Practice Area Insights: Securities/Capital Markets

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.

In our 2023 edition of Practice Perspectives: Vault Law's Guide to Legal Practice Areas, attorneys from law firms with top-ranked Securities/Capital Markets practices share insights about their practice, including what a typical day is like and what training they recommend for interested jobseekers. Keep reading for their insights!

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

Rory Hood, Partner—Jones Day: 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.

Marla L. Matusic, Counsel—Mayer Brown: 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.

Rafael Roberti, Partner—White & Case: 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?

Rory Hood: 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.

Marla L. Matusic: 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.

Rafael Roberti: 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.