By Lisa Stansky

Most people don’t know what securities lawyers do. But as Americans watch the bear market with trepidation and have their confidence tested by corporate collapses like Enron’s, the securities law field has found itself in the spotlight.

The practice of securities law—the world of stocks, bonds, and similar instruments from a legal perspective—has three main branches: transactional work, regulatory work, and litigation, according to New York lawyer Louis Burke, co-chair of the securities litigation committee of the ABA Section of Litigation.

Like the legal profession as a whole, the world of securities law has become highly specialized. Yet practitioners do arrive at a basic division among themselves. "There are the litigators and there are the business lawyers, and never the twain shall meet," quips Boston lawyer Stanley Keller, chair of the ABA Section of Business Law’s committee on federal regulation of securities.

Beyond that basic division, Burke offers this portrait of the securities law landscape. On the transactional side, you might find yourself working the legal aspects of initial public offerings, mergers and acquisitions, mutual funds, and the like. The regulatory aspect of the practice will steep you in the workings of the federal Securities and Exchange Commission, the New York Stock Exchange, the National Association of Securities Dealers, and various state and federal laws designed to protect investors. As for litigation, there’s work in the criminal and civil arenas, ranging from civil suits to civil or criminal enforcement actions at the state and federal levels.

Don’t expect to master the field swiftly. "It’s not called practicing for nothing," says Gregory May, chair of the financial transactions committee of the ABA Section of Taxation. May has worked hard to master his slice of the securities field—structuring securities from a tax point of view. "I’ve seen only a very small part of it," May says of the broad field of securities practice.

May likes the fast pace and the chance to see results. "It’s very technically interesting and it’s fairly fast paced," he says. "You see complicated things come to fruition fairly quickly." May’s environment is big-firm, big-ticket work—he’s a partner in the Washington, D.C., office of Freshfields Bruckhaus Deringer, founded in London in 1760.

Keller represents another side of the transactional aspect of the practice. His corporate and securities law practice includes transactional work on behalf of companies and investors. Companies often hire him as an expert in corporate acquisitions.

Representing companies provides a certain stability, Keller says, pointing out that public companies have ongoing reporting and disclosure obligations, transactional arrangements, and strategic partnering relationships, all of which generate legal work. Don’t be dissuaded by the down market, say Keller and May, who point out that these fluctuations are a part of life.

Now for the litigators. "There’s a difference between securities on the corporate side and securities on the litigation side. The two couldn’t be more different," says Koji Fukumura, co-chair of the Section of Litigation’s securities litigation committee. The primary focus of the securities litigator, he says, is the same as that of all litigators.

"The bottom line to being a good securities litigator is being a good litigator," Fukumura says. "You have to concentrate on the core skills. It’s going to come back to that every time."

In other words, you might be a walking treatise on securities law, but if you can’t write a winning memo or brief, that knowledge won’t do you much good.

Practice—in the literal sense—was the key to Fukumura’s career trajectory as a securities litigator. He started at a small Philadelphia firm, where he honed his litigation skills working on complex litigation on the plaintiffs’ and defense sides, including defending civil enforcement actions brought by the SEC. "That really gave me a niche," Fukumura says. From there, he went to a mid-sized San Diego firm, where he also emphasized his core litigation skills and handled securities litigation. Now he’s at the San Diego office of Baker & McKenzie, where he primarily defends officers, directors, and public companies.

Within the securities litigation sphere, Fukumura identifies three key areas. First, there’s employment litigation involving the tug of war over clients when a stockbroker leaves his firm. Then there’s SEC enforcement work, which may involve both administrative and courtroom advocacy. The third prong is work generated for plaintiffs’ and defense-side lawyers by shareholder suits and other litigation.

Whether you think you’ll operate best in the courtroom or the boardroom in a securities law practice, it’s a good idea to know something about finance and accounting. Also be sure to sign up for courses in the areas of administrative law, tax law, securities law, and corporations. "Take hard courses that focus on business and economic matters," May advises.

It’s a must to have some accounting under your belt, says New York lawyer Alan Baden, chair of the Section of Business Law’s state regulation of securities committee. "It helps immensely to be able to understand financial statements," he says.

Burke advises prospective securities lawyers to know how businesses that deal in securities operate. "The first thing you have to do is learn the business," he says. Good securities lawyers "know how the firm handles orders," he adds. "You have to take the time to learn how the business operates, or you’ll be lost."

When considering where to look for employment, evaluate a firm the way you would a business, and make sure it’s a solid operation, Baden advises. "If you’re going to join a business organization, find one that is solid with a proven track record," he says, emphasizing that students should view law firms as businesses as well as law firms. The financial rewards are substantial for those in the upper echelons of the market, with most major firms in big cities offering new graduates more than $100,000 a year, he says. Expect to work hard for that money, he notes.

Get a good idea of what you’re getting into before you try to dive in after graduation. "Test-drive" being a business lawyer by securing a summer clerkship with a firm that does this work, Baden suggests. The second summer during law school is especially important. "You wouldn’t buy a car without test-driving it," he says.

If you make the commitment to be a securities lawyer, be ready for the long haul if you want to be proficient at your craft. "Once you get into this, it’s a lifelong practice," Baden says. "You’ve got to practice this for a long time to do it well."

Lisa Stansky (nolawritestuff@cs.com) is a lawyer and freelance writer in New Orleans.

Because securities law is business law, turn to the ABA Section of Business Law (www.abanet.org/buslaw) for more information and consider joining its committees on federal regulation of securities and state regulation of securities. Click on the section’s special link for student members and find out more about what the section can do for you. You can join the section at no charge if you’re already a member of the ABA Law Student Division. Just call the toll-free phone number below.

If tax law will be your angle, visit the Section of Taxation (www.abanet.org/tax). A $6 yearly student membership fee provides access to networking opportunities and a subscription to the section’s newsletter and journals so you can keep up with the latest trends in the field. In addition, you’ll receive notices of meetings and discounts on publications that are designed to, in the section’s motto, "let the code work for you."

Future litigators can learn about opportunities in the securities law field by joining the Section of Litigation (www.abanet.org/litigation), which has a securities litigation committee. If you’re a member of the ABA Law Student Division, you can join the section at no charge and benefit from its publications and seminars.

Another important resource is the Section of Administrative Law and Regulatory Practice (www.abanet.org/adminlaw), which has a committee on securities, commodities, and exchanges. All the benefits of membership in this section are—you guessed it—free of charge if you’re already a law student member of the ABA.