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2021 DIVERSITY DATABASE UNDERWRITER Simpson Thacher & Bartlett LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Roxane Reardon, Partner, and Ben Heriaud, Associate—Corporate

Roxane Reardon is a partner in the firm’s Corporate department, where she is a member of the Capital Markets practice. She principally represents issuers and investment banks in registered and Rule 144A offerings and private placements of equity, equity-linked, and debt securities. A 2020 Law360 MVP in Capital Markets, Roxane is a two-time recipient of the Americas Women in Business Law Award for “Best in Capital Markets.” Among her transformative deals, Roxane advised underwriters in the public offering of $40 billion of senior notes by CVS Health, the third-largest corporate bond sale on record, and advised on billions in offerings by Carnival, U.S. Steel, Boston Scientific, and others. Roxane graduated cum laude from Harvard and received her law degree, with honors, from Duke.

Ben Heriaud is an associate in the firm’s Corporate department, where he represents investment banks, private and public companies, and private equity sponsors in a wide range of securities offerings, including IPOs, follow-on equity offerings, and high-yield and investment-grade debt offerings, as well as other capital markets and M&A transactions. His recent representative transactions include advising underwriters in the IPOs of Duck Creek and Shift4 Payments, KKR in offerings to finance its acquisition of Global Atlantic, and the initial purchasers in debut high-yield offerings by Ferrellgas, Shift4 Payments, and Switch. Ben received both his B.A. and J.D. from the University of Virginia.

Describe your practice area and what it entails.

Roxane: Our group handles the full range of debt and equity capital markets transactions on behalf of issuers and underwriters. Within debt, we advise on investment-grade and high-yield, and on the equity side, we cover IPOs, follow-ons, secondaries, and equity-linked transactions, which are convertible products. We train associates to cover the full sweep of deals, but as our lawyers become more senior, they tend to develop areas of concentration; my focus is on IPOs and equity-linked transactions.

Ben: Like Roxane, I represent companies across a wide array of industries, as well as investment banks and private equity sponsors, in connection with securities offerings and other financing transactions. Additionally, I often advise clients on financing issues in sell-side M&A transactions.

What types of clients do you represent?

Roxane: I have a relatively balanced practice of both underwriter and issuer work, and I counsel companies that range from smaller, $500 million businesses to highly established, $100 billion institutions. Over the past year, I advised banks in transactions for U.S. Steel, Boston Scientific, and UnitedHealth Group, and throughout the pandemic, I have been working very closely with Carnival Corporation, which issued billions of dollars in debt and equity offerings to fight through the economic shutdown.

Ben: I also represent both underwriters and issuers and have been fortunate to work with most major investment banks in transactions involving issuers in multiple industries. Recently, I worked on multiple issuances for companies in the technology space; I also recently represented JPMorgan and the other dealer managers in an offering by GameStop, the world’s largest video game retailer.

What types of cases/deals do you work on?

Roxane: The IPO part of my practice involves diving deeply into a company before it’s public and setting the stage for how the business will present itself to the market. As IPO counsel, you help write the company’s market-positioning story, explaining to the world who the company is; it’s a critical and rewarding time to be involved. On the equity-linked side, the deals I handle take place on a much shorter time frame. The products themselves are complex—they’re debt instruments with an embedded equity option—and involve a distinct set of legal intricacies. Recently, I handled the IPO of Acushnet, which owns Titleist and Footjoy, and advised the underwriters in a $2.5 billion stock offering by Charles Schwab and in a $2 billion debt offering by CVS.

Ben: My work runs the gamut and includes IPOs, high-yield and investment-grade debt, debt restructuring, acquisition financing, and PIPEs, which are private investments in public equity. This past year, I worked on several deals for a company called Shift4 Payments, advising in connection with its IPO, as well as on additional issuances of common stock and high-yield and convertible debt.

How did you choose this practice area?

Roxane: I enjoy the fact that capital markets work has two very distinct elements—disclosure and products—which draw upon different skill sets. In preparing disclosure, we have discussions with the company’s management team and really get to know the business, learning its strengths and business strategy as well as the business risks; you need to keep an eye on all of these issues to tell a complete story, both operationally and financially. The product side is challenging, and I’ve found it enormously rewarding to help companies throughout the pandemic.

Ben: I did a rotation in Capital Markets and enjoyed learning about different companies and working on the broad variety of finance transactions we handle that touch so many key elements of a company. Capital markets work allows me to be a generalist—to work on debt and equity deals across many industries—while giving me a platform to develop expertise in securities laws and regulations, which I can apply to every deal. I also enjoy working with a wide array of complex products; no two deals are really the same.

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

Roxane: One thing most days have in common is that time is of the essence! When we’re working on an IPO and building something from scratch, the overall project tends to take a significant block of time, but the company is focused on getting to market at a particular time, so we need to work quickly to meet that objective. Even deals with shorter timelines still involve a series of steps, and each step must be completed properly and quickly so we can move on to the next and ultimately cross the finish line. For associates, a key part of training is to learn the steps and understand the sequencing and interplay among them.

Ben: Every day brings new challenges and issues. My role as a senior associate is a hybrid of sorts, where I advise clients on high-level issues while also managing the process of the deal itself, making sure that we are working towards each of the milestones necessary to get the deal done. As you become more senior, you’re increasingly involved with higher-level questions and points of discussion, which keeps things interesting.

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

Roxane: There are no barriers to entry at all, though I do encourage junior lawyers to keep current with market events. I begin every day by reading DealBook, which provides summaries of major events that impact the marketplace, from government developments to M&A deals, IPOs, and management changes. The better understanding a junior lawyer has of the market, the more our deals and the overall process will make sense and the more natural the job will feel. Having a basic accounting class under your belt is also helpful; financials contain so much information and are often the first place I look to learn about a business.

Ben: One of the things I’m most proud of about the firm is the way we train our associates. We begin with foundational principles and work hard to ensure that every associate learns each step in a deal—and performs each step—with the expectation that one day that associate will be the teacher. The best way to learn something is by doing it, and it’s a priority that all lawyers in our group receive that broad base of experience.

What is unique about your practice area at your firm?

Roxane: Our practice is unique because it’s very balanced. Unlike some firms that focus on either underwriter or issuer work, we do both evenly—and this gives us special insight. I believe we’re better at advising issuer clients because we understand what’s driving the banks, and we, likewise, advise our banking clients better because we understand the sensitivities on the issuer side. We’re also uniquely balanced in terms of our focus on both debt and equity instruments.

Ben: I really enjoy the breadth and balance of our practice, as well as the strong client relationships the firm has established over the years, which allow us to become highly integrated with our clients. We learn so much about a company’s business and capital structure through our transactions, and this enables us to provide valuable advice in future deals. We often work with clients in multiple transactions, further strengthening the firm’s relationships.

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

Ben: Our deals are staffed leanly, and junior lawyers get as much responsibility as they are able to take on. When an associate shows that she’s capable, she’s quickly given additional opportunities. Junior lawyers tend to run point on the diligence process, both in terms of making requests and reviewing diligence documents, and regularly help with drafting and with researching issues as they arise.

In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?

Roxane: COVID has had an enormous impact on the Capital Markets practice, as many companies needed capital quickly, and the firm stood ready to help. The volume and pace of deals our group handled are truly breathtaking, and it has been one of the most rewarding years I can think of. Throughout, we’ve guided critically important rescue financings on behalf of companies badly hurt by the pandemic, like Carnival. Since COVID began, our group has used every lever within the capital markets machinery to help clients weather the storm.

Ben: As a result of COVID, certain businesses, through no fault of their own, saw their revenues essentially drop to zero overnight, and we felt an enormous sense of urgency and responsibility to help. I found it very rewarding to work with Cinemark, which operates more than 500 theatres throughout the U.S. and Latin America. We represented the initial purchasers in Cinemark’s debut secured notes offering and subsequently advised on Cinemark’s significant private placement.

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

Roxane: Our practice is highly collaborative, which is one of the reasons I enjoy it so much. Everyone is in it together—the issuer, underwriter, company counsel, and underwriter counsel. There’s no “I win, you lose” mentality; instead, we all succeed when we get to the other side and issue the security. For this reason, we make decisions collaboratively, bringing different perspectives to the table with a common sense of purpose. We also enjoy a high level of collaboration within the firm itself. Capital Markets lawyers rely heavily on other practice groups such as Tax, Environmental, Intellectual Property, and Regulatory to understand the business at issue. We bring every part of the firm to bear.