Capital markets issuers dictate underwriters’ firms

Companies are increasingly calling the shots on which lawyers banks can use for capital markets transactions.

According to research by The Lawyer, law firms acting for the underwriters of capital markets transactions are increasingly being picked by the issuers and not the banks.

Companies which regularly tap the capital markets are choosing law firms that they insist will act for the underwriters on all of their deals – whoever the underwriters are and regardless of whether the law firm has acted for that underwriter before.

Kenneth MacRitchie, finance partner at Shearman & Sterling‘s London office, says: “It’s coming out of the US capital markets business where there will be the big issuers who are hitting the markets on a fairly regular basis.

“In order to slim down the process and make it work efficiently, they will want to use the same lawyers [for the underwriters] regardless of the bank appointed, because they know each other.”

The emergence of designated underwriters’ counsel means the capital markets practices that rely on strong relationships with banks may have to start marketing to issuers. Also firms that act for the underwriters the first time a company goes to the capital markets will secure a lucrative future flow of work.

MacRitchie says: “It’s just so much easier for the companies – the firms don’t have to repeat the due diligence, they just have to update what they’ve already done.”

Relationships that are already in place on this basis include Latham & Watkins‘ position as designated underwriters counsel for telecoms companies NTL and Telewest.

Cleary Gottlieb Steen & Hamilton carries out underwriting work for France Telecom, Shearman & Sterling for Ford and Sullivan & Cromwell for Deutsche Telekom.

Cleary Gottlieb capital markets partner Ash Qureshi says the banks don’t seem to object: “In my opinion, the underwriters feel that as long as it’s a firm they’re generally comfortable with they don’t really care. I think they know it’s going to bring savings in both time and money.”