The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Charlotte Keenan represents both public and private companies in capital markets transactions, mergers and acquisitions, and SEC compliance and disclosure matters. Her capital markets experience includes initial public offerings, shelf offerings, investment-grade debt offerings, and other financing transactions. Charlotte assists clients with respect to business combinations, entity formation and dissolution, asset and stock purchases, and sales and commercial business transactions. She has advised conflicts committees and boards of directors on fiduciary duties, corporate governance, and other matters.
Charlotte received her J.D., with honors, from The University of Texas School of Law in 2014 and her B.A., magna cum laude, from Colgate University in 2009.
Describe your practice area and what it entails.
I practice capital markets, M&A, and general corporate law. I advise issuers and underwriters on a variety of public and private securities offerings and other clients on various commercial business transactions.
What types of clients do you represent?
I represent a broad range of clients, from publicly traded companies to private equity funds and pension investment vehicles. This includes financial institutions and businesses that focus largely on the energy and infrastructure space, such as DTE Energy Company, PPL Corporation, and Phillips 66. I also advise financial advisors in M&A transactions and underwriters in capital markets transactions.
What types of cases/deals do you work on?
Because of the firm’s focus in the energy and infrastructure space, I have the opportunity to work with a diverse range of clients. For example, I was part of the team that advised the underwriters in three separate public offerings by DTE Energy Company of $2.4 billion of equity and debt securities, as well as the financial advisor to the conflicts committee of the board of directors of Enviva Partners GP, LLC—the general partner of Enviva Partners, LP—in connection with the partnership’s agreement to purchase its sponsor’s interest in its first development joint venture.
Last fall, I had the opportunity to have a leading role in a private placement of debt securities that involved work across multiple offices and international travel. My experience on this transaction was incredibly valuable to me for my development as a lawyer and recognition within the firm.
How did you choose this practice area?
I chose the Corporate and Securities practice at Bracewell because the work and clients are of the highest caliber. The partners in the group are also natural mentors. Since joining Bracewell in 2014, I have spent more than three years in our Houston office and one year in each of our London and New York offices. I highly value having had the opportunity to live and work in multiple cities with Bracewell. It has enabled me to fully explore my practice area by working with partners in new offices and with different clients and practices.
What is a typical day like and/or what are some common tasks you perform?
A typical day may include drafting, reviewing, and negotiating purchase agreements or other transaction documents; engaging with clients; meeting with counterparties to discuss transaction terms or execution; and managing diligence and other documentation.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend taking law school classes that are focused on corporate law, such as business associations, secured credit, securities regulation, and tax. Legal clinics are also a great idea. I had the opportunity to take part in the Entrepreneurship and Community Development Clinic at UT Law and found the corporate legal clinical environment to be invaluable in my legal education. I also recommend working as a summer associate at a law firm in your area of focus so you can experience the daily life of an associate, workflow coordination, and social aspects of the firm. I was a summer associate at Bracewell during my 2L summer and found my experience as a summer to be a good example of the role of a junior associate when I joined the firm.
What do you like best about your practice area?
My practice area is busy and dynamic, which means every day looks different. There is a lot of opportunity to challenge yourself and to learn and develop as an attorney. I also really enjoy client contact and working with and across from new people. It’s also satisfying to continuously build a greater understanding of the substantive areas of my practice, such as market practices for M&A and securities transactions and the applicable legal framework.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior lawyers are given the opportunity and encouraged to take on responsibility early in a number of areas. They become an integral part of a deal team. Although they may not be active on all aspects of a transaction, they are generally given exposure to the full transaction, which allows for a big-picture view. Junior lawyers are responsible for legal due diligence, which in large part entails the review and summary of client or counterparty files and/or public materials that are relevant to the transaction and participation in due diligence calls. Junior lawyers also draft documentation, as well as certain regulatory or other public filings. They review drafts prepared by counterparties. They are also responsible for transaction management, which entails keeping track of transaction status and informing parties of relevant developments.
What kinds of experience can summer associates gain in this practice area at your firm?
Summer associates are involved in all aspects of corporate transactions. Working on all aspects in part helps show what the typical lifespan of a deal looks like and what the role of a junior lawyer entails. Summer associates complete research and prepare summaries that are useful to the deal team. They also shadow meetings and negotiations and assist with the preparation of transaction documents.
For those considering corporate work, why would you advise them to specialize in energy, oil, and gas?
Corporate work in the energy, oil, and gas sector is fairly broad and involves M&A, joint ventures, capital markets, restructuring, and other work. Specializing in the sector means lawyers are familiar with a subject matter in a way that enables them to become involved in multiple types of transactions, which creates great learning opportunities to work with different lawyers, clients, and projects. There is also the opportunity to work on interesting new transactions involving new technologies in the energy space.