Skip to Main Content
Overview

There is not truly one area of practice that would be encapsulated by the term “international law.” American lawyers who practice internationally can practice in myriad and varied areas. International trade lawyers help facilitate the movement of goods across borders and import-export laws, international treaties, and the litigation before the International Court of Trade. Project finance lawyers often focus on funding projects in one or more international markets, including Latin America, Asia, and Africa. Oil and gas attorneys are often involved in deals with or in oil-producing countries. Litigators who want to practice international law can focus on the growing area of international arbitration. An M&A attorney may have significant expertise in international transactions, an IP attorney may deal with protecting intellectual property assets in other territories, a bankruptcy attorney may deal with the various national laws that touch on the insolvency of a multinational corporation. What ties these disparate areas together is that they are often practices in the largest international firms, involve lawyers of various nationalities, and attract lawyers who like to travel and have expertise in geographic regions or languages. Some firms also have practices focused on specific regions outside of the U.S. Those following a nonprofit path may find legal positions with organizations that address global issues.

Featured Q&A's
Get an insider's view on working in International from real lawyers in the practice area.
Cristina Palma, Associate—International Capital Markets
Allen & Overy LLP

Describe your practice area and what it entails.

I am an associate within the International Capital Markets Group (General Securities) at Allen & Overy (A&O). I am admitted to practice in both Italy and New York, and this double qualification affords me a comprehensive perspective on international legal matters. 

Specifically, my practice centers on guiding clients through various aspects of equity capital markets, including initial public offerings (IPOs) and other share offerings. I am also actively involved in debt capital markets, overseeing processes related to bond issuances and other debt security issuances. In addition, my role encompasses addressing regulatory considerations associated with listing on U.S. or European stock exchanges, as well as ensuring compliance with SEC guidelines and rules. In my area of practice, there is also a special focus on project bonds and Environmental, Social, and Governance (ESG) matters in capital markets transactions.

What types of clients do you represent?

Financial institutions (including BofA, Goldman, JPMorgan, Morgan Stanley, CIBC, and UniCredit), multilateral development banks (such as IFC, IDB, and EIB), and private companies and corporations across sectors and industries (including infrastructure, fintech, retail, and energy, with clients such as ENEL and Stellantis).

What types of cases/deals do you work on?

Mainly capital markets transactions, both in the debt and equity world (standalone issuances or under programs, including registered deals and private placements, liability management exercises, IPOs, follow-on offerings, etc.). Sometimes my work also involves derivative transactions (such as DCHs).

How did you choose this practice area?

I actually graduated with a focus in human rights law. But this practice area sort of “chose” me after graduation, when a partner at A&O Italy was looking for a trainee with international experience. I learned all about capital markets by practice, starting from scratch.

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

You have to be able to adapt, as every day is a new challenge. Certainly, a majority of the time is spent with client correspondence, phone calls, and internal correspondence with the team (where I am usually in a position between more junior members and partners). I also, of course, spend time reviewing or drafting contracts, prospectuses, ancillary documents, and legal opinions. And then there are marketing and team activities. 

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

In my personal experience, the key is learning the job day by day. There is no specific class that can prepare you for a practice that is as deeply characterized by transactional work and cross-border coverage as ICM. As a base, however, classes, webinars, and attention to other information sources covering securities regulation are essential for managing clients’ queries and requests every day.

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

The most challenging aspect of practicing in this area is the inherent unpredictability of financial markets. Despite meticulous preparation, external factors such as economic conditions, market sentiments, or regulatory changes can have a huge impact in our area of practice, and can lead to unexpected outcomes. This unpredictability introduces a significant element of risk and uncertainty into the practice.

What do you like best about your practice area?

In spite of the inherent unpredictability of financial markets mentioned above, the dynamic nature of the market also makes practicing in this field exciting. There is a need to be agile and responsive to the evolving landscape. Every deal becomes an opportunity for strategic execution, requiring a blend of legal acumen, financial expertise, and adaptability. The challenges and excitement create a unique and demanding environment that requires practitioners to stay abreast of industry trends, regulatory changes, and market fluctuations to successfully navigate the complexities of these financial transactions.

What is unique about your practice area at your firm?

The uniqueness of my practice area at our firm lies in the distinctive culture that permeates the work environment. One standout feature is the opportunity to collaborate with an exceptionally diverse team spread across the globe. This diversity extends beyond geographical boundaries and encompasses a rich tapestry of professional backgrounds, cultures, and perspectives.

The global nature of our cross-border transactions is a defining aspect of our practice. This global perspective not only enriches the professional experience, but also broadens the skill set of practitioners. The opportunity to work with a diverse and talented team across different continents has been a highlight of my experience and has played a pivotal role in shaping my career trajectory. It reflects a commitment to excellence and adaptability, as well as a global perspective that distinguishes our practice area within the legal landscape.

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

The future evolution of the International Capital Markets practice area holds exciting possibilities, particularly with the increasing integration of artificial intelligence (AI). At our firm, we have been at the forefront of this transformative wave, exemplified by our pioneering AI tool, Harvey.

AI has the potential to revolutionize various aspects of International Capital Markets. We foresee an increased integration of AI tools in routine tasks, such as due diligence, document review, etc. Our experience has shown that the use of AI can enhance efficiency by automating repetitive tasks, allowing legal professionals to focus on the more strategic and complex aspects of transactions. Building on the success of Harvey, we can anticipate the continued development of in-house AI solutions tailored to the specific needs of the International Capital Markets practice, as well as other aspects of the legal profession overall. I believe that we are well-positioned to lead in this dynamic landscape of AI-enhanced legal services.

Originally based in her home country of Italy, Cristina now specializes in Capital Markets and Governance at Allen & Overy’s New York office, using her invaluable international experience to work on both European and American matters. In the European market world, Cristina assists major domestic and international financial institutions and corporations in relation to capital markets deals, including public offerings, EMTN and ECP Programs, and standalone issuances. In the U.S. sphere, Cristina helps represent underwriters and issuers across a wide range of sectors in public and private offerings of debt securities, liability management transactions, SEC-registered and exempt equity IPOs, follow-ons, and rights offerings.

Cristina has also gained experience in sustainable finance, working on green bonds, social bonds, and sustainability-linked bond issuances.

Leigh Oliver, Partner—Antitrust
Clifford Chance US LLP

Describe your practice area and what it entails.

Antitrust is usually broken down into a few different buckets of legal work: litigation, investigations, transactions, and counseling on ongoing business operations. I focus most of my practice on transaction-related antitrust, civil investigations, and counseling. I have substantial experience litigating mergers that are challenged by government agencies as well, and for these, I typically team up with my colleagues who focus day in and day out on civil antitrust litigation. As issues tend to arise in more than one jurisdiction, I work closely with my colleagues around the world (now more than ever) so we can coordinate a holistic view for the client.  

What types of clients do you represent?

I represent a wide range of clients across all industries, but I have particular expertise when it comes to companies that touch the healthcare system. This includes health technology and data companies, hospitals and health systems, clinical laboratories, and medical device and pharmaceutical companies.  Some of my clients include: UnitedHealth Group, GE Healthcare, and Advocate and Atrium Health. 

What types of cases/deals do you work on?

I work to help my clients obtain clearance for mergers and acquisitions that are reviewed by the Federal Trade Commission, U.S. Department of Justice, and/or any number of State Attorneys General. When a deal is challenged by the antitrust agencies, I work in defending the transaction in federal court. 

Notable deals that I worked on recently include: UnitedHealth Group's acquisition of Change Healthcare; Mondelēz International's sale of its gum business to Perfetti Van Melle; and Einstein Healthcare Network's sale to Thomas Jefferson University Health System. 

How did you choose this practice area?

I chose antitrust because I was attracted to a legal practice that intersects with government, business, and regulation. Antitrust is the perfect combination of transaction-related work, investigations, litigation, and counseling. Further, as an antitrust lawyer, my job is to understand how a particular part of the economy works, how my client's business fits into that part of the economy, why they make the decisions they do, and what are the competitive effects of their strategy. Then, I apply the law to the commercial realities of the business as a legal advisor.  

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

A colleague of mine (and fellow parent) told me her young daughter had picked up an imaginary phone and exclaimed, "Look, I'm mommy at work!" It made me laugh and certainly hit home: so much of my day is spent talking to my clients to get to know (and really understand) their business. I couldn’t do my job without my awesome team. I am typically working with a range of lawyers of all levels of seniority on major matters. As a result, a big piece of my job is making sure things run smoothly from the client's perspective. I do a lot of coordination to make sure we are all delivering a cohesive product. 

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

My best advice is to take as many antitrust courses as are offered! I previously taught a Healthcare Antitrust course where we incorporated hypothetical scenarios for the students to roleplay, e.g., simulating a government agency presentation about a merger with a competitor. Obviously, I think courses like this are valuable. If I were advising my younger self, I would say to take Accounting for Lawyers—knowing one's way around financial statements is incredibly useful. Economics is also helpful for antitrust lawyers. In terms of experience, it's great to get exposure to a variety of matters because, as I mentioned, we're asked to see issues from different angles. Personally, having been on merger litigation teams as an associate was a huge benefit early on.

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

So much of my job is trying to predict what is going to happen. Antitrust attorneys make a risk assessment based on the facts we have, knowledge of the law, and application of the law in prior, similar situations. However, as agency policy shifts, it is incredibly important to not just look at precedents, but to stay current on policy statements and speeches from agency officials, because these are also important indicators of how enforcers may approach a particular issue. Predicting the future is definitely challenging, but our judgment calls and management of expectations are what will be valuable to clients. 

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

A junior antitrust lawyer has the opportunity to participate in a wide range of tasks in the practice so they can truly understand the full picture. The junior associates on my team are often asked to research the latest developments on a particular issue, draft the initial risk assessment for a client, or prepare a filing or submission to a government agency. Because of their critical role on a matter, associates are on client calls and join meetings with government attorneys, hearing the questions being asked and then taking the lead in putting together responses. One of the questions I get asked most frequently by candidates is, "Will I get client interaction?" Without hesitation, the answer is yes! 

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

Antitrust is a hot area today, and I don’t see that cooling off anytime soon. There is a consensus throughout the world that there needs to be increased attention to enforcing antitrust and competition laws and regulations. Antitrust cases have multiplied in recent years from both government agencies and private plaintiffs, and this is expected to continue. 

It's an exciting and busy time for our practice at Clifford Chance; we are well-positioned in this space because of our incredible international team. We have a global network of more than 190 antitrust lawyers and are most certainly in "growth mode," enabling us to support clients on their most complex and important antitrust matters across the globe. 

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

In the last ten years, I've noticed a gradual shift by companies to hire more in-house antitrust counsel than they had previously. There has always been the law firm path and the government path, and now there is a very clear (and attainable) path for working in-house. Years ago, this was only a possibility at larger companies, but now there are so many businesses with entire in-house antitrust teams, which I think is fantastic.

Leigh Oliver specializes in antitrust issues ranging from bet-the-company merger control matters to state and federal antitrust investigations. She has two decades of experience advising clients in heavily scrutinized industries, including healthcare, life sciences, aerospace and defense, and industrials. She regularly represents clients before federal and state antitrust agencies and in merger litigation in federal court. 

She is on the Council for the ABA Antitrust Section and a member of the American Health Lawyers Association. Outside the office, she coaches youth lacrosse and basketball.

Michelle Lo, Partner—Tax • David Miller, Partner—Investment Funds
Linklaters

Describe your practice area and what it entails.

David: The funds practice is focused on the formation of, and investments in, private investment funds. When I say private investment funds, I'm contrasting that to registered funds, so if you think of mutual funds, we are not that. We are representing the capital that is being raised to pursue all kinds of different strategies. Everything from buying operating businesses, to investing in infrastructure, to acquiring real estate, and everything else in between.

Michelle: I work on a variety of corporate and private equity transactions, including complex cross-border acquisition structures and bankruptcy restructurings. I also have extensive experience advising clients on the tax and structuring issues arising from their capital markets and financing transactions and have also advised on a variety of corporate tax issues, including tax-free reorganizations and spin-offs, as well as taxable acquisitions and dispositions, in both domestic and cross-border transactions.

What types of clients do you represent?

Michelle: My clients are quite broadly based and range from large publicly traded companies to banks to sovereign wealth funds. A lot of my clients are non-U.S. entities that are either investing in the U.S. or in funds that make investments in the U.S., and they need our advice on how to best structure these investments in the most tax-efficient manner. Some clients are large foreign-parented multinational companies with subsidiary operations in the United States, and they require advice on how to restructure or to undertake a transaction with nexus in the United States, again in a tax-efficient manner. Recent clients that I have represented include Caffe Nero, Hamburg Commercial Bank, OTPP, Sibanye-Stillwater, SMBC, Sound Point, Mizuho, and Redding Ridge/Apollo.

David: My practice is focused on representing institutional investors. For example, pension trusts for the pension plans that are sponsored by publicly traded companies. This also includes many financial institutions, such as insurance companies, family offices, and basically any investors with the sophistication and the capital that you would need to make private fund investments.

What types of cases/deals do you work on?

David: The big pools of capital that I just described have portfolio managers. Those are the businesspeople who decide how much to invest and where to invest it. Once that business decision has been made, it's my job to then get that money from point A to point B safely. That means managing the legal risks, maximizing the legal protections, and basically facilitating that business decision.

Michelle: All my work is transactional. From the private equity side where we are representing investors, we mostly review LPAs (limited partnership agreements) and negotiate side letters with fund counsel. From the corporate M&A side, we review SPAs (sale and purchase agreements), from either buy side or sell side. With respect to capital markets, we draft and/or review U.S. tax disclosures and terms and conditions with respect to debt and equity offerings and tender offers. I also do a fair amount of CLOs.

How did you choose this practice area?

Michelle: With the subject of tax, it was basically love at first sight. I took a class on basic federal income taxation the second semester of my 1L year in law school, and I knew almost immediately that this was the area I wanted to practice in. Lucky for me, Northwestern has a Tax LL.M. program, so I was really able to pack in the advanced LL.M. tax courses my 2L and 3L years, and was able to graduate with both my J.D. and Tax LL.M. at roughly the same time (I needed a few more credits and had to take a class my 3L summer while studying for the bar in order to get both degrees).

David: I was best suited for something in the corporate realm, and at that time we were in a recessionary environment, so there weren't a ton of opportunities available. The one practice area where my firm at that time needed some help was in investment funds. I would say it chose me.

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

Michelle: For me, a typical day usually involves phone calls in the morning. Because a lot of my clients are in the U.K., Europe, South Africa, and the Middle East, and I work very closely with colleagues in the U.K. and in Germany, I reserve my mornings to schedule calls with those clients and/or speak with colleagues in those offices. Afternoons are usually when the real work starts, reviewing documents, drafting U.S. tax analysis, and calls with U.S.-based colleagues and/or counterparties. Of course, I have a great team of associates who work with me, so I also try to catch up with them to talk through comments to things they have sent over to me for review and to make sure I am on top of client deliverables.

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

Michelle: I do strongly recommend getting an LL.M. in tax if you plan to practice tax law. It’s not strictly required, but there is some baseline knowledge of tax that is helpful to know if this is an area you are interested in. At the very beginning, it’s almost as though you are learning a new language, and so it is very helpful to have an understanding of basic tax concepts and also to be familiar with the Code and the Treasury regulations and the various types of guidance that are issued by the IRS.

David: For the most part you learn what you need to know on the job. However, there are certain classes that I think are more useful than others. Regardless of what direction you go in terms of a practice area, a basic income taxation course would be helpful. Being able to understand their vocabulary when attorneys like Michelle are giving you advice is very useful. Basic securities laws and accounting principles courses will also be very beneficial.

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

David: A great challenge is that you must keep up with legal developments. The law changes, and you must stay informed, and that's part of it. Another huge aspect of my practice area is providing advice with respect to commercial matters. This includes being able to give clients advice with respect to the folkways of the marketplace, and the ways people approach various terms and conditions are continuously evolving. Staying active in the marketplace to keep up with that evolutionary process is imperative.

Michelle: I think the most challenging part, but also what makes practicing tax interesting, is that the law is constantly changing. Just when you think you know one area of tax law pretty well, Congress passes new rules, and the Treasury comes out with new regulations interpreting those rules. Or you become an expert in a certain area of tax law, and next thing you know, those rules are repealed and are no longer relevant. In that sense, there is a lot of job security because the rules are often very complex, so people will always need tax lawyers to interpret and understand them. As Benjamin Franklin so eloquently stated, “In this world nothing can be said to be certain, except death and taxes.”

What misconceptions exist about your practice area?

Michelle: Tax lawyers are nerdy or boring, that we are really busy in April, and that we are good with numbers.

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

David: I believe there will be more and more regulatory oversight. Part of that is another trend, which is sort of a flank to quality. You're seeing fewer managers and those are getting bigger and bigger, both in terms of their assets under management and the scale of their businesses, since they are now publicly listed. The other trend is a sort of “retailization,” which is a term that is often misunderstood to mean something like “mom and pop,” which is not what we’re referring to. In this instance, we are referring to raising capital, not just from financial institutions, but also from high-net-worth individuals. I strongly believe that will be a trend that will continue apace.

How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?

David: Should you pursue those opportunities to engage with people from other offices in other parts of the world, you should try to listen more than you speak. I encourage you to avoid the temptation to think that the way you are accustomed to doing something is the right way to do it, but instead, have an open mind. Treat those conversations as opportunities to learn and grow. Follow the golden rule, that you'll learn more about other cultures if you're treating people respectfully and listening and doing exactly the types of things that you would hope they would be doing for you.

David focuses his practice on advising asset managers and institutional investors with respect to investments in managed accounts, funds of one, and private investment funds, including private equity funds, real estate funds, credit funds, venture capital funds, and hedge funds, both domestically and internationally. He has vast experience with all stages of the investment process, including the initial due diligence review, the analysis, prioritization, and presentation of commercial and legal comments, the negotiation and finalization of all related documentation, and the coordination of the subscription process. David is ranked in Euromoney's Banking, Finance and Transactional 2022 Expert Guide under Investment Funds, which recognizes individuals considered by peers and clients to be the best in their respective fields in the legal industry. 

Michelle works on a variety of corporate and private equity tax matters, including complex U.S. and cross-border acquisition structures, mergers, dispositions, liquidations, bankruptcy restructurings, debt and equity offerings, securitizations, and financing transactions. Michelle works with clients from a wide range of sectors, including mining, oil & gas, chemicals, pharmaceuticals, infrastructure, insurance, and financial services. Prior to joining Linklaters, Michelle gained extensive M&A tax experience as a manager at a Big 4 accounting firm.

Todd Friedbacher, Partner • Katherine Connolly, Associate—Global Arbitration, Trade and Advocacy
Sidley Austin LLP

Describe your practice area and what it entails.

As part of Sidley’s Global Arbitration, Trade and Advocacy practice, we represent sovereign states and large commercial stakeholders in litigation before international tribunals, such as the WTO, the ICJ, or ad hoc arbitral tribunals. The disputes arise under public international law, often with a focus on international economic law, as memorialized in treaties and/or customary international law. Advising sovereign states requires looking beyond the four corners of the particular dispute at hand to help a state navigate its systemic interests. For lawyers interested in practicing international law, the work can be an exciting mix of law, economics, policy, and politics, and a healthy dose of both substantive and procedural novelty.

What types of clients do you represent?

Our clients are sovereign states, both developing and developed, as well as large commercial stakeholders typically with significant enough cross-border operations to give them a stake in the outcome of international law disputes.

What types of cases/deals do you work on?

We work on matters across all sorts of international fora. Right now, we are in the middle of the panel stage of a WTO dispute; we’re drafting responses to panel questions, then another rebuttal submission due a few weeks later. It’s fast-paced litigation, which keeps you on your toes.

The team is also representing a small-island developing state in a submission before the International Court of Justice on states’ international legal responsibilities in response to climate change. It is a huge project, and we have been impressed by how many of the firm’s young lawyers in particular—across five different offices—have enthusiastically volunteered their time.

How did you choose this practice area?

Todd: I finished my studies the year the WTO came into existence. I knew I wanted to practice international law, but I had no idea what exactly that meant or what opportunities would present themselves. I had the good fortune to start practicing at a firm that had recently hired a group of former trade officials who had negotiated the WTO Agreement and bilateral investment treaties (BITs). The group saw a market opportunity to represent states and commercial stakeholders in WTO and BIT disputes. I was present at the creation, so to speak, and the work evolved from there, with an emphasis for me on WTO disputes. After a few years, I was spending so much time in Geneva that the firm tasked me with opening a Geneva office directly across the street from the WTO, with a former colleague who is now retired.

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

Katherine: There’s not really a typical day; here’s what I did today. Overnight, we got back client comments on a draft submission due shortly. I implemented the client’s comments and discussed with the handling partner whether we should submit a particular piece of material as evidence. I also talked with a junior associate on a plan to get the exhibits organized. So, a nice mix of working in my office and talking to colleagues.

Todd: Alongside my client-facing practice, I also serve in firm management, in roles supporting our finance and accounting function, and as managing partner of our Geneva office. My days involve a mix of client interaction, often on strategic questions about how best to position themselves to advance their interests; reviewing and revising written drafts prepared by colleagues; and engaging with my partners on revenue-generating and expense-saving opportunities that will boost the firm’s financial performance.

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

Young lawyers would benefit tremendously from moot court experience in any of the international law competitions. It offers a flavor of what it takes to be a strong advocate: being a good storyteller, both orally and in writing. Understanding how to command and weave a persuasive narrative that wins hearts and minds is critically important. It is also useful to take courses in both general principles of public international law, and in economics and statistics, since much of the evidence involved in these disputes uses econometrics to establish (or break) causal links between government action and alleged harm.

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

International law is deeply affected by geopolitics. The practice changes constantly as conflict, inflation, pandemics, climate change, evolving attitudes about globalization, and any number of other challenges impact states’ willingness to submit to international law. These forces are beyond our control, but as lawyers, we have to remain nimble so that we are well placed to serve our clients, as geopolitics affect their needs and objectives in international litigation.  

What do you like best about your practice area?

Katherine: The practice area is really varied and interesting, always with an international/geopolitical flavor. That can be a double-edged sword in these times, but it’s certainly never boring. As legal counsel in this space, we’re ultimately just technicians in a much, much bigger set of systems, but it’s fascinating to be a fly on the wall.

Todd: We were the first to set up shop here in Geneva with an exclusive focus on WTO work. There was no script for how to do it: the work was new, the market was new, it was completely greenfield. So, as a first mover and market leader in this space, we have always attracted exceptional talent. You get the very best of the best when you’re lucky enough to be in this position. What I like most about my practice is helping these young lawyers develop into exceptional global advocates with long and successful legal careers. Working together with such talent remains compelling for me more than anything else.

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

When we’re in the busy stage of a dispute, junior lawyers will spend a lot of time helping pull together the submissions: case law research, drafting, proofreading, preparing exhibits, back and forth with the client. Often, we’ll receive big batches of information from the client that a junior will need to carefully go through. It’s not for everyone, but I always found it quite fun, like detective work.

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

International law and international litigation are critical safety valves, giving states a way to address their differences in court instead of on the battlefield. As alliances develop and shift, preserving that safety valve is ever more important. The battle against climate change will also be waged first and foremost on the international plain; this challenge will occupy much of international litigation across multiple fora in the years to come.

Todd Friedbacher helps clients manage the risk of doing business across borders by leveraging the powerful market access and enforcement tools provided by the World Trade Organization (WTO) treaty and the hundreds of other bilateral and regional trade agreements in place worldwide. Todd co-founded Sidley’s Geneva office in 2002, and serves both as the managing partner of the office and as a member of the firm’s Executive Committee. He is a recognized leader in international trade and WTO law, having represented clients in 60 WTO disputes, involving more than 100 distinct WTO dispute settlement proceedings in his nearly 30 years of practice.

Katherine Connolly advises government and commercial stakeholders on all aspects of international trade law and policy, with a focus on the rules of the WTO. She has represented sovereign clients through each stage of the WTO dispute settlement process on issues ranging from trade remedies, customs valuation, SPS/TBT regulations, environmental and other policy justifications, and national security. Her experience also covers legal and policy issues arising at the intersection of trade, business, and sustainability. She focuses on new international rule-making on sustainable trade; business and human rights; national and international supply chain regulation; and emerging regulation on carbon pricing and offsets.

David Flechner, Partner—International Capital Markets
Allen & Overy LLP

Describe your practice area and what it entails.

I work with different clients who generally are either looking to raise financing, to engage in corporate transactions in the United States from abroad, or for financing or corporate transactions abroad from the United States. The core of my practice is with clients who want to use the U.S. capital markets, including equity capital markets (for example IPOs and other share offerings), debt capital markets (which would involve bond issuances or other debt securities issuances), and general corporate transactions. I also advise on private M&A, restructuring, compliance, and governance issues. Many of my clients are foreign private issuers that are public companies that have their securities listed on an U.S. exchange, like the New York Stock Exchange or NASDAQ, and who are looking to raise new capital. I have a particular emphasis and expertise in working with clients in Latin America and other regions around the world.

What types of clients do you represent?

I represent both publicly listed and private clients across sectors and industries, including fintech, retail and commercial, energy (renewables as well as oil & gas), and general infrastructure companies and funds. Frequently I also represent investment banks that are involved in structuring and underwriting financing transactions for borrowers.

What types of cases/deals do you work on?

I primarily work on financings that involve capital markets issuances, which could be registered; securities issuances with the U.S. Securities and Exchange Commission (SEC); or offerings in private placements. I also work on other general lending and M&A transactions. In 2022, quite a few deals I worked on involved international financial institutions and development finance institutions, like the Inter-American Development Bank and International Finance Corporation (IFC).

How did you choose this practice area?

The practice area chose me! I started as a junior lawyer interested in cross-border financings that I could work on from the U.S. and foreign offices. I had spent numerous years living in Spain and various Latin American countries conducting research as a student, and I wanted to use my Spanish and Portuguese language skills while working on development finance-type transactions. International capital markets was a perfect fit, and I’ve taken my practice from New York to London, Paris, and São Paulo (so far!).

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

No two days are the same, but during the course of a typical day I spend time reviewing client correspondence through email or phone calls, preparing legal analyses on specific fact patterns, and reviewing NY law-governed contracts, such as securities purchase agreements and disclosure documents like prospectuses. I spend a lot of time collaborating with team members on how to address a legal challenge or opportunity for our clients. Never a dull moment!

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

On-the-job learning provides the best classroom training. Figuring out how different parties to a transaction fit into the overall project requires experience. There are plenty of treatises and legal education resources (webinars, etc.) for learning the jargon of a capital markets practice. Taking Securities Regulation in law school can be a helpful primer but isn’t a requirement.


Because markets are constantly changing and evolving, a transactional practice of any kind—restructuring, bankruptcy, M&A, private equity funds, etc.—can all be very helpful for developing a practice in the international capital markets.


I think people with securities litigation experience can contribute more to a capital markets practice than most people think, as a lot of the basis for responding to class action litigation or an investor complaint requires a deep understanding of the underlying securities transaction—how and through what documentation a shareholder bought its shares, how a debt fund bought bonds from private or public markets, etc., and understanding the related risks involved is essential.


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

The unpredictability of markets is very challenging, because we can structure and prepare “perfect” documentation for a securities offering, but if markets are too turbulent—like much of 2022—that offering will not happen. But the uncertainty in execution is also one of the most exciting things about this practice, making every deal an adventure.

What do you like best about your practice area?

I like engaging with a broad variety of teams and people who are different stakeholders in each transaction. I have my direct client and then typically banks or lenders if I am representing an issuer. Then there are other counsel teams rowing in the same direction—to reach the successful execution of the transaction.

Each transaction also requires working with specialist teams within the firm—such as Employee Benefits, Tax, and Compliance—as well as technicians outside of the law firm environment, including rating agencies, auditors, and other agents participating in the transaction. I enjoy working with broad and diverse groups toward common objectives.

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

Juniors have an opportunity to become real subject matter experts in the industry of a company looking to raise capital and, in particular, the details driving the deal. That can involve deep dives into a company’s operational and financial information through the due diligence exercise or financial statement exploration through the comfort process. Juniors are also relied upon for practice management skills to ensure deadlines are met, and all the various parties are following the deal calendar.

How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?

Lawyers working in the capital markets need to be following macroeconomic trends in order to be valuable contributors to their deal teams. Reading the economic and financial sections of newspapers every day—including for example The Wall Street Journal, The New York Times, or The Economist—goes a long way toward improving general cultural intelligence. Reading the international section also gives a sense of global trends and regional developments that could have a direct impact on international capital markets work. As a concrete example, when we review securities offering documents, we always need to update the risk factor and other contextual disclosures, and our lawyers need daily updates on regions, industries, and companies in order to have the most up-to-date information available. I find that the best lawyers have established a great system for filtering and synthesizing media information from apps and other outlets—beware of information overload!

 

David Flechner is a partner in Allen & Overy’s New York office and a member of the International Capital Markets group. He also helps lead the firm's Latin American Capital Markets practice. He specializes in international securities offerings, financial transactions, and corporate governance. David has extensive experience representing underwriters and issuers across a wide range of sectors in public and private offerings of debt securities, liability management transactions, and SEC-registered and exempt equity IPOs, follow-ons, and rights offerings.

He has also advised numerous leading Latin American companies on SEC reporting obligations and U.S. stock exchange rules, and he has acted for lenders, arrangers, and borrowers in corporate financings, restructurings, and M&A transactions. He is fluent in Portuguese and Spanish, and he is proficient in French.

Neil Barlow, Partner—M&A and Private Equity • Carla Ruggero, Associate—M&A and Latin America
Clifford Chance US LLP

Describe your practice area and what it entails.

Neil: I am a private equity partner in New York. I focus on cross-border private equity M&A, acquisitions, and dispositions, including growth equity investments for financial investor clients.

Carla: I am a senior associate in the M&A group in New York. Given my background, I do a large amount of Latin American work, advising buyers or sellers in transactions that have some LatAm component.

What types of clients do you represent? 

Neil: I represent private equity clients, including traditional buyout houses, sovereign wealth funds, and public pension funds. Basically, clients that have private pools of capital to buy and sell stakes in businesses. Specific clients include CVC Capital Partners, EMK Capital, Sixth Street, Cinven, and AlterDomus. 

Carla: Our client pool is very diverse and includes corporates and strategic players, financial investors, and other types of clients who either have assets they’re selling in Latin America or who want to invest in the region. 

What types of cases/deals do you work on? 

Neil: Given my international background (I started my career in London and worked in Dubai and now New York), I focus on cross-border M&A transactions, both inbound and outbound. I help international clients acquiring U.S.-based businesses and U.S. clients buying and investing in businesses abroad. The businesses often have multiple operations across different countries, so each transaction will have local nuances and regulatory approvals or employee transfer requirements that are specific to one of the countries in which the business operates. We regularly work as one team with our offices across the globe to advise the client on all aspects of the transaction.

Carla: My deals are similar in terms of the cross-border nature of the transactions. In particular, for transactions in Latin America, we also work very closely with local counsel in different jurisdictions. Our strong relationships with local firms are key to achieving our clients' goals in each of those jurisdictions and delivering a “one-stop shop” combining the best of international standards with top-quality local advice. 

How did you choose this practice area?

Neil: When I first joined the firm as a junior lawyer, we rotated across departments. My first rotation was in the private equity group, and straightaway I decided that it was for me. It felt like real life rather than abstract legal concepts—I was working with tangible businesses that were household names across the world, including retail, technology, and healthcare platforms. I was immediately drawn to learning how the businesses worked and the nuances particular to each business’s sector. 

While on the buyer's side, it was exciting to negotiate on behalf of our client to secure the acquisition. Our clients are often in competitive auctions against other buyers, particularly in the private equity sphere. It's about the speed of execution and the quality of advice, but also the ability to be commercial. I love the commercial aspects of the role.

Carla: I like how, on the transactional side of things, you get to work together with your counterpart to make the deal successful for both parties, so it's not adversarial. As M&A lawyers, we are instrumental in truly transformational transactions. That will never get old.  

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

Neil: There's a lot of project management in balancing the stages of each transaction as we move through the negotiations of the legal and commercial points. My clients are in the U.S., Asia, the Middle East, and Europe, so there's a lot of managing transactions across different jurisdictions and time zones. Our role is helping clients' businesses grow, so we also must be proactive for our clients by constantly identifying opportunities for them, engaging in discussions about how we can support them, and offering training.  

Carla: A lot of the time managing transactions means being available for your clients to continually address deal-related issues that come up, but also general commercial issues. It's more than a purely legal role—you become a trusted advisor for the client, you need to know their business inside out, and you're there to help them solve any issue that arises. 

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

Carla: Take negotiation and M&A classes in law school. Understanding accounting and corporate finance is also important, as we often negotiate price mechanisms. It helps to understand how the company's finances work so you can add value to your clients' negotiation on that point. In terms of skills: drafting, problem solving, time management, and the ability to listen well and to find creative solutions. 

Neil: Take accounting classes. Many accounting terms are used in M&A agreements, and we team up with accounting firms all the time. If you don't understand the points but you're negotiating with lawyers that do, you'll be lost. 

A critical skill to develop is brevity. If the client can't read it on their phone on the subway, don't send the email. Be articulate but cut straight to the point. Develop this and it will become one of your greatest strengths in this profession.

What do you like best about your practice area?

Neil: I love the positivity that's generated through teamwork and collaboration. This job requires you to depend very closely on your team. It makes you determined to work hard to achieve success for the client, but also for your teammates. The positivity generated through that dedication, combined with the firm's uniquely collaborative culture, is electrifying.

Carla: I agree, and due to the cross-border nature of our practice, that team extends around the world. Finding that same collaborative spirit throughout the firm's international network, working as a single team even though we are miles away from each other, that's what I like best. You may be working on sensitive, high-pressure transactions, but you're always in it together.

What is unique about your practice area at your firm?

Neil: We are truly global and integrated; there's no hierarchy here. Colleagues around the world are not territorial and will make client introductions and pass work along; whatever it takes to have the right person addressing a point in the expert manner our clients expect. 

That lack of hierarchy applies at the associate level too. No matter how junior a lawyer you are, if you have bright ideas and earn colleagues' trust, partners will back you. There's space here to be ambitious and advance your career in an entrepreneurial way, especially as we focus on growing in the U.S. 

Carla: We have a leading Latin America practice, with a team of lawyers around the network, based in New York; São Paulo; Washington, DC; Madrid; London; and other countries across Europe and Asia. This gives us a vast network of skills to draw on across practices, with the resources we need to support our clients when doing transactions in Latin America. It really makes a difference having experts across all practice areas. I started my career in Argentina and came to Clifford Chance because the LatAm focus was the perfect fit for my background and experience.

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

Neil: Project management. As a junior lawyer, you're the person the team is relying on to keep track of the deal process and the status of case documents. You assist with legal due diligence, reviewing contracts, constitutional documents, employment agreements, IP arrangements, etc. You join client calls to learn how to negotiate and follow the points, and get involved in closing checklists and other agreements critical to closing the transaction.

Carla: The firm involves junior associates in calls and meetings with clients, and this starts early in their career. We work with them to make sure they are knowledgeable about all aspects of the transactions so they quickly find their interests and learn where they can add value.  

How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?

Neil: To work at a global firm, you need to have a global mindset. It's essential to understand other cultures, traditions, and politics so you can appreciate certain sensitivities in cross-border work. At a firm like ours, people are from around the world—I'm from Europe and Carla is from Latin America, for example — and living in different countries has helped us develop that mindset. Take advantage of any opportunities to work abroad and take the time to learn how local laws apply in different countries. We recently advised on a transaction that had a large Indian component, so we worked with local counsel in India. I encouraged our associates to join calls with our client and local counsel to better understand the Indian issues. While we have local counsel to help with local laws, we still deliver one team and one service to the client. Ultimately, we are responsible. 

Carla: It's about being aware of the cultural nuances around the world. Building a diverse network of peers and colleagues helps you learn different perspectives and gives you access to a wealth of cultural knowledge. People use different negotiation styles across different countries, so it helps to have context to understand who you're talking to and what clients from different countries will expect. 

 

Neil Barlow specializes in cross-border M&A, with a particular focus on private equity transactions. Neil advises international and domestic private equity houses, financial sponsors, and corporates on a wide range of matters, including acquisitions, disposals, leveraged buyouts, takeovers, mergers, joint ventures, minority and growth capital investments, PIPEs, IPOs, and restructurings. Neil has particular experience of advising on M&A in North America, Europe, and Latin America and is adept at executing domestic or cross-border transactions involving those geographies. Neil has spent time on secondment with CVC Capital Partners and with 3i.

Carla Ruggero is an associate in the Corporate/M&A practice and a member of the firm's Latin America group. Carla specializes in M&A transactions, with a particular focus on energy and infrastructure. Originally from Argentina and dual qualified in New York and Argentina, she regularly advises foreign and domestic buyers and sellers in complex cross-border transactions and, in particular, with a focus in Latin America.

Andrea M. Basham, Partner—Corporate and M&A
Freshfields Bruckhaus Deringer LLP

Describe your practice area and what it entails.

I represent our corporate clients on all types of M&A transactions and corporate and financial investors, including sovereign wealth funds, in their strategic joint ventures and non-control investments as they increasingly seek to hedge against potentially disruptive technologies by outsourcing risks and costs and gaining access to research and development, intellectual property, and innovation strategies. In addition, I represent a number of companies in a broad range of corporate matters—including governance, disclosure, M&A, and financing transactions. 

What types of clients do you represent? 

My clients include a mix of companies and institutional investors. On the corporate side, I have represented clients across a variety of industries, including tech (Alphabet/Google), industrials (Volkswagen, Stanley Black & Decker, Honeywell), renewables (Li-Cycle), media, marketing and communications (América Móvil, Stagwell), financial services (The Hartford Financial Group), oil and gas (Carbo Ceramics), and payments (Evertec), among others. On the institutional investor side, I have represented private equity funds, sovereign wealth funds, asset managers, and hedge funds.

What types of cases/deals do you work on? 

Recently, my transactional work has been focused primarily on non-control and strategic minority investments by corporate and institutional investors. I have particularly enjoyed being part of my corporate clients’ evolution and growth in recent years with respect to their focus on emerging technologies. This work has included representing Google on its $1bn PIPE in CME and $4.5bn transaction with Jio Platforms, including investment and governance arrangements and commercial agreements to develop an affordable smartphone with an optimized operating system; Uber on its investment in Grupo Moove; Stanley Ventures on multiple equity investments in companies developing disruptive technologies; Cargill on its Series D investment in Evolve BioSystems; SightX on its Series A financing; and Universal Music Group in connection with Tencent’s purchase of 10% of the company from Vivendi and option to purchase a stake of UMG’s Greater China business. In addition, I’ve worked on a number of SPAC and de-SPAC matters, including the IPO of SPAC PepperLime Health Acquisition Corp., the de-SPAC of Li-Cycle, and advising investors Volkswagen and Stanley Black and Decker in connection with the de-SPACs of QuantumScape and Evolv Technology, respectively. Lastly, I’ve handled more historically “traditional” M&A, including advising América Móvil on the sale of Claro Panama to Liberty Latin America affiliate and formation of telecom JV with Liberty Latin America in Chile and Honeywell on the combination of Honeywell Quantum Solutions and Cambridge Quantum Computing and acquisition of a majority stake in the combined company.

How did you choose this practice area?

I knew coming out of college that I wanted to be a corporate lawyer and took two years to work in consulting to get to know the business world before going to law school. While I debated going to business school instead, what intrigued me most coming out of law school was being able to partner with business leaders to help them achieve their objectives. I particularly value the Global Transactions practice at Freshfields, given its forward-looking commitment to anticipating how economic changes and market shifts are likely to affect our clients and our practice, which allows us to be better lawyers to our clients. 

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

This is a great question, and I could use all of this space to talk about the different adventures a day can bring. One of the things I find to be the most fun about being a law firm lawyer is the variety of matters I deal with on any given day. The most significant part of my day is really about human interactions. I spend a lot of time on the phone or in person with current clients, whether it be advising a client with whom I’ve had a long relationship on a one-off question that has come up or spending several hours on a call or in a meeting negotiating a transaction agreement with a broad group of clients and their advisors. And I particularly enjoy business development and focusing on new client relationships, which is increasingly a part of all our practices. I also spend a lot of time with colleagues, and I value Freshfields’ commitment to an open culture and collegiality. In an era where technology often makes avoiding direct human interaction way too easy, I make a point every day to try to meet with my teammates on my transactions and to spend real time teaching the associates with whom I work. The second part of my day almost always involves reviewing contracts or other types of documents, requiring focus, concentration, and the time to think through difficult issues without interruption—easier said than done, but an incredibly rewarding part of the job to get right. The third part of my day is spent organizing—making sure I’ve been responsive to every question, planning what needs to be accomplished in the short and medium term and how to get there, and ensuring that I’ve appropriately delegated the various things that need to be done. 

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

The lawyers I look up to most are not necessarily those who have the best formal training or the most headline deal experience, but those who really commit to learning from every experience and remain adaptable throughout their careers. A corporate practice, and particularly one that is very transactional, involves a lot of people management, a lot of process management, and a lot of knowledge. No one is innately able to perfectly manage every deal, every problem, or every person that comes their way. We learn from each other. I think those who succeed the most are those who have paid attention to how others have performed successfully (or not) in similar situations and are able to implement their lessons learned in emulating the best aspects of them. 

What do you like best about your practice area?

I love the variety of work and the variety of clients. At Freshfields, we don’t work in siloed industry or practice groups, and I’ve valued and sought to work in that sort of free-flowing, organic structure throughout my career. As a result, I’m always working on multiple projects for totally different clients. I particularly like the aspect of my practice that allows me to get to know the businesses of my different clients, and I am constantly learning something new. Most recently, this has included learning about what the 3D printers of the future might look like, how payments systems are rapidly evolving, and how music label contracts work.

What is unique about your practice area at your firm?

What I find most unique about Freshfields’ New York Global Transactions practice, as compared to other “Wall Street” corporate law practices, is its approach and commitment to being a truly global firm. The firm’s commitment to continuing to grow its corporate practice in the U.S. is unparalleled. But also, in a world where nearly every transaction has some sort of cross-border element to it, whether large or small, the breadth of the firm’s expertise both across practice areas and jurisdictions around the world is an asset that I believe positions the firm particularly well to serve our clients on the complex transactions that we expect to see in the years to come. 

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

The variety that I appreciate about my own practice is equally applicable to a junior lawyer’s role. The junior lawyer will often be the first point of contact for a client, which creates a real opportunity early in her or his career to start developing professional relationships. The junior lawyer will often be responsible for keeping track of all workstreams on a matter—keeping the trains running on time and knowing where each deal is at any given time is an exciting way to learn about the complexity of a transaction without having to immediately dive into the substance and technicalities of all of the different workstreams. The junior lawyer will often be the first to take a pencil to paper (or keyboard to screen) in drafting a document, and our culture endeavors to give a junior associate as much responsibility as he or she is willing and ready to handle.

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

I think clients today expect their legal advisors to understand their businesses and the economics of a transaction to an extent much greater than they did five or 10 years ago, and that trend will continue. As a result, being a corporate lawyer means not only getting the legal advice right, but being a businessperson and being able to counsel clients on both legal and commercial aspects of an issue or transaction. In my mind, this continues to make our practice more interesting, and I value working at a firm that makes this a priority. I also think (and hope) that our legal teams will continue to look more like the world around us. Clients are increasingly demanding that their providers field diverse teams, and they value the contributions of women and minorities in a way that I think has really come to the forefront in the last several years. I am particularly proud of how Freshfields has committed to diversity; our team is both incredibly diverse and incredibly committed to continuing to build with diversity as a primary goal. Lastly, clients are well aware of the efficiencies that technology offers with respect to certain elements of providing and delivering legal advice. Freshfields is out in front of this, figuring out how AI can help contract review, how precedent gathering can be more effective, and how drafting can be more efficient, among other things. On all of these fronts, I am proud to be part of a commitment to an open-minded and adaptable approach to being the advisors on the next generation of transactions. 

Andrea is a partner in the M&A practice of Freshfields’ New York office. Andrea advises buyers and sellers in public and private M&A transactions, including joint ventures and minority investments. Her practice also includes public company ongoing reporting representations and securities law and reporting aspects of M&A transactions involving public companies. Andrea received a J.D. degree in 2002 from New York University Law School, where she served on the Articles Committee of the NYU Law Review, and a B.A., magna cum laude, from Vanderbilt University in 1997.

Pierre Perais Emmanuel, Partner • Clara Pang, Partner
Linklaters

Describe your practice area and what it entails.

Pierre Perais Emmanuel: Our group generally focuses on cross-border public and private M&A and private equity transactions—whether billion-dollar transactions, serial acquisitions, leveraged buyouts and strategic investments, carve-outs, going-private transactions, or complex joint ventures—and covers a broad range of industries, including technology, renewables, pharmaceuticals, financial services, retail, consumer goods, and mining. We also represent clients on special purpose acquisition company (SPAC)-related transactions, corporate and securities laws, governance issues, and U.S. Securities and Exchange Commission compliance and reporting matters.

What types of clients do you represent?

Clara Pang: We represent buyers, sellers, special committees, private equity sponsors and their portfolio companies, financial advisors, and investors. We regularly work with non-U.S. clients looking at inbound transactions as well as with U.S. clients looking outbound.

What types of cases/deals do you work on?

Clara Pang: We focus on complex cross-border transactions that can span multiple jurisdictions. We’re headquartered in London with thirty offices worldwide and have been in New York since 1972. Our clients face varying challenges and commercial and legal landscapes around the world. We provide them with an international perspective paired with a strong understanding of and experience with U.S. law (specifically New York and Delaware) and market practices to help them best navigate their M&A transactions. 

How did you choose this practice area?

Pierre Perais Emmanuel: I wanted to focus on M&A transactions because I like the adrenaline-inducing pace of deals as well as working with a variety of constituencies—whether internally when we work with our colleagues across practices and regions or externally with our clients’ legal and business teams. I also like the creativity of the practice. The processes of dealmaking can be very creative, as there are always new issues coming to my desk. The diversity of the practice is unparalleled, and it’s very exciting.

Clara Pang: What attracted me to M&A was the collaborative nature of the work, both internally and externally. Throughout the transaction process, all of the parties are typically working towards a common goal. It is very fulfilling when the goal is reached. It's also a very interesting and intellectually stimulating practice area. I’m not only thinking about the types of transactions and the structure of transactions that we do, but also the opportunity to learn about different industries, different clients, and how their businesses work. That is a very gratifying part of the practice, to be able to really feel like you understand your client's business, which is integral to being successful in this practice area.

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

Pierre Perais Emmanuel: There is no typical day for me, every day is different. Even when you wake up, you never know how the day will end. We could be reviewing markups prepared by associates, discussing deal strategy with a client, or negotiating deal documents, but a significant portion of my day also involves participating in business development and marketing activities as well as overall firm management, participation in diversity initiatives and trainings, etc.

Clara Pang: I agree that one of the most exciting aspects of our practice is that there is no typical day. We have to be flexible in adapting to client needs, from drafting and negotiating deal documents to helping them problem solve. Our top priority is to counsel our clients, so, as a part of that, we also work to make sure that our associates are receiving high-quality training to provide excellent client service.

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

Pierre Perais Emmanuel: A class on corporations is a requirement. Beyond that, you should take classes that appeal to you because an M&A lawyer needs to be familiar with a variety of other practices. Taking classes in securities regulation would also be helpful, especially if you would like to do public M&A. Accounting is helpful. It is also good to have some tax background and a familiarity with contract drafting. If your school offers an M&A class, that would be an obvious choice, but I would say to take the basics and then explore because there is a chance that those classes will be indirectly relevant to your practice.

Clara Pang: In line with that, it is important to have familiarity with the jargon that you will start to have to work with in this practice area. The classes Pierre mentioned will help, but getting familiar with the types of phrases and words that people use in reference to corporate entities and different types of transactions is also very helpful.

What is unique about your practice area at your firm?

Clara Pang: At a global firm like Linklaters, the breadth and sophistication of the types of transactions that we see at our firm are unique. We get to experience how different markets practice and how it can impact what we do here and how we have to think about our clients that are doing transactions in jurisdictions they're not familiar with. We also place a strong emphasis on associate training, as well as on providing associates with opportunities to step up and have client interaction and work with our colleagues in other offices across the global network early on in their careers. We want associates to feel as though they have ownership of their careers and are in a place where they can advise on aspects of transactions that they may not get elsewhere.

Pierre Perais Emmanuel: I would just add that, regardless of the value of the deals we encounter, whether it's a few million or multibillions, it will typically have a cross-border element to it, and it will always be a complex transaction.

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

Pierre Perais Emmanuel: There will always be a need for M&A lawyers to advise on the unique aspects of a particular transaction in order to avoid complications concerning clients’ deals to grow, innovate, or exit. However, the way we practice daily will probably change with the increased use of technology in dealmaking. Even though complex contracts and issues will still require the counsel of lawyers, we should be able to leverage technology more for certain deal processes, such as due diligence, and, as a firm, we regularly innovate and use new technologies to help improve efficiencies. I believe evolving technology will change the way we advise our clients. Frankly, the timelines of deals are getting quicker and quicker every year.

Clara Pang: I think that is mirrored by how clients’ expectations are going to change. They will expect their lawyers, particularly those advising on M&A transactions, to embrace those innovations and technology that will make them more efficient and able to meet those shortened deadlines Pierre mentioned. That is something that our clients will be expecting of lawyers, now and in the future, to be familiar and well versed with. Lawyers will need the kinds of tools that will help run these processes more efficiently.

What misconceptions exist about your practice area?

Clara Pang: A lot of new junior lawyers are terrified about being an M&A junior because they are intimidated by the time commitment this type of work might require as well as the type of work that may be required as a junior. The hours might be tough, and it can be gruelling as maybe not all the tasks asked of a new lawyer are the most glamorous. But there is great value to be had and skills to be learned in those tasks, which I recognized as I progressed in my career.

Pierre Perais Emmanuel: Additionally, I think it’s worth mentioning that you do not have to be what may be considered a stereotype of an M&A lawyer to be successful.

How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?

Clara Pang: Law firms that are helping clients work in different jurisdictions and in different environments need to ensure their lawyers have the tools and resources they need to be sensitive to cultural differences. Lawyers should educate themselves on and recognize the impact of understanding cross-cultural differences in being an effective adviser on cross-border transactions.   

 

Pierre Parais Emmanuel & Clara Pang, Partners—Corporate (2023)

Pierre’s practice focuses on a variety of corporate matters, including mergers and acquisitions, capital markets, and special purpose acquisition company (SPAC) transactions. Pierre advises clients on complex public and private mergers and acquisitions, including cross-border mergers, carve-outs, going-private transactions, auctions, and joint ventures, spanning industries such as technology, energy (including renewables), pharmaceuticals, financial institutions, and consumer goods/retail. He also has experience representing corporate clients, investment banks, and private equity sponsors and their portfolio companies on capital markets transactions. He counsels clients on SEC compliance and reporting, governance issues, and general corporate and securities law matters. Pierre also has experience on SPAC-related matters, having advised SPACs and their sponsors, target companies and their shareholders, “PIPE” investors, and stock exchanges on related matters.

Clara has experience advising on cross-border and domestic transactions, including auctions, mergers, equity, and asset sales, as well as on general corporate governance and securities matters. Her domestic and international practice spans a number of sectors, including financial services, energy, and industrials and manufacturing. Clara also keeps the firm’s U.S. M&A group apprised of the latest legal and market practice developments, and manages the technical legal training of the practice’s lawyers and provides training to clients.

Evelyn Balassiano, Partner—Energy, Infrastructure, Project and Asset Finance
White & Case

Describe your practice area and what it entails.

I am a partner in White & Case’s Energy, Infrastructure, Project and Asset Finance Practice (EIPAF). My practice focuses on the development, financing, and acquisition of infrastructure assets in the U.S. and Brazil. I have experience in a variety of asset classes, including airports, toll roads, rail, and water.

Infrastructure is a powerful driver of social and economic change, so I find my practice extremely rewarding. In addition, every asset presents its own challenges and opportunities to devise creative development and financing structures, so my practice is not “cookie-cutter” and every day is interesting.

However, infrastructure development and financing transactions in general require long-term contractual stability. It is therefore very important for all parties involved (public authorities, developers, and lenders), including their legal counsel, to work collaboratively to understand each others’ goals and pressure points. I find the transactional, non-adversarial aspect of my practice very appealing.

Infrastructure transactions also require a great deal of technical and financial expertise. As a result, my practice enables me to interact with professionals in other service industries and develop new perspectives and ways of thinking.

What types of clients do you represent? (Please feel free to list actual clients.)

I represent a diverse group of domestic and international clients. In some transactions, I may represent the financiers, which could include local and foreign commercial banks, developmental institutions, governmental authorities, and debt funds. In other transactions, I may represent the developers, which could include strategic corporates and private equity and pension funds.

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

I work on the acquisition, development, and financing of infrastructure assets. Each of these categories of transactions involves a different skillset and dealing with different types of documents.

For example, we have recently represented a group of 13 U.S. and foreign commercial banks in the financing of the $4 billion redevelopment of Terminals 6 and 7 at JFK International Airport. Finding the most efficient financing structure took several months and various attempts. We originally worked on a bank-bond deal structure, until interest rate changes made the structure evolve to a fully bank-financed transaction. Ultimately, the financing involved a tax-exempt drawdown bond facility, a term loan facility, and a letter-of-credit facility, all three lent through a conduit issuer to maximize tax efficiency. Going through the different iterations of the structure with clients and helping them put together the final structure was particularly interesting in this transaction. Knowing that in five years the public will be able to enjoy a redefined travel experience at a state-of-the-art international terminal provided extra motivation and fuel for all the hard work this project required.

We have also recently represented Brazil's National Bank for Economic and Social Development (BNDES) and a syndicate of ten commercial banks and developmental agencies in connection with the financing for the $3 billion São Paulo Metro Line 6 project in Brazil. This was another project that required an innovative financing structure, including a complex set of letters of credit and guarantees under Brazilian, New York, Spanish, French, and Italian laws. Assisting Brazilian counsel and working with White & Case teams across multiple jurisdictions required navigating different laws and ways of doing business, and made the transaction even more interesting.

My practice also involves the acquisition of infrastructure assets. As an example, we have recently represented Atlas Arteria Limited in its $2 billion acquisition of a majority equity interest in Chicago Skyway, a 12.5-km toll road. This transaction involved representing an Australia-based global owner, operator, and developer of toll roads. It required working closely with White & Case’s M&A team and understanding the different deal dynamics in a competitive bid transaction compared to a financing transaction.

How did you choose this practice area?

I did not actively pursue a career in infrastructure development and financing. In fact, when I began my legal career in Brazil, I was interested in securities regulation and wanted to pursue a public career with the Brazilian Securities and Exchange Commission (CVM). After earning my master’s degree in the U.S. and spending one year in a New York-based law firm helping Latin American companies issue securities in the international capital markets, I decided to give my career an international twist and become a New York-qualified attorney.

In my initial years practicing in New York, I worked mostly in capital markets transactions involving Latin American issuers. However, I also had the opportunity to be staffed on project financing deals in Latin America and, in time, I realized that I enjoyed project financing more than capital markets. Eventually I found a mentor whose practice focused on U.S. infrastructure and public-private partnerships, and that led me to take a deeper dive into the infrastructure space and specialize in this area.

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

A typical day involves a mix of different activities. Usually, I will spend a few hours in meetings or conference calls with clients to go over outstanding issues under negotiation or plan project implementation. Because the projects I work on involve a large number of documents, my day will also typically include meeting with my teammates or with the lead partners to discuss the status of the various project work streams and plan the next steps. If I am working on a project outside of New York, my day can also include discussing local law issues and strategizing with White & Case attorneys in other jurisdictions or with external counsel (where White & Case is not authorized to practice the relevant local law).

Finally, transactional work requires translating into the contract all of the discussions you have had with your clients and counterparties. As a result, a typical day will require a number of quiet hours drafting and reviewing documents. In some cases, you may be able to follow a precedent, but more often than not, you are dealing with one-of-a-kind situations that will require bespoke provisions, and it will be important to draft in a clear and concise manner.

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

If you are in law school, I would recommend classes in legal writing, negotiation, corporate finance, and secured transactions. If you have already started your legal career, there is no substitute to diving deeply into the practice and keeping yourself busy. Infrastructure development and financing is a multifaceted practice that requires a profound understanding of multiple types of documents (project development documents and financing documents) and how they fit together, as well as multiple types of development and financing structures. As the learning curve can be steep, it is important to expose yourself to as many of these different documents and structures as possible.


What do you like best about your practice area?

I truly enjoy that my practice is collaborative and leads to the development of assets that change people’s lives. Unlike litigation, opposing counsel and I work side by side toward achieving a common goal. While my clients’ interests may at times conflict with their counterparties’ interests, the job of legal counsel is to think outside of the box and develop creative solutions to enable successful transaction implementation. I also truly enjoy that after putting in numerous hours (or months) of intense work, the result is a brand-new piece of infrastructure that will generate employment during construction and, once open to the public, will dramatically improve users’ lives—such as a new toll road or subway line that shortens the commute of hundreds of thousands of users each day.

What is unique about your practice area at your firm?

There are so many unique things about the infrastructure practice at White & Case. We have a global infrastructure practice and I often find myself drawing from the experience and knowledge of other White & Case attorneys in Europe, Australia, and the Middle East. Pulling from our experience elsewhere in the world enables us to truly develop a deep sector understanding. We are also a highly motivated group of diverse attorneys. Being a diverse attorney myself, it is important for me that I can bring my authentic self to work and feel supported by the firm in doing so.

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

A junior associate in my practice will typically be responsible for project management, such as running checklists and coordinating document execution. There is also ample opportunity for junior attorneys to get involved in document review, including by performing legal due diligence in financing or acquisition transactions, and in drafting contracts, memos, and reports. Junior attorneys also assist with the negotiation process by preparing and keeping issues lists up to date and analyzing how certain issues were handled in other similar transactions, for example.

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

Summer associates are afforded the same opportunities as first-year associates. They are also expected to demonstrate the same commitment to the team and the clients with whom they are working as first-year associates.

Evelyn Balassiano is a partner in the Energy, Infrastructure, Project and Asset Finance Practice in the New York office of White & Case. Evelyn represents sponsors and financiers in various types of project development, acquisition, and financing transactions. Her practice focuses primarily on the public-private partnerships (PPP) sector in the U.S. and in Brazil, and her experience includes projects in a wide array of infrastructure sectors.

Related Vault Guides
Check out some of Vault's guides that are related to this field.
Top Ranked Firms
Check out the top-ranked law firms in International.