We spoke to Matt Franker, partner at Covington law firm. Matt has nearly 20 years of experience advising public and private companies. He has been recognized in Legal 500 for his work on capital markets transactions and has an extensive securities advisory practice focused on assisting public companies in a wide variety of disclosure, corporate governance, and compliance matters.

Tell us about yourself

I am a securities and capital markets lawyer with 20 years of experience. I primarily represent public companies in a wide array of disclosure, corporate governance and ESG matters and with respect to their capital markets offerings. I also represent pre-IPO companies, underwriters, boards of directors and investors in capital markets and securities advisory matters.

My first exposure to securities law came in law school when I interned in the SEC’s Division of Enforcement and came to greatly appreciate the expertise that the staff has in administering the securities laws and overseeing the financial markets. While interning I discovered that I wanted to work on securities matters well before they reached the enforcement stage – when potential harm to investors and the financial markets could be avoided. 

I had the good fortune to begin my career with the SEC in the Division of Corporation Finance, where I had wonderful mentors who helped me develop as a securities lawyer. That good fortune continued when I joined Covington in late 2007, where I am privileged to still practice with the partners who recruited me to the firm.

What are your areas of expertise?

I focus my practice on the full range of securities issues that public companies face, but have particular experience working with companies on corporate governance challenges and with complex financial reporting requirements, including disclosures relating to business combinations and use of non-GAAP financial measures. 

“I had the good fortune to begin my career with the SEC in the Division of Corporation Finance, where I had wonderful mentors who helped me develop as a securities lawyer.”

Matt Franker

What have been the proudest moments of your career?

I derive the greatest sense of accomplishment from helping clients complete capital markets transactions. These deals can generate a tremendous sense of camaraderie with the client’s deal team and my colleagues, and the completion of a fundraising transaction provides an immediate, very tangible result for our clients as they obtain the proceeds they need to operate and grow their businesses. That is particularly the case for offerings where the proceeds will be used to advance a promising treatment through a clinical trial or to finance an acquisition.

What are your thoughts on the future of ESG reporting?

ESG reporting is not going to go away, regardless of the fate of the SEC’s climate rulemaking. Investors are likely to continue pressuring companies for enhanced climate disclosures and reporting on other social and governance topics even if the SEC’s climate rule is struck down in court. This is particularly the case for large companies, many of which are already providing extensive ESG reporting, and is likely to increasingly affect other large and mid-cap companies over time in the same manner that there has been private ordering on various governance topics over the years. 

In addition, larger public companies are likely to become subject to additional reporting requirements being adopted in other jurisdictions, most notably the European Union and California.

Would you encourage people starting out in the industry to gain public service experience at the SEC?

I think public service, and specifically service at the SEC, is valuable at any stage of your career. It is simply a fantastic place to work, staffed by bright and talented people who are committed to the SEC’s mission of protecting investors, maintaining fair, orderly and efficient markets and facilitating capital formation.

“Every assignment is an opportunity to learn something new about a client, its industry, an aspect of the securities laws and the application of the law to a specific factual situation.”

Working in that environment at the beginning of my career was a wonderful way to learn the securities laws and how the staff views their application. There is also a sense of connection between those of us who have formerly served on the staff, which helps drive organizations like the SEC Historical Society and the Association of SEC Alumni.

Do you think your experience at the SEC enables you to offer better advice to clients?

My experience serving in Corp Fin certainly enables me to offer better advice to clients. During my time there I co-authored more than 300 comment letters on a wide variety of transactions to companies in several industries. 

I also had the opportunity to work on the shareholder proposal taskforce, which is a group of attorneys within the Division who are charged with reviewing and making determinations with respect to the hundreds of requests the staff receives each year from companies to exclude shareholder proposals. It was heady stuff for someone fresh out of law school, but provided me with a great base of knowledge to help clients in private practice. Many of the questions I encountered on the staff are the same as the ones I work on today.

What advice would you give to your younger self?

I would give myself the same advice I give our junior associates – be enthusiastic with every opportunity that is presented to you. Every assignment is an opportunity to learn something new about a client, its industry, an aspect of the securities laws and the application of the law to a specific factual situation. I still try to take that approach with every opportunity today. 

The other bit of advice is to be sure to take time for yourself, your family and your community – those are the most important things in life, obviously, but will also help you keep that enthusiasm that in my mind is key to becoming and being a good lawyer.

Can you recommend a good book?

Michael Lewis’s The Big Short: Inside the Doomsday Machine illustrates the value of thinking outside the box, while also helping to explain the financial collapse that gave rise to the regulatory environment that we have been living in for the past 15 years. Plus, if you don’t have time to commit to the book it is a very entertaining movie.