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

Christopher Ross, Partner—Corporate

Christopher (“Chris”) Ross is a partner in the firm’s Finance and Restructuring practice. Chris’ practice predominantly consists of representations of lead arrangers and lenders—including banks and non-bank lenders (also known as “alternative” or “direct” lenders)—in syndicated and non-syndicated domestic and cross-border finance transactions, including asset-based loans, cash flow loans, and other types of financing arrangements. These transactions frequently involve complex intercreditor relationships, sophisticated or private equity-backed borrowers, cross-border considerations, and specialized collateral. Chris often advises on financings that are consummated in the context of other transactions such as acquisitions, recapitalizations, and restructurings. He has expertise in the Uniform Commercial Code, bankruptcy law, intercreditor arrangements, contract law, and secured lending generally, and has experience in a variety of industries including technology, health care, energy, retail, media, communications, and manufacturing.

For more information about Chris’ practice, please refer to: 

Describe your practice area and what it entails.

I represent lenders in complex financing transactions of various types across multiple segments of the loan market and which serve a variety of purposes. For example, I regularly represent banks in connection with asset-based lending facilities, which are often used by companies for working capital and general corporate purposes. Many of my transactions are also event driven because one of the major sources of business for my lender clients is financing the acquisition of companies by private equity investors. In addition, I represent many “alternative” or “direct” lenders that provide acquisition financing but also look for special situations and unique lending opportunities. The breadth of my practice and diversity of clients really keeps things interesting to me.

What types of clients do you represent?

My client base is broad and includes traditional regulated banks as well as alternative lenders, such as investment managers, private debt funds, investment funds, specialty finance firms, commercial finance companies, and others. These representations generally are confidential, but my clients include many of the world’s most well-known capital providers, who invest in the middle market as well as the large-cap space.

What types of cases/deals do you work on?

My practice focuses on complex finance transactions and credit arrangements, including those featuring a junior capital component or multiple tranches of debt.

Examples include the representation of:

• The agent and principal lender of a $330 million financing package, the proceeds of which were used by a private equity investor to finance the acquisition of a specialty manufacturer. Working with colleagues from the firm’s Intellectual Property and Bankruptcy groups to analyze the collateral and enforcement implications of a critical patent license granted by a German company and governed by Swiss law, we conceptualized and implemented a bankruptcy remote special purpose vehicle to hold the patent license and ensure the client’s interests would be protected in the event of the borrower’s insolvency.

• The lenders, agent, and lead arranger of a $280 million initial term loan facility and a $45 million delayed draw term loan facility to a provider of fiber optic network services, the proceeds of which were used to refinance certain existing indebtedness of the company and for capital expenditures. This transaction required a federal and state-by-state analysis of complex collateral and approval issues due to the regulated nature of the company’s business.

• The agent and a lender in connection with the refinancing of a syndicated $775 million asset-based lending facility for a refined oil products distributor. 

• The agent and lender of a $575 million first lien term loan facility and a $200 million delayed draw term loan facility to finance the acquisition of a leading provider of machine vision and artificial-intelligence-powered video telematics solutions for commercial, public sector, and field services fleets by a private equity investor.

How did you choose this practice area?

Prior to law school, I had a job at a litigation consulting company where I prepared specialists in the areas of statistics and economics to testify as expert witnesses in commercial litigation. I enjoyed the challenge of analyzing the complex financial instruments that were often the subject of our cases and found that the attorneys always seemed to have the deepest understanding of those transactions. Therefore, I attended law school with the intent of practicing corporate law. When I began my practice in the finance group I was immediately energized by the quick turnaround and short deadlines involved in transactional work. I quickly grew to appreciate that our clients rely on us for our market knowledge and business sense, as well as to brainstorm and structure bespoke solutions to address unique issues.

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

There really is no typical day in my practice, and while I might begin the day thinking I know what to expect, things can change quickly; therefore, it’s useful to be very flexible. Any given day will likely involve drafting documentation or reviewing others’ written work, discussing issues with clients and formulating our position and approach, and negotiating deal terms with opposing counsel. Structures vary greatly from deal to deal, and it requires a thoughtful approach to each client and each transaction—there is never a “one-size-fits-all” solution. I also spend time teaching and mentoring junior associates and prioritize deepening and strengthening client relationships as well as forging new ones to expand my practice.

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

All corporate-related classes will be helpful, especially those that focus on contract drafting and interpretation. Secured transactions and bankruptcy are also key elements of my practice, so any substantive knowledge a student can gain from those classes will give them a great head start. Corporate Finance, which is often a business school class, is also useful because it provides attorneys with the background and vocabulary to allow them to speak to clients in their own language. Ultimately, on-the-job learning is more important than classroom knowledge, and an attorney who takes ownership of their career and skill set—and understands that the market is always evolving and that dynamics vary greatly from deal to deal—will find that ongoing self-study pays off in the long run.

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

The most challenging aspect of the finance practice is that it is incredibly dynamic. Deadlines are always short, and the areas of focus vary from deal to deal and can also evolve quickly.  Juggling multiple transactions at once (many with cross-border or intercreditor issues, which each add layers of complexity) requires finance attorneys to be very flexible, but successful ones find these elements of the practice invigorating.

What are some typical tasks that a junior lawyer would perform in this practice area?

Junior lawyers will often start off drafting and revising ancillary documents and tracking the status of documents, signature pages, and UCC filings on a closing checklist. However, one of the great aspects of our practice is that we do not slot associates into a particular role based on their class level. Associates at all levels are encouraged to take on as much responsibility as they are comfortable with, and by showing their competency, they are afforded the opportunity to take ownership of more difficult documentation and lead the negotiation of more complex aspects of their deals.

What kinds of experience can summer associates gain in this practice area at your firm?

Due to the fast-paced nature of our deals, summer associates in our group may have the opportunity to see a transaction through from start to finish during their short time at the firm. As we have found that they are able to complete many of the same tasks that would otherwise be assigned to regular associates, we treat summer associates just as any other associate in our practice group. Summer associates will have the opportunity to participate meaningfully in all aspects of the transaction and get the true experience of a finance associate.

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

While many attorneys will choose to stay in the practice as lawyers within the firm, others may seek to go in-house. We have relationships with dozens of banks and private credit lenders, and there are always opportunities for in-house legal placement at these institutions. In addition, some attorneys will follow their interests towards the business side of transactional work and may ultimately find themselves in the role of clients.