About Us
Rothschild & Co is a leading global financial services group with seven generations of family control and a history of over 200 years at the centre of the world's financial markets.
Our expertise, intellectual capital and global network enable us to provide a distinct perspective that makes a meaningful difference to our clients, communities and planet.
We have 4,600 talented specialists on the ground in over 40 countries around the world, enabling us to deliver a unique global perspective across four market-leading business divisions – Global Advisory, Wealth Management, Asset Management and Five Arrows.
As a family-controlled business built on relationships, we place a huge emphasis on our people and finding the right colleagues to take our business forward.
Rothschild & Co is committed to an inclusive and supportive environment where different perspectives are valued. We are focused on the attraction and recruitment, development and retention and progression of high calibre talent to ensure we and our clients benefit from the value of difference.
Overview of Role
Rothschild & Co is seeking an experienced Equity Capital Markets lawyer to join its UK GA Legal team. The successful candidate will act as the principal legal adviser to the ECM syndicate desk and the wider ECM advisory business, providing hands-on transactional, regulatory and general commercial legal support across a broad range of primary and secondary equity offerings. It would also be beneficial for the candidate to have some Markets experience, including in relation to cash equities, research, structured products and equity derivatives, program/electronic trading and related activities.
The role combines contract negotiation and execution, cross-border regulatory advice, risk management and close day-to-day partnering with the syndicate and ECM origination teams.
Responsibilities
Transactional and Contractual Work
- Draft, review, negotiate and advise on the full suite of ECM transaction documentation, including:
- placing agreements, underwriting agreements and subscription agreements;
- block trade and accelerated bookbuild (ABB) agreements, including bought deal and back-stopped structures;
- non-disclosure and confidentiality agreements (NDAs);
- mandate letters, engagement letters and terms of business;
- equity distribution and at-the-market (ATM) programme agreements;
- rights issue, open offer and follow-on offering documentation; and
- ancillary documents including comfort letter requests, lock-up agreements, allocation and settlement documentation, and cost/expense arrangements.
- undefined
- Advise the syndicate desk on execution mechanics, including bookbuilding, pricing, allocation, stabilisation and settlement.
- Support initial public offerings (IPOs), secondary placings, and other equity-linked products, as required.
- Liaise with, instruct and manage external counsel and underwriters' counsel, coordinating legal workstreams and ensuring the firm's interests are appropriately protected.
- Work closely with the business and Compliance to develop firm positions with respect to the above transactions and
- Review prospectuses, offering circulars, pricing statements and other offering documents from a syndicate and distribution perspective.
- Regulatory and Cross-Border Advisory
- Provide clear, practical regulatory advice on ECM transactions on a cross-border basis, including under the rules of the Financial Conduct Authority (FCA), the UK and EU Prospectus Regulation, the Market Abuse Regulation (UK MAR and EU MAR), and the regulatory regimes of other material jurisdictions relevant to the firm's offerings.
- Advise on selling restrictions, private placement regimes and offering structures across multiple jurisdictions, including US securities law considerations (Rule 144A, Regulation S) in conjunction with US counsel.
- Advise on the conduct of business and financial promotion requirements applicable to equity distribution and syndicate activity.
- In conjunction with the Compliance team, advise on inside information, market soundings, wall-crossing procedures and disclosure obligations.
- Draft, review and maintain appropriate disclaimers, selling restrictions and legends for offering and marketing materials.
- Monitor and interpret regulatory developments affecting ECM activity and disseminate practical guidance to the business.
- Risk Management and Governance
- Identify, assess and escalate legal and regulatory risks arising from ECM transactions and syndicate activity.
- Support the firm's commitment and underwriting approval processes, and contribute to relevant risk committees as required.
- In conjunction with the Compliance team, advise on conflicts of interest, information barriers and related governance matters.
- Assist, alongside Compliance, with the design, implementation and maintenance of policies, procedures, precedents and templates for the ECM business.
- Business Partnering and General Support
- Act as a trusted adviser to the syndicate desk and ECM bankers, providing responsive, commercially focused support throughout the deal lifecycle.
- Provide legal training to the business on ECM documentation, regulatory developments and market practice.
- Support broader Global Advisory Legal initiatives and work collaboratively with colleagues across the legal, compliance and risk functions.
Experience, Skills and Competencies Required
Experience
- Drafting and reviewing placing agreements, underwriting agreements and subscription agreements (and related documentation)
- Advising on relevant regulatory framework in the UK and EU
- Working with and advising appropriate internal governance committees
- 6+ years PQE with a preference for those within in-house ECM Legal Functions
- Degree qualified: 2:1
Skills
- Excellent written skills
- Excellent inter-personal skills (ability to communicate clearly and effectively at all levels (both internally and externally);
- Ability to build effective relationships, including as a member of a small team;
- First class organisational skills, good attention to detail and accuracy are essential;
- Ability to work well under pressure and meet tight deadlines;
- Willingness to take on a diverse workload and to adapt to and embrace new challenges
Our goal is to have a balanced, inclusive and flexible environment which enables all colleagues to achieve their personal and professional aspirations, and to ensure that Rothschild & Co provides longer term opportunities for talent.
