Securities/Capital Markets Law is the practice area of lawyers who represent entities that issue securities to raise capital, security holders seeking to sell their securities, and banks that underwrite and sell such securities. This area of law focuses on the raising of funds on the Capital Markets either as distinct tables or under a wider umbrella. This includes offering guidance on equity offerings transactions such as initial public offerings, follow-on offerings, right offerings, capital increases, ADR / GDR offerings, accelerated book builds and block trades, derivatives, and securitization. These high-level financial specializations require vast knowledge of economics and economies, but legal English is an equally important focus for the well-trained lawyer.
This sweeping area of corporate business law includes Commodities. There is some overlap between other areas of law when discussing legal work where derivatives covers regulatory work, trade finance concerns largely transactional matters and physicals ranks those involved in commodities disputes. Practitioners deliver advice on a range of both soft and hard commodities from cash crops to coal, oil and gas, metals and carbon credits. Typical clients include commodities trading houses, export credit agencies, financial institutions, freighters and insurers.
Solving Drafting/ Editing Problems:
- Negotiation – Detailed and careful negotiations are key aspects of Securities Law. Lawyers will be required to negotiate approval of a listing on the stock exchange. This involves the submission of documentation, certifications and letters that prove the client satisfies the listing requirements. Issuer’s and underwriter’s counsel work together with a team of bankers, accountants, insurers and an issuer’s management to get securities issued. “There is a very collaborative atmosphere,” says Bill Whelan, corporate partner at Cravath, Swaine & Moore.
- Research/Regulatory – Proper and advanced legal English will be especially important when it comes to the background work involved with Securities Law. This is the case whether it’s working with the client and its accounting firm to prepare and file a registration statement with the Securities and Exchange Commission (SEC) or performing due diligence on the issuer company and draft a prospectus (as part of the registration statement) that provides a welter of information about the company and its finances, as well as past financial statements.
- Writing Skills – Lawyers in this field will be required to assist accountants in drafting a comfort letter, assuring the financial soundness of the issuer. They will also be required to finalize the underwriting agreement and other documentation. The content and organization of prospectuses tends to be fairly standard, but lawyers consider working on them a rewarding exercise because a good deal of creative writing is required to clearly communicate a company’s narrative.
Legal Writing Resources:
- Legal Writing EU’s free Commercial Law Glossary – 250 of the most frequent and important words and phrases. Also used as a Twitter daily vocabulary practice tool.
- https://briefcatch.com – BriefCatch is a Word plug-in that offers editing suggestions that you can implement in real time. The program not only catches common mistakes but spots editing and advocacy opportunities that many lawyers and other writers miss.
- https://www.unidroit.org/capital-markets – Online Resource – UNIDROIT Work and Instruments in the area of Capital Markets.
- https://academic.oup.com/cmlj – Capital Markets Law Journal – Vast resource of articles and other writings regarding Capital Markets.
- https://www.stlouisfed.org/education/tools-for-enhancing-the-stock-market-game-invest-it-forward – U.S. Federal Reserve (St. Louis) – Tools for Enhancing the Stock Market Game.
Courses & Employers:
- https://www.davispolk.com/practices/corporate/capital-markets – Top Ranked Law Firm for Capital Markets Law.
- https://www.skadden.com/capabilities/practices/capital-markets/cc/capital-markets – Top Ranked Law Firm for Capital Markets Law.
- https://capital-markets.law.columbia.edu – Columbia University’s LLM in Capital Markets is world-renowned and one of the best schools in the field.
- https://www.law.nyu.edu/llmjsd/corporationlaw – NYU Law School’s LLM in Corporation Law is highly competitive but should be on the shortlist of anyone seeking to master this area of law.
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