Securities / Capital Markets

Describe your practice area and what it entails.

My practice focuses on helping clients navigate a wide array of equity and debt capital markets transactions, including IPOs, and then helping these clients navigate life as a public company. Day-to-day, this means structuring and negotiating transactions and guiding clients through everything from routine to more complex disclosure and regulatory requirements. It’s a practice that really requires both technical know-how and a solid understanding of each client’s business.

What types of clients do you represent?

I represent a broad range of clients across the capital markets ecosystem, including publicly traded companies, emerging growth companies, private equity sponsors, sovereign nations, and leading investment banks. My clients hail from a variety of industries, including financial services, technology, retail, and industrials.

What types of cases/deals do you work on?

I work on all kinds of capital markets deals, but a few recent transactions have been especially memorable. I worked on the Alliance Laundry and Neptune Insurance IPOs, which were exciting projects with a lot of moving parts. I’ve also been busy handling stock and notes offerings and commercial paper programs for Home Depot, the Republic of Peru, Banco Santander, and Hertz, among others. It’s a wide mix of work, and the variety is one of the things I enjoy most about what I do.

How did you choose this practice area?

I chose capital markets for two main reasons: the breadth of the practice and the collaborative nature of the work; there’s something rewarding about bringing together all the parties involved in executing a deal. At Davis Polk, our capital markets group covers every type of securities transaction and works across multiple industries. I think this ultimately means that you have the broadest possible corporate practice; you negotiate-ate transaction agreements, you deal with technical financial covenants, and you work with regulation and regulatory entities. Typically, these matters are split among different groups in other practice areas. From an industry perspective, I might be working on a tech deal one day and a bank deal the next day. The constant exposure to different industries and types of deals keeps the work interesting and intellectually stimulating.

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

A typical day in capital markets at Davis Polk is fast-paced and dynamic, with a mix of tasks that vary depending on the active deals. On any given day, I am working on several different offerings at different stages and advising clients on questions outside of the transactional context. In fact, a lot of my day involves calls with management at my corporate clients to discuss questions about their business generally and the securities law considerations related to questions they are contemplating. Additionally, staying updated on SEC and regulatory developments is crucial as market trends and rules are constantly evolving. The work requires juggling multiple tasks, meeting deadlines, and being adaptable to the needs of each deal.

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

Formal training and classes are by no means a prerequisite. I did not even take Securities Regulation while in law school. I think it is true that law school teaches you how to think in a certain way—how to issue-spot—and this is essential once you are a corporate lawyer, but beyond that, the actual sub-stance of the class is less important. That said, certain topics that are less traditional—and therefore, are less familiar to law students—can be helpful in a capital markets practice, including classes in accounting, economics, and finance.

The most valuable training comes from hands-on experience at the firm, where you learn by working on real deals. Curiosity is key: Be proactive in understanding the business and ask questions to grasp complex issues. Strong writing skills and networking with professionals in the field will also help you develop in this practice area.

What do you like best about your practice area?

What I enjoy most about capital markets at Davis Polk is the combination of complex, high-stakes work and the opportunity to collaborate with exceptionally talented colleagues. Every deal brings unique challenges, whether it’s an IPO, a debt offering, or a commercial paper program, and I get to guide clients through the process from start to finish. I also really value the teamwork and mentorship culture at Davis Polk. Being able to work closely with colleagues across practices and help junior lawyers grow is extremely rewarding. Ultimately, it’s the mix of intellectually stimulating work, client relationships, and the collaborative environment that makes this role fulfilling.

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

In capital markets, junior lawyers typically handle a variety of important but focused tasks that support the deal team, with a particular focus on deal execution. This often includes conducting due diligence to review company documents, drafting sections of prospectuses and other offering materials, pre-paring filings for the SEC or other regulatory bodies, and managing the deal process. They also help coordinate information among clients, underwriters, auditors, and internal teams, and they may assist in negotiating standard provisions in underwriting or purchase agreements. While the work can be detail-oriented, it provides junior lawyers with a front-row view of complex transactions and the opportunity to build a strong foundation in securities law and transactional practice.

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

Summer associates in our capital markets practice gain hands-on experience with high-profile, complex transactions from start to finish. They have the opportunity to assist with drafting registration statements and other offering materials, conducting due diligence, and preparing regulatory filings. They also see firsthand how deals are structured, negotiated, and executed, working closely with partners, associates, and clients throughout the process. Beyond technical skills, summer associates develop a deeper understanding of securities laws, market practices, and client interactions while benefiting from the mentorship and collaborative environment that are central to our practice.

How important is teamwork in the Securities/Capital Markets work that you do?

Teamwork is absolutely essential in the securities and capital markets work I do. These transactions are fast-paced and high-stakes, and they involve multiple moving pieces, which means that effective collaboration across teams is critical to delivering for clients. I regularly work alongside colleagues in regulatory, tax, and litigation groups, as well as with bankers, auditors, and internal client teams, to ensure that every aspect of a deal—from due diligence and drafting to regulatory filings and closing—comes together seamlessly. Additionally, capital markets is a less adversarial practice than others, and this means working together with counsel representing other deal parties is incredibly important, as everyone is working toward a common goal. Strong communication and trust within the team allow us to anticipate issues before they arise and to execute transactions efficiently and accurately, often under tight timelines.

Pedro J. Bermeo advises U.S. and non-U.S. issuers and underwriters on capital markets transactions, including initial public offerings (IPOs) and other equity offerings and public and private high-yield, investment-grade, and convertible debt offerings, including those in Latin America. United States and international clients also look to him for advice on general corporate, governance, and securities law matters. Pedro works on offerings for companies in a variety of industries, including financial services, technology, energy, retail, industrials, and biotech. He was named a Rising Star in Capital Markets in Law360 in 2022.

Describe your practice area and what it entails.

We practice in Milbank’s corporate finance and securities group, where we help companies raise capital from investors through global debt and equity markets. This capital supports a wide range of objectives, including financing growth, building new projects, making acquisitions, investing in innovation, and executing long-term strategies. At its core, our corporate finance and securities work sits at the intersection of law, finance, and business judgment.

The practice is fast-moving, deal-driven, and deeply analytical. It requires understanding of the client’s business, the market environment, and the strategic rationale behind a financing, not just the legal documents. In a single day, you may be advising on securities law questions, negotiating debt terms, making judgment calls on disclosure issues, guiding companies through credit ratings concerns, analyzing cross-border regulatory frameworks, and engaging in complex negotiations among multiple stakeholders.

We draw on a wide range of skills, from storytelling to contractual analysis and understanding international markets and politics. It’s an incredibly dynamic practice that rewards creative thinkers who enjoy working strategically at the center of high-value transactions.

What types of clients do you represent?

Our clients span the full spectrum of industries and geographies. We regularly represent issuers, private equity sponsors, investment banks, institutional investors, and private credit and hybrid investments funds on everything from IPOs, high-yield bond offerings, and investment-grade notes to convertible bonds, liability-management exercises, loans, and private capital solutions. If you have a business or a government that needs to raise money in the markets, we probably have a role to play in it. In 2025, we worked on hundreds of billions of dollars in bond and equity issuances alone, in addition to our work on loans, letters of credit, securitizations, and advisory engagements for companies considering accessing the markets for the first time.

Jonathon: What I enjoy most is how diverse the work becomes when your client roster spans technology, telecom, energy transition, consumer brands, industrials, and financial services. Every company’s story is different, and our job is to translate that story into a financing that succeeds in the market.

What types of cases/deals do you work on?

Jonathon: Some of my favorite matters have been large-scale, market-defining transactions including advising on the largest private capital financing ever for a technology company: Meta’s $27 billion 144A bond financing, which funded the construction of a data center the size of Manhattan; assisting MP Materials, the United States’ only rare earth minerals company and a strategically important player for national security, in expanding its capital structure; and executing high-yield bond offerings for companies such as Getty Images, where disclosure, covenants, and investor messaging were critical to success.

Adam: I work primarily on cross-border transactions with a particular focus on Latin America and the Caribbean. Some of my favorite transactions have included bringing LATAM Airlines back to the U.S. public markets after a three-year bankruptcy process; guiding Banco Davivienda by raising capital to integrate its acquisition of Scotiabank’s Central American and Colombian assets; helping the national oil company of Trinidad & Tobago finance its reorientation toward exploration and production; advising Codelco, one of the world’s largest copper miners, on raising funds to expand its mines and further its investments in lithium production to support the green energy transition; and assisting the largest blueberry growers in Peru in securing funds to increase pro-duction for export to the United States and Europe.

A defining feature of Milbank’s practice is that we routinely handle the most significant and strategically important transactions in the market. You are not in the second tier here: You are on the front lines.

How did you choose this practice area?

Jonathon: I was drawn to capital markets because it combines the intensity of transactional work with the logic and structure of securities regulation. During law school, I realized I wanted a career where I could see deals move quickly, work directly with business leaders, and participate in transactions that have immediate, real-world impact. Capital markets checked every box.

Adam: I really enjoy capital markets because it is fun to be part of real transformational moments for the companies we advise, and I enjoy helping them tell their stories to the public. Corporate finance and securities is also a very broad practice, so as an associate in our group at Milbank, you’ll work on a wide range of matters with countless opportunities to grow and learn.

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

One of the best parts of this practice is that no day is truly “typical,” but there are some common themes. Morning meetings are held with clients to discuss recent events in the market and progress on active transactions. Mid-day work typically involves negotiating covenants or structural terms, revising documentation, analyzing regulatory questions, or coordinating with internal teams in tax, finance, and litigation. The afternoon and evening is frequently dedicated to deal execution including signings, pricings, closings, or final negotiations.

Common tasks include drafting covenants and purchase agreements, preparing offering memoranda, advising on disclosure and securities law issues, and helping management tell its story in a way that resonates with investors. You learn not only how a business works but also how an entire industry operates.

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

You don’t need a finance background to succeed, and many of the best capital markets lawyers were English, political science, theatre, or engineering majors. However, certain experiences help. Core law school courses such as Securities Regulation and Corporations are particularly useful. Supple-mental courses such as Bankruptcy, Secured Transactions, and Accounting for Lawyers provide valuable structural insight. Practical experience including clinics or internships involving financial regulation, corporate law, or transactional drafting helps build comfort with deal work. Summer positions at financial institutions, regulatory bodies, or corporate legal departments can be helpful but are not required. Soft skills, namely, clear writing, collaboration skills, and the ability to work under pressure matter as much as technical skills. Most importantly, curiosity is critical. Deals move quickly, and asking thoughtful questions is the fastest way to grow.

What do you like best about your practice area?

Two things: the pace and the impact.

Capital markets deals are fast, high-stakes, and intellectually rich. You often work directly with CEOs, chief financial officers (CFOs), and bankers, and the decisions being made in real time can move billions of dollars. You feel the impact of your work immediately, when the deal prices, when the market reacts, and when the company announces a major milestone.

The teamwork is exceptional. These deals require coordinated effort with numerous professionals, and Milbank fosters a culture where junior lawyers are brought into the conversation early and trusted with real responsibility. There’s nothing more rewarding than seeing a complex, months-long transaction come together knowing you played a key role in making it happen.

What is unique about your practice area at your firm?

Milbank’s corporate finance and securities group punches far above its weight. We consistently handle marquee deals, often the largest or most innovative transactions in the market, because clients trust the combination of technical precision and commercial judgment we deliver. A few attributes set us apart:

• Lean staffing and client access. Our associates get real ownership early. You are not one of 15 people on a deal team; you are indispensable. Even juniors are on calls with founders, CFOs, bankers, and investment committees.
• Cross-border strength. Few firms can match the seamless coordination among New York, London, São Paulo, Singa-pore, and Frankfurt.
• Integrated approach. We work hand in hand with our finance, restructuring, project finance, and M&A groups, giving us unmatched insight into the full capital structure.
• Breadth of products. We handle IPOs, at-the-market and debt offerings, and loans, as well as more exotic products like prepayments for gold bars.

In summary, Milbank combines elite deal flow with a culture that values growth, mentorship, and genuine responsibility.

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

Capital markets are constantly evolving, and the next decade will bring even more transformation. Private capital will continue to grow, with more companies raising large financings outside the public markets. Hybrid products, such as convertible preferred stock, delayed-draw notes, and structured private placements, will become more common as companies seek flexibility. Disclosure expectations will expand, especially around ESG, cyber risk, AI, and cross-border regulatory issues. Global markets will integrate further, meaning lawyers must understand how U.S., EU, and emerging-market regimes interact. Technology and data-driven analytics will change how deals are executed and how investors evaluate risk.

The constant evolution is part of the appeal. You never stop learning.

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

Capital markets experience opens doors across the legal, financial, and corporate world. Typical career paths include partnership at a law firm, the most traditional path; in-house roles, often in securities, corporate development, treasury, or business strategy; investment banking, leveraging knowledge of deal structures and market dynamics; private equity or credit funds, focusing on capital structure strategy, investor relations, or legal/compliance leadership; regulatory or government positions, including the SEC or state regulators; and international roles as global markets increasingly converge.

Adam Brenneman is a partner in the New York office of Milbank and member of the firm’s corporate finance and securities group. Adam’s innovative work on complex cross-border transactions includes that on some of the region’s largest capital markets, special situations financing, and restructuring transactions. He regularly works for issuers, underwriters, and capital providers in transactions such as initial public offerings (IPOs), bond issuances, liability management transactions, loans, special situations and distressed investing, and distressed exchange offers in the United States, Latin America, and the Caribbean, as well as other jurisdictions.

Jonathon Jackson is a partner and the practice group Leader of Milbank’s corporate finance and securities group. Jonathon has extensive experience advising corporate and financial institutions on a broad range of capital markets and distressed and special situation investment opportunities. His expertise includes high-yield and convertible debt, project bonds, and securitizations, as well as IPOs and preferred equity. He regularly advises on in-court and out-of-court restructurings and liability management. Jonathon’s practice also includes advising on corporate governance, SEC reporting, and compliance matters, and he has experience across a variety of sectors, including retail, oil and gas, pharmaceuticals, healthcare, industrials, biotech, energy, aviation, and technology.

Describe your practice area and what it entails.

Ryan: Capital markets fundamentally involves helping companies raise money, but the scope is much broader. We help position private companies for their next strategic inflection point, from updating their board and governance structure to preparing for an IPO. For public companies, our work involves navigating complex SEC and stock exchange rules. Essentially, we’re involved in helping companies navigate their day-to-day existence while preparing for major transitions, acting as an adviser on a wide range of legal- and business-related questions.

Laura: I focus on capital markets with an emphasis on private equity. My work covers all types of transactions that touch a security: IPOs, debt offerings, and investments by third parties into public or private companies. I’m often involved in transactions for both capital raising and strategic purposes, especially where financial sponsors or private equity firms are making or monetizing investments. Working in private equity, my practice touches the many industries that my clients invest in, which keeps things interesting and dynamic.

What types of clients do you represent?

Laura: My clients are primarily issuers: companies and their sponsors or private equity owners. I also work with investment banks that help companies raise money; asset managers, like BlackRock and Affiliated Managers Group; and consumer and hospitality companies, such as Keurig Dr Pepper, Royal Caribbean, and Krispy Kreme. For instance, I led one of the largest debt-for-debt exchanges in history as part of FedEx’s notable spin-off of its freight unit. This variety allows me to see a broad spectrum of market activity and client needs.

Ryan: I represent companies at various stages of their life cycle, including later-stage private companies (sometimes called “unicorns”) that are approaching a significant growth milestone, like an IPO. Often, these clients are high-profile, innovative businesses that have already made a substantial impact in their respective industries. I also represent a wide array of public companies. My client roster includes some of the most prominent names in sectors ranging from technology and natural resources to emerging areas like blockchain and crypto.

What types of cases/deals do you work on?

Laura: My focus is on facilitating deals such as IPOs, capital-raising initiatives, and debt financings. For example, I’ve assisted companies like Genesys in securing new strategic investors. I regularly advise clients on raising debt to support acquisitions, fund growth initiatives, or refinance existing obligations. I also help companies plan and finance significant capital expenditures, such as investments in new technology, infrastructure, or equipment. My work often involves structuring financings to support these large-scale investments, ensuring that companies have the resources they need to expand operations or improve efficiency.

Ryan: In 2025, our team advised on the IPO of Circle, a leading crypto and blockchain company, which has been recognized as one of the largest crypto listings to date. We also led a $30 billion debt offering by Meta, which was one of the largest bond offerings of all time; we represented the underwriters. These deals showcase our ability to guide clients through complex, market-defining transactions that are often industry benchmarks.

How did you choose this practice area?

Ryan: I was drawn to capital markets because it’s a very collaborative practice. Every financing involves multiple parties (companies, investors, and banks), and everyone is working toward a common goal: raising capital. Unlike zero-sum negotiations, capital markets deals are about teamwork and building relationships with clients, opposing counsel, and bankers. I enjoy the sense of collaboration and the opportunity to develop long-term relationships.

Laura: I was a science major and planned to practice intellectual property (IP) law. As a summer associate at Skadden, I worked on some transactional IP matters but decided to keep an open mind and explore additional areas. A capital markets attorney with a background similar to mine encouraged me to try a capital markets assignment, and I was hooked. The work was engaging, especially the biotech deals that allowed me to utilize my science background, and it was fascinating working across industries. I’ve never looked back.

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

Laura: I spend a lot of time meeting with clients, virtually or in person, to discuss transactions, strategic imperatives, capital structure, and disclosure issues. My work involves both transactional and disclosure elements, so I’m constantly helping clients decide how to communicate with the market and plan for future transactions. In addition, I interact closely with sponsors, which adds another layer of strategic thinking to my day-to-day work.

Ryan: Each day offers something new, which is part of what I love about this practice. Clients, whether general counsel, CEOs, or board members, often call with a range of issues, some legal and some purely business matters that they want to talk through. Because capital markets are so central to a company’s life cycle, we’re involved in many pivotal moments, serving as both a legal adviser and a sounding board on broader business questions for clients.

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

Ryan: I recommend taking classes that genuinely interest you, as almost any subject can be relevant to capital markets. You need to understand the law and your clients’ businesses, which can span tech, healthcare, energy, and more. Courses like Securities Regulation and Corporate Enterprises are helpful, but so is staying up to date with business news and industry trends. Regularly reading publications like The Wall Street Journal and following market developments will offer a useful foundation.

Laura: Securities Regulation provides the legal foundation for what we do. I also recommend classes like Negotiations, Mergers and Acquisitions, and practical skills courses to help you understand how deals work. If your school offers Accounting courses, take advantage of them, or seek out other ways to build accounting skills, since much of the work involves analyzing companies’ financials. Skadden provides early training for new associates in reading financial statements because it is so essential to the practice. As Ryan noted, for capital markets work specifically, it’s important to stay informed about business news, industry trends, and the broader economic environment.

What do you like best about your practice area?

Laura: I love working across a wide range of industries and being at the forefront of market developments, like seeing new technologies emerge up close. You really get to know companies and industries in depth and view the world from a market-driven perspective. The variety of transactions keeps things fresh.

Ryan: I enjoy working with talented teams and seeing how quickly our associates develop in this field. At Skadden, our associates get meaningful experience and responsibility early on. The combination of technical skills and emotional intelligence—understanding both the law and the client’s business—means there’s no ceiling on how far you can go. Watching colleagues grow and succeed is incredibly rewarding.

What misconceptions exist about your practice area? 

Ryan: People often don’t realize how deeply involved capital markets lawyers are with our clients. The real secret to success is building long-term partnerships, which we prioritize at Skadden. I talk to some clients almost daily and am proud to call many clients friends. Because of these strong relationships, clients often turn to us as trusted business advisers.

Laura: There’s a perception that capital markets is a highly technical practice. While there’s certainly a technical side, especially with securities laws, there’s also a lot of creativity and business insight involved. We get to learn about companies in a broad, strategic way, not just through a legal lens.

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

Ryan: A few decades ago, lawyers were the primary gatekeepers of information for companies raising capital or going public because information was not as publicly accessible. Today, with information widely available across the Internet and our clients using AI to answer many of their basic questions, the role of the capital markets attorney has shifted. Clients look to us more than ever for strategic advice that is tailored to their unique circumstances. Capital markets lawyers are valued for their ability to interpret complex rules, anticipate market trends, and deliver creative, practical solutions that help clients achieve their business goals in a rapidly changing environment.

Laura: While the fundamentals of raising capital and accessing markets remain constant, the regulatory environment and market priorities are always shifting. The SEC’s focus and the types of products available evolve with the economy and innovation cycles. Our work adapts to these changes, whether it’s helping companies refinance during downturns or raise new capital for expansion. The practice is cyclical, but the core principles endure.

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

Laura: Summer associates are part of the team from day one. They work on a variety of transactions and see how companies approach capital raising and disclosure. While you might not see an IPO from start to finish in one summer, you’ll get exposure to the key steps and strategic considerations involved. We also run a simulated IPO training program that gives you a comprehensive look at the process and helps you build practical skills that are directly relevant to the practice.

Ryan: As Laura mentioned, summer associates at Skadden are treated as true members of the team and can gain a lot of hands-on experience. You’ll be staffed on active transactions early and can add real value. We invest in training and mentorship, so you’ll leave with a strong sense of what the work entails and how to prepare for a successful career in capital markets.

Ryan Dzierniejko serves as Global Head of Skadden’s capital markets practice. He has extensive experience guiding clients through initial public offerings (IPOs), late-stage venture financings, and complex equity and debt offerings, including some of the largest and most notable transactions in recent years. Ryan has been repeatedly recognized in Chambers Global, IFLR1000, and The Legal 500; has been named a Capital Markets MVP by Law360 and a FinTech Dealmaker of the Year by The Deal; and is listed as one of Lawdragon’s 500 Leading Dealmakers in America. In addition to his client work, Ryan has taught Tech and Venture Capital Law at Columbia Law School.

Laura Kaufmann is Co-head of Skadden’s U.S. financial sponsor capital markets practice, advising clients on a broad spectrum of capital markets matters, including public and private offerings, IPOs, and acquisition financings. She works closely with asset managers, private equity firms, and real estate investment trust clients on high-profile transactions. Laura has been recognized as a leading capital markets attorney in Chambers Global, Chambers USA, and IFLR, and has been named one of MergerLinks’ Top Financing Lawyers in North America as well as one of Lawdragon’s 500 Leading Dealmakers in America and 500 Leading Real Estate Lawyers.

Describe your practice area and what it entails.

Companies raise capital by issuing stocks, bonds, and other securities to investors. The legal practice of capital markets entails assisting companies, investors, and other market participants in a variety of transactions involving these securities, including producing high-quality offering disclosure and providing advice about offering structure and execution. The practice area is dynamic and fast-paced, requiring attorneys to learn about an array of companies, securities, and offering types, as well as understanding U.S. securities regulation. 

What types of clients do you represent? 

I represent a broad range of issuers (companies looking to raise money), underwriters (companies distributing securities to the market and investors), and other market participants. My corporate clients span many industries, including consumer products and services, financial institutions, healthcare, life sciences, industrials and chemicals, technology, and retail. Cravath works with all of the major investment banks across Wall Street and with a variety of investors in different contexts: in secondary offerings, strategic investments, and early-stage venture capital investments. 

What types of cases/deals do you work on? 

My practice covers a range of capital markets transactions, including IPOs, debt and equity-linked financings, liability management transactions, and pre-public company fundraising—it comprises a wide and exciting scope of projects. 

Some recent matters that I’ve worked on include representing the underwriters in Groupe Dynamite, Inc.’s IPO; PG&E in its $2.4 billion concurrent offerings of common stock and mandatory convertible preferred stock; and the underwriters and dealer-managers in ConocoPhillips Company’s $5.2 billion new issuance and $4.0 billion concurrent exchange offer and cash tender offer.

How did you choose this practice area?

As I mentioned, my practice covers companies across different industries, offering types, and stages of their lifecycle. Our work, such as drafting offering documents and advising on disclosure decisions, requires us to develop a deep understanding of many different kinds of businesses. If you have a broad interest in business or financial markets, then the capital markets practice might be for you. By the same token, I enjoy that my work is fast-paced and requires me to be creative and think on my feet. Being able to work on many different matters at different stages with different people is a big part of the appeal. 

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

A typical day for me includes working on several different offerings at different stages, as well as advising clients on other questions related to corporate governance, compliance, and their business more generally. I work closely with my team on preparing disclosure documents, negotiating contracts, and providing analysis and advice on various legal issues. Providing feedback and training to my associate team is not just essential for excellent work product but a true professional responsibility and is foundational to our success as a firm.  

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

I find that the people who excel in the capital markets practice are intellectually curious, well-organized, and willing to dig in to learn complicated facts and rules. They can also grapple with uncertainty to help their clients get to the right answer. It’s incredibly helpful to bring those traits and skills and that kind of outlook to your day-to-day as a lawyer. 

In terms of curriculum, while it’s helpful to take classes in corporate law and securities regulation, in my opinion, nothing is mandatory; it’s more important that you come prepared with a well-rounded skill set and a willingness to dive in and engage with assignments that are likely to challenge you. 

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

Deals can happen quickly, and there are often multiple matters to manage all at once. This is a great opportunity for junior lawyers to get involved quickly because they get to see more deals in a shorter time frame. 

At Cravath, the rotation system also provides associates with a wide base of knowledge as they make their way through different practice areas, and this training prepares them to be innovative and versatile as lawyers when faced with those sort of high-pressure challenges—this certainly strengthens and impacts the success of our capital markets practice.

What is unique about your practice area at your firm?

Clients come to Cravath looking for solutions to their most complex problems, and the nature of capital markets means we are able to work on high-profile deals. Take, for example, a debut offering for an issuer: Our attorneys get direct exposure to company founders, executives, and senior bankers—people who are business leaders with a vision and insight (and are offering a solution through their business). It’s a unique opportunity to spend time with them and have frank discussions—that kind of access is not something you would necessarily get otherwise and not something you should ever take for granted, especially at a junior level. 

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

Our junior lawyers hit the ground running when they come to the firm and make significant contributions to deals. Typical tasks might include drafting disclosures, fine-tuning agreements, analyzing legal issues, and negotiating contracts. Our associates also act as the overall transaction managers on deals; they are responsible for helping the whole working group achieve successful executions. 

Closely mentoring our junior attorneys is part of our culture and is the standard at Cravath, and I believe it’s an integral part of setting them up for success in their tasks. The small size of our teams facilitates opportunities for close collaboration. It’s fantastic to see our junior associates mature so quickly into seasoned and successful lawyers. 

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

In our corporate department, associates are exposed to a number of different practice areas through the rotation system, where at the end of approximately 18 months, each associate rotates to work with a different partner or group of partners. As a result, all of our young attorneys gain exposure to many types of work and are continually learning new skills, rather than, say, specializing immediately. 

We find that the training here at Cravath prepares young attorneys well in their careers and also helps position them as general business advisors and partners should they decide to continue capital markets work in Big Law or transition to in-house roles or other opportunities in law, finance, or business.

C. Daniel Haaren is a partner in Cravath’s corporate department, where he focuses his practice on capital markets transactions, including initial public offerings (IPOs), other equity financings, and investment grade, high‑yield, and convertible bond offerings.

Dan was named a Rising Star by Law360 in 2021, recognizing him as one of five outstanding capital markets lawyers in the nation under the age of 40, and has been recognized for his work in capital markets by Legal 500 United States. 

Dan received a B.A. from Duke University in 2009 and a J.D. magna cum laude from the New York University School of Law in 2012, where he was an articles editor of the Law Review and elected to the Order of the Coif. He joined Cravath in 2012 and was elected a partner in 2019. He currently serves as Corporate Hiring Partner and is a member of the Diversity Committee.

Describe your practice area and what it entails.

Claire: In capital markets, I represent investment banks and companies, and in the hybrid capital space, I represent a wide variety of investors, including private equity and credit funds seeking to support companies in capital raises using a variety of different securities, instruments, and products in bespoke transactions.

Stelios: My practice encompasses traditional capital markets transactions on both the debt and equity side and a broad scope of private capital, including hybrid capital instruments. I work up and down the capital structure from IPOs and traditional loan and bond structures to complex structured equity and mezzanine financings. My experience spans industries with a particular focus on retail and consumer products.

What types of clients do you represent?

Claire: We represent the biggest investment banks in the world, private equity firms, private credit funds, mezzanine funds, structured equity funds, you name it. If funds are investing, we can be a part of their transactions. We also represent companies in their financing journeys and advise them on what will be most beneficial for them in terms of the securities, instruments, etc., that they may want to issue.

Stelios: I have a broad practice advising private equity sponsors, asset managers, financial institutions, and companies on investments and financings at all levels of the corporate structure. I’ve been fortunate to work with leading brands like Manchester United, Oatly, and Warby Parker throughout their company life cycle. I’ve helped build Latham’s market-leading team that focuses on representing nontraditional financing sources. We represent all of the leading direct-lending firms and other alternative capital providers, including HPS Investment Partners, Carlyle Global Credit, Goldman Sachs Asset Management, Neuberger Berman, Oak Hill Advisors, Apollo, Ares Capital, and Crescent Capital.

What types of cases/deals do you work on?

Claire: In recent years, I have focused heavily on hybrid capital, working on numerous financings such as debt-like preferred equity, holdco debt/preferred equity, convertible preferred equity, and equity kickers (e.g., warrants and common equity co-investments). Since Latham embraces associates with a well-rounded practice, I also maintain a focus on more traditional equity-linked products (e.g., public convertible debt) and high-yield debt. I even dabble in IPOs.

Stelios: On the hybrid capital side, I work on everything from senior unitranche lending to the more-junior pieces of the capital structure. As the private capital markets have grown exponentially, the funds we represent and the size of the transactions have become bigger. The scope of what asset managers are willing to invest in, and the instruments they’re willing to invest in, continues to broaden. My traditional capital markets work includes high-yield and investment-grade debt and converts and, on the equity side, IPOs, secondaries, and follow-ons with a mix of both company and underwriter-side representations.

How did you choose this practice area?

Claire: My designated mentor when I was a summer associate involved me in just about everything and made me feel like part of the team. When I returned as a first year, I did basically all capital markets deals from day one, and as they say, the rest is history. Over the past few years, my focus turned to hybrid capital in the early stages of the practice group’s development. I saw an opportunity to contribute where there was a need for associates to really start learning and absorbing hybrid capital transactions, and as demand grew, so did my involvement. I like to think of myself as one of the “original” hybrid capital associates.

Stelios: When I first began my legal career as a summer associate, I primarily worked on project finance, M&A, and capital markets transactions and gravitated toward the latter as a practice area with a clear path for growth and opportunities to lead. Shortly after I returned as a first-year associate, the effects of the 2008 financial crisis took hold. During this time, I studied a range of products so I would be prepared when the market rebounded. When the market returned, I worked on many high-yield deals and became involved in the firm’s early work advising on company-side IPOs and private capital transactions. My experiences on those deals provided a balanced perspective on the overall market that still proves tremendously valuable to clients, whether I’m advising a company pre-IPO, through the IPO process, or as a public company.

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

Claire: Just like the diversity of the work itself in hybrid capital, every day is different. As a senior associate, you manage the transaction process from top to bottom (especially as other associates are learning the process, documentation, and other aspects of the practice). I spend a lot of time in the documents themselves, preparing issues lists, discussing key points with clients, and engaging with opposing counsel on a path forward that works for both their client and ours.

Stelios: Our work is dynamic and multifaceted as we assist clients in raising billions of dollars through various capital markets products. A typical day involves providing strategic counsel to clients on finance and securities matters. This requires us to continuously evaluate current market conditions, anticipate future trends, and adapt our strategies as needed. It also entails collaborating with various teams within the firm, such as our world-class banking, private credit, and M&A groups, to manage complex transactions and investments. This collaboration highlights the increasing complexity of our practice and the need for seamless integration across different areas of expertise. As a Global Chair, my leadership responsibilities involve fostering an entrepreneurial spirit to drive continued success and growth and providing mentorship to the emerging talent on my team.

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

Claire: I enjoy the training that Latham provides from a corporate, capital markets, and hybrid capital perspective. The sessions are always informative, and the panelists/speakers have great anecdotes and stories. I still attend them and always learn something new. In terms of experience, the best thing to do is give the work a shot—get involved in reviewing documents and familiarize yourself with the common pieces. Drinking from the fire hose may seem scary, but there is no better way to learn, and at least in my experience at Latham, people are always willing to help and discuss documents, negotiating tactics, and issues lists—anything.

Stelios: Read the documents, take notes, and ask questions. This practice requires a lot of work, but that work is not substantively impossible to figure out. Sometimes, incoming associates find it tempting to just address the comments on a document review, but that’s not much more than word processing. Reading a document cover to cover gives you a much better sense of what our clients ask of us and will amp up your education of the unique contours of these types of transactions that often go uncovered in law school. Taking the time to really think about what you’re working on and to get a better perspective on what you’re doing will really pay off.

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

Claire: In this practice area, you’ll encounter unique and bespoke terms and will be asked to execute on items that may not have a perfect precedent. You must become comfortable with knowing you won’t get everything right out of the gate. The more you practice, the more comfortable you get with discomfort and turning to your team for help in determining the right approach. The uncertainty poses a challenge, but it also means you’re never bored and are constantly learning new things from the lawyers leading a transaction.

What do you like best about your practice area?

Stelios: I used to say I most enjoyed the client interactions and helping them achieve a great result, but I’ve increasingly come to enjoy the team building: helping get people to the next level of their career, whether it’s first-year associate to first- or fifth-year partner. This matches the firm’s strategy of investing in the practices that keep us on an unstoppable trajectory. Hybrid capital is one of those practices, and since we’ve been given the freedom to run with our vision to become a market leader in this space, I enjoy figuring out how to build on that momentum with the talent we have in the practice area.

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

Claire: Junior associates can pick up valuable knowledge of key processes early by working on ancillary documents. Because our practice spans the capital structure and no two deals are alike, there’s always something pressing to take a first pass on. We like to foster hands-on experience, where junior associates can read through and understand the various pieces of a deal.

How important is teamwork in the Securities/Capital Markets work that you do?

Stelios: It’s the entire ball game. We require teamwork to deliver the advice to clients that they expect from a firm that has our league tables, stats, deal sheet, resume, and global platform. A strong team empowers us to synthesize and leverage the knowledge we gain from the deals that we do. If we’re not communicating day-to-day and approaching matters as a collective unit, we can’t deliver any of the benefits of the scale of our firm to our clients. Our practice is not about how great any one lawyer is; it’s about the institution and how you provide value to clients through the firm’s many capabilities across practice areas.

Stelios G. Saffos, Global Vice Chair of Latham’s capital markets and public company representation practices and Global Chair of its hybrid capital practice, advises many of the world’s leading private equity sponsors, asset managers, financial institutions, and companies on investments and financings at all levels of the corporate structure from initial public offerings (IPOs) and traditional loan and bond structures to complex structured equity and mezzanine financings. Stelios provides clients a sophisticated understanding of what is at market, drawing on diverse financing experience and deep relationships with global investment banks, private equity funds, venture capital funds, direct lenders and alternative capital providers, and innovative companies, including high-growth and disruptive entities in the technology, consumer, retail, and healthcare sectors.

Claire Solimine is an associate in the New York office of Latham & Watkins and advises corporate, private equity, and banking clients on complex capital markets transactions including private credit solutions, such as preferred equity and other holding company (holdco) financings; equity-linked securities offerings, such as convertible notes; acquisition financings; secured and unsecured high-yield debt offerings; IPOs; follow-on and secondary equity offerings; and debt exchange and other liability management transactions. Claire negotiates and devises creative solutions for clients’ sophisticated and complex transactions from early stages of negotiation to deal execution.

Describe your practice area and what it entails.

Over the course of my career, my capital markets and securities practice has covered the full spectrum of securities transactions across both equity and debt, with the common theme generally being its international focus. Most recently, my practice has concentrated on the projects and infrastructure space, particularly on those issuers that are relevant to the energy transition (one of my areas of focus within S&C is the firm’s energy transition practice, which helps clients navigate decarbonization and the transition to clean energy).

This particular focus, together with the cross-border nature of much of my work, which has been a consistent theme throughout my years working in both the United States and Europe, has helped me to develop a practice with a unique, multidisciplinary angle that often incorporates a mix of capital markets and leveraged, project, and acquisition finance all handled by the same S&C team. This type of work exemplifies the integrated advice in which S&C specializes.

What types of clients do you represent?

Much of the work I do at S&C involves advising multinational entities in the natural resources, energy, infrastructure, and financial services sectors on their international financings. Because of the cross-border nature of much of my work, my clients are based all over the world and typically have global operations.

For example, in the capital markets space, my clients have included Antofagasta, a Chilean mining company; Barclays, a U.K. financial institution; Bayer, a German pharmaceutical and biochemical company; CMPC, a Chilean paper company; Fiserv, a U.S. financial technology company; Hudbay, a Canadian mining company; and SoftBank, a Japanese technology company.

What types of cases/deals do you work on?

In capital markets, my work includes investment grade and high-yield debt and a variety of equity and equity-linked transactions, including offerings of common stock and convertible notes, rights issuances, and derivative transactions, as well as liability management transactions. I also work on transactions that combine capital markets activity with other financings, such as credit facilities.

How did you choose this practice area?

I generally say that, rather than actively choosing it, I somewhat fell into it and then realized that I liked it.

I started my career in the Frankfurt office in 2009, and at that time, European companies that had survived the financial crisis were once again looking to raise capital internationally. They were accessing not only European but also U.S. capital markets, so they needed New York lawyers to advise them, and this was the first type of thing that I did as a lawyer.

The work attracted me because I realized that capital markets work is one of the most international practices available, particularly for U.S.-qualified lawyers given the size, sophistication, and liquidity of the U.S. capital markets, which are a draw to companies around the world. Capital markets is also a practice area that really lets you get embedded into the business of your clients because a big part of it is understanding how companies operate so that you can draft disclosure for investors. You have to be able to tell the investors about the business, and in order to be able to do that, you have to understand what the business is, what it does, and what it focuses on.

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

I’ll generally get up and spend a bit of time dealing with emails that came in overnight (given the cross-border nature of much of our work, there are often clients or counterparties in many different time zones), responding to those that need something immediate and prioritizing the rest for later in the day. I commute to the office by train, so I use that time to read the papers and catch up on the latest news and developments in the financial and legal press. Once I get in, my day is usually taken up with meetings and calls on active matters, but there is also a constant flow of emails, so I try to use any break to catch up on those and to start reviewing and marking up documents that need attention. I aim to leave the office in time to have dinner with my children and put them to bed. After that, I will review documents that require more dedicated focus (as there tend to be fewer distractions in the evening hours). As the day ends, I deal with stray emails that were lower on the priority list for that day and get ready for the next day.

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

One skill that is particularly useful to capital markets is fluency with financial statements. Being able to read and understand financial disclosure is not necessarily something that people at law school may think they will need to be a lawyer, but it is a very useful skill and particularly important in this area of practice. More generally—and this is not so much a skill as an attitude—it is important to keep up-to-date with what’s going on in the business and financial world. And that doesn’t need to be more than just reading the Wall Street Journal and The Financial Times on a fairly regular basis so that you know what’s going on and are following macroeconomic trends, as background macroeconomics like interest rates, inflation, and employment levels have a significant impact on capital raising.

What is unique about your practice area at your firm?

The international nature of our capital markets practice makes us unique. I’ve been working at S&C for 15 years, and in that time, I have lived in Frankfurt, London, and New York and worked extensively with each of our other offices in Asia, Australia, Europe, and the rest of the United States. Throughout my career, I have worked on capital markets transactions that involved multiple jurisdictions, whether that was German and other European companies raising capital in the United States after the financial crisis, U.S. companies raising capital to fund acquisitions abroad, Latin American issuers looking for capital in Asia, and everything in between. We will regularly work with clients that have teams based all over the world and require close collaboration among the lawyers in our different offices.

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

This practice area is one in which a junior lawyer can gain experience and skills very quickly given the speed at which many capital markets transactions move. Juniors can get exposed to a number of entire transactions from start to finish in a relatively short period of time, which helps teach where the pressure points are, whether things can get negotiated, and how the transaction architecture works in a way that some other practice areas require more time to build up to.

Generally, the kinds of things you’ll be doing will be first drafts of disclosure documents and agreements. You’ll perform due diligence on the issuer, which involves reviewing documentary materials and internal and external reports to get an understanding of the risks relating to the company and then write about them in the disclosure. You’ll put together closing documentation for the transaction, and you’ll participate in calls with the company, the underwriters, and other lawyers to discuss the transaction.

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

Many capital markets lawyers will stay in private practice for their entire careers. Nonetheless, there are, of course, many other paths that people take. For example, capital markets transactions are very good training for being general counsel. In that role, you have to understand how legal issues affect your company’s business and how to discuss them with the company’s board and executives. You also have to analyze risks and know how to disclose them to investors. Working on capital markets transactions is an ideal training ground for this role as it frequently involves analytical questions around disclosure and the need to explain complex securities law provisions to sophisticated business people.

Another possibility is going in-house at an investment bank or even switching entirely to the banking or investing side. Capital markets transactions really train you to spot the kinds of things that are helpful when reviewing potential new investments.

How important is teamwork in the securities/capital markets work that you do?

Teamwork is absolutely critical to pretty much all of our capital markets work as the vast majority of capital markets matters that we handle are complex transactions that require a team of individuals, each of whom has a different role to fill. These transactions cannot get done unless everyone on the team can work together effectively.

For example, a transaction may involve preparing disclosure, negotiating agreements, putting together the terms of the securities being offered, and drafting and revising closing documentation. Each of these work streams requires a different set of skills. For example, to draft good disclosure, you need lawyers performing due diligence and understanding how the business works, while to properly negotiate an agreement you need lawyers with the market knowledge and experience to know what are reasonable positions. And that is before even mentioning all the business knowledge and skills brought to the table by the client teams, the execution expertise needed from the investment banking teams, and the support provided by service providers like trustees, fiscal agents, and listing agents. No transaction of any level of complexity can get done without all these different people working together as a team.

Benjamin Kent is a partner in Sullivan & Cromwell’s general practice group and is currently based in S&C’s New York office. Ben advises both U.S. and non-U.S. clients on a wide range of matters across numerous sectors. He focuses on debt and equity financing transactions, including project, leveraged, and acquisition financings, as well as M&A and joint venture work, particularly in the context of natural resources and infrastructure transactions.

Ben has been based in New York since 2014, having previously spent significant time in the firm’s Frankfurt and London offices, and he has particular expertise in cross-border and multi-jurisdictional transactions. Ben’s capital markets experience includes initial public offerings, equity follow-on offerings, investment-grade offerings, and high-yield debt offerings, as well as structured financing products, and he has worked for a variety of issuers, underwriters, and other transaction participants.