Capital markets
City’s financial institutions is ideal for capital markets work,” he observes.
‘Capital markets’ is the term used for financial markets where debt or equity securities are traded. Capital markets lawyers work primarily with transactions involving the issue of debt or equity securities either to the public or to a group of investors. Capital markets practice is closely connected to derivatives and financial regulation. Capital markets lawyers conduct due diligence review on the issuer of the securities, draft the prospectus and other disclosure documents describing the issuer and its securities to the potential investors, negotiate agreements between the issuer and its advisers and navigate the transaction through regulatory hurdles. London’s pivotal position in the global debt and equity markets makes this a significant element of the City’s legal activity. Kristian Shearsby began his career as an early adopter of the US law firms that form a major feature of the City landscape, before making the move to leading UK firmMills & Reeve. He trained at San Francisco-headquartered Morrison & Foerster, before spending nearly eight years at Covington & Burling, another US law firm, where he developed his corporate practice to focus on the tech and life sciences industries. This made a move to Mills & Reeve’s London office in early 2019 the natural next step. “Joining a firm with fantastic clients and offices in a number of strategic sector locations, including Cambridge which is a key UK hub for tech and life sciences companies, enables us to work closely with clients and spend significant time with them, while also having access to the investors and financial markets located in London,” he explains. He works across M&A, venture capital and equity capital markets, with a particularly strong focus on the latter. “Working out of the London office where you are in proximity to the London Stock Exchange and the
Client and team relationships The variety of skills involved in being a good capital markets lawyer shows the value of a broad approach. The work can be split into three main types: initial public offerings (IPOs), secondary fundraisings and day- to-day corporate advisory work. An IPO, where a company floats on the stock market, often involves a major reorganisation as the business goes from being a private limited company to a plc. “To guide a client through the process of preparing for a listing requires a broad range of corporate skills,” he explains. “My work involves liaising with the client at an early stage, usually several months before they look to do the IPO. The actual process often then includes the restructuring of the company’s share capital, establishing a plc-ready board of directors, preparing new constitutional documents, drafting legal due diligence reports and verifying the accuracy of admission documents and marketing presentations, and advising the directors of the board on their obligations as a public company and what this will involve.” As well as client management, the other side of Kristian’s role on a capital markets transaction is “working with the senior associates who are running the day-to-day operations and managing the deal timeline.” From his vantage point, he is also responsible for “looking down the barrel of the transaction, anticipating any roadblocks that could cause delays and ensuring that they are dealt with in advance,” as well as for the pastoral care of his team. At the junior level, trainees and newly qualified (NQ) lawyers assist with the drafting of ancillary documents and help coordinate these large and complex transactions by keeping tabs on all the documents and managing the checklists. At the same time, Kristian explains: “These deals involve a huge
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