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