Banking & finance

Banking & finance

Sam Sherwood

Kirkland & Ellis International LLP

University: University of Nottingham
Degree: Law

Banking and finance is a global industry involving a wide variety of financial products, ranging from simple bank loans to companies to highly structured financing arrangements across multiple jurisdictions. The rise of internationalisation and the development of increasingly sophisticated financing structures mean that modern banking law and practice is becoming ever more complex. In the post-financial crisis era, banking and finance lawyers find themselves at the forefront of the evolution and recovery of the industry. 

Despite an inkling that life at the Bar might suit him, Sam Sherwood ultimately opted for the more commercially driven life of a solicitor: “I wanted frequent client contact and was keener on working in a team as a business adviser, as opposed to the perhaps more solitary existence of a barrister.” He recalls the “sometimes disheartening” process of making training contract applications, but advises that keeping focused is the key. He joined a top City firm as a trainee in September 2012 and Kirkland & Ellis (K&E) as an associate in the debt finance team in 2015.

PE at K&E

K&E’s debt finance work is almost exclusively centred around leveraged finance. Sam explains what this means day to day: “At K&E, we don’t often act for banks - our clients are predominantly private equity (PE) sponsors. A lot of our work centres around leveraged buy-outs - essentially, helping a sponsor to borrow money through private loans or in the capital markets to enable it to acquire a business or asset - but we also assist on large restructurings and are frequently instructed on lender-side mandates by the credit arms of PE houses. You are always given a lot of responsibility, but at my level you are expected to handle the ancillary and security documents, as well as overseeing the conditions precedent process. However, it is not uncommon to assist with the drafting of commitment papers and, if a bid is successful, to put together the first draft of the credit agreement.”

The nature of these deals is that they are, almost without exception, international. “I am currently working on deals for a sponsor that hopes to acquire two businesses, one in Norway and another in Germany,” says Sam. “We’re in the process of putting the financing commitment papers together - the documents under which a lender agrees to lend and the key terms on which they are willing to do so - so that the sponsor can present them to the vendor as part of its bid. It is very international work - I’ve been here for over a year and I’ve only done one deal where the acquired business was located in the United Kingdom. Our clients have global reach and look at opportunities all over the world, although being in London, most of our deals involve European companies. That said, I recently worked on a deal where our client acquired a portfolio of assets in Australia and New Zealand. This gave me the opportunity to travel and allowed me to work in our Hong Kong office for two months, as well as spending time in Sydney. The international angle is exciting and it gives you a truly global perspective.”

The Antipodean deal was a career highlight for Sam – he explains why: “Doing that particular deal was fascinating because it involved a strategic acquisition by a key client and I got to travel, attend meetings overseas and take a prominent role. It was just me and two partners on the entire deal, so it was great exposure. I got to know the client really well and understand how they operate internally – something which lawyers of my level often don’t experience.”

“Our clients expect us to know which terms are achievable, especially in our sector where shifts can happen quickly; you are seen as a business adviser rather than just a black-letter lawyer”

Get the buzz

Sam also enjoys the adrenaline rush that comes with short timeframes: “I remember a deal where we were instructed on Thursday and had signed the credit agreement the following Tuesday! It was hard work with long days, but a real rush and the client was very happy. Working across time zones can also have an impact on the length of your day as it’s often difficult to schedule calls without inconveniencing someone - although luckily, being in London, you’re often in the middle!”

Sam notes a continued convergence between the way deals are financed in Europe and the United States: “Working in leveraged finance means that you’re always at the forefront of new developments and we’re continuing to see appetite for capital structures that are traditionally more commonplace in the US market.” The vicissitudes of the economy more generally are mitigated by the firm’s core strengths: “As K&E is PE-focused, our clients are always active throughout the economic cycle; when there’s a boom we’re busy with buyouts, but when there’s a downturn, we are brought in to advise on restructurings. PE houses are flexible and are adept at finding value regardless of the economic environment.”

Take an open-minded approach

The qualities that will stand you in best stead in the world of banking are resilience and enthusiasm, claims Sam: “The hours can be unpredictable and you have to maintain good attention to detail, but enthusiasm goes a long way. If you’re on the fence about whether to do a banking seat, it’s better to just jump in and see. You get real responsibility early on and will genuinely play a crucial role in the deal, even as a first-seat trainee, which is hugely exciting. More generally, try and keep an open mind during the training contract; your skillset and what you enjoy in practice may be very different from your initial perceptions or your experiences from law school. In addition, don’t shut down if you find yourself in a seat you think you’re not going to like – it’s better to give it your best shot and you will inevitably take something away from it, even if you don’t want to qualify there.”

Commerciality is also key, as you would imagine working in the financial sector: “Commercial awareness is important and our clients expect us to know which terms are achievable, especially in our sector where shifts can happen quickly. You are seen as a business adviser rather than just a black-letter lawyer. This happens naturally in practice but it’s important to get a general appreciation of what’s going on before you start. The business pages in the broadsheets are generally more user-friendly than the FT and there are countless blogs on developments in the legal sector.”

In terms of how to prepare and learn more, Sam advises getting out there for some much-needed face time. “Go to law fairs, speak to trainees, have frank conversations about what their days are like – all of which will give you a good idea of what’s ahead,” he says. “You can read all the promotional literature in the world, but talking to people who have gone through the process and are currently training is a much better indicator of whether a firm is a good fit for you. You’ll get great training and good quality work at most City firms, but it’s just as important to enjoy it!”

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