Underwriter or Issuer Side Equity CapM Forum

[Anonymous User]

What are the meaningful differences here with regard to exit options and lifestyle? Tech/SV focused such as at a firm like Goodwin or WSGR. If you start on the underwriter side, is it hard to move to issuer side later?

Thanks all!

[Anonymous User]

Sixth year here. Did underwriter side work for the first several years, lateraled and now do exclusively issuer side work. The primary differences are:

(i) drafting slightly different documentation (i.e. pro-supp/resos/transfer agent stuff versus UA/FINRA/DRRLs/other underwriter docs; and

(ii) when you represent the issuer, you are more of an "ongoing" adviser in the sense that you are not engaged just on a "deal" basis. Instead, you are dealing with Exchange Act work, corporate governance, etc. on an ongoing basis in between the deals and you interact more closely with the executives throughout the year.

Moving from one side to the other is not hard -- if you switch firms and your new firm does one or the other, they will integrate you and you will have no problem switching sides.

Lifestyle and hours are largely the same -- when a deal needs to get done, everyone is grinding whether you are representing the company or the bank.

Can't speak to exit options as I haven't really gone down that route, but I'd imagine if I were interviewing for in house positions, the issuer-side work is easier to speak to because it relates more to what a general counsel / in house legal team does on a daily basis in comparison to the UW side work. Of course, this would not be the case in rare exceptions such as if you were interviewing for legal counsel position at an investment bank on their underwriting team.

[Anonymous User]

Do you feel like the practice area involves substantive law or keeping up with any regulatory developments?

[Anonymous User]

Do you feel like the practice area involves substantive law or keeping up with any regulatory developments?

(same anon as above)

The practice area has the potential to be substantive, but it depends on your clients. If you are representing the same client that just does three or four deals a year off of a shelf, you're not going to do much substantive legal work. When that happens, its really just duping out documents and changing dates. For example and given that the thread is titled "equity CapM": if you are just doing follow-on offerings after an IPO for instance, there's not much legal analysis involved. You are basically a robot at that point.

There is way more room for substantive legal analysis when you are doing complex capital markets transactions for unusual securities, or you have particularly creative clients who push the limits of the rules.

Obviously, you have to keep up with changes to the SEC regs and form requirements (which there were several during the Clayton SEC and now there will be more under the new SEC), but these are not particularly difficult.