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Douglas31

Who is more Marketable? Corporate Lawyer or Securities Lawyer?

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Particularly, I am wondering if a young associate is more marketable who practices corporate law (mergers, acquisitions, restructuring, etc) vs a young associate who practices securities law. Relatedly, I was wondering the potential promising exit options for both scenarios. (In house, executive positions, business/start up options, governmental, other ones I'm not thinking of?)

I had the impression that a corporate lawyer would have a more broad skillset and could have more flexibility in post law options, however I am now seeing/hearing, that securities lawyers may be more coveted and may be more valuable for in house positions? Can someone comment on this?

I like both areas of practice and am trying to see where both type of practices could potentially lead if I decide to leave law at some point.

Thanks

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As an articling student I do not think I can comment on the differences in marketability, but I will say that, at least at my firm, there is not as clear a divide between securities and corporate lawyers as one might think. Many of the lawyers who I would classify as "primarily securities" lawyers do some corporate work, and vice versa.

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Securities lawyers are corporate lawyers who specialize in securities law. A securities law can more often than not do a corporate lawyer's job. Not the other way around.

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I think the question is suffering from the ambiguity of the meaning of "corporate lawyer" - it can have different meanings in different contexts (e.g., as Rashabon points out, in one sense of the meaning, all securities lawyers are corporate lawyers but not all corporate lawyers are securities lawyers.)

What do you mean by corporate law?

I ask because you list two pretty distinct areas of law as examples: M&A and restructuring.

Assuming that by "restructuring" you mean bankruptcy and insolvency, and not other types of restructurings, like tax driven corporate re-orgs, which are also distinct from each other.

If it helps, exit options for all corporate lawyers (including securities lawyers) seem to be pretty good.

 

 

 

Edited by conge

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3 hours ago, conge said:

I think the question is suffering from the ambiguity of the meaning of "corporate lawyer" - it can have different meanings in different contexts (e.g., as Rashabon points out, in one sense of the meaning, all securities lawyers are corporate lawyers but not all corporate lawyers are securities lawyers.)

What do you mean by corporate law?

I ask because you list two pretty distinct areas of law as examples: M&A and restructuring.

Assuming that by "restructuring" you mean bankruptcy and insolvency, and not other types of restructurings, like tax driven corporate re-orgs, which are also distinct from each other.

If it helps, exit options for all corporate lawyers (including securities lawyers) seem to be pretty good.

Agree with all of this. "Corporate" lawyers (as distinct from securities lawyers) also generally only practice private M&A (or help out on a pre/post-closing reorg from an M&A deal). Public M&A is largely practiced by "securities" lawyers (who can do private M&A, because there's no magic to it compared to public M&A).

A securities lawyer isn't exclusively a capital markets/corporate governance specialist.

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5 hours ago, conge said:

I think the question is suffering from the ambiguity of the meaning of "corporate lawyer" - it can have different meanings in different contexts (e.g., as Rashabon points out, in one sense of the meaning, all securities lawyers are corporate lawyers but not all corporate lawyers are securities lawyers.)

What do you mean by corporate law?

I ask because you list two pretty distinct areas of law as examples: M&A and restructuring.

Assuming that by "restructuring" you mean bankruptcy and insolvency, and not other types of restructurings, like tax driven corporate re-orgs, which are also distinct from each other.

If it helps, exit options for all corporate lawyers (including securities lawyers) seem to be pretty good.

 

 

 

When I say Corporate, I mean M&A and Corporate reorgs

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It seems to me that a securities lawyer can do M&A and corp reorgs, but a corporate lawyer can't do securities law. Securities law seems more versatile 

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3 hours ago, Douglas31 said:

It seems to me that a securities lawyer can do M&A and corp reorgs, but a corporate lawyer can't do securities law. Securities law seems more versatile 

I don’t think securities law is more versatile, so much as securities is a specialized subset of corporate and that specialization allows for both more and less specialized work. 

At least that’s what I’ve taken from this conversation. I don’t even really know what a security is. 

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I know just enough about this topic to know that every piece of advice above is deficient in some way. 

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t seems to me that a securities lawyer can do M&A and corp reorgs, but a corporate lawyer can't do securities law. Securities law seems more versatile



Not true. Many corporate lawyers do both M&A as well as securities.

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Doesn’t M&A often involve giving advice on how to distribute/deal with securities? There would seem to be overlap between the two.

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On 10/10/2018 at 5:35 PM, Douglas31 said:

It seems to me that a securities lawyer can do M&A and corp reorgs, but a corporate lawyer can't do securities law. Securities law seems more versatile 

No. 

 

IMO, if you're a securities lawyer, man oh man will you need those exit options. (of course, there a few, very few, who actually enjoy it. However, they present as "on the spectrum", in my experience). 

 

 

Edited by QuincyWagstaff
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2 hours ago, providence said:

Doesn’t M&A often involve giving advice on how to distribute/deal with securities? There would seem to be overlap between the two.

Public M&A does, which is why securities lawyers tend to take the lead on public M&A transactions. Private M&A typically does not and corporate lawyers that don't have securities law experience tend to wing it by ramming everything through the private issuer or accredited investor exemption if needed.

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49 minutes ago, QuincyWagstaff said:

No. 

 

IMO, if you're a securities lawyer, man oh man will you need those exit options. (of course, there a few, very few, who actually enjoy it. However, they present as "on the spectrum", in my experience). 

 

 

This. I am a corporate lawyer but opted out of securities work years ago for this reason. I think it might get a bit more interesting once you’re actually handling the prospectus itself but the junior work was tedious. 

“Corporate lawyers” are fairly accurately described in the Canadian Lawyer article - it doesn’t just refer exclusively to securities or M&A lawyers and also includes lending/financial services lawyers and those with a more hybrid practice (e.g. securitization). There are fewer landing spots for securities lawyers, as it is a more specialized practice area and, by definition, a type of in-house lawyer that is really only needed/justified at larger public companies (i.e. one that is required to keep abreast of ongoing compliance requirements and filings) or at a regulator such as the OSC. 

Someone who is an actual “securities lawyer” (i.e. a specialist) would not dabble in reorganizations or M&A work. It isn’t uncommon, however, to see someone who specializes in both securities and M&A work (likely focused on public M&A) or both securities and lending work (likely working on securitizations or corporate debt offerings) 

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28 minutes ago, Rashabon said:

Public M&A does, which is why securities lawyers tend to take the lead on public M&A transactions. Private M&A typically does not and corporate lawyers that don't have securities law experience tend to wing it by ramming everything through the private issuer or accredited investor exemption if needed.

I thought private M&A deals don’t usually involve securities? No?

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16 minutes ago, providence said:

I thought private M&A deals don’t usually involve securities? No?

Not always. If your acquisition is structured as a share purchase rather than asset purchase, or you want to issue securities to the seller, you’ll engage the securities regulatory rules. They can be simple in those scenarios but not always.

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