James M. Shea, Jr.
Special Counsel, New York
Corporate & Finance
I start the day with a closing of a $500 million securities offering. We often act as designated underwriters’ counsel, and I oversee a team of associates who work regularly on these offerings. These deals are always interesting for one reason or another—in this deal, we had only about three hours’ notice beforehand, so we had to act very quickly. It’s days like this when you really appreciate the quality of your colleagues at S&C—I relied heavily on our first-year associate, who was primarily responsible for making sure everything was completed on time! A closing with no major issues is a good closing, so with everything I needed in hand, I jumped on a call with a client in Italy. I’ll be traveling there later this week to work with them on a large-scale project. Finally, in the late afternoon, I meet with my team on an exchange offer that we plan to file tomorrow to make sure everything is in order. I leave the office around 7:00 p.m. so I can go home and finish packing for my trip to Europe.
I arrive at the office at 9:30 a.m. and I spend most of the day making sure my team has everything they need to execute on our exchange offer while I’m in Italy. I also need to make sure that the New York team who is working on my Italian deal is lined up with everything they need to support us while we’re away. I duck out of the office around 3:45 p.m. and head home to pick up my luggage and jump in a car for the trip to JFK. Once in the car, I dial into a conference call regarding foreign collateral issues arising from a recent secured leveraged finance deal and help the client navigate through the issues stemming from their foreign counsel in over a dozen jurisdictions. Luckily, the call ends just as I get to JFK, where I check in, go through security, and after a brief stop in the lounge, board my plane to Italy.
I wake up as my plane is crossing the Alps from Switzerland into Italy. After touching down in Milan, going through customs and getting in touch with my driver, I’m quickly en route to my hotel where I can take a quick nap, freshen up, and grab a bite to eat before my afternoon meetings begin. We spend the rest of the afternoon in meetings with the client, who is happy to have us there as we begin working on our project. As soon as the meetings wrap up, I go out to dinner with some of my colleagues—you can’t come to Italy without taking advantage of the amazing pasta and wine.
In the morning, I have a meeting with the general counsel and the assistant general counsel to discuss the risk factors in the draft registration statement we’re preparing. The registration statement is our client’s first offering of securities in the United States in almost a decade, and so they rely heavily on us for guidance on market practice. In addition, since the offering involves a cross border merger, the risks from the transaction are particularly unique and require a careful evaluation by the legal team. That afternoon, I participate in a meeting of the entire working group (which includes at least 40 people from two different continents) to discuss the financial statements that will be included in the draft registration statement. Afterwards, I meet with the chief accounting officer to discuss what needs to be done in order to file with the SEC. At the end of the day, I head back to the hotel, change into more comfortable clothes, and order room service.
Our activities on Friday are geared towards reviewing the remainder of the registration statement with the working group in various meetings, most of which I get to lead, which is really exciting and, if I am totally honest, somewhat nerve-wracking. I really enjoy working with this client, and am looking forward to spending the next week with them. I leave the office in the early evening, and take advantage of the nice weather and the late sunset to go for a run. Later that evening, I meet up with my colleague for more pasta and wine!
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