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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 from real lawyers in the practice area.
Stuart G. Downing, Partner
Cahill Gordon & Reindel LLP

Describe your practice area and what it entails.

The focus of my practice is to represent leading investment and commercial banks in financing transactions which include, among other things, high-yield and investment-grade debt offerings, equity offerings, and liability management transactions. These transactions often occur as part of the financing that supports a broader M&A transaction (including leveraged transactions by private equity sponsors).

What types of clients do you represent?

I regularly represent leading investment banks, including Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, J.P. Morgan Securities, Morgan Stanley, SunTrust, and Wells Fargo. I have also represented certain non-regulated banks, such as Jefferies, Nomura, and Macquarie.

What types of cases/deals do you work on?

Cahill’s corporate finance practice has consistently earned leading rankings in legal league tables as legal advisor to underwriters and bank arrangers. In the capital markets practice, Cahill has been the No. 1 legal advisor to U.S. high-yield bond underwriters since 2005. With that in mind, some examples of transactions I have worked on throughout the years are as follows:

• Symantec Corporation’s $1.0 billion senior notes Rule 144A offering, the proceeds of which were used in connection with its acquisition of LifeLock, Inc.

• L Brands, Inc.’s (parent company of Victoria’s Secret, PINK, Bath & Body Works, and Henri Bendel) 2018 Rule 144A debt exchange offer.

• Envision Healthcare Holdings, Inc.’s $1.1 billion IPO, as well as over $4 billion in aggregate gross proceeds from secondary public offerings.

How did you choose this practice area?

My experience as a summer associate at Cahill gave me enough insight into the Capital Markets practice to allow me to be confident it was where I wanted to spend my career. The unique aspect of Cahill’s summer program (both then and now) is that it is focused on providing summer associates with experience on active transactions. In fact, summer associates are integrated immediately onto active teams and, in turn, become integral members of their teams. Also, summer associates at Cahill have flexibility to experience both corporate and litigation assignments, which helps round out a summer associate’s experience.

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

Our capital markets practice is extraordinarily active, so as opposed to describing a day or week as “typical,” I would say that on a daily basis, I am required to use a host of skills, which I have developed over my career. I may be assisting a client in evaluating and structuring a new transaction, addressing a novel question which has arisen for an ongoing matter, or negotiating various contracts across multiple transactions which are at varying stages of development. Because of the level of transaction activity at any point in time, I am very engaged in my work, and there is rarely a “dull” day.

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

In terms of law school, I would recommend a student take classes in securities regulation, corporate finance, and accounting for lawyers. It is also important to have an internal drive and curiosity to become more knowledgeable in whatever field one pursues. Law school can provide some basic tools, but the real training happens once you enter the profession.

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

The most challenging aspect of my practice is dealing with the not so “clear-cut” areas of a particular issue. It could be, among other things, an interpretation of a particular contract provision or a disclosure question in the context of an offering document. One thing for sure is that these issues arise regularly, and as a lawyer, one does their best to be prepared and anticipate them.

What do you like best about your practice area?

Any practice of law is challenging in terms of the substantive issues that present themselves and the time commitment, but the reward is to be able to meet those challenges day in and day out—to be creative and solve complex problems. Intellectually, this is one of the most rewarding aspects of being a lawyer. In addition, client development and relationship building are also very rewarding.

In my specific practice area, there are opportunities to become familiar with various businesses and industries while assisting a company in navigating its way through a capital markets transaction.

What misconceptions exist about your practice area?

I spend at least half of my day on the phone and/or in meetings with clients despite the common perception that a lawyer’s work is mundane and only about “pushing paper.” I cannot say there was anything I wish I had known prior to joining Cahill, although there was plenty I did not know. I was fortunate enough to find a firm which pushes its associates to take on a significant amount of responsibility at the earliest stages of their careers. While this can be a bit daunting at first, ultimately, it is empowering. That said, I expected a demanding and challenging practice (and certainly also a rewarding one), and those expectations were met many times over.

What is unique about your practice area at your firm?

Cahill has a “free-market” approach to assignments. In the Capital Markets practice, our associates have significant flexibility to accept or pass on any transaction which needs to be staffed. While the firm has formal and informal mentorship and development programs, our philosophy is that associates are expected to proactively pursue work that interests them and seize opportunities which present themselves. It also means associates have some degree of control over their own work flow. Since I first joined Cahill in 2000, we have worked to improve the support structure in place, which assists associates to better transition from law students to full-time associates. This includes, among other things, improving our continuing legal education programs and developing a more robust mentoring arrangement between partners and associates.

Stuart G. Downing, Partner--—Corporate

Stuart (“Stu”) G. Downing is a member of Cahill Gordon & Reindel LLP’s Corporate practice group. He joined Cahill in 2000 and became a partner in 2009. He represents leading investment banks and commercial banks in financing transactions, including debt and equity offerings and bank financings, as well as tender offers and consent solicitations. His practice also has included representation of companies in connection with general corporate and securities law matters.

Stu is co-chair of Cahill’s Diversity and Inclusion Committee and a member of the firm’s Legal Recruiting Committee and has been recognized as a leading finance lawyer by The Legal 500. Stu received his B.A. from Siena College in 1995 and received his J.D. from Georgetown University Law Center in 2000.

Jonathan Michels, Partner
White & Case LLP

Describe your practice area and what it entails.

I am a partner in White & Case’s Americas Capital Markets practice group, specializing in leveraged finance. Various subsections sit under the umbrella of our Capital Markets practice group, including debt capital markets/high-yield, equity capital markets, securitization, investment funds, and derivatives. My focus is on debt capital markets/high-yield, which we often look at side by side with our Bank Finance practice group, together comprising our Leveraged Finance practice.

What types of clients do you represent?

I work with a variety of clients, ranging from corporate issuers looking to raise financing for various strategic initiatives to financial institutions acting as advisors and underwriters for securities offerings to private equity sponsors looking to successfully execute on leveraged buyouts. Our leveraged finance team has successfully established a roster of premier clients, seeking to create an optimal balance between sponsor/issuer-side and financial institution-side representations. Just over the last few months, I have advised (i) corporate issuers, like Hertz and Transocean, on their debt financing transactions; (ii) private equity sponsors like Stone Point Capital on its $4.2 billion acquisition of Duff & Phelps; and (iii) financial institutions, like Deutsche Bank, Jefferies, and Bank of Montreal, in their roles as underwriters and dealer managers on new bond issuances and related liability management exercises.

I also often work very closely with our Financial Restructuring and Insolvency team in connection with both out-of-court and in-court high-profile restructuring mandates, so I frequently represent both distressed issuers and top-tier hedge funds in connection with their efforts to recapitalize a business or pursue other strategic initiatives.

What types of cases/deals do you work on?

Our deals require us to manage complex, multijurisdictional transactions and work seamlessly alongside teams of White & Case lawyers from around the world. Transactions can take many forms, but a good recent example is my representation of Hertz in connection with its successful refinancing transactions that resulted in a meaningful deleveraging of its balance sheet. We advised Hertz in connection with an over-subscribed US$750 million equity rights offering, followed by a US$500 million senior notes offering, the proceeds of which were used to refinance existing debt. The multifaceted financing transactions evidenced our expertise in advising clients across various capital markets instruments in order to identify and execute on transactions that achieve our clients’ best interests while working seamlessly across our capital markets practice to bring such expertise to bear in an efficient and strategic manner. 

On the acquisition finance front, we need to be able to navigate the multiple stages of complex acquisition transactions across the entire life cycle of a high-yield committed acquisition financing structure, from financing commitment to the funding of a bridge loan to successful execution of a take-out bond financing. A good recent example of such a transaction is my representation of Bank of Montreal in connection with the financing for Ensign Energy Services Inc.’s acquisition of Trinidad Drilling Ltd. The financing for the acquisition transactions included (i) a CAD$1,250 million revolving credit facility, the proceeds of which were used by Ensign to acquire Trinidad, (ii) a change of control offer and related consent solicitation by Trinidad relating to Trinidad’s existing notes, (iii) a US$700 million bridge loan, the proceeds of which were used by Ensign to purchase the Trinidad notes tendered in the change of control offer and repay indebtedness of Ensign, and (iv) the sale of US$700 million senior notes by Ensign to repay in full the bridge loan.  

How did you choose this practice area?

I walked into White & Case as a summer associate in 2006 with a general idea that I wanted to do something “finance” related, since I was a finance major in undergrad and had been entertaining investment banking jobs out of college. So naturally my first rotation was through our litigation practice group—fantastic group, even better attorneys, but wasn’t for me. So, I pivoted into rotations through our Bank Finance, Capital Markets, and M&A practice groups. The hook into Capital Markets, though, was set by the fortunate timing of my rotation through the group, which coincided with our representation of Visa Inc. in connection with its IPO—at the time, the largest domestic IPO in history. The transaction was enormous in scope, was incredibly high profile, and there was more than enough work to go around, which allowed me to dive into it in a way that I never thought I would be able to as a summer associate. I never looked back—I ended up in Capital Markets, and while my focus has shifted to debt more than equity, I still look back at that opportunity as a primary driver of where I am today. The moral of the story: Follow the work you enjoy for the people you enjoy working with, who provide you the platform to succeed, and you’ll find the right practice area.

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

Wake up, quick run through emails on my phone to assess the overnight traffic, walk our dog, and have a coffee. Jump on my home computer to fire off a few emails, just to get some things in motion before I head to the office. Most of the 9-5 is navigating various calls and meetings on a variety of transactions—working through issues lists with clients on transaction documents, negotiating key provisions with opposing counsel, and fielding questions and comments from my team. Time not spent talking in one way or another is mostly spent drafting and revising deal documents, including terms of debt securities, covenants, and disclosures about a company in its offering document. I try to sneak out for client lunches on most days, just to keep up with close friends and contacts. Evenings are often filled with firm events (meeting a new hire, participating in a recruiting initiative, attending office or group meetings) or client events (closing dinners or business development events), or maybe just a quick trip to one of the various restaurants in our building with colleagues to download on the day. I go home to watch a new Schitt’s Creek episode with my girlfriend, walk our dog, and go to bed.    

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

Keep in mind, most skills of a transactional lawyer will be learned on the job, so don’t sweat not having the perfect law school class to teach you to be a deal lawyer. Look for practical classes—I took a class called “Acquiring a Business,” where we did mock buy-side and sell-side negotiations of a model asset purchase agreement. It was very helpful just to start thinking about issues from different perspectives and articulating arguments to advance your client’s position. Securities law, corporate finance, and tax are also useful. You are looking to find building blocks, knowledge to leverage—you’ll develop the real skills in the trenches once you are on board.

What do you like best about your practice area?

Integration with other practice groups at our firm. In an environment where clients increasingly demand 360-degree representation on all aspects of a transaction, our high-yield practice consistently delivers top-tier advice, side by side with W&C’s highly regarded Bank Finance, M&A, Private Equity, Restructuring, Securitization, and Project Finance practices. Our ability to offer market-leading high-yield service in a cross-practice context is a prerequisite for many of our clients, especially our international clients. We have the ability to step into complex, bespoke transactions, which evidence our team’s critical contributions across other practices in addition to our work on new issuance capital markets financings, which provides opportunities for our high-yield team that we believe are very unique to our practice.  

What is unique about your practice area at your firm?

We have an expansive overseas network of offices and deep local resources that few, if any, other firms can match. This breadth of our U.S. and international footprint, and our seamless integration of teams across offices, enables our high-yield practice to spearhead the execution of complex, multijurisdictional offerings. Our high-yield practice stands apart from other firms in our ability to understand intricate transactions on a global scale and apply that knowledge and experience in structuring innovative deals for both our issuer and financial institution clients.

Our market-leading transactional practices in Latin America (including Brazil and Mexico) and Europe (including the U.K., France, Germany, and Italy) provide unique access to, and opportunities with, marquee clients seeking to issue debt and/or execute on other complex liability management transactions in the U.S. debt capital markets, which drives our team’s ability to secure mandates that capitalize on, and benefit from, our extensive experience and expertise in cross-border offerings.

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

Learn our client’s business. Draft a disclosure document describing that business. Draft transaction documents, including underwriting agreements, commitment papers, closing certificates, and orders. Diligence, including identifying risks we may need to disclose to potential investors. Work with auditors on comfort letters. Field calls from your counterpart at banks as they work through financial models and investor presentations. Start to learn covenant packages. Build early relationships with clients that will be long lasting. ASK QUESTIONS!

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

See the answer directly above! I don’t like to distinguish between “summer associates” and “junior associates” when it comes to work experience and tasks you can tackle. You are part of the team when you walk in the door, and I want you to be fully involved from day one. You learn by doing, and there is no reason for the “doing” to wait until you are back as a first year. Hit the ground running, we’ll get you in the mix, and when you come back full time, you will have experience to build on out of the gate.

Jonathan Michels, Partner—Americas Capital Markets

Jonathan Michels is a partner at White & Case and a member of the firm’s Capital Markets practice group. Based in New York, Jonathan’s practice primarily focuses on public and private capital markets transactions, including high-yield and investment-grade debt offerings, exchange offers, tender offers, consents solicitations and other liability management transactions, bridge and other acquisition financing commitments, and other capital markets transactions, representing issuers, sponsors, and investment banks in a wide variety of industries in the United States, Latin America, and elsewhere abroad. In addition to his client work, Jonathan also serves as the chair of White & Case’s New York Workplace Committee, in charge of recommending, supporting, and implementing initiatives in the New York office to promote a vibrant, productive, engaged, and collegial culture and work environment.

Marcelo Mottesi, Partner • Rod Miller, Partner
Milbank LLP

Please provide an overview of what, substantively, your practice area entails.

While our Capital Markets practice has been synonymous in the legal world with the firm’s premier lending, finance and restructuring practices over a majority of its over 150-year history, the group has recently stepped out as one of the elite securities teams that clients turn to for truly complex, difficult matters. With extensive experience across geographies and industries, including infrastructure, energy, aerospace and transportation, gaming and hospitality, telecommunications, financial services, manufacturing, real estate, entertainment, and retail, we are engaged by clients who need a deep understanding of a specialized industry, as well as those who want attorneys with an ability to approach complex global transactions with an industry-agnostic approach.

What types of clients do you represent?

Our practice provides counseling and advice on a wide range of securities and corporate laws and regulations:

Publicly traded companies, such as MGM Resorts International, Nabors Industries Ltd., Arrow Electronics, Red Rock Resorts and Vantage Drilling and a number of leading Latin American companies, such as Cencosud, Gol Airlines, and Embraer

Investment banks, such as Goldman Sachs, J.P. Morgan, BofA Merrill Lynch, Barclays, Morgan Stanley, Credit Suisse, Deutsche Bank, and Royal Bank of Canada

Sovereign issuers, such as Canada, Bermuda, and Guatemala, and

Investors, such as Goldman Sachs Merchant Banking Division and various private equity funds.

What types of cases/deals do you work on?

Rod: My largest client, Goldman Sachs, likes to say they call when there are “a lot of boxes involved”—meaning the deal is very complicated. These almost always involve financing large, international financing of a merger or acquisition or a major strategic undertaking. One of the things I love about my practice is how these deals have changed over the years from purely domestic acquisitions, to domestic companies acquiring an international business, to today where many deals have a limited nexus to the United States, but nonetheless finance the acquisition almost entirely with U.S.-raised capital. For example, in 2017, I represented the underwriters in connection with issuing high yield bonds to fund Carlyle’s $3.2 billion acquisition of Atotech and American Securities’ $2.5 billion acquisition of Air Methods. Just over the past seven years, I have worked with MGM Resorts International to raise billions of dollars from equity, debt and convertible debt offerings, including the first of its kind U.S. “controlled REIT” IPO, and subsequent leveraged acquisitions for MGM Growth Properties REIT.

Marcelo: My experience includes representing leading Latin American-based corporates, private equity groups, U.S. and foreign banks and underwriting firms, and domestic and foreign companies. I have worked on offerings of high yield and investment grade debt securities in the U.S. and international capital markets, including most recently debt offerings by GNL Quintero, LATAM Airlines, Cuervo, and others. I have been involved with IPOs and other offerings of equity securities, including most recently acting in equity offerings by Compañía Cervecerías Unidas, Banco de Chile, Cencosud, ILC, and others.

I also work on structured financings, mergers, acquisitions and investments and project finance and infrastructure transactions in the context of both bank and capital market financings. Variety is something I value in my practice.

How did you decide to practice in your area?

Rod: I began my career working on a variety of matters in the M&A, private equity, corporate finance and capital markets areas, much like associates who rotate through the transactional groups at Milbank. While I enjoyed all of these areas, I most enjoyed capital markets because the focus is working with senior corporate executives and their investment bankers to craft an offering document for investors that captures the heart of the company’s story—both its strategy for growth and success, as well as the risks unique to it and its industry. The access at a junior level to such talented, intelligent and driven people and the deals that were then reported on in the Wall Street Journal and other international publications was the icing on the cake that has continued to make this practice fun, enjoyable, and challenging for all these years.

Marcelo: During law school, I became very interested in the movement of capital between countries, and specifically from the developed to the developing world. When I started my career, I realized that capital markets deals fit squarely within my interest. I could work on IPOs or issuances of bonds that would be invested in the local economies. Plus, in our deals you need to learn a lot regarding a particular issuer’s business and the industry they operate in. You can’t describe a business or give advice to an executive on their best course of action without knowing how their business and industry operate. So at a young age I knew how the electricity system worked in Chile, how the banking system works in Peru, how the telecom networks are linked in Mexico, and how retailers set up their stores in Argentina. There is something new to learn in every transaction.

What is a typical day or week like in your practice area?

We always tell associates that the best and worst of our practice is its unpredictability. We will often come to the office thinking it will be a dull day, only to go home (usually very late that night) working on a deal that will be a headline in the papers in the coming days. As the markets have evolved to emphasize speed and the nearly instantaneous delivery of information to investors, most days are full of calls and conferences with corporate management and investment bankers, reviewing drafts of offering documents that tell the company’s investment story, and reading and thinking about how either a novel problem can be solved or a new legal or regulatory action will change our advice and manner in which we structure offerings.

What is the best thing about your practice area?

The best thing about the practice is that it is always throwing new intellectual challenges at us. Whether it is learning all about a new company (or even a new industry) or collaborating with some of the best business minds in the world to come up with a way to structure a deal involving 30 or more jurisdictions, the challenge to be creative, articulate, and commercially savvy never lets up. In short, it is never boring.

What is the most challenging aspect of your practice area?

Rod: The thing I find most challenging about our practice is time—from working across global time zones to having to meet deadlines that are imposed by the demands of a marketplace for instantaneous news and action. As mentioned, we are generally engaged when a problem requires a non-traditional solution. Under normal circumstances, this is difficult at best, but layer in the fact that these often have deadlines of only a few days, or even hours, and the challenge level skyrockets. It is one thing to be able to come up with solutions to novel problems, it is another to do so under incredibly tight time pressure, but we thrive on this challenge.

Marcelo: I think the most challenging aspect is the multi-jurisdictional dimension. We not only have to structure transactions so that they fit within New York and US laws and regulations, but also within the parameters of whatever other jurisdictions are involved.

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

Half of what we do relates to securities laws and regulations, so any classes that expose you to U.S. statutory interpretation and rule-making will be helpful. The other half is to draft in language that investors can understand disclosure describing how a business operates, seeks to grow, generates revenues and profits, and addresses risks it faces in the global marketplace. While exposure to business, finance and accounting is helpful, it is not at all a “must.” Rather, being a strong writer is essential, so, anything that helps develop those skills will serve you well.

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

The largest misconception is that all we do is copy and paste. Whether it is a disclosure document or a contract we are drafting, the reason we are being hired is because of our ability to generate creative, commercial, non-traditional solutions to problems. Each situation is unique and if that is not recognized, the copy and paste approach will merely exacerbate the problem or even create new ones. What I did not appreciate before joining the practice is how integral it is to the firm’s other practices. At the core of many other disciplines are securities transactions. For example, creditors in a restructuring may exchange their debt claims for new value in the form of equity, new debt, or a combination of new securities and instruments. So we are deeply involved alongside our financial restructuring team in crafting creative resolutions to many of the highest profile restructurings in the market at a given time. The same occurs with all our other transactional and finance practices at the firm.

What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?

The thing that sets us apart from other practices is the focus on disclosure. While the core role we play in advising a company on what its disclosure obligations are and how to best satisfy those obligations has remained the same over the years, the globalization of the markets our clients serve and the time cycles within which they must respond has made this far more of a team undertaking than it was when we were young associates. The days where the partner alone talks to (and hears from) the client are a thing of the past and we depend heavily on associates from the first days in the practice to begin mastering the art and science of advising on disclosure issues.

What activities do you enjoy when you are not in the office, and how do you make time for them?

Rod: I feel I am as busy outside the office as I am at the office, enjoying everything from sports and music to travel and leisure with an amazing family and terrific friends. There is no way I could do this without both a culture in the group that is committed to supporting each other so that we can all pursue our interests outside the office, and a comfort with being a “mobile adopter” weaving my professional and personal life together in a way that allows me the ability to cheer on the kids with my wife at a sporting event, and afterwards respond to a pressing client problem.

Marcelo: The thing I enjoy most outside of the office is spending time with my family. I’ve been happily married for 25 years and one of the keys has been to put a priority on my family. I would not have succeeded professionally without the strong support and understanding of my wife and kids. Similarly, our firm’s culture of support and understanding has enabled me to prioritize my family. It’s not an easy balance, but it is possible here.

Marcelo Mottesi and Rod Miller—Partners, Capital Markets

Marcelo A. Mottesi is a partner in the New York office and a member of the firm’s Global Executive Committee. He is also head of the firm’s Global Capital Markets Group and co-head of Milbank’s Latin America Practice Group. Mr. Mottesi’s practice centers on corporate, capital markets and finance matters. His clients include domestic and foreign companies, as well as U.S. and foreign banks, representing a broad array of industries.

Rod Miller is a partner in the New York office. Mr. Miller’s practice focuses on a wide range of finance, securities and other corporate transactions, particularly in the context of complex M&A financings, leveraged buyouts and initial public offerings. He has extensive experience representing investment banks, public companies and investors in a wide range of industries. In the last two years, he has represented the issuer in the second largest U.S. IPO in 2016 and the underwriters in the high yield acquisition bond offering for one of the largest LBOs of 2017 and the largest announced to date in 2018, as well as the investors in the largest “acquisition preferred stock” deal of 2017. The deals above spanned the gaming, real estate, technology, specialty chemicals, and healthcare industries.

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