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2021 DIVERSITY DATABASE UNDERWRITER Fried, Frank, Harris, Shriver & Jacobson LLP

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

Meredith Mackey, Partner—Capital Markets

Meredith Mackey is a partner in the Corporate department and the Capital Markets practice, residing in Fried Frank’s New York office. Meredith advises investment banks and lenders in corporate finance transactions, particularly with respect to leveraged loans and high-yield debt. She also advises underwriters and issuers in public and private equity offerings. She has worked on offerings in a variety of industries, including natural resources, industrials, health care, and technology. Prior to joining Fried Frank, Meredith served as vice president at Goldman Sachs’ Loan Negotiations Group.

Meredith is recognized by Legal 500 in Capital Markets: Equity Offerings and High-Yield Debt Offerings, and has been recognized in Finance: Commercial Lending.

Meredith received her J.D. from the University of Pennsylvania Law School in 2002 and her B.A. from Boston College in 1999.

Describe your practice area and what it entails.

I am a capital markets lawyer, primarily focused on representing investment banks and lenders in corporate finance matters. I work closely with top investment banks in large and complicated capital raising transactions, including high-yield bond offerings, leveraged buyout financings, and equity offerings, such as IPOs and secondary sell downs. In addition, I sometimes represent issuers and borrowers in their capital raising needs. My practice is quite broad and can include analyzing and negotiating debt structures and covenant packages; researching and advising on securities laws and UCC-related issues; and executing deals, including negotiating and documenting complex capital raising transactions.

What types of clients do you represent?

I work with many top investment banks and financial institutions, including Citi, Credit Suisse, Goldman Sachs, and JP Morgan. At the banks, I liaise with people on various teams, including bankers in the leveraged finance, debt capital markets, and equity capital markets groups, as well as lawyers in the banks’ in-house legal groups. Certain of my clients are senior bankers who have been working in the financial services industry for many years, while others are junior team members just learning about transaction execution. 

I also work with some large public companies and liaise with their executive teams, most often the chief financial officer and general counsel.

What types of cases/deals do you work on?

My practice is primarily focused on the debt side of capital markets, which means I work on high-yield bond offerings and leveraged loan transactions, typically representing underwriters and lenders. Often, we represent the investment banks as underwriters or lenders on multiple transactions for the same issuer over time. For example, we regularly represent the various investment banks involved in debt and equity financings for Clarivate, a leading analytics company. In the last year or so, we have advised those parties in seven significant debt and equity capital raisings for Clarivate. These include the financings related to Clarivate’s acquisitions of CPA Global Limited and Decision Resources Group, as well as the bank and bond refinancing of Clarivate’s debt following its merger with Churchill Capital Corp.

How did you choose this practice area?

As a summer associate, I was certain I wanted to be a litigator. My image of a lawyer at that time was only someone who argued a case in court. During my summer internship, I worked on an extremely high-profile intellectual property infringement case. I was fascinated by the assignment, and for weeks, I spent all of my time researching and writing, alone in the quiet of my office. When I presented my findings to the partner on the case, it turned out that the parties had decided to settle, and my hard work wasn’t going to be needed.

Deflated, I went for coffee with my associate mentor for advice. He suggested I work with him on a high-yield-bond deal. I told him, “I don’t like math, and I don’t like finance.” He said, “But you don’t seem to like litigation either!”

I stepped in and worked on my first high-yield-bond deal. I loved the fast pace and the collaborative nature of the practice. I found that I thrived when working with a team of people who were collectively focused on getting a deal done. Ultimately, capital markets (or any practice) doesn’t have to be a practice that you plan for or choose. Sometimes you just find something that clicks with you, and you take a chance and go with it.

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

One thing I like best about my practice is that there is really no “typical” day. There is a huge variety in my day-to-day, based on the timing, nature, and structure of the transactions on my desk. However, I think there is a misconception that attorneys are poring over documents every hour of every day. I don’t spend my day quietly in my office reading. Rather, I tend to spend all day on the phone—talking to clients, opposing counsel, and my team. We spend “business hours” talking through issues and solving problems. In the evening, when it quiets down, I turn to documents and spend time diving into the reading and writing.

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

Any law student looking towards a career in finance or capital markets will benefit from taking classes in basic financial accounting. Classes such as Corporations, Securities Regulations, and Financing Transactions are also quite useful in providing insight into the regulatory underpinnings of the work that we do on a daily basis. However, at almost any law firm, junior attorneys will receive a lot of on-the-job training in both the formal and informal context, so no need to worry if you haven’t completed some or all of these courses when you start practicing.

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

The most challenging, but also the most exciting, aspect of my practice is the unpredictable nature of the work. Because our deals are episodic and market driven, we can operate on very quick timelines and with very short notice. Due to the unpredictability, on any given day, it can be challenging to find a work-life balance. However, on those hectic days, I take a deep breath and remember that once I get past an urgent deadline, I will be able to turn my attention to other things. Working under tight deadlines and with time pressure can also help in distilling what is really important and really meaningful. When I’m busy, I find that I tend to waste less time and take more advantage of my personal time, using it to do things I truly enjoy. Also, taking a long-term view of your work-life balance is very helpful. Not every day will be a perfect balance, but over the course of months and years, that balance emerges. Having that long-term perspective becomes easier as you practice longer and get more accustomed to the cyclical nature of the practice.

What are some typical career paths for lawyers in this practice area?

A fabulous benefit of a career in capital markets is the broad variety of opportunities for attorneys in this area. Many associates stay at the firm and follow the traditional path to become partners and special counsel. Another common path is to work in the in-house legal department at major investment banks or financial institutions, focusing on the same issues from a client’s perspective. Many attorneys also join the in-house legal departments of large public companies, often handling corporate governance matters and SEC filings for the company. As we regularly work with in-house legal teams, there have been many times when former teammates have become clients. The firm also has a strong alumni network, and it is always great to stay in touch with those seeking paths beyond the firm.

In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?

COVID-19 has dramatically affected every one of my clients, either in a positive or negative way, depending on their businesses and industries. Because of the volatile and changing landscape, I have remained incredibly busy through this time. At the outset of the pandemic, I assisted some clients with capital raises aimed at addressing liquidity concerns; others were seeing opportunities to raise additional capital or raise their stakes in other companies.

Practicing in an entirely remote environment has been a big adjustment. It’s become obvious how important personal relationships are (both with my clients and my internal team), and I try to take steps every day to make sure to maintain and nourish those relationships. I go out of my way to include all my team members on conference calls and in virtual meetings so that they are up to speed and involved in all details of the transaction, especially since we’re not all in the same office. On those virtual meetings, you’ll also see that I now spend all day lawyering in my Lululemon gear.

How do you prepare for a negotiation?

I find that I am most prepared for negotiating when I over prepare. I follow a pretty standard process when I get comments to a document and need to discuss them with a client or with opposing counsel. First, and most importantly, I read every comment very carefully and think about how each one impacts the overall transaction and how each one fits into the markup as a whole. I then spend time thinking about why the other side is making the comment, what they stand to gain, and what my clients could lose. I then make decisions about the points that I believe will be most important to my clients and which points they may be willing to concede. I also consider what the opposing counsel may be focused on and where they may be willing to compromise. Finally, I research recent similar transactions to figure out what is “market” on the open points. I look at other deals that the firm was involved in, as well as large public transactions. 

Most importantly, I spend time thinking about what good compromises might look like for each comment. I was taught as a young lawyer that while it might be easiest to say “no” to comments, it is very often not the right answer for the client. So, I try to say “yes” as often as possible and see how I can work to make a successful transaction happen.