Capital markets

Capital markets

Harry Coghill

Macfarlanes LLP

University: University of Oxford
Degree: Modern languages - German and Italian

‘Capital markets’ is the term used for financial markets where debt or equity securities are traded. Capital markets lawyers work primarily with transactions involving the issue of debt or equity securities either to the public or to a group of investors. Capital markets practice is closely connected to derivatives and financial regulation. Capital markets lawyers conduct due diligence review on the issuer of the securities, draft the prospectus and other disclosure documents describing the issuer and its securities to the potential investors, negotiate agreements between the issuer and its advisers and navigate the transaction through regulatory hurdles. London’s pivotal position in the global debt and equity markets makes this a significant element of the City’s legal activity.


Choosing a career is a long-term commitment, so it is important to think about whether you will continue to enjoy doing something years down the line – a consideration that was key in Macfarlanes partner Harry Coghill’s decision to become a solicitor. “I considered becoming a barrister when I was starting out, but I wanted to be part of a team and to be doing transactions,” he explains.

Following a modern languages degree at Oxford and a law conversion, Harry trained as a solicitor at Slaughter and May, before making the move to Macfarlanes in 2011. As corporate lawyers, he and his team have “a broad practice which includes a mix of both private and public M&A, private equity and equity capital markets. I personally focus on the private M&A and public company sides,” he elaborates.

City finance

Equity capital markets work, Harry explains, is about “advising clients on the different methods of raising equity finance and the regulatory framework around those methods. That involves drafting documents, but also management of the process. Equity capital markets deals can be large and complex because there are often a lot of advisers involved, so some types of transaction are six months in the making. On the regulatory side, we liaise with the UK Listing Authority, the regulator that reviews the transaction documents that we draft.”

Mastering both the granular detail and the wide scope of these transactions takes time, so while trainees learn the ropes, at partner level the role is more centred around management. “A transaction will likely involve trainees verifying and drafting ancillary documents and associates being responsible for drafting the prospectus,” Harry explains. “Being at partner level means I now spend more time giving advice and managing the team.”

“Building client relationships is part of the fun of the job and the clients with whom I have the best relationships are those who end up calling me about all sorts of different things – not just corporate law, but about their wider businesses”

The scale of finance in this practice area naturally means that transactions often involve household names. “The biggest highlight of my career so far is probably the landmark Verizon-Vodafone transaction in 2014,” he recalls. “It involved issuing $60 billion of shares and listing them on the London Stock Exchange – I don’t think I’ll be doing that very often!”

However, the real satisfaction of the job for Harry is on a more personal scale. “I enjoy being an adviser to our clients and that my judgment is valued,” he confides. “Building client relationships is part of the fun of the job and the clients with whom I have the best relationships are those who end up calling me about all sorts of different things – not just corporate law, but about their wider businesses.”

And what about the job does he like least? “Not being in control of my own destiny. As a corporate lawyer your life can turn on a sixpence – that gets better as you become more senior because you can manage teams and clients more, but certainly when you start out you have to be prepared to be very flexible with your plans.”

Hot topics: Brexit, corporate governance and AI

Harry is – understandably – reluctant to speculate about what form Brexit will take and how it will affect lawyers in this area, but notes an interesting trend: “In 2018 a lot of the firms listing are financial services firms, accounting for just over half of the total proceeds raised on the London stock market, which is a positive indicator for the future of London as a financial centre.”

An issue that aspiring trainees should certainly read up on, however, is “the interesting debate going on regarding the standards of corporate governance on the London stock market, particularly the recent changes to the rules to accommodate sovereign wealth funds owning large chunks of listed companies, which arguably have one eye on attracting Saudi Aramco to listing on the London stock market when it comes to market.”

Looking at the wider solicitors’ profession, Harry identifies artificial intelligence (AI) as a key issue that will affect lawyers over the next few years and beyond. “At trainee level, it will be important to ensure that trainees are still able to do some of the work – such as due diligence – which has traditionally been one of the ways of learning the job, but which AI might be able to do more efficiently in the future,” he observes.

The value of experience

Legal work experience is crucial for candidates aiming to join a City firm to work on these kinds of large-scale corporate transaction. To that end, Harry recommends applying for vacation schemes: “Vacation schemes are a great way to gain experience and it is important to gain as much as you can. The experience will improve your CV, but vacation schemes are also a major part of the training contract recruitment process at many firms in the City.”

Finally, Harry shares some valuable advice that he was given as an associate: “Someone once told me that to be a good solicitor you need to be the ‘three As’ – able, available and affable. That means being bright and knowing the law, being flexible and able to put the client first – we are in a competitive world where clients expect to be able to get hold of you and for you to enthusiastically embrace their issues – and being able to get on with the client on a personal level and build a relationship with them.” If you can do all that, this could well be the career for you.

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