Feel it coming in the air tonight? Trainees in this international firm's London office can certainly feel something...
Drumming to a different beat
“You can feel it in the air as you wander around the office.” The love? The panic? The velvety tones of Phil Collins? No – the buzz of private equity of course. “Sidley is an exciting place to be right now,” said trainees. Establishing its name in private equity has been a big focus for Sidley Austin’s London office for the past few years, ever since it brought over a six-strong private equity team from Kirkland & Ellis back in 2016. Training principal Will Smith tells us: "Historically, we may have done traditional private equity buyout transactions, but these large institutions now do an awful lot more. We’ll be working for the credit fund aspect of an investment firm, and we’ll be doing the insurance aspects or the real estate aspects."
The Chicago-founded firm may have its eye fixed keenly on private equity, but for the moment other types of finance work remain “the beating heart” of its London offering. Sidley is especially known for capital markets work, and Chambers UK ranks the firm for securitisation, structured finance, derivatives and restructuring among other areas. The firm is not currently ranked for private equity in London but keep an eye on those Chambers UK rankings in 2020.
Thanks to the firm's strong footing in finance work and the fact global revenue grew 9% to $2.2 billion in 2018, trainees felt they stood on firm ground. But London experienced a little wobble in 2018 when only five of ten qualifiers were kept on. “Those events caused quite considerable anxiety,” a second-year recounted. The firm “made it clear they saw it as an anomaly and that we shouldn’t be worried.” Instead it was chalked up to the smaller practice areas not offering NQ jobs, but trainees thought it also “reflects the firm’s high standards – you have to be up to scratch.” In 2019 ten out of eleven qualifiers were eventually retained.
Prior to joining, trainees-to-be get an “informal description of all seats compiled by previous trainees” and share their preferences with the firm. Halfway through each seat they submit three preferences for their next rotation, with the understanding that second-years often get priority – “it’s rare for second-year trainees not to get what they want.”
On top of the world
The work of the London office is split broadly between transactional, litigious and advisory arms, with seats in all strands. It's “very likely” that every trainee will sit in either corporate or in the global finance group (GFG), which account for most of the firm’s work. In GFG, one trainee will do leveraged finance, while the rest will work across the group. The former is part of the wonderful world of capital markets, and lawyers working in this area recently advised Germany's Commerzbank on £400 million of swap loans and also advised collateralised loan obligation manager Spire on €400 million of European CLOs. (Read our practice area overview on capital markets on page 70 if you're confused what all this means.) The firm also recently counselled credit card processor Vantiv on the financing of its £9.3 billion acquisition of Worldpay, the UK's largest payment processing company. The ‘global’ nature of the work implied by the department's name definitely rang true for trainees. One told us: “I worked with our offices in Chicago, New York, LA, Munich, Hong Kong, Singapore… and that was all within six months!” Rather than just working with their supervisor, trainees are expected “to help everybody,” and as a result get exposure to all kinds of different deals: “Simple loans, refinancings, non-conforming loans, securitisation, CLOs...” One trainee was asked to run a closing: “It was a deal that renewed every year so there wasn’t a lot of negotiation, but it was perfect for a trainee. The partner just said, ‘It’d be great if you could run the closing, liaise with the client, and have the first crack at drafting the documents.’” On the leveraged finance side the team works on financing private equity buyout transactions (which are funded with leverage – which is to say loans). Trainees get drafting opportunities here too, but told us: “Your time is largely spent on conditions precedent – getting documents ready and staying on top of the other side and local counsel.”
“It was a huge deal that involved about 17 jurisdictions!”
Over in corporate, trainees divide their time between M&A and private equity. The team recently advised eBay in its acquisition of car sales website Motors.co.uk from America's Cox Automotive. It also recently advised pharma company Hoffmann-La Roche on its €655 million acquisition of Tusk Therapeutics, which makes cancer drugs. An interviewee told us of their involvement in one deal: “I was the point of contact for the client. It was a huge deal that involved about 17 jurisdictions!” Trainees also “assist with drafting ancillary documents like corporate authorisations.”
The private equity team “advises a number of mid-market private equity funds on deals with values between £250 million and £1 billion.” The team’s biggest recent deal saw it advise funds affiliated with US private equity firm Apollo on the acquisition of a majority stake in Bermuda-based insurance manager Catalina Holdings. One trainee “was in charge of running the signature checklist towards the end of a deal,” while the presence of plenty of due diligence work means “a deep dive into the data room, summarising contracts and updating the data room spreadsheet.”
The firm’s litigation team acts for both claimants and defendants, and the cases are “typically Sidley” – i.e. finance-focused, “either looking at how credit agreements have gone wrong, how insurance contracts have fallen apart, or acquisitions that have gone ahead with an error in the agreement.” Banks, insurance firms, hedge funds and private equity funds dominate the client base, particularly on the lender side. The firm represented Bank of Cyprus in proceedings arising from an allegedly fraudulent settlement agreement writing off £5 to £10 million of loans assigned to the bank. In a capital markets dispute lawyers represented Italian pension fund Fondazione Enasarco in a $100 million dispute over swaps entered into with Lehman Brothers. Most trainees are likely to get to attend the High Court at least once. In the run-up to trial, one trainee told us, “I was preparing bundles, updating the court, and working with barristers and counsel.” Compared to other seats there's more admin, but trainees also “get to draft cease and desist letters” on certain IP cases.
“A lot of what we do is corporate support-focused.”
The firm’s “advisory teams are built around finance.” Advisory seat options include employment, EU competition, financial services, life sciences and tax. In the latter, “every day is legal research and drafting emails of advice.” Trainees help respond to “ad hoc queries from people in the corporate teams and in the States.” Over in employment, “a lot of what we do is corporate support-focused, so I’ve done a lot of reviewing contracts, settlements agreements and service agreements.” Employment lawyers might also advise on “strange questions” like “'This person has left but hasn’t been formally dismissed, what do we do?'”
Life sciences is fairly new to the London office, but “the US and Brussels offices have always been strong in this area” – the firm is Chambers-ranked for life sciences in both Belgium and the States. The London team “advises pharmaceutical companies on the regulatory environment” answering questions like “'How do we get authorisation to bring ‘x’ medicine into the UK?'” Less frequently, the team advises on food and cosmetics products – “we recently gave advice on food supplements containing cannabis oil.” The group works closely with the Brussels office, as does competition – trainees here spend three months in London and three months in the European capital. Working on a European Court of Justice case was a highlight for one trainee we heard about – they even got to hop on the fast train to Luxembourg for the hearing. Other secondment options include an arbitration seat in Hong Kong and a client secondment to Toulouse.
There are currently no overseas seats in the US, but Sidley London certainly has imported some traits from the States. One of these is pro bono work, which is a staple of corporate firms across the pond. Sidley London is “massively” into its pro bono – it’s compulsory for trainees to get involved, partly so they can fulfil SRA requirements, and several interviewees had worked on cases related to the Personal Independence Payment appeals to the First Tier Tribunal. Sources also said that “a legacy of concern about diversity and anti-discrimination bleeds over from the US.” For example, the London office has its own women's committee – “it's quite a recent thing I think, and it organises events pretty much every month.”
Ham and mish-mash
Another hallmark of US firms in London is a high salary and again Sidley is no exception. What do trainees think of their pay? “It’s good,” one said, in a high-pitched voice. Yes, ‘good’ is rather understating it. The £50,000 first-year salary and £135,500 NQ salary are nothing to sniff at. Does a high salary mean suuuuuuuper long hours? “Impressively, it’s not that horrendous,” was one trainee's view. We'd say it depends on the seat and let you be the judge of what you think are long or demanding hours. Dispute resolution and corporate are the most intense seats, according to our interviewees. In corporate, an 8 or 9pm finish is likely, but “you can take a longer lunch break” than in a seat like tax where “it’s full on throughout the day, but you can leave by 6pm.” We did also hear about a few trainees staying in the office till the small hours and of one all-nighter in dispute resolution.
“It’s more of a ‘US firm’ than it was.”
Across the board trainees detected a couple of changes to the firm's culture and the office feel recently. For starters, Sidley is set to move into “very swanky” new digs at 70 St Mary Axe, also known as the Can of Ham. “It’s an unfortunate name,” one interviewee acknowledged. Rumour has it the firm is trying to get the building named after itself instead. In 2018, the firm swapped out “a nice local venue” for the Christmas party in favour of Claridge’s. Trainees linked these changes to other developments at the firm: “It has a different atmosphere to when I accepted the training contract,” one noted. “It’s more of a ‘US firm’ than it was.” Sources noted changes due to the recent influx of lateral partners, which has resulted in “a mish-mash of personalities,” said interviewees. Trainees felt the “very young and fresh” private equity laterals had a slightly different mentality, which is that “you just learn on the job, which is exhilarating but also anxiety-making.” At the moment the lateral and legacy partners “are operating a bit like separate teams, and there’s a big push to make that less the case.”
Despite these shifts, an open-door policy remains the official line, and “even if someone’s door is shut, I know that person is gonna have the time for me later.” Disputes and private equity were said to be “very sociable” teams, but Sidley as a whole doesn’t exactly have a bustling social calendar. One trainee shared: “A lot of firms organise tons of socials and drinks carts. We don’t – we don't have a heavy drinking culture.” Still, because the trainee intake all went to law school together, they're a tight bunch from the off and enjoy a catch-up at quarterly trainee socials.
Sidley Austin works with the BLD Foundation and Aspiring Solicitors on diversity projects.
How to get a Sidley Austin training contract
Vacation scheme deadline: 4 November 2019 (winter), 31 January 2020 (spring/summer)
Training contract deadline (2022): 17 July 2020
Applications and assessments
The firm launched a vacation scheme in summer 2013 and now receives around 1,000 applications for it each year, on top of the 400 it generally gets from candidates gunning straight for a training contract. Sidley tends to recruit the majority of its trainee intake from the vacation scheme.
The initial online form is similar for both routes and sets out to assess candidates' commercial awareness, academic record and work experience. The form includes a question asking applicants to describe a recent commercial issue. A graduate recruitment source tells us this is “the first question I look at when shortlisting candidates – it's a very telling question, as it reveals what interests applicants have and speaks to elements of their personality.”
Aspiring recruits need a high 2:1 degree with consistently good grades throughout. The firm also pays a lot of attention to A level results, though it keeps an open mind on the work experience front. “This doesn't have to be legal experience,” confirms our recruiter source, telling us “it's actually refreshing to see non-legal work experience on the form. It's particularly impressive to see someone who has thrived academically while also holding down a part-time job.” Tying these experiences and the skills acquired from them to the realities of a job in a City firm is a must.
Those who impress on paper – both vac scheme and training contract applicants – are invited to attend an hour-long interview with two partners .
“We can see from their application form that shortlisted candidates have excelled academically,” our source tells us, “so the next part of the selection process provides us with an opportunity to test their intellect and find out more about the individual and their personality.” Candidates are given each interviewing partner's bio beforehand. We suggest using this as a tool to stimulate conversation and make the interview a two-way exchange.
Ultimately, it's “the subtle things” that are scrutinised during the interview, we're told – for example, whether someone is confident or over-confident, and whether they could hold their own with clients. “They asked me some professional conduct-type questions to see how I'd deal with certain situations,” recalled a current trainee. “It's about seeing how you react under pressure.”
Partners are also likely to raise questions involving the economy and the latest financial news. “They want to see that a candidate has their own thoughts and isn't swayed automatically by what they as partners are saying,” our source reveals. “We're not looking for 'yes' people in that sense; it's always good to have a debate.”
Interviewees aren't expected to be an expert on the inner workings of Sidley's practice areas, but they do need to demonstrate a sound understanding of the firm's work, clients, and recent matters to impress.
Since 2015/16, the firm has run a winter and spring scheme on top of its usual two-week summer schemes. Each scheme has space for up to 12 candidates and participants spend each week in a different department.
“We try to make it into a mini training contract and cram as much in as we can,” the firm tells us. In between live work, vac schemers attend briefings from partners and a few social events, including Sidley's summer party.
Interview with training principal Will Smith
Chambers Student: Trainees emphasised that there’s a huge focus on growing in the private equity space. What’s the strategy for the London office in that regard?
Will Smith: Stepping back, what we’re really talking about is working for and providing services to private equity sponsors. Historically, we may have done traditional private equity buyout transactions, but these large institutions now do an awful lot more. We’ll be working for the credit fund aspect of an investment firm, and we’ll be doing the insurance aspects or the real estate aspects. When we talk about the firm’s broad strategy and that of the London office, there’s really quite a broad range of work for these top-tier financial sponsors that people will refer to as being private equity funds, but really, they are alternative capital providers in one form or another.
We do a lot of work for large alternative capital providers. These are huge multi-asset managers, so we obviously have the transactional lawyers who came in from Kirkland & Ellis to help build out that downstream transactional side. But we also have the teams who do high yield, leverage finance, fund formation, insurance, and restructuring. So the idea is to be able to service the needs of these clients across a broad range of areas. There are a multitude of touch points throughout the office where we’re working for these types of client. We’re absolutely laser focused on doing a wider range of work for top-tier international providers.
CS: What else should students should know about the London office’s strategy and what it wants to achieve over the next three to four years?
Will: We’re part of a very significant international firm. We have a huge North America component, a huge Asia practice, and we’re growing our European offering. I’ll come to London specifically, but Geneva and Brussels continue to grow. We’ve augmented our Geneva and Europe offerings with life sciences hires. We have the Munich office, so Europe continues to grow. There may be future European offices but nothing is certain.
As to where London fits in – as Sidley continues to grow internationally, we are looking to expand our international capabilities with regards to life sciences and private equity. The London office will continue to expand to meet the needs of that global demand of Sidley. The London office has grown a fair amount over the last nine years. We are now almost full service to deal with those top-tier funds and institutions, and we are continuing to expand areas like private equity and downstream transactions. Mark Knight joined us as we continue to build out restructuring. We’ve built out our white-collar crime team. We’re looking for additional hires in areas that are of strategic importance to us. We’re continuing to grow here, in Europe and internationally.
That’s borne out in trainee numbers. We’re looking at an intake of thirteen or fourteen currently, and we’re probably looking beyond that in the future. We’re also moving to new offices next year – that’s another important stepping stone. We’ve got a large new space that is custom-fitted to meet our growing needs. It’s a very positive narrative around the London office particularly, but the firm more generally.
CS: Is the uncertainty around Brexit impacting the work the firm is doing at the moment?
Will: No. It may have had an impact in the level of general uncertainty in the market. People may not be investing or putting cash to use at this point in time – there’s been an element of that and that’s consistent across the city and not specific to us. There have been many discussions, especially in the investment funds space, for private equity clients about what the regulatory environment is going to look like post-Brexit. It’s more that we’re being a trusted advisor to the client – it hasn’t changed the nature of what we’re doing next. I think that’s a very clear and positive narrative and we don’t expect there to be any problems post-Brexit.
CS: Firm culture is an important subject for our readers. Trainees commented that they thought the firm’s culture might be shifting or evolving with the influx of laterals from other firms bringing other styles of working. Has there been a conscious culture shift?
Will: No. Bringing in such a large group needs time to bed in, but in many ways a little bit of change can be quite a good thing for a law firm – you realise what you’re missing. The new group leads to new ideas and new ways of thinking, and of course that does take a little bit of time. The firm has a very strong ethos of being collegiate and considerate, and that hasn’t changed. I have not seen any real change in the culture and how people are. We remain a very decent, collegiate, considerate firm – I wouldn’t remain at the firm if that wasn’t the case, personally. The fact that we’ve had various groups join us has been overplayed in many ways. Quite frankly, it’s been a period of assimilation as opposed to a significant culture change. There have been some changes and certain changes can lead to uncertainty. We’re very much through that now.
CS: Finally,what sort of person thrives at the firm?
Will: I don’t think there’s any one size fits all. We are a very diverse bunch as an office, with lots of different people and backgrounds. I think anyone who is intelligent – but that’s goes without saying for the types of people who’ll be applying. People who are driven self-starters and generally people who are going to fit in with the ethos. We’re not going to be for everyone, but we have a very open mind and recruit from a wide range of universities and backgrounds. We’re making a concerted effort to promote diversity and we take it very seriously. I don’t think we ever will have the reputation for taking anyone from a particular university or walk of life. It remains a very open platform. One of the principle benefits of Sidley Austin that trainees appreciate is that the number of associates to partners is low, so they get great exposure from day one working with partners and senior counsel. That gives them a fantastic platform to develop.
CS: Anything to add?
Will: In terms of what we’re looking to do on the secondment route for trainees, we have Hong Kong and Brussels. Geneva is there as an option. We also now have Airbus, a significant client. Trainees also have the opportunity to go work for a significant client based in Toulouse for six months. So we’re trying to broaden out the opportunities for trainees to go see the legal environment from the client’s perspective, and that’s been very successful so far. It will continue to expand over time.
Sidley Austin LLP
70 ST MARY AXE,
- Partners 42
- Other fee earners 100+
- Total trainees 26
- UK offices London
- Overseas offices 20 (including London)
- Graduate recruiter: Nicole Katz Graduate Recruitment Manager [email protected]
- Application criteria
- Training contracts pa: 12 - 14
- Applications pa: 1,000
- Minimum required degree grade: 2:1
- Minimum A levels: AAA
- Vacation scheme places pa: 45
- Dates and deadlines
- Training contract deadline, 2022 start: 17th July 2020
- Vacation scheme applications open: 1st October 2019
- Vacation scheme 2019/2020 deadline: Winter: 4th November 2019; Spring/Summer: 31st January 2020
- [NOTE - 2020 spring vacation scheme postponed due to COVID-19 outbreak]
- Salary and benefits
- First-year salary: £50,000 Second-year salary: £55,00 Post-qualification salary: £135,500 Holiday entitlement: 25 days
- LPC fees: Yes
- GDL fees: Yes
- Maintenance grant pa: £11,000
- International and regional
- Offices with training contracts: London
- Overseas seats: Hong Kong, Brussels, Geneva
- Client secondment: Yes
Sidley Austin LLP is one of the world’s largest full-service law firms. With approximately 2,000 lawyers practising on four continents (North America, Europe, Australasia and Asia), the firm provides a broad range of integrated services to meet the needs of its clients across a multitude of industries.
Main areas of work
Corporate, competition, debt and equity capital markets, debt finance; including structured finance, debt restructuring and derivatives, employment, financial services regulatory, healthcare and FDA, food and drug law, hedge funds, insurance, IP/IT, litigation, private equity, real estate and real estate finance, restructuring and tax.
The firm is not a typical City firm and it is not a ‘legal factory’ so there is no risk of being just a number. Everyone is encouraged to be proactive and to create their own niche when they are ready to do so. Trainees spend time in the firm’s main groups. In each group trainees will sit with a partner or senior associate to ensure individual training based on ‘hands on’ experience. You will be encouraged to take responsibility where appropriate. Regular meetings with your supervisor ensure both the quality and quantity of your experience. In addition, there is a structured timetable of training on a cross-section of subjects.
We run a one-week winter vacation scheme and two-week vacation schemes in spring and summer each year. You will experience the day-to-day life of a lawyer at the firm and will have the opportunity to undertake real work rather than just observing or shadowing. This practical experience will be supplemented by a programme of presentations and workshops that will ensure you get to know as much about the firm as you possibly can during the placement.
Private health insurance, life assurance, contribution to gym membership, interest-free season ticket loan, income protection scheme and pension.
Open days and first-year opportunities
Sidley Austin LLP are offering first year students the opportunity to attend an Open Day. Open days will be held in March. For more information please visit our website.
Sidley Austin LLP, a Delaware limited liability partnership which operates at the firm’s offices other than Chicago, London, Hong Kong, Singapore and Sydney, is affiliated with other partnerships, including Sidley Austin LLP, an Illinois limited liability partnership (Chicago); Sidley Austin LLP, a separate Delaware limited liability partnership (London); Sidley Austin LLP, a separate Delaware limited liability partner- ship (Singapore); Sidley Austin, a New York general partnership (Hong Kong); Sidley Austin, a Delaware general partnership of registered foreign lawyers restricted to practising foreign law (Sydney); and Sidley Austin Nishikawa Foreign Law Joint Enterprise (Tokyo). The affiliated partnerships are referred to herein collectively as Sidley Austin, Sidley, or the firm.
This Firm's Rankings in
UK Guide, 2019
- Banking Litigation (Band 5)
- Capital Markets: Debt (Band 3)
- Capital Markets: Derivatives (Band 4)
- Capital Markets: Securitisation (Band 3)
- Capital Markets: Structured Finance (Band 3)
- Real Estate Finance (Band 6)
- Restructuring/Insolvency (Band 2)
- Tax (Band 5)
- Data Protection & Information Law (Band 3)
- Financial Services: Payments Law (Band 2)
- Insurance: Non-contentious (Band 4)
- Investment Funds: Hedge Funds (Band 3)