bank with approximately $200 billion in assets and a network of branches spanning 12 states. Over the past few years, I also advised Capital One in the reorganization of its U.S. banking business, including the merger of its two national bank subsidiaries, which closed in October 2022. In addition, I advised Fiserv in its $22 billion acquisition of payment processor First Data in 2019, which was, at the time of its announcement, the largest U.S. financial services deal since the 2007-2008 financial crisis.

How did you choose this practice area?

While in college, I interned as an investment banking analyst on Wall Street and was fortunate to have the opportunity to participate in a number of significant transactions that were complex and involved financial institutions. Although I was working as an investment bank analyst, I was most interested in the structuring and regulatory aspects of the transactions. In light of that experience, I decided to enroll in law school. I started law school in 2009, shortly after the financial crisis and right as Congress was developing the legislation that became the Dodd-Frank Act, the law that overhauled financial regulation in the aftermath of the 2007-2008 financial crisis. At the time, financial services regulatory reform was, like today in some ways, a front-page topic. I then started practicing at the height of activity relating to Dodd-Frank Act implementation and had the opportunity from the start of my career to work on new and developing areas of financial regulation. I was drawn to S&C due to its generalist approach and leading financial services practice. Focusing on transactions and regulatory matters involving financial services firms was a natural fit.

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

A typical day involves five things. First, discussions and emails with clients. The correspondence typically focuses on active matters, but I also try to stay connected with clients about the issues they are focused on more generally. Second, working with other S&C team members for any particular matter. I think one of the most important responsibilities of any lawyer is to mentor and guide the more-junior members of the team. Guidance and leadership, particularly at the partner level, is essential to both delivering the best service to our clients and supporting the development of other lawyers. Third, consultation with others at S&C. A culture of consultation is a defining aspect of S&C. It has been ingrained from my first day here. I regularly consult with others at the firm, and I always treat consultations with my colleagues as a priority. Fourth, analyzing legal issues and drafting or reviewing contracts, formal memos, or other written analyses of legal issues. Fifth, keeping up with recent developments, including reading newspapers or S&C’s client memos and other publications to keep track of regulatory developments. A typical day also involves assessing, prioritizing, and re-prioritizing the tasks at hand so that I can be as responsive as I can, depending on the situation and our clients’ need.

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

I don’t think there are any classes that someone “must” take to work in this area because so much depends on learning on the job. That said, foundational classes on matters such as financial services regulation, corporations, and securities regulation can provide a valuable introduction to core principles important to the financial services practice area. I would also recommend taking workshops taught by practitioners, which can provide a sense of what it’s really like to practice. More important than taking any particular class, however, I would focus on developing two critical skills. First, the ability to describe and analyze complex matters clearly and concisely orally and in writing, which is invaluable in advising clients, in advocating for clients, and in negotiating with counterparties. Second, the ability to self-educate. Market dynamics are constantly evolving, as are regulatory frameworks. A lawyer with a financial services regulatory and transactional practice must be able to keep up with an ever-changing landscape.


What do you like best about your practice area?

There is one thing that stands out: the boundaries are very broad and constantly evolving. The Financial Services group at S&C is unique as it’s a group that focuses holistically on the issues relevant to a particular industry. The group collectively and lawyers in the group individually have the ability to advise on regulatory matters and transactional matters, public company and corporate governance matters, and, of course, multidisciplinary matters that span all these areas. I personally have the opportunity to work on many transactional matters with a regulatory overlay, such as bank M&A transactions, as well as entirely regulatory matters, ranging from advising U.S. and non-U.S. banks on compliance with the U.S. bank regulatory framework to assisting trade associations in their advocacy in connection with newly proposed rules. Being a member of the Financial Services group requires a broad set of skills and the ability to adapt as new issues emerge, which really exemplifies S&C’s generalist model.

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

I expect my practice area to continue to evolve significantly. For example, in recent years, I’ve become more active in our practice advising financial institutions on climate and other ESG issues, a practice area that has grown exponentially in the last few years. In March 2022, the SEC issued an expansive climate-related disclosure proposal that, if adopted as proposed, would have significant implications for public companies, including financial institutions. In addition, U.S. federal and state banking and insurance regulators have proposed guidance on the management of climate-related financial risks for their regulated institutions. Foreign legislation and rules issued or proposed by foreign regulators may also affect U.S. financial institutions with international operations. These recent developments, among others, combined with an increasing focus by investors, political leaders, and regulators on ESG matters, mean that this practice area will undoubtedly continue to evolve in the coming years.

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

We encourage our summer associates to dive into the work right away, and we have designed our program to mirror the associate experience as closely as possible. The experience our summer associates gain in the Financial Services group can vary quite a bit because of the breadth of our practice. For bank regulatory matters, a typical assignment includes legal research, which may require looking into the legislative or regulatory history of a statute or regulation going back many decades. For an M&A matter, the tasks typically involve conducting legal due diligence of the counterparty (such as reviewing public disclosure documents, corporate records, and material contracts) and preparing deal documents and issues lists. On the advocacy side, tasks may involve reviewing regulatory proposals and assisting with drafting comment letters. All summer associates have dedicated partner and associate advisors who are responsible for incorporating them into their matters so that the summer associates are also able to shadow senior lawyers and observe their work throughout the summer program.

How do you prepare for a negotiation?

I do three main things. First, I try to think holistically about the most critical business and legal issues for all parties involved. This allows me to focus on the highest priority items of my client during the negotiation. Next, I try to identify where our arguments and negotiating positions are the weakest and develop the best strategies in response. Finally, I consider the culture of each party. Clients want a lawyer who can speak for them, in line with their culture, and do so effectively across any counterparty. It’s essential to understand what will resonate with the client and be effective with any particular counterparty.

Michelle Chen is a partner in Sullivan & Cromwell’s Financial Services group, with a broad regulatory and transactional practice. She advises financial institutions on a range of U.S. bank regulatory matters, as well as climate and other ESG matters. She also regularly advises on mergers and acquisitions and capital markets transactions involving financial institutions. In addition, she is active in the firm’s investment management practice, with a primary focus on advising business development companies in connection with Investment Company Act matters, as well as capital raising and strategic transactions.

Ms. Chen has been recognized by prominent legal business media such as Law360 and The National Law Journal for her work. She received her J.D. from Columbia Law School and graduated from Duke University with a B.A. and a B.S.

Justin Lee, Partner—Banking & Finance
Weil

Describe your practice area and what it entails.

Weil’s Banking & Finance practice assists investment banks, financial institutions, direct lenders, and corporate borrowers with their financing needs. This ranges from dividend recapitalizations to refinancings to restructuring liability management, both event driven—such as for a large acquisition—or refinancing for companies in rough waters. 

I advise my clients on everything related to financing, but am also heavily connected to my colleagues across the firm. If I am working on a deal that includes other jurisdictions, I work very closely with my colleagues in our global offices. If there is a high-profile M&A deal, our market-leading M&A team is advising on the structuring. That’s true regardless of whether we are advising the company directly or their bankers.

What types of clients do you represent?

Weil has an incredibly varied practice. Young attorneys benefit from seeing a broad range of clients and transaction types and learning about different markets and different financing needs. This helps them develop quickly in their careers as they learn on the job.

I frequently work with Goldman Sachs, Citi, and other leading financial institutions on their high-profile, cross-border acquisitions, including, most recently, Dye & Durham’s (a Canadian public company) proposed acquisition of LINK (an Australian public company) as well as multiple billion-dollar financings involving Ford Motor Company and Campbell Soup Company, amongst others. In the bankruptcy sphere, I am working on the Scandinavian Airlines (SAS) bankruptcy on the debtor side right now and previously advised Apollo on the LATAM Airlines deal. The SAS case has a lot of cross-border aspects to it and is incredibly complicated and interesting.

I do pro bono work and not-for-profit law, as well, which Weil strongly encourages of all their attorneys.

What types of cases/deals do you work on?

I work on all types of banking and finance transactions, with a particular focus in complex multijurisdictional financings. 

Roughly 50 percent of the deals I work on involve some cross-border aspects. That is when I get to collaborate with finance colleagues around the world, which I very much enjoy. One day, I may be dealing with the UK takeover code requirements. The next day, a deal may involve equitable subordination in Germany. I work closely with finance partners in Germany, France, and the UK. We also benefit from comparing notes on covenants and the structuring of deals. It’s really the variety of matters I get to dig in on that makes things fun, especially with outstanding colleagues across the globe. 

How did you choose this practice area?

Practicing banking and finance at Weil was a no-brainer. The attorneys here opened their doors to me and I found the work super interesting. The market is constantly evolving, and we get to be at the cutting edge of exciting transactions, financings, and liability management—no day is the same, and we are constantly learning and improving. I wanted to be at a law firm where I could do the type of work that most interested me and be a part of high-profile deals, but I also wanted to be around people that I enjoy. You need to have people who are rooting for you, and I found that in the Banking & Finance practice. 

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

For corporate finance lawyers, the day to day is going to be full of negotiations, advising clients, and keeping up with market and deal terms. But, of course, it also varies. Sitting across from a top-tier sponsor on a leveraged buyout will be very different than advising on a middle-market corporate deal, which will be much different than assisting on a debtor-in-possession financing, so you have to be ready to switch gears quickly. The dynamic nature really keeps you sharp and on your toes. If every day was cookie cutter, I would be bored. By having some high-profile matters in different spheres, we achieve a nice ebb and flow as well as a helpful leveraging across practices and practice groups.

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

I think some people assume that going into a finance practice means you need to have accounting training or a business school background, but that is not true. You need to find a place that's going to invest in your training and development by integrating you into their deals. It can be nice to have your name on deals, but if you are not invited to calls or getting drafting experience, you are really missing out. At Weil, you learn by osmosis from the mentors and teachers you have thoughtfully chosen, so you want to be at a firm where junior associates are in the mix. 

What is unique about your practice area at your firm?

There are a lot of firms that do only borrower-side work, lender-side work, or restructuring work. Weil is one of the few top law firms that does all three. I think it is beneficial for young attorneys to see how those practices interrelate with one another and learn about different perspectives, different markets, and different negotiating tactics. We expect a lot from our young lawyers—we throw them into the mix really early—and we also place a big emphasis on providing the right mentors. That exposure provides them with highly challenging work and the tools to get it done right.

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

I want to staff a summer associate on all of my matters, and I treat them exactly as I would a first-, second-, or third-year associate. Obviously, they will initially have less experience, but they learn quickly. 

A lot of law firms go one of two ways when it comes to summer programs: they either run a summer-camp-style program, where you do not get to see what the actual work is like, or they expect you to work constantly without getting to know anybody. 

Weil is right down the center. We really want people to have an excellent time, but we also want them to know exactly what it is like to practice here. 

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

Of course, there is the traditional path to law firm partner, but not everyone is going to want to make partner in a banking and finance practice. Some people may prefer to look at in-house opportunities or on the business side to try something new. Weil lawyers have done all kinds of things. Amongst other opportunities, a banking attorney can work for private equity sponsors on their capital market desk or investment banks in their legal or business functions, or become more of a generalist in-house at a corporation. 

We have a strong alumni network at Weil, which is vital. Some of my best friends are alumni of the Weil Banking & Finance practice. One of the best things at Weil is that you can chart your own adventure. The skills you learn here and the relationships you gain are all very translatable.

How do you prepare for a negotiation?

I always want to be well prepared and strike a very respectful tone. The strategy I pursue will vary depending on who is across the table, but I think it is important to find win-win scenarios. It doesn’t help to make anyone look bad. You want to present your case in a way that is thoughtful and takes into account everyone who is on the call. 

The Weil Banking & Finance practice prides itself on being collaborative and friendly. When the dust settles, we want the other side to come away with a good impression. The finance community is very small, so you could easily get tagged as someone who is difficult to work with. That’s something we absolutely try to avoid, while still vigorously advocating for our clients. 

 

Justin Lee is a partner in Weil's Banking & Finance practice based in New York. He advises institutional lenders, loan funds, asset managers, and corporate borrowers on all types of bank financing transactions, including complex multijurisdictional financings. He has significant experience advising on asset-based loans, investment-grade lending, cross-border and domestic acquisitions, middle-market and large-cap financings, bridge loans, restructurings, working capital facilities, and subordinated and second lien financings.

Justin is recognized as a “Rising Star” for Banking in the U.S. by IFLR1000 and recommended for Bank Lending by Legal 500 US. He was named a 2020 “Rising Star” for Banking by Law360, among The M&A Advisor’s 2020 Emerging Leaders, and a 2020 “Rising Star” by the New York Law Journal. New York Super Lawyers selected Justin as a “Rising Star” in Banking, 2016-2019. Justin was named to the LGBTQ+ Bar’s 2022 “Best LGBTQ+ Lawyers Under 40” list.

Justin received his law degree from New York University School of Law in 2009, where he served as Symposium Editor for the NYU Journal of Law & Business. He received his B.A. from New York University in 2006, where he graduated magna cum laude and was elected to Phi Beta Kappa. 

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