Have you ever wondered what it is that corporate and finance lawyers do? If you haven’t actually worked as an attorney in a corporate or finance practice area, you probably don’t understand what the work involves other than it is “transactional” and does not include going to court. In this article, we demystify corporate and finance practice areas and explain what these kinds of lawyers spend their days (and nights) doing.
Example: Corporate lawyers at the esteemed Wall Street firm of Davis Polk & Wardwell LLPrecently represented Fortune 500 company ConAgra Foods in connection with a cooperation agreement with hedge fund JANA Partners. JANA owns approximately 7% of ConAgra Foods’ shares and invested in ConAgra with the goal of making the processed food giant (and thus JANA’s ownership interest) more profitable. As part of the cooperation agreement – designed to address certain ways in which JANA and ConAgra will cooperate to run the business – ConAgra agreed to appoint two individuals identified by JANA to the ConAgra board of directors.
Example: M&A powerhouse Weil Gotshal & Manges LLP recently advised technology giant Intel Corporation in connection with its acquisition of Altera Corporation, which produces programmable chips. The deal was structured as an all cash purchase valued at approximately $16.7 billion.
Example: As hedge fund JANA Partners’ law firm, Schulte Roth & Zabel LLP, recently assisted private equity client Livingbridge with one of its investment funds, Livingbridge Enterprise 2. That fund will focus on buyout and growth equity transactions in the United Kingdom and will initially invest in transactions requiring £5 million to £10 million (approximately US$7 million to US$15 million) of equity.
Example: Attorneys in this area are prolific writers. Among Bay Area-headquartered Morrison & Forster’s publications in this practice area are: Global Employee Privacy and Data Security Law and Compliance and Information Security and Privacy. Morrison & Forster also has created an on-line privacy library with links to privacy laws, regulations, reports, multilateral agreements, and government authorities for more 90 countries.
Example: In the largest IPO of all time, Simpson Thatcher & Bartett LLP represented Chinese e-commerce giant Alibaba in its 2014 initial public offering. Meanwhile, Sullivan & Cromwell LLPrepresented the lead underwriters of the Alibaba IPO, which included Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and Citigroup. The traditional role of an underwriter is to assume the initial risk of purchasing a large portion of a new issue and then use its connections and influence to quickly resell it to others in the market.
Example: Before Facebook became the massive public company it is today, it was a fledgling start-up in the Bay Area. The law firm that represented Facebook in its 2012 IPO, Fenwick & West LLP, also provided legal assistance to the company in its early start-up days. Fenwick has a reputation for representing start-ups and helping them succeed and along with Facebook the firm has represented Cisco, Intuit, Twitter, and Airbnb.
Example: Cahill Gordon & Reindel LLPrepresented the “sponsor” entity seeking to construct the Mexico City New International Airport. That loan was in the amount of US $3 billion and – like the Genpact loan – is “syndicated” to a group of lenders, each with its own funding “commitment.”
Example: In a 2015 asset securitization deal, legendary Wall Street firm Cravath, Swaine & Moore LLP, represented issuers and/or underwriters in connection with collateralized loan obligation transactions totaling more than US$17 billion.
Example: On the international real estate finance front, one of the world’s largest law firms, K&L Gates, recently represented a Shanghai real estate group on a RMB3.2 billion (approximately US$500 million) real estate transaction involving 400,000 square meters of low-density residential and commercial development land in the Shanghai Sheshan District. Back at home in Texas, Andrews Kurth LLPrepresented the Houston Sports Authority in the development of Reliant Stadium, Minute Maid Park and the Toyota Center, as well as the REIT Capstead Mortgage Corporation in the issuance of more than US $13 billion in mortgage-backed securities.
Example: In the last year, White & Case LLPrepresented a French investment company in connection with an agreement for the financing, construction and operation of a 42MW hydroelectric dam in the Republic of Mali for an estimated total amount of €110 million; the European Investment Bank and other banks in connection with the financing of a US$1 billion thermal solar power project in Israel’s Negev desert; and the sponsor of a US$8 billion expansion of an existing petroleum refining and petrochemicals complex in Saudi Arabia.
Example: Chapman and Cutler LLP handles aircraft financing deals, including recent US$260 million leveraged lease financings for two Boeing 747 aircraft; US$5 billion financings for over 40 Boeing aircraft to Middle East and Asian airlines; and a US$1.2 billion aircraft lease portfolio securitization.
Example: In 2015, Milbank, Tweed, Hadley & McCloy LLPrepresented a group of about 25 lenders in a US$1.4 billion debt restructuring of a major Danish shipping company, TORM A/S. As part of the workout, the company re-capitalized its balance sheet, acquired additional tanker vessels, and certain lenders exchanged part of the debt for equity of the hopefully soon-to-be stronger company.
Example: Shearman & Sterling LLP recently provided regulatory advice to Abu Dhabi Global Market in the creation of an international financial center in the United Arab Emirates; to the futures exchange company Intercontinental Exchange in its purchase of ECX (an exchange group for environmental contracts such as carbon credits); and to banks in connection with European Commission investigations concerning LIBOR (London Interbank Offered Rate), an interest rate index used in every major syndicated bank loan.
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