Photo by Jay Gunning / Owl Bridge Media.
Companies often hire Skadden not to implement an obvious or preset course for growth and financing, but to tap into the firm’s creative talent for crafting the best possible deal for their unique competitive environments and business needs. That’s where capital markets partner Ryan Dzierniejko excels, and why the Lawdragon 500 member often keeps strong relationships with clients from their early pre-IPO days through later phases of maturity. Dzierniejko graduated from Osgoode Hall Law School in Toronto and worked in Skadden’s Toronto office before transferring to New York. He has worked on several of the biggest IPOs and corporate financings of the past several years.
Lawdragon: Can you describe for our readers the mix of work you do within your practice?
Ryan Dzierniejko: At Skadden, I help companies access the U.S. capital markets. Said differently, I work with them to raise money by selling securities – whether that’s stock, debt or some type of hybrid investment. I represent companies at all stages of their lifecycles, from private companies looking to sell stock to venture capital funds, to companies contemplating initial public offerings, to Fortune 500 companies looking to issue investment grade debt.
Sometimes, a company will call me with a clear plan in place for a transaction they’d like to complete, and I work with them to execute it accordingly. But increasingly, I find myself on the phone with clients who have very clear goals for their business, but are less certain about the specific steps and timing needed to raise capital and implement their plans. I love advising these clients on developing a strategy for executing their vision.
LD: How did you first become interested in developing this type of practice?
RD: I always wanted a career that would allow me to build relationships with people and work toward common goals as part of a team. I couldn’t be happier about my decision to become a capital markets lawyer in this regard. In my first capital markets deal, an IPO, I quickly realized that to be successful in this area I would need a broad IQ and EQ skillset, including an ability to build consensus among many constituents. Fifteen years later, my days are spent helping multiple stakeholders navigate transactions, each from their particular perspective. In addition to working closely with clients’ in-house legal teams, I regularly meet with boards to discuss governance considerations and with finance teams and investment bankers to negotiate the terms of specific securities. I also collaborate with clients’ accountants to ensure that their accounting disclosures are compliant with the relevant rules, and advise investor relations teams on the development of accurate and appropriate messaging about a deal and its implications. To be successful in the work I do, I need to keep the clients’ broader business objectives in mind, while understanding — and, importantly, anticipating — the specific interests of each party involved.
LD: What are some aspects about this work that you find professionally satisfying? What keeps you excited about it?
RD: I love the variety of my practice, but I particularly enjoy working on IPOs. In the past few years, I have been fortunate to advise on a number of high-profile IPOs, including for Shopify — which has been the best performing IPO in the past five years — and The Match Group.
There is no moment more defining for a private company than its IPO debut. It’s often the first time the company unveils its business to the world with a meaningful disclosure document. The prospectus needs to tell the company’s story in a way that checks all of the boxes under securities laws, while also resonating with investors. We help clients adhere to the countless rules that apply to this process and work through the accounting issues that inevitably arise. The end result — a successful IPO — is tremendously rewarding, and I find being on this journey with a client from start to finish very fulfilling. With many clients, the relationships I’ve forged through this process have endured for years on both a professional and a personal level.
LD: Are there any trends you are seeing in your practice with the types of transactions you are handling?
RD: Ten years ago, Skadden didn’t work with as many pre-IPO companies as we do now. In the past, companies typically called us when they were ready to “graduate” to becoming a public company. But as companies have trended toward staying private longer, we’re advising more late-stage private companies. It’s fascinating work that entails a lot of strategizing and collaboration. Often, our main goal is to prepare the private company for an exit down the road, whether that’s an IPO or a sale. Each proposed step of the process needs to be evaluated based on how it ultimately will position the company for success in meeting this goal. I advise clients on the latest trends in deal terms and help them determine whether a new or popular structure will best position them to remain nimble in terms of their long-term business strategies. There are a lot of different structures and paths a company can pursue. It’s about identifying the best way forward, not just for the moment in time when the capital is raised but for the long-term business needs of the client.
LD: Can you describe a recent matter that you’ve handled?
RD: This past year has been a busy one for IPOs. In March, I represented JPMorgan and others in the year’s first technology IPO: the upsized IPO of Lightspeed, a point-of-sale software provider for retailers and e-commerce businesses. This was the largest Canadian tech IPO in the past ten years. In June, I advised the underwriters on the successful IPO of Fiverr, the world’s largest freelance services marketplace. I also was recently involved in leading the WeWork IPO. And I advised the underwriters on the $2.25 billion IPO of XP Investimentos, a fast-growing retail brokerage in Brazil, which is the fourth largest IPO of 2019.
LD: What advice do you have now for current law school students?
RD: My advice for current law students would be to spend time — in school and early in their careers — exploring a variety of different subjects that interest them. There are a lot of practice areas at big law firms, and gaining experience in as many of them as possible as a summer student or junior associate is a great idea. Students should take ownership of their careers by volunteering for assignments that involve clients in industries that interest them, by seeking out time with senior associates, counsel and partners, and by getting involved in pro bono matters and social activities that give them a chance to expand their networks. Finding one’s preferred subject can start with identifying a specific skillset one wants to use — for me, it was relationship- and consensus-building — and then finding an area of law that heavily utilizes that skillset. We all put a lot of time in at the office, so it’s important that those hours are spent in a way that you find meaningful and rewarding.
LD: How has your practice changed since the early part of your career?
RD: The practice of law has changed significantly since I was a junior associate 15 years ago. When I started, lawyers were seen primarily as the gatekeepers and interpreters of rules and processes. Unless they had prior experience with the nuances of capital markets transactions, when clients called their outside counsel, they effectively were at their mercy to explain the rules and processes and then guide them through the transaction.
Now, in part, due to the volume of information available online, it is rare for a client to call with these basic questions. Most clients already have done their homework or have reviewed other third-party materials and familiarized themselves with the fundamentals before reaching out to outside counsel for assistance. As a result, the goalposts by which clients judge a strong capital markets lawyer have moved. It’s no longer enough to just know how to do a deal. You now need to know the most strategic and efficient way to navigate that client’s particular fact pattern. It’s a great way to differentiate the best capital markets lawyers – as those who are able to provide bespoke advice with the client’s priorities and objectives in mind.
LD: If you weren’t a lawyer, what would you be doing now?
RD: I would own a construction company. I’ve always enjoyed building and fixing things.