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Securities / Capital Markets

Overview

Securities or Capital Markets attorneys help companies raise the money they need to operate by representing issuers and underwriters in securities transactions, including IPOs, stock offerings, and debt offerings in public markets. Securities attorneys also counsel clients on corporate governance and how to comply with securities regulations, including the ’33 Act, the ’34 Act, and Sarbanes-Oxley. Some practitioners fold securities law into a general corporate practice while others specialize in the area. Typical day-to-day work includes performing due diligence, drafting documents, interacting with the SEC, and negotiating offerings. Some securities lawyers advise emerging companies on stock and options plans for their employees. Securities attorneys are in demand for in-house roles, whether that is to shepherd a startup through the IPO process, to handle SEC reporting and compliance for a publicly traded company, or to work at an investment bank acting as the underwriter for debt and equity offerings. Securities attorneys are often in demand in compliance departments, and increasingly Chief Compliance Officers are former practicing securities attorneys.

Featured Q&A's
Get an insider's view on working in Securities / Capital Markets from real lawyers in the practice area.
Derek Poon, Partner—Securitization and Structured Finance
Allen & Overy LLP

Describe your practice area and what it entails.

My practice consists of a wide range of domestic and cross-border securitization and structured finance transactions. I also advise clients on regulatory matters relating to these transactions, including federal securities laws, the Volcker Rule, and U.S. credit risk retention. We work closely with our clients from start to finish, starting from structuring the deal and putting the term sheet together to celebrating after a closing.

What types of clients do you represent?

Our client base is diverse and varies depending on the transaction, which I enjoy as it allows consideration of all sides of the deal. We represent banks, broker-dealers, corporate entities, and asset managers who act in a variety of roles in the transactions.

What types of cases/deals do you work on?

My focus includes a wide variety of deals and structures, including securitizations and warehouse financings backed by credit card receivables, auto loans and leases, aviation loans and leases, trade receivables, and esoteric and renewable assets. Some of these are domestic deals where the deal and our clients are primarily based in the U.S. Others are cross-border deals where I work very closely with our colleagues overseas in structuring the deal and solving issues. The variety keeps my day to day interesting and also allows me to advise my clients better because I can see how others have tackled similar problems in different asset classes.

How did you choose this practice area?

Allen & Overy allows first-year associates to have rotations in different practice groups. I had worked with the International Capital Markets practice group as a summer associate and enjoyed my experience. My first rotation as a first-year associate was with the Securitization and Structured Finance practice group. I enjoyed the fast-paced nature of the work and my colleagues in this group. I knew that I wanted to do transactional work, and the Securitization and Structured Finance group at Allen & Overy provides a lot of opportunity to be hands-on at an early stage, from drafting documents to client interaction. Each deal has its own nuances that make the practice interesting.

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

My day typically starts with replying to any queries on cross-border transactions that have come in overnight. I frequently work with clients and colleagues around the world so recognizing time zone differences is a key part of my day. During the morning, I am also focused on my U.S.-based deals and completing any time-sensitive items. Throughout the day, there will be various conference calls with clients, the deal teams, or other counsel. A large portion of my day is often spent discussing issues with the team, drafting and reviewing transaction documents and opinions, and corresponding with clients and other counsel on deals.

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

There are no required trainings or classes that are a prerequisite to join the Securitization and Structured Finance group. In law school, Securities Regulation and Secured Transactions are helpful classes that will provide exposure to the laws and regulations that come up frequently in our practice. New associates to our group will receive formal training through CLEs led by attorneys in our practice group and also firmwide trainings to help associates progress. Each new joiner is assigned both a partner mentor and an associate mentor who will provide guidance. In addition, new associates will receive informal training through in-person feedback, comments to drafts, and check-ins while working on each transaction. The open-door nature of A&O really helps junior attorneys get up to speed quickly on what they need to know as they play increasingly senior roles at the firm.

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

One of the more challenging aspects of my practice can be the fast-paced nature. Some transactions are complex and move quickly. This makes the work interesting, but it also requires associates to be proactive in transaction management and have good time management skills.

What do you like best about your practice area?

I very much enjoy the variety and the challenge that comes with a broad practice. Associates will typically work on multiple deals at a time with each deal typically lasting anywhere from one to six months, and with some lasting more than a year. This provides the opportunity to work with a variety of clients and gain exposure to different types of transactions. I also enjoy the cross-border nature of my practice given A&O’s large global presence. This provides the opportunity to work on deals in many jurisdictions and befriend clients and colleagues all over the world. This practice group is also very friendly and collaborative, and associates have the opportunity to take on important roles (both on-deal and off-deal) early on in their careers.

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

Junior associates play an important role in every transaction. Our teams are generally leanly staffed, which gives junior associates the opportunity to be substantively involved and to take ownership of specific workstreams in a deal. They will have exposure to deals from start to finish and will work on a variety of tasks including drafting ancillary documents, incorporating comments, drafting and updating the closing checklist, and assisting with the preparation of executed documents for closing. Junior associates also serve a very important role in transaction management: Deals typically involve a number of different parties and documents and junior associates typically work to make sure that the various conditions and documents are progressed so parties can work towards getting the deal closed.

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

One unique aspect of the A&O summer is that summer associates are not locked into one practice group but instead are permitted to tailor their summer to reflect their interests and try out multiple practice groups during their time with us. In the Securitization and Structured Finance practice (and in other practice groups at A&O), summer associates are treated similarly to a junior associate. They are given drafting assignments that will help them to obtain substantive experience and will also have exposure to clients. They are able to assist on deals in the way that a junior associate would, which helps to provide an understanding of the group and the nature of the work. As well as this, there are practice group events over the summer, both formal and informal, that allow summer associates the chance to get to know the partners and associates in the group on a personal basis.

Derek is a partner in the securitization and structured finance group in Allen & Overy’s New York office. Derek has experience representing and advising sponsors, underwriters and issuers in domestic and cross-border securitizations and structured finance transactions across a wide range of structures and asset classes. His experience includes asset-backed securities, including securitizations of credit card receivables and auto loans and leases, covered bonds, trade finance assets, aviation assets, esoteric and renewables, and collateral loan obligations. Derek also regularly advises clients on regulatory matters in connection with structured finance transactions, in particular on U.S. credit risk retention and Volcker Rule issues. Derek is recognized in Legal 500 2020, Chambers USA 2021 and Chambers USA 2022. Derek is a native English speaker and is conversant in Cantonese and Mandarin Chinese.

Milson Yu, Partner • Darah Protas, Partner—Business
Cooley

Describe your practice area and what it entails.

Milson: I work with private and public companies, as well as investment banks and investors, in a wide range of capital markets transactions, from initial public offerings to PIPEs to reverse mergers. I also work extensively with public companies on corporate and securities matters, including Securities and Exchange Commission (SEC) reporting obligations and corporate governance.

Darah: My practice can best be summed up by the slogan I had embroidered onto a pair of custom Nike high-top sneakers when I was a third-year associate: “Just Do Deals.” I am a self-described deal junkie, representing investment banks and issuers on capital markets transactions, with a particular focus on bank-side representation.

What types of clients do you represent?

Milson: I represent companies seeking to access capital markets as well as investment banks. Cooley is privileged to maintain a balanced practice between the two. With our companies, we partner closely with team members vertically within the organization and horizontally across functional areas. We endeavor to be not only advisers, but also true partners who have intimate knowledge of each client, so we can always look around corners for them, whether for general public company compliance or best-in-class transaction execution.

Darah: I represent investment banks and issuers, and I work closely with clients such as Goldman Sachs, JPMorgan, and Morgan Stanley. 

What types of cases/deals do you work on?

Milson: Cooley’s market leadership position and deep bench of practitioners allow me to work on the highest-profile and/or most complex transactions for cutting-edge companies. Companies, investment banks, and other market players come to Cooley to handle these deals because they need deep industry experience and relationships, along with our ability to distill transaction complexities down to practical and actionable advice and execution. In any given year, I can expect traditional capital-raising transactions like IPOs, follow-on offerings, and convertible note offerings, as well as bespoke transactions such as structured PIPEs, tender offers, and cross-border listings. 

Darah: I work on IPOs and subsequent equity and debt offerings for companies that are already public. A few examples of deals I worked on in 2023 include Apogee Therapeutics’ $345 million IPO, argenx’s $1.27 billion follow-on offering, Karuna Therapeutics’ $460 million follow-on offering, and Apellis Pharmaceuticals’ $403 million follow-on offering. 

How did you choose this practice area?

Milson: I knew I wanted to pick a practice within corporate, given my finance and accounting degree from undergrad. During law school, I took a securities regulation class that just “clicked” for me. My professor, Charles Whitehead, painted a picture of the practice as being incredibly collaborative, with all players in each transaction, be it the lawyers or bankers or auditors, all working toward a collective goal of financing a company. That was the kind of work I wanted to pursue as a career, and it has not let me down throughout my years in practice.

Darah: I fell in love with capital markets work as a summer associate. One of my first assignments was working on a follow-on offering for a luxury furniture company, and I was immediately struck by how exciting, fast-paced, and collaborative the work seemed. I was also drawn to how deeply you delve into learning about a company’s business, and that you have a real hand in helping a company tell its story as it is drafting its SEC disclosures, weighing business and deal marketing considerations against legal considerations. Ten years later, I can confidently say my first impression was correct.

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

Milson: There’s not much commonality between each day, which is something I really enjoy about this practice. On some days, I’m principally acting as almost an internal counsel to my public company clients, advising on whatever is top of mind for them at the moment, whether it’s strategizing around SEC filings, preparing for board meetings, or planning for compliance with future rules. On other days, I’m guiding companies through a capital markets transaction. And on many days, I’m doing a bit of both, constantly switching back and forth. 

Darah: I manage very large deal teams through the entire transaction process. I spend most of my day on the phone or in meetings with investment bankers, management teams of public companies, opposing counsel, and other Cooley team members, playing an active role advising on and helping people brainstorm through issues, answering questions from clients, negotiating with opposing counsel, participating in IPO drafting sessions, and training and mentoring my associate teams. In the evenings, I catch up on emails, review deal documents, and review or draft SEC disclosures.

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

Milson: The best training for this practice, similar to other practices, happens on the job. It’s vitally important to get as many deals under your belt as possible. Capital markets is also a language. The best capital markets lawyers engage with their clients and other players in the ecosystem as business and finance professionals who happen to be barred attorneys. That is the only way to understand how to practically address our clients’ issues. As for classes, I’d say Securities Regulation and a “basics of financial accounting” course would certainly help. 

Darah: While most of what you need to know you will learn on the job and through Cooley’s extensive capital markets training series and primers, I suggest taking Securities Regulation, general corporate classes, and any accounting and finance for lawyers courses offered. No one expects you to be an accountant, but it certainly helps to be able to navigate your way around financial statements at a basic level. It is also critical to have strong written and verbal communication skills and high emotional intelligence (as we’re often navigating tricky interpersonal dynamics and working with a lot of different personalities). 

What is unique about your practice area at your firm?

Milson: Capital markets is a foundational practice for Cooley, given our uniquely robust pipeline of private companies that are all looking at some kind of exit, commonly an IPO or other go-public event. And with this pipeline comes an even more robust slate of public companies consistently looking to tap the capital markets. 

Darah: How incredibly collaborative and team-oriented our practice is. We truly operate as a family, every win is the team’s win, and my colleagues have become some of my closest friends. The entire capital markets ecosystem is a very small world and because of the high deal volume, we’ve built strong relationships and friendships with our clients and others throughout the ecosystem. I love that every time I join a new deal, there are many familiar faces around the table, and everyone is always excited to be working together yet again. 

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

Milson: We let our junior associates dive straight into transactions to ensure that they start gaining momentum in deal experience from the start. Junior associates often begin by focusing on execution steps for a transaction, as well as due diligence. In doing so, they’re able to liaise directly with client team members and acquire a deep understanding of a company’s business, which boosts their ability to speak the capital markets “language.” Junior associates are often the first points of contact with many client team members, and as a result, they can develop a close rapport with the client early in a transaction. We also involve our junior associates in higher-level meetings and calls to give them direct exposure to the inside track of each transaction.

Darah: Junior tasks typically include conducting diligence, joining and taking notes on calls, reviewing SEC disclosures, drafting ancillary deal documentation, running closings, tracking all deal workstreams, and managing the deal checklist. We work to ensure juniors are exposed to as much as possible for their development, and often have them shadow IPO drafting sessions, for example. Juniors are encouraged to be as proactive and engaged as possible, with the goal of quarterbacking many workstreams, regularly interfacing with clients, and running diligence calls as they progress through their junior years. 

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

Milson: The capital markets practice is constantly evolving in response to market constituent dynamics, industry pressures, and macroeconomic factors. One constant evolutionary factor is efficiency. Over just the past decade, we’ve seen clients focus on execution efficiency, which often means that advisers, including lawyers, need to consistently incorporate the latest technology to help streamline transactions. Regulators, including the SEC, have moved in the same direction. I believe we’ll see greater competition across players in this practice to gain efficiency while not sacrificing quality.

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

Milson: Its importance can’t be overstated. Capital markets transactions involve a significant number of moving parts, often on compressed timelines. They’re also unique compared to other corporate transactions, given the substantial SEC and other regulatory overlays that complicate deal execution. These overlays can also be very unforgiving. As such, it’s critical to have a cohesive and communicative team moving in lockstep throughout the deal. Each team member is interdependent on others, from the most junior associate to the most senior partner. 

Darah: Teamwork is critical, and this is definitely a job for those who enjoy and excel in working on very large teams. Capital markets is not a zero-sum game. Everyone involved wants the deal to be as successful as possible and for the issuer to be happy with the outcome. The issuers we work with (whether we’re representing the banks or the companies) are raising critical capital to fund the development of life-changing technologies and lifesaving therapies, and everyone around the table wants to be a part of helping them achieve their goals.

Milson represents private and public companies and investment banks in various capital markets and corporate transactions, including initial public offerings, follow-on and secondary offerings, debt offerings, and SPAC mergers. Milson also counsels public companies on a full range of corporate and securities matters, including SEC reporting obligations and corporate governance.

Darah represents leading investment banks and companies across a variety of industries in capital markets transactions. She advises her clients on a variety of complex securities offerings, including initial public offerings, follow-on offerings, private placements, and debt offerings. Darah also regularly counsels publicly traded companies on general corporate and securities matters, including SEC reporting, corporate governance issues, and stock exchange requirements.

Dan Gibbons, Partner—Capital Markets
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

As a capital markets lawyer, I counsel clients as they navigate the complex legal landscape surrounding securities offerings such as initial public offerings (IPOs). This involves helping companies and financial institutions adhere to SEC disclosure requirements and comply with the various securities laws, rules, and regulations. Responsibilities include drafting legal documents, conducting due diligence, and advising clients on regulatory requirements. Staying abreast of market trends is crucial, as is possessing a deep understanding of financial instruments, securities regulations, and the evolving nature of global markets.

What types of clients do you represent?

A wide variety. I have represented startups, stalwarts, and everything in between, across a broad range of industries. In more recent years, my practice has skewed toward the fintech and tech industries, but I continue to work with blue chip companies across other industries such as consumer retail, industrials, and energy. When I am not advising these companies directly, I also represent all of the leading Wall Street financial institutions from time to time as underwriters’ counsel to such companies.

What types of cases/deals do you work on?

IPOs are often the most exciting—there’s something special about being part of a company’s public market debut, peeking under the hood to learn about its business, and helping it tell the investing world its story within the confines of the securities laws. In the past few years, I’ve worked on the IPOs of Soho House (advisors were sadly not offered memberships!) and Robinhood Markets (at the height of the meme stock craze, no less). More recently, I’ve been advising Grayscale on its efforts to uplist its flagship spot bitcoin fund to become an ETF, as well as a handful of still-confidential proposed public listings that I am excited about. Aside from IPOs, I also advise private companies on their late-stage growth rounds, and work with public companies on their ongoing capital-raising activities—this could include follow-on equity offerings, investment-grade or high-yield debt offerings, or the capital markets aspects of leveraged buyouts and other M&A transactions.

How did you choose this practice area?

Joining the capital markets group at Davis Polk gave me the opportunity to work on cutting-edge legal issues in a dynamic and challenging environment. I was almost immediately exposed to complex and intricate deals involving major clients of the firm and given the opportunity to grow very quickly in a fast-paced environment. Although I was surrounded by brilliant lawyers and learning from some of the leading practitioners in the field, I was never treated as inferior or subordinate to other team members—while some first-year associate tasks will always be somewhat mundane, from the outset I was also given real responsibilities such as drafting documents and disclosure, fielding calls from clients, and being the face of the Davis Polk team on various work streams. This almost immediate exposure undoubtedly accelerated my professional growth, building my confidence as a young lawyer while also putting me in a position to rapidly develop my legal skills.

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

A typical day—if there is such a thing—is fast paced and diverse, but most days involve reviewing and responding to emails, attending meetings and conference calls with clients to discuss ongoing transactions or regulatory matters, and drafting and reviewing legal documents, such as prospectuses or other disclosure statements. There is also a lot of collaboration with colleagues across various practice areas on due diligence and other tasks to aid our clients’ compliance with securities laws. As the legal landscape is ever-evolving, and rules are often in flux, staying abreast of recent SEC and other regulatory developments is also crucial. Managing multiple tasks simultaneously, meeting deadlines, and keeping up with market trends characterize the intensity of the daily routine—it is essential to be adaptable and “go with the flow.”

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. But you must have a certain curiosity about the world—are you someone who asks a lot of questions, to better comprehend and contextualize the various issues you encounter? And while legal research skills are not necessary, the ability to identify a precedent transaction that is on point or a comparable company that may have made relevant disclosures in the past does play a large role. Strong writing skills are a plus given the amount of document drafting. A general understanding of finance and business is also important—you can’t solve your client’s problems if you don’t understand their business. Networking is also key—consider attending industry events and conferences, and also developing relationships with securities lawyers at other law firms, in order to build connections with other professionals in the field.

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

While mastering the substance of the securities laws is a challenge, in my view, the most difficult thing is being able to multitask effectively—balancing the need for accuracy, responsiveness, and staying abreast of market trends while managing a demanding workload can be intellectually, professionally, and personally demanding. The fast-paced nature of the capital markets often means tight deadlines, making time management crucial.

What do you like best about your practice area?

The most rewarding aspect of being a capital markets lawyer at Davis Polk is the opportunity to work on high-profile, complex transactions while learning about an ever-expanding list of companies across a broad range of industries. Engaging with major clients and being at the forefront of significant market activities provides a unique and intellectually stimulating experience. The collaborative environment also fosters learning and mentorship. Additionally, the prestige associated with handling these transactions can open doors to further career opportunities and professional development.

What is unique about your practice area at your firm?

One unique aspect as compared with other firms’ capital markets practices is the broad scope of transactions that we handle and our resulting knowledge base. For example, while many other firms’ capital markets groups focus solely on equity (with debt offerings being handled by a separate finance group), as a Davis Polk capital markets lawyer, you will work on IPOs and other equity offerings alongside investment-grade and high-yield debt transactions. And you will also work with public companies on their corporate governance, SEC reporting, ongoing securities law compliance, and other corporate matters—many firms have an entirely separate group for this type of work.

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

A lot of opportunities for growth and career development exist within the group, and if you look at our roster of partners and counsel, there has certainly been a culture of promoting talented individuals from within in recent years. In addition, many of my former capital markets colleagues are now in-house counsel at firm clients or other corporations, typically in securities or other corporate roles, but also often in general counsel or deputy GC roles. A large number of capital markets lawyers also find their way to positions as corporate lawyers within financial institutions. These paths are not mutually exclusive, and individuals may move between law firms in different geographies, in-house roles or other related areas throughout their careers. The trajectory often depends on individual preferences and career goals.

Dan represents corporate and financial institution clients in a wide variety of public and private capital-raising transactions, with a particular focus on initial public offerings, investment-grade and high-yield debt issuance, and other leveraged finance transactions. He also counsels clients on general corporate matters, including strategic transactions, corporate governance, SEC reporting, and securities law compliance, and advises on the securities law aspects of numerous digital asset matters.

Dan’s transactional practice spans a broad spectrum of industries, including fintech and digital assets, consumer products and retail, technology, industrials, and energy.

Marla L. Matusic, Counsel • Gonzalo D.V. Go III, Associate—Corporate and Securities
Mayer Brown LLP

Describe your practice area and what it entails.

Marla: My practice straddles debt capital markets and derivatives. Sometimes this means handling traditional debt or derivatives transactions, but it often means working on projects that while technically debt, also include embedded derivatives or other “structured” elements. Working on bespoke transactions helps keeps things new and interesting, and luckily, many of our clients similarly exist in both worlds, so we are able to move back and forth together.

G: I advise management and boards of directors (mostly of special purpose acquisition companies (SPACs)) on initial public offerings (IPOs); potential structuring, accounting, regulatory, and stock exchange listing issues; SPAC initial business combinations (de-SPAC); other SPAC-related transactions; securities law reporting and regulatory compliance requirements; and general corporate governance matters. I also advise issuers and investment banks on debt and equity offerings to help companies raise funds post-IPO.

What types of clients do you represent?

Marla: The clients are typically major financial institutions; in particular, many large Canadian and French banks and their broker-dealer affiliates. I also represent fintech companies and other technology providers as well as the asset managers, insurance companies, and other large corporations that are frequent purchasers of structured products.

G: Most of the time, I represent SPACs, target companies, and financial advisers, counseling on structuring considerations, disclosure requirements, backstop arrangements, and financing transactions necessary to consummate a de-SPAC. I was part of the teams that represented Climate Change Crisis Real Impact I Acquisition Corporation (2021); Live Oak Acquisition Corp. (2020) and BiomX Ltd. (2019) in their de-SPACs with EVgo Services, LLC; Meredian Holdings Group, Inc.; and Chardan Healthcare Acquisition Corp., respectively.

What types of cases/deals do you work on?

Marla: I work primarily on complex transactions, which include a traditional debt or similar (e.g., deposit) obligation but incorporate additional features that either provide credit enhancement or exposure to unrelated market assets. These products are sold through a variety of channels, including via SEC-registered offerings, exempt public offerings, private placements to QIBs or accredited investors, and even off-shore transactions pursuant to Regulation S. I also assist clients in negotiations of ISDA confirmations for swaps, forwards, and other derivatives.

G: I usually work on SPAC IPOs, de-SPACs, and public mergers. Most recently, I was a member of the team which represented VAALCO Energy, Inc., a U.S.-based independent energy company with assets located in Gabon and Equatorial Guinea, in its strategic stock-for-stock public merger with TransGlobe Energy Corporation.

How did you choose this practice area?

Marla: In law school, I knew I wanted to be a transactional attorney but was not sure of anything beyond that. Working at two different banks after graduation allowed me to see a lot of different specialties, and my eventual decision came down to fit. I liked how fast paced the practice was and how every transaction was at least slightly different than those that came before. I also really enjoyed that this area involves a closer relationship with the “front office” than a lot of other practices, so you get a lot more exposure to the economic drivers and business determinations than you might in other areas.

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

Marla: Every day is different, and they rarely go according to plan. My day is normally split between ongoing or planned projects and urgent matters that arise during the day. I normally have large drafting projects, such as drafting disclosure for a new index or documentation for a new program, as well as client meetings regarding potential new products scheduled, and I will outline goals the night before of what I hope to get done. Transactions are much less predictable—I typically receive a call from a client, and depending on the transaction, they will want to be in the market immediately and sometimes as early as the same day.

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

Marla: Though I took some related courses in law school, like International Banking and Cross-Border Transactions, I never took Securities Regulation or any of the derivatives law courses. While securities regulation or derivatives and futures law courses could have been a helpful foundation, I was able to pick up a lot through osmosis—listening to conversations that were happening around me and reviewing what had happened in previous transactions—and a lot of researching and reading on my own as a junior associate. More than any coursework, a genuine interest in financial markets and our clients’ businesses is what I see as the most valuable trait for anyone entering this practice.

G: I did not attend a securities regulation class in law school but fortunately managed to make the cut and stay the course. I am, though, a CPA in the Philippines and kept abreast of financial news. However, in hindsight, I believe that the combination of a securities regulation class, Corporation Law, deals workshop, and basic accounting for non-lawyers would ease an associate’s path.

What is unique about your practice area at your firm?

G: Mayer Brown capital markets associates have a unique opportunity to be immersed and trained in all aspects of capital markets practice (equity, debt, derivatives, high-yield and structured products, and structured finance) by leading capital markets lawyers who are diverse, invested, and globally recognized for their work. We get to represent both issuers and underwriters across a range of industries. Being in a leading global securities law firm, Mayer Brown capital markets lawyers enjoy a close working relationship among our peers in all offices and work alongside them on cross-border securities transactions. Associate mentoring happens formally through assignment by the global chairs and informally through daily interactions with partners, counsel, and fellow associates in different class years (all levels adequately represented). Aside from the support the firm provides, our capital markets team has its own set of seasoned staff attorneys, paralegals, and marketing professionals who enhance and elevate our practice and its members.

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

Marla: Increased focus on technology and innovation to drive growth. Market participants are increasingly exploring technology and automation in order to shorten their time to market and reduce operational burdens, which also frees up resources to focus on new product development. Customer demand is also evolving and driving the development of new products. Some of this is in the form of green or ESG investments that are often talked about, but it also includes things like more flexibility to tailor their investments to very specific investment theses or market views and to adapt to rapidly changing market conditions.

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

G: A summer associate is customarily assigned to a capital markets deal from the initial organizational call until closing, in order to have a fulsome understanding of how a deal gets done from start to finish. The summer associate is expected to draft a working group list and some transaction documents, including disclosure documents and closing deliverables; conduct due diligence reviews; attend working group calls; and prepare deal summaries and closing bibles. Summer associates are also encouraged to attend, together with current associates, some trainings relevant to capital markets practice; write thought leadership materials for publication that will acknowledge their contributions; engage in meaningful pro bono opportunities; and participate in non-work activities and celebrations to further orient themselves, not only in the practice, but also to meet and interact with members of the group, from the associates to the global chairs and even with our marketing colleagues.

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

Marla: Capital markets is a choose-your-own-adventure book. At Mayer Brown, we encourage all our associates to take ownership of their careers and learn as much they can while with the firm. During the first two years, associates are involved in all types of capital markets deals and generally learning skills that will provide a solid foundation and serve them well in any of the specialties. As associates progress, they are generally drawn to particular types of deals and begin to specialize. Whether to continue at a firm or transition to an in-house legal (or even front office) role is a very personal decision that depends a lot on individual goals. Mayer Brown does its best to give associates exposure to what an in-house role may be like through client secondments and is very supportive of each attorney’s personal journey. Many associates who join the capital markets practice are promoted to the partner ranks, but many also pursue roles at financial institutions, investment funds, or, particularly for those who specialize in equity capital markets work, late-stage startups or other companies.

Marla Matusic is counsel in the Corporate & Securities practice at Mayer Brown LLP. Marla advises clients on the structuring and trading of complex derivatives and structured financial products, focusing on bespoke structures designed for institutional investors, proprietary indices, and automation. She also counsels on federal securities laws, the negotiation of ISDA and equity derivative transactions, and the setup and ongoing operation of structured note, warrant, covered bond, certificate of deposit, and commercial paper programs. Marla has been named a “Rising Star” by Euromoney, IFLR1000, and The Legal 500 and an “Associate to Watch” by Chambers USA.

Gonzalo Go is an associate in Mayer Brown’s Corporate and Securities Practice.G represents companies and investment banks in public and private offerings of equity and debt securities, including initial public offerings, business combinations with special purpose acquisition companies, shelf registration statements, follow-on offerings, registration-exempt issuances, investment-grade debt offerings, and securitizations. He advises public companies on stock exchange listing applications, maintenance, and transfers; securities law reporting and regulatory compliance requirements; and general corporate governance matters. G earned his LL.M., with honors, from Columbia Law School. He chairs the LGBTQ2IA+ Subcommittee of the American Bar Association’s Business Law section.

Alan Fishman, Partner—General Practice & Capital Markets
Sullivan & Cromwell LLP

Describe your practice area and what it entails.

My practice covers the full range of debt and equity transactions, including when companies first tap the capital markets via IPOs, their novel “first-of-its-kind” transactions, and their more routine offerings of debt and equity, including follow-on and secondary offerings, investment-grade and high-yield debt, and liability management transactions. In addition to securities offerings, I also regularly advise clients on ongoing public company matters, including corporate governance, ESG, cybersecurity, and disclosure matters. S&C is a leading law firm for debt and equity transactions worldwide, and we are routinely at the leading edge of the global capital markets. As a result, I advise clients on their most significant transactions and regulatory considerations, in addition to key recent developments pertaining to securities disclosures.

What types of clients do you represent?

I represent issuers and underwriters in a wide variety of transactions across the industry spectrum, including consumer & retail, industrials, media, telecommunications, and transportation. Among the clients I have advised on debt and equity transactions include AB InBev, Alibaba, AT&T, Bayer AG, Cementos Argos, DraftKings, and Telia Company.

An important part of my work as a capital markets lawyer is the ongoing advice I provide my issuer clients in connection with their public company reporting obligations and disclosures. In addition to advising on their capital markets transactions, I also advise Better Home & Finance Holding Company, DraftKings, Douglas Elliman, and Vector Group on their ongoing reporting and disclosure matters.

I am also active in S&C’s sovereign finance practice. I represent the underwriters or dealer managers for a number of sovereign issuers in Latin America in particular, including Brazil, Colombia, Panama, and Mexico.

What types of cases/deals do you work on?

Due to S&C’s generalist approach, I have had the opportunity to work across multiple practices in my career, spanning capital markets and finance, restructuring, M&A, and investment funds. Many of the deals I have worked on benefit from a multidisciplinary and cross-border approach, such as spin-offs or capital raisings to fund acquisitions across multiple jurisdictions.

For example, in acquisition finance, I worked on a $30 billion notes offering by WarnerMedia, a subsidiary of AT&T, in connection with AT&T’s $43 billion spinoff of its WarnerMedia business, one of the largest corporate debt offerings of all time. In addition to advising on that issuance, I worked with AT&T on the capital markets aspects of the combination of the WarnerMedia business and Discovery, Inc. in a Reverse Morris Trust transaction—a spin-off immediately followed by a merger. Also, I worked with Canadian Pacific Railway on the financing aspects of its acquisition of Kansas City Southern, including a debt commitment, registered bond offering, and subsequent debt-for-debt exchange offer for legacy debt of Kansas City Southern. Finally, I also helped AB InBev pursue a split-off IPO of its Asia-focused subsidiary on the Hong Kong Stock Exchange. In the sovereign finance space, I recently represented the underwriters in Colombia’s inaugural social bond offering and Brazil’s first sustainable bond issued to international investors.

How did you choose this practice area?

The arc of my practice and career at S&C over the last ten years reflects changing with the market and being able to adapt to different practice areas and different cultures. When I joined the firm, I gravitated towards the General Practice Group because of the ability to sample different areas. At S&C, most associates choose a primary group after two years, but instead, I went to London for six years, where there is an abundance of various types of work, including finance and restructuring, M&A, and capital markets work; I have more recently focused on capital markets in the United States. I very much enjoy establishing long-term relationships with my clients, which involves getting to know their businesses and management teams and deepening those relationships over time. Being involved in this practice group leads to a virtuous cycle of knowledge about our clients and the ability to evolve my practice with their businesses. Capital markets work is really the latest stage in an evolution over a decade of practicing at S&C, and I expect and hope that evolution to continue in the future.

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

There’s a lot of variety in the day to day because of the nature of representing companies in different facets of their capital raising, governance, and transactional matters. For any given client, I may be having an audit or board committee meeting, negotiating with opposing counsel on various transactional matters, or reviewing disclosure or advising on comments from the SEC or other stakeholders. Every day is a different mix, which is one of the virtues of having an international practice—you establish relationships across many cultures and continents. Different time zones sometimes result in early-morning or late-night phone calls or travel, which I find to be energizing in thinking about the challenges my clients face and the ways in which I can help them find solutions.

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

For aspiring capital markets lawyers, it’s indispensable to understand, even on a basic level, accounting and finance. So much of what we do in this practice relates to achieving business goals that are expressed through financial metrics. Understanding the economics and the accounting of transactions to achieve desired outcomes is critical for understanding what you’re asked to do as a junior lawyer. In law school, I took classes in the business school, including courses on investing, capital markets, and debt markets, all of which provided a further foundation to my background in finance. You should also think strategically about the industry sectors about which you may want to learn. Take advantage of the resources available to you to expand your knowledge base—both in the narrow areas of law and finance and in the broader areas of what you find interesting and inspiring. Ultimately, that’s what’s important long term—finding success and happiness in your career.

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

There has been a proliferation of technology enabling various means of communication, and also regulatory requirements to disseminate more information by public and private companies. The amount and breadth of information that public and private companies are putting out into the market has expanded significantly, as well as the means to understand and analyze it, which reflects the challenges in the future of this practice. We have ever-increasing capabilities and requirements for disclosure of information to which legal consequences are attached. There is also a shift toward innovation in how that information is analyzed. Over the next 30 years, change in public company disclosure practices will inevitably be driven by increasing technological efficiency coupled with the need to disclose more information. Successful lawyering depends on building relationships and trust with our clients and other stakeholders, and it will be interesting to see how technology can better enable that core driver of the legal profession over time.

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

At S&C, we strive to make the summer associate experience as close to the associate experience as possible; we give substantive work to the summer associates on our deal teams. We bring summer associates onto a team with a partner and two or three associates, and they’ll be asked substantive questions, included on client calls and emails, and get a firsthand look at our practice. If you’re looking to gain early exposure to clients as a summer associate or junior lawyer, the Capital Markets practice is certainly fertile ground for that because many aspects of the work are collaborative in nature.

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

Working in this practice area, you have a window into so many different facets of a company’s operations; it can serve as a critical foundation for all types of careers, including working at a public company as in-house counsel. While many other practices can lead to a role of this nature, having an understanding of securities laws and public company governance is particularly valued for roles like this. 

For those looking to live and work abroad, the U.S. capital markets are the deepest and largest in the world, and as a result, will be the greatest source of liquidity for companies both in the U.S. and abroad. Nearly all of our international offices have a significant Capital Markets practice. Some of that is local capital markets, like in Frankfurt and Hong Kong; in London, we practice English and U.S. Capital Markets. Being able to translate knowledge that you have gleaned from a practice in the capital markets area in the U.S. to other countries is a strong and differentiated skill set.

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

Teamwork is critical to everything that we do—in Capital Markets and across the firm. Internally, we view our firm and teams within the firm as one organization working together to provide excellent service to our clients as expeditiously as possible—and that can only happen with internal collaboration. This is critical to what we do in a Capital Markets practice from a firm perspective—for example, if you’re working on an IPO as a capital markets lawyer, you will be interfacing with executive compensation lawyers, tax lawyers, regulatory lawyers, and in some cases M&A lawyers. You have to draw on the knowledge and talents of others to deliver the best work and service to our clients, which means that all of us are constantly learning and engaged together as a team.

Alan Fishman is a partner in the Capital Markets Group of S&C’s New York office and a member of its General Practice Group. He maintains a broad and multidisciplinary corporate practice, advising corporate, sovereign, and banking clients in a wide array of matters, including capital markets and finance as well as restructuring and special situations, investment funds, and mergers and acquisitions.

In capital markets, he has advised on public and private offerings or distributions of equity and debt securities by both U.S. and non-U.S. issuers, including IPOs, spin-offs, liability management transactions, and securities issued in connection with acquisitions and joint ventures. He has advised on some of the biggest and most sophisticated capital markets transactions in recent years.

Alan received his A.B. from Princeton University and his J.D. from Stanford Law School. He was elected partner in 2023. Before returning to New York in 2021, Alan was resident in the firm’s London office for six years and is a qualified solicitor in England and Wales.

Rafael Roberti, Partner—Americas Capital Markets
White & Case

Describe your practice area and what it entails.

I am a partner in White & Case’s Capital Markets practice. I have experience in both domestic and cross-border financing transactions, typically Rule 144A/Regulation S note issuances relating to corporate finance, mergers and acquisitions, restructuring, and project finance matters. Every transaction is different and presents new opportunities for providing our clients with structuring solutions to find financing that works for all parties. The key is understanding the risks involved in the transaction, breaking down complex issues, and offering creative solutions. I accomplish this by conducting due diligence on companies and projects, preparing disclosure materials that lay out the key terms and risks of the financing for investors, and ultimately by documenting the final terms and structures into definitive contracts.

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

I work with a diverse group of international and domestic clients, including financial institutions such as Goldman Sachs, Credit Suisse and Bank of Montreal; sponsors such as Stone Point and Lumina Capital; and corporate entities such as Alliant Insurance, Eaton Corporation, and Bausch Health. By representing clients on either side of the transaction, I am able to work toward a common solution.

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

I work on a variety of debt transactions, which usually involve the issuance of Rule 144A/Regulation S notes to investors. This type of work allows me to work on a variety of complex, cross-practice matters, including project financing, M&A, and restructuring.

A few of my recent notable transactions include Eaton Corporation’s $2 billion notes issuance, which included $1.3 billion of sustainability-linked bonds; Smart Luz’s BRL925 million financing for the largest integrated smart city project in Latin America, located in Rio de Janeiro, Brazil; a $500 million financing in connection with an acquisition of a Brazilian refinery; and the restructuring of Constellation Oil Services Holding’s $2 billion of indebtedness.

In addition, I often work on liability management transactions, which involve assisting companies with managing their debt in an effort to avoid a full in-court restructuring. One recent example includes my work with Transocean, a leading international provider of offshore contract drilling services for oil & gas wells. We assisted Transocean on a series of liability management transactions whereby Transocean exchanged more than $2 billion of existing notes for approximately $925 million of new structurally senior notes, thereby reducing its debt by nearly $1 billion. The transaction was challenged by certain existing creditors in the U.S. District Court for the Southern District of New York claiming that our proposed structure violated the existing debt documents. The initial request for a temporary restraining order on the transaction was dismissed, and ultimately the U.S. District Court for the Southern District of New York confirmed that the transaction was permissible and the subsequent appeal was dismissed. This transaction showed White & Case’s ability to find a structuring solution for our client to help reduce its indebtedness level at a time of economic uncertainty and White & Case’s ability to successfully litigate the challenges to the proposed structure.

How did you choose this practice area?

I was always interested in many different classes and topics in both college and law school. When I was looking at firms and their practice areas during law school, White & Case always kept coming up again and again as being one of the leading firms in several practice areas. Adding to White & Case being the first international firm to have an office in São Paulo, Brazil (my hometown), it quickly became my top choice. During my time as a summer associate and first year, I was impressed at how many different types of transactions I was able to work on while in the corporate pool, and I was really able to get a sense of the work that was done in each practice area. Ultimately, I chose capital markets because it allowed me to work with both domestic and foreign clients, including Brazil, Mexico, and Latin America. More recently, I have been able to expand my practice to also work with our European colleagues, having worked on deals in London, Portugal, Italy, Finland, and many other jurisdictions. In addition, the debt capital markets work allows me to assist our other practice groups with their transactions. The tremendous variety of work is something that I greatly enjoy in my practice area.

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

The variety of work in capital markets means that every day is different. A normal day typically involves calls with team members and clients to work through any outstanding structuring or disclosure points, and then working with the team to revise the definitive documents. Often this involves traveling to meet the transaction parties for a drafting session and live negotiation. There are typically multiple transactions at different stages happening at the same time, so a transactional attorney needs to be able to juggle different deals and pivot throughout the day. To be an effective capital markets attorney, you need to be able to retain and parse through a lot of different information, stay organized, and have the ability to think on your feet.

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

When I speak to law students, a common refrain I hear is that law school only teaches you how to be a litigator and not a transactional lawyer. I don’t fully agree with that notion, as the skills that law school teaches equally apply for transactional work. In law school, students focus on reading comprehension and issue spotting as they analyze cases—this is the same as analyzing a contract and identifying structural solutions. In addition, law school provides students with various opportunities to take classes that focus on oral advocacy (i.e., clinical programs, moot court, and mock trial). Effective oral advocacy is an important skill when communicating to your clients, opposing counsel, and your internal team. The ability to listen to opposing counsel and articulate a counterargument is very important, and those oral advocacy classes can help greatly. In addition, attention to detail and writing skills are necessities when drafting hundred-page long disclosure documents and definitive agreements. Participating in a law review, journal, or brief will help students get accustomed to the writing, editing, and reviewing tasks they often receive as junior associates. Lastly, classes such as Securities Regulation, Secured Transactions, Business Associations, and Contract Drafting will help form a base of the substantive knowledge that we will look to expand on during our formal and informal training of junior associates in capital markets.

What do you like best about your practice area?

The best part of capital markets is the variety of work. There are many specialties within capital markets, including, for example, equity, debt, structured finance, derivatives, funds, and public company advisory. The way the practice is structured allows associates to try a variety of these specialties and determine which aspects they prefer and, if they so choose, focus on one of these specialties. At the same time, the common base across all capital markets work involves a “security” so lawyers can remain more of a generalist if they prefer. Personally, I have worked across a variety of the specialties all throughout my time at White & Case, which allows me to provide our clients with an understanding of various financing opportunities. In addition, the capital markets practice is one of the most international practices, as we work with clients all across the globe to raise funds in the U.S. securities market. I have the pleasure of speaking Portuguese and Spanish nearly every day with our Brazilian and Latin American clients, and recently traveled to Italy for a drafting session for a London-based transaction.

What misconceptions exist about your practice area?

There is a perception that transactional attorneys don’t do much writing (or at least not much “interesting” writing). I couldn’t disagree more, and I think that is one of the hidden treasures about capital markets. In most capital markets transactions, we need to prepare both the definitive contractual agreements, which requires attorneys to be precise and formulaic in their language and writing style, and the disclosure materials. The disclosure materials require a different type of writing style, which is more creative and a “marketing” style. It also requires attorneys to know detailed information about the company and craft legal disclosures and terms in a “plain English” manner required by the SEC so that investors can understand the transaction.

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

Capital markets is a highly regulated practice of law, which makes it an ever-evolving practice. Currently, a lot of attention is on cryptocurrencies and bitcoins and how future regulation may affect that market, as well as a move to environmental, social, and governance (ESG) matters. ESG is a primary focus for the SEC and affects our disclosure requirements for public filings and offering materials, as well as the structuring of new sustainability-linked notes or “green” bonds, which require certain ESG components.

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

Summer associates receive the same experience as junior associates and often find themselves working directly with partners. Typical summer/junior associate tasks could include assisting with company diligence review; preparing initial drafts of documents; coordinating with other White & Case teams on the transactions; and attending calls and conferences with deal teams, opposing counsel, and clients. Moreover, all summer associates are assigned at least one pro bono matter to help hone their skills.

Rafael Roberti is a partner in the firm’s Capital Markets practice, concentrating on domestic and cross-border financing transactions. Rafael advises financial institutions, sponsors, and companies on negotiating and structuring complex securities offerings.

Rafael brings a broad experience in varying types of private and public securities offerings, including high-yield debt offerings, liability management transactions, and structured financings, in the United States, Brazil, Mexico, other Latin and South American jurisdictions, and elsewhere. His attention to client needs and his problem-solving abilities provide clients with unique solutions in today’s evolving legal environment.

Rafael has assisted domestic and foreign issuers, investment banks, and sponsors on Rule 144A/Regulation S offerings, SEC-registered public debt and equity offerings, consent solicitations, exchange offers, tender offers, bridge financing commitments, securitizations, and acquisition financings. In addition, he counsels clients on ongoing disclosure obligations and compliance requirements under the U.S. securities laws.

Recently, Rafael was selected as a “Next Generation Partner” by The Legal 500 Latin America 2023 and added to The Legal 500’s Private Practice Powerlist: US-Mexico 2022.

Rory Hood, Partner
Jones Day

Describe your practice area and what it entails.

Our capital markets lawyers are part of the Financial Markets practice at Jones Day, which has more than 300 lawyers around the globe. We advise corporations and financial institutions on a broad range of transactions across numerous industries and geographies, including public and private securities offerings. We also counsel clients on securities law compliance and corporate governance matters. The practice has a large roster of public company clients and significant deal experience that enables it to advise clients on a diverse range of cutting-edge legal issues.

What types of clients do you represent? 

We represent issuers, financial institutions, and investors in connection with public and private securities offerings, SEC reporting requirements, and corporate governance matters. Clients include a significant portion of the Fortune 500 and several of the major investment banks. Our clients operate globally in numerous industries, including fintech, biotech, and industrials.    

What types of cases/deals do you work on?

I have broad transactional experience throughout the capital markets. I cover both debt and equity securities and work with many different types of U.S. and non-U.S. clients including issuers, investment banks, and investors. I also have worked on transactions in many different industries, including advertising, clean technology, consumer products, energy, financial institutions, gaming, industrial, manufacturing, technology, and transportation. The variety of my practice keeps it interesting and challenging.

How did you choose this practice area?

I was a philosophy, politics, and law major in college with minimal exposure to accounting and finance prior to joining Jones Day. Like all first-year associates at Jones Day, I joined the New Lawyers Group, which allows first-year lawyers to try different practice areas before formally selecting one to join. I met lawyers who brought me into capital markets deals and I really enjoyed the pace of the work, the team-oriented focus of the working groups, and the significant amount of client contact and responsibility early in my career. I am one of the many New Lawyers Group success stories at Jones Day.    

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

No day is typical, which is the best part! The matters are engaging and often move quickly. Also, regulators often change rules and regulations of which you must stay abreast. A good amount of my time is spent with clients, counseling them on how to best tackle matters, and working with teams of lawyers throughout the firm to make sure deals are running smoothly. I also spend a significant amount of time on client development and firm and practice administration.

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

Junior lawyers often ask whether a finance or accounting background is required to practice capital markets law. Neither is required, and all of the skills that you need can be learned on the job. Taking courses in business associations or corporations as well as securities regulation in law school would be helpful, but also not required. The same applies to accounting for lawyers or finance for lawyers classes, which can be helpful to gain some exposure to the concepts. The learning curve can be steep at first, but it gets easier as you gain experience on transactions and gain exposure to more issues in these areas. Jones Day also offers significant training to our junior lawyers beginning in the summer associate program and continuing into the New Lawyers Group and beyond.

What do you like best about your practice area?

The practice is driven by the market and geopolitical developments, which keeps it interesting. During my career, I have completed transactions during strong bull markets as well as during the Great Recession and the COVID-19 pandemic. Market conditions can have a large impact on the types of transactions I’m working on and how, when, and why they are pursued. I have also counseled clients on issues ranging from Brexit to the cessation of LIBOR to disclosure matters related to international conflicts. With the breadth of practice areas at Jones Day and our diverse client base, we are busy in up-and-down markets and can draw upon lawyers across the world to assist with client needs. It is fast paced and never dull! 

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

Our junior lawyers gain significant responsibility early in their careers. They become members of the deal team and work together with the team of lawyers to execute transactions. Interacting with other members of the working group on transactions is also a big part of the learning process. This may include engaging with the junior associates at opposing counsel and the junior investment bankers and accountants regarding due diligence, offering disclosure, and other matters. As our lawyers gain more experience and develop their knowledge base, they grow into more senior roles. Jones Day has excellent mentorship, both formally and informally, to assist with this associate development.    

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

Gaining experience in capital markets and general corporate matters provides skills that can be leveraged in multiple contexts. In addition to many lawyers who have become my partners at Jones Day, I have seen lawyers use these skills to go in-house to clients, become investment bankers, start businesses of their own, and do many other things. The experience our capital markets lawyers gain early in their career together with the contacts they develop through engaging with working groups can lead to many opportunities as their careers develop. 

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

Teamwork and relationship building is of critical importance to capital markets work. Having been on many sports teams during my youth, I was drawn to the collaborative nature of capital markets work. The working group members all have their own interests and those of their applicable clients to look after, but they are typically all working toward the same goal of raising money for a company. When that happens, the working group members typically all walk away happy, which is a great feeling. One of the most rewarding parts of the practice is the meaningful relationships you develop with a great number of people in many industries and practices, including senior business executives, accountants, and other capital markets lawyers in the market.

Rory Hood, Partner—Financial Markets (2023)

Rory Hood has significant experience in the areas of capital markets and general corporate law. He has represented financial institutions, issuers, and investors in connection with public and private securities offerings, SEC reporting requirements, and corporate governance matters. Rory regularly advises U.S. and non-U.S. issuers and investment banks (as underwriters, initial purchasers, dealer managers, and placement agents) in a broad range of transactions, including initial public offerings and other equity offerings; investment-grade, convertible, and high yield debt offerings; and exchange offers, tender offers, and consent solicitations. He also advises U.S. and non-U.S. issuers on SEC reporting requirements, corporate governance matters, and stock exchange rules and regulations.

Rory has worked with all of the major U.S. investment banks and many different types of issuers, including multinational corporations, middle market companies, emerging growth companies, and portfolio companies of private equity firms. His experience covers a variety of industries, including advertising, clean technology, consumer products, energy, financial institutions, gaming, industrial, manufacturing, technology, and transportation.

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