5 Questions in 5 Minutes with Sebastian Martinez-Villalba, Senior Associate

Sebastian Martinez-Villalba

January 14, 2022

Can you talk a little about your current role? How do you envision leveraging your background working with family offices and in private equity?

My current role primarily focuses on three main subjects: 1) venture capital, 2) fund work and 3) outside general counsel work.  I think it would be easiest to explain how my experience lends itself to each of these buckets:

On venture capital work:  I feel very privileged to have been given the opportunity to work at a family office. I was empowered to run with dozens of deals from term sheet phase to diligence all the way through closing.  These deals ranged from $50k convertible pre-seed notes to $25 million equity investments.  Negotiating these deals gave me the confidence to negotiate any venture capital deal that comes my way.  However, the more unique experience may be the business side experience in building out a highly successful VC portfolio involving both fund and direct investments.  Attorneys often forget that different venture capital investments across different verticals and stages have different goals and risk thresholds.  This is especially true for impact investments.  Understanding your client’s concerns and objectives is crucial and it’s something not too many lawyers are good at.  A lawyer needs to be able to be nimble, come up with creative solutions, and come up with the best answer as opposed to the “market” or “right” answer.

On fund work: It takes a while to digest and fully understand the mechanics of LPAs, so I feel lucky to have gotten the experience I have as early on in my career as I did. Early on in my career, I worked on the investment side of private funds, usually as a cornerstone investor.  This was very interesting work because, as people who work with family offices know, deals need to be tailored very closely to the needs of the family office. Once I joined the private equity fund, I was exposed to very complex multi-jurisdictional fund structures to accommodate large acquisitions and co-investment opportunities.  Fortunately, I had the mentorship and tools needed to learn how these structures work and got myself to the level I needed to lead these negotiations from the fund side.  Overall, having been on both the investment and fund side of private funds has provided me with a unique skill set to serve our clients in a very efficient way.

On outside general counsel work: I think working in-house at a large private equity fund as well as a sophisticated family office provided me with very good tools to function efficiently and very simply.  Working on tight deadlines for deals ranging from $50k to upwards of $3 billion provided me a crash course on prioritizing goals, staying calm, and keeping things in perspective. The crucial skill I think outside counsel needs to be able to develop is taking complex and convoluted circumstances, diluting them down, and providing simple solutions.  In order to do this, I think you need to develop a deep understanding of your client’s needs and goals.  I think developing this understanding is something RPCK prides itself on more than anywhere else I’ve ever worked with.

Not many people make the move from a family office or PE firm to a law firm. Why RPCK?

I honestly didn’t see myself going back to a law firm before I came here. Before I interviewed with RPCK my view of law firms, as is the case with a lot of people who deal with outside counsel on a regular basis, was associated with maximizing billable hours. The reason I like practicing law is because I like to solve complex problems and achieve real goals. If I can solve a problem in one hour that would have taken someone else three days of negotiations to get to the bottom of, that’s what I take pride in.  RPCK is authentically different from any other law firm I’ve ever heard of. When we say we care about the outcome of impact investments or whether our clients succeed, we REALLY mean it. We are not judged based on billable hours and whether we can replicate market standards. I am encouraged to solve problems, make a difference in the world, and use every tool in my power to get my clients to the end-goals they desire – that’s why I was ecstatic to join RPCK as quickly as I did and why I would not have been interested going anywhere else.

While your background is not in impact, we know you’ve given a lot of thought to how the role of the lawyer needs to evolve to serve family offices better. Can you share your views on this?

Family offices are unique in that they work on very sophisticated transactions and get to act with complete autonomy. When you think of a large investment fund or a publicly-traded company, the deal teams need to answer to the investors for every material decision they make. This means that the risk of deviating from “market” terms is often too high for them to consider. If off-market terms in a deal don’t work out, their investors want answers.

Family offices are a lot more sophisticated than your average investor and don’t always want whatever “market” is. I’ve found that they want pragmatic approaches, creative solutions, and, very often, they want to pursue investment strategies that aren’t necessarily traditional or “market”.  This is why a lot of family offices are disillusioned with their legal representation. They understand the billable hour structures and incentives for inefficiency law firms are generally subject to. I think what family offices expect are lawyers with an understanding of market terms, high-level work products, and transparent and efficient billing practices. But, more importantly, family offices want to be able to trust their attorneys to tailor sophisticated deals and strategies to their priorities, goals, and values in an authentic manner.

Can you talk a bit about your journey into the impact space?

I think this goes hand-in-hand with my last answer. What’s been most fulfilling for me professionally has always been achieving real goals and making a difference. The same way family offices want to achieve their specific goals, impact clients want to achieve a certain outcome that isn’t just economic.  Impact investing, by definition, seeks to deviate from the market and achieve goals that change the world for the better. I genuinely feel that to provide the best possible service to our impact clients, we need to care about their outcomes. Otherwise, we wouldn’t have the alignment necessary to achieve the best outcome and not just the “right” outcome (from both an impact and financial perspective).

This alignment in goals and the prospect of making a real difference in the world for the better has reinvigorated me professionally and personally. Unfortunately, it’s not something many attorneys know is an option.

How do you spend your time when you’re not working? What are some of your hobbies and interests?

When I’m not working, I spend a lot of time with my wife and two dogs. I try to travel as often as I can and pick up as many hobbies as possible. This currently includes hiking, boxing, tennis, attempting to play the guitar, playing cornhole, perfecting the art of cooking ceviche, yoga, going to music festivals, and camping. I really enjoy things outside of my comfort zone and try to keep things in perspective.


View Sebastian’s bio


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