The Other Side of the Table | Gabriel Miranda & Gana Misra on Securities Law

In this episode of Finrep’s podcast, Gana Misra, CEO of Finrep, sits down with Gabriel Miranda, senior associate at MSK, to look at SEC reporting from the legal seat. Gabriel traces a path from in-house at World Fuel Services to Greenberg Traurig, then Lucosky Brookman in New York, and now MSK, and explains how a JD paired with an MBA in finance shapes the way he advises companies, C-suites, and boards on securities law and governance.

The conversation covers where the line falls between what the SEC reporting and accounting team owns and what outside counsel owns on a 10-K or 10-Q, how the registration toolkit comes together across S-1s, S-3s, S-4s, S-8s, F-1s, and tender offers, the realistic state of SPAC and de-SPAC disclosure after the boom and bust, and how lawyers and accountants split the work on a comment letter response. Gabriel also talks about keeping risk factors from calcifying into boilerplate, which governance filings create the most avoidable pain, and where AI belongs, and does not belong, in drafting documents that carry real liability.

What you’ll learn:

• Where the reporting team’s ownership ends and outside counsel’s begins on a 10-K or 10-Q

• What the legal workstream looks like in a capital markets deal, and where timelines usually slip

• How lawyers and accountants divide the work on an SEC comment letter response

• What actually drives a risk factor update, and how counsel documents judgment when guidance is unclear

• Where AI can help with securities work, and what should never leave a lawyer’s hands

Tune in to hear how the deal side, the disclosure side, and the reporting side actually fit together.

Full Transcript

SEC Reporting Journal, Season 2

Gabriel Miranda: I think a big thing that's been very present now is AI. I was very lucky to stumble upon this and really get into this, in the beginning of my career.

Gana: And a very curious question. Why a JD plus an MBA in finance?

Gabriel Miranda: And, you know, it's funny because being honest, I was actually thinking about even pivoting out of law at that time. I use AI, as a tool, right, to assist me sometimes. AI will make this quicker, but you need to know what you're doing.

Gana: Welcome, everyone, to the second season of SEC Reporting Journal. Brought to you by Finrep AI, a purpose built AI for financial research and reporting. I'm your host, Gana. Dialing in from San Francisco.

Today I have with me Gabriel Miranda from San Diego. Gabriel is the capital markets attorney at Mitchell Silberberg and Knupp LLP, focusing on microcap and small cap companies. Gabriel has a fairly unique profile where he has a JD and MBA in finance, and he speaks fluent Portuguese and conversational Spanish. He has extensive experience with IPOs, up listings, direct listings. He represents clients and securities laws, mergers and acquisitions, and corporate governance matters. He also advises public companies to comply with their obligations under act 34, including annual, quarterly and current reports and proxy statements.

Welcome, Gabriel. Can you help us walk through the career path that you have taken, what has brought you to where you are? What drew you to securities and capital markets? And a very curious question. Why a JD plus an MBA in finance?

Gabriel Miranda: Yeah. Gana, thank you so much for having me. Excited to be here and talk a little bit about myself, about the industry, and a little bit about what I do. I think the SEC recording is something that, you know, it's a collaborative effort all together. Right. So, it's interesting to get different points of views on this.

So, you know, with regards to my career, I started in house, actually. Right. So I worked at a Fortune 500 company, during law school, was my third year of law school still. So the next shift, and at the time, I was actually doing commercial contract review there, but the assistant general counsel was able to pull me into the SEC reporting type of work. So that was really my first exposure to 10-Q's, 10-K's, section 16 type of filings and things like that. And you know, they were a, they are a very big company. So they had a very robust team put in place in charge of working through SEC reports and things like that.

And, you know, I was very lucky to actually stumble upon this, I think, because I was in Miami, where I went to law school in Miami. So this type of work of securities and capital markets is not as common as places like L.A. and York, Boston. Right. Where a lot of those positions are present. And, you know, I was very lucky to stumble upon this and really get into this, in the beginning of my career.

From there, I was able to leverage the position of Greenberg Traurig, continue working with SEC reporting there. And then, at the time, I had a student visa, actually, so I was only able to work there for about a year. And then after that, I did my MBA. And, you know, it's funny because being honest, I was actually thinking about even pivoting out of law at that time, which is why I got my MBA. I thought that if I went back to practice to give me a business side view of things more than just the legal side, and it would also give me a little bit more accounting experience, which I think that, you know, a lot. It's another way to kill for a capital market securities attorney, because a lot of times when we're looking at city reports, maybe some attorneys will naturally be looking at financial statements. But we make sure that, you know, I have a firm experience of reading others, but also from my MBA, I was able to understand more of the accounting side of things. Right.

And then after my MBA, I worked a cost key, and that was the height of Covid ratios 2021. So I was able to get this position remotely. And they are a firm that's located in New York focusing on micro-cap and small cap companies. And on that portion of my career, I got a lot of capital markets experience and a lot of deals, IPOs, which complemented really well my SEC reporting experience from before and of course, since then been given up for years.

And, you know, it really was happenstance that I ended up in this career. I think that in Miami, a lot of people become litigators. So I was really happy to actually be able to start there and obviously continue my career in this area. And I think that the GVA together really offers me more value to clients. Right? I think that I work with a lot of small cap and micro-cap clients that, you know, have 50 accounts working on the financials, right? So sometimes these companies go public and they really don't have a robust team in place. So I think that being able to give that direction, sometimes look, we're not accountants. So we can't really give you accounting advice. But from our experience, from my own accounting knowledge, I'm able to point to clients sometimes things that we see in the financials, they're not, you know, currently present there or, you know, an accounting treatment. And I'm like, oh, I've seen this differently. So I think it gives the client a little bit more value from what we can provide as attorneys or some.

Gana: So you end up advising companies, C-suite, boards on security law and governance. For the audience that we have, which mostly knows accounting side of reporting, can you help describe in detail what does the capital markets and securities lawyer actually do on a day to day basis?

Gabriel Miranda: Yeah. It depends on the day. Right. I think that it's funny because if you look at even what I did this week, I worked a little bit on a Spac IPO. I worked a little bit on a direct listing. I worked on a Spac, all in just one week. But if you asked me last week, I be, you know, I've worked on proxies in ten key issues and things like that. We're probably gearing up for another 10-Q soon for Q2. So it depends on the day and depends on what I'm doing.

But it, I think we wear a lot of different hats. I think that, you know, we sometimes are just simply advisors. When a board of directors member or an executive has a question, we just give our legal advice. Other times for negotiators, or a lot of times for these deals to happen, we're the ones, you know, taking the lead in negotiating underwriting agreements and business combination agreements and things like that. But I think we also serve other even at the ministerial tasks. Because, you know, we attend board meetings, we take minutes. We'll prepare for resolutions.

So I think that, you know, what we can do with securities and capital markets attorney, you know, it's a very broad range of things. You know, you see sometimes attorneys that work mostly on deals or sometimes attorneys, they only work when they see reporting. In my case and I make, we have a full suite of services. Right. So we, depending on the client, we offer every type of service that they require in terms of corporate governance, corporate, you know, general corporate services and things like that.

Gana: Got it. So most of our baskets actually help prepare these filings from an internal reporting perspective. You help draft these and review it from a legal lens. So for a typical 10-K or a 10-Q, where is the line, what SEC reporting and accounting team owns and what does an outside counsel own?

Gabriel Miranda: Yeah. Interesting question, because a lot of times when we're reviewing these reporting, these periodic reports, you know, a lot of my comments are, you know, I just defer to the accountants, right. Because that, that's where the line is usually drawn. But generally speaking, right, the accounts are going to be in charge of the financials, financial statement notes, taking and taking account, accounting treatment of things. You know, they're partly responsible along with management for the DNA. So, and then, you know, as legal counsel, we are reviewing pretty much the entire body of the form 10-Q, 10-K, whatever it is, for compliance, regulation, S-K, for example, and other SEC rules.

But, you know, I think that's where we can provide more value than sometimes other alternatives. I myself, for example, I look at the financial statements themselves as well because, you know, like I said earlier, based on, when we see so many financial statements at this point. So sometimes we see something that shouldn't be included there, sometimes we know something that happened with the company, maybe litigation, maybe some other commitment or contingency that would have triggered an accounting under the SEC 450 or something like that. Right. I think that we're able, because we have that knowledge in accounting as well, to provide that guidance. Ultimately we refer to the account, of course, but I think generally the line is financials, accounts, everything, you know, pretty much legal counsel and management.

Gana: Got it. From a diligence lens, where does legal most often catch issues that other people miss? And where do you rely on the other side to actually catch what you cannot for diligence?

Gabriel Miranda: You know, it's interesting because, I mean, obviously is diligence. We're the ones that will be driving that. Right? So, the accounts are not as involved in that, but in terms of the SEC reporting itself, you know, it's, I think that sometimes it happens, for example, right. Management is always responsible of the MBNA, but we work with management closely to make sure that, you know, regulation S-K compliance is met and that all the information is included there. But sometimes, you know, accounts are able to catch something in the, in terms of numbers or something that does not match with the financial statements that, you know, that's what I like having account are, you know, involved with this type of thing as well, because it doesn't end at a financial statements. Right. The disclosures and the numbers have to really be a fit and be consistent with the financials.

So a lot of times we like to have the accounts look at risk factors and even mtDNA and other things to make sure that all flows through correctly. But, you know, I think that it's a collaborative effort, right? I think that, you know, accounting and legal management, we all work together to the same goal to have a filing that is complete, accurate, and, you know, compliance with SEC rules. So ultimately, we're all driving towards the same goal.

Gana: And from a counsel's perspective, Gabriel, what makes a reporting team a pleasure to work with versus a painful one? Do you have some of the examples from past that you could go across and shed, which would have been very interesting for guests to go across and year?

Gabriel Miranda: Yeah, I, you know, I wouldn't use the word painful. I think that it's more interesting, let's say, to work with companies that, you know, we've, we work with a lot of companies or small cap companies or companies that, you know, went from startup to doing an IPO or direct listing. So, you know, they don't have a team of 50 people working on the financials. So, you know, sometimes it requires more of our advice and sometimes our guidance for these companies to put together 10-Q. Or sometimes we prepare even the initial 10-Q for the company to actually fill those in as needed.

So, you know, I think that it's more interesting to work with smaller companies because we tend to be very involved in the whole process. And I personally like that. You know, I've worked with some clients that, you know, I've been doing their periodic reports for years now. So we get to see the company growing into different disclosures and how we adapt the narrative to be compelling, to show the growth of the company, to show what has changed in the last four years. Right. So I personally like these type of clients because we do get to be very involved with them and we work directly, management, board members and things like that, versus companies that, you know, they're bigger. So we really we're doing the form 10-Q in terms of the SEC review, but our involvement with disclosure is not as important as it is for these other smaller clients that really rely on us to give them the right advice and guidance so that they can be SEC compliant, compliant with their exchange listing requirements as well, and things like that. So I personally like to work with these clients because we get to really close with them and grow a relationship that goes beyond just business.

Gana: But a new counsel who is joining in and working on the SEC reporting with these teams, do you have some advice for them to how to make their experience really smooth? How to avoid hiccups?

Gabriel Miranda: Yeah, I think that, you know, from the accounting side, I would say it's really important to be prepared and think, you know, be smart, think about things early. Right. You know, right now we're almost done with Q2. So it's good for them to start thinking about closing out the books and start preparing the financials, because by the time you think you get to us, we like to have a draft that we think is, you know, almost final, at least in terms of the financials, because then it's just easier for us to work that way, right? We can point something out, but we're not asking for accounts to rewrite the whole financial statements or anything like that.

I like to learn from them as well. But I think that counsel should learn, not learn, but they should listen to a lawyers as well, because sometimes we do have comments that, you know, the accounts need to work with us to get them solved. So, being able to listen and understand their comments and be collaborative in implementing those in the financials as well. I think that's a huge thing.

I also think that, you know, in terms of the team itself, right, we see a lot of these smaller companies that, you know, maybe a CFO or the other accountants that are working with the company. They don't necessarily have public company experience. Right. Like some of the CFO, they're not even thinking about that type of thing while the company prior. Right. They have a mindset more towards, you know, developing business and raising capital and things like that. So you know, ensuring that your team or even sometimes getting an advisor to assist with the transition, it's really important to be, especially when you're going public, to be really prepared for that transition. And then as you evolve as a public company to really think about how to improve the team, how to make we grow the team, to make sure that the process goes smoother going forward.

Gana: Correct. Gabriel, on the deals side, you do draft the full registration toolkit and tender offers for a company which is planning to go public, and it looks like the current administration and regulators want more companies to go public. What does a legal work team look like, and basis your own experience, where you have seen timelines usually slip?

Gabriel Miranda: Yeah. Great question. It's, it's, you know, IPO timelines and things like that. It's very discussed in our industry. And one, to me, one of the most underappreciated things about being public ready is all the financials. Right. You know, a lot of private companies, they want to go public as soon as possible. But, you know, it takes, I think that the process to go public begins way before we're even thinking about drafting the form S-1. Right. It's making sure they have, you know, robust processes in place. It's making sure they have your audit financials in place because you don't want later to have a restatement or something like that. That would really delay your IPO once you're already in the process with the SEC or something like that.

So I think that's one of the things that private companies do not appreciate enough. They takes a long time and through no fault of the auditors, by the way. You know, it's just a process that does take a long, a long time and a lot of work from management. You know, they're going to have to be very present in the process. And so because of all the requests from auditors. So I think that's number one, one of the things that, you know, push timelines a little bit because sometimes planning is just, would they think it's going to take three months. They six months. Right. So that's number one. So making sure that your company is in a place where you can start thinking about being public is number one, is making sure they have, you think about corporate governance and all these things early on, getting put perhaps an advisor to distribute distributor transition, things like that.

And then after that, once you really started the process, that's where most of the time we come in, right? We have, you know, the form S-1 drafting, right, where we are and working with management to do business tax and risk factors, MDMA, which, you know, while we're doing that, we're balancing. Right. The legal side of it to make sure it's compliant. But also, you know, especially if you also want to make sure that the company is telling a compelling story. It's telling their growth story. It's making sure the investors understand what the business is. So it's really balancing those two things together can take a long time to because, you know, drafting a business section is something that companies sometimes don't do before, right, for while they're public. So it takes a long time.

And then concurrently with that, right, we're doing exchange listing applications, Nasdaq, Nike, whatever. And I think those are the second bucket of things that can delay an IPO. Right. In SEC review. After you file your first, that's one it can take. It takes up to 30 days. And every other amendment takes up to ten days.

Nasdaq, you know, especially now that we're seeing the Nasdaq is really making more restrictive to list. Right. Or Nike as well. They're both becoming more restrictive in terms of accepting companies to be listed because, and I'm giving you an example for Nasdaq. Right. They now have a discretionary authority, under a new rule, to really deny listing for reasons beyond a company satisfy those listing requirements. Right. So I think that really the question now is, does the company belong on the exchange versus doesn't meet the requirements? I think that's a very important point for companies trying to think to go public now, because that is also something that can lengthen the process.

Now, given where Nasdaq rules are at now, and you know, and then obviously while we're working on that, we're also preparing a corporate governance structure. I barring policies, clawback policies, insider trading policy, the community charters, you know, like, so all those things are happening at the same time. So, you know, workstream is really a collaborative thing now, working with our accounts. We're working with the auditors. We're working with a company, working with underwriters, counsel, underwriter. So, you know, that's why the process can take a long time because there's a lot of parties involved. And you know, that's not even talk about an IPO hits back. Right. There's even more parties involved there.

But so I think that, you know, that's something that private companies need to be really cognizant about is that it takes a long time and it takes a lot of preparing. And I think that especially the all the financials in SEC review and Nasdaq review are the three biggest things that companies should think about in terms of their timelines, to be realistic about it, in terms of when they are actually going to go public.

Gana: But you did mentioned Spac also, that you are doing some work on them earlier in the week. SPACs went through their own boom and bust cycle few years ago, and they seem to be coming back. Where you sit right now and have a macro view on the capital markets, what's the realistic state of Spac and Spac disclosure today? Capital.

Gabriel Miranda: Yeah, so, you know, Spac, of course, they went through quite a, quite of run in 2020, 2021. Right? We had a lot of SPACs, a lot of these facts. And, you know, I think that it was somewhat of a perfect storm at that time. Right? We had historically low interest rates, which kept redemptions much lower than they are now. You know, we had a lot of retail investor enthusiasm around that time. So I think all of that really contributed to a huge boom in the Spac market at that time.

But you know what? Also happened is that a lot of the SPACs that did go public did do this fact, you know, given that the disclosure requirements were much less tight than they are now. Right? And they could do a lot of other things that they cannot do now. Projections and disclosures are, they require more disclosure about conflicts and things like that. Right. So, you know, a lot of those companies that went public, I don't think they were inside the right fit at the time. I think that, you know, there was a lot of enthusiasm about these SPACs, but some of these companies had astronomical valuations or projections that were not as realistic as they should have been, or even public companies that went public without, you know, having a lot of that foundational infrastructure ready to even go public in the first place. Right. Well, we talked about a little bit about earlier, which is public readiness. Right. I think all these companies may be bypassed with the idea that SPACs can get them quicker to the market. And, you know, that fact is true to this day. But, you know, a lot of these companies at the time were not ready, I think, to go public. Right.

And I think that's the main difference we're seeing now in 2020 for SPACs, had heightened disclosure requirements now, and they are still applicable now for both IPOs and SPACs that, you know, really going to sponsor compensation, conflicts of interest, you know, things like that. I, you know, it allows for more protection, I think, and more disclosure and more transparency for the Spac market. But at the same time, I think you limited the SPACs that were, you know, going public.

And although we are in a run right now since last year, we had a lot of the spectacle public, I think that we're seeing a lot more disciplined approach at this point. I think that sponsors now are participating in the market. You know, they're very experienced. They have genuine, you know, sector expertise and real relationships to target. And that's what we're seeing. A lot of serial Spac filings, are we've seeing a lot of the same SPACs going public time after time. This because a lot of these sponsors, they just have the experience. Right. So I think that's what we're seeing now, a lot more disciplined approach for target search, a lot more expertise, and experience for the sponsors. And I think a lot more realistic valuations for the target.

And I think personally that the pipeline for these SPACs, from this round of SPACs, is really encouraging. I think that, you know, we're seeing these mega IPOs also happening, right? Space-X, I think we have, you know, have anthropic chat. And OpenAI also filed your confidential filings. We have a lot of, you know, so I think that the pipeline proposal is really, I'm very optimistic about that for, you know, the second half of the year and going into the next year. The pipeline for these SPACs, specially, I think is really strong. We're going to see a lot of really strong targets going public. So I, you know, I'm very encouraged by that. I think that this time around it's going to be different. Obviously, there's still going to be competition on it, may not necessarily, you know, have as much success as others, but I do think that this time around will be different and much better than last time.

Gana: Can you walk our audience through how an underwriting and auto merger agreement comes together under a deadline, and what often is the, becomes the sticking point? I'm assuming you already mentioned Ultratech financials. We'd love for you to educate our audience.

Gabriel Miranda: For underwriting agreements, you know, for an IPO or like any other public offering, it's a lot simpler than, for example, business combination agreement for the Spac, right? Because when you're doing a business combination agreement, you're thinking a lot about tax as well and a lot of other things, you know, structure of the deal, jurisdiction of the deal, terms of company of merger concentration. Right. So a lot more work goes into those in an underwriting agreement.

So for an underwriting agreement, really it's just negotiating between us and underwriters counsel. A lot of times we get feedback on the company, in case underwriters counsel pushes back on something like, hey, are you okay with this? Do you want us to push back? We give them a general sense of market practices, and I think that process is usually a lot more straightforward than BCA. Right. Business combination agreement.

If you're looking for a business combination agreement, though, you know, we've seen, we've literally seen BCA and mergers fall through because of a tax issue, right. Where there's negotiating BCA and something tax doesn't get resolved. And they just abandoned the deal altogether. Right. So tax is really important, character to deal structure is really important. So these are the main things I think would be a sticking point for that. Besides obviously the merger consideration.

But you know, I think that it's just a collaboration, right? I think otherwise, counsel, they're not, it's totally opposite to us by some estimates, litigation where you have an opposing counsel. We all want the deal to work. But sometimes, you know, some deal points become really sticky to our clients and clients for a reason or another. And that can make the viewer fall through. You know, we never know.

Gana: Around deals falling through and writing disclosures, how do you keep these risk factors from becoming boilerplate, and what actually drives an update?

Gabriel Miranda: Yeah. So risk factors, it's interesting, right. Because we think mostly about them on ten case. Right. That's way you are doing your end your report. You are describing all the risks applicable to the company and its business. And a lot of the updates go into that filing, and the reason is, you know, there's been a year from the last 10-K and there have been subsequent 10-Q filed, and sometimes those 10-Q filed will be updating the risk factors, including the 10-K. Right. Something happens in between. If there's litigation, there's, you know, anything that happens in between, I think anything kill, we're going to likely include an updated risk factor for that or a completely new risk factor for that. Right.

And the main, it's all driven by materiality. Right. Is there a material risk that was not contemplated before in a previous filing that should be included in the 10-Q, for example, after the 10-K filed? So we do that analysis every time, right. And sometimes even, you know, there is an offering. Right. And then and you risk arrives relating to that offering. So the offering, the offering prospectus supplement or prospectus or whatever is going to have an update to respect your about that specifically, you know, so it's all a jump on materiality. And then wants to get to the new year, the new annual report, we update everything again. But generally, you know, it's all material, materiality, right? It's like, is it mature to the company, to mature to the business? Is it material? You know, is it going to impact the company in in mature way that we should disclose in the risk factor. So investors and readers understand how that can impact the company.

And that goes to your question. So about boilerplate. Right. Because the SEC really does not like boilerplate risk factors. Right. It's in their guidance that it should never be boilerplate, should be applicable to the company and it's business. So you know, for example, let's talk about, you know, there's a risk factor by the Strait of Hormuz closing. How does that impact the company? Is that, are you dependent on energy markets? Are you dependent on that, you know, that fuel oil, whatever is being transported, that is not being able to be transported? Is that getting back to you in any way, or any other supply chain concentrations being impacted by that? So we always need to think about these broad macroeconomic factors and then narrow into the company. How does that impact the company? And then that's how the risk factors drafted.

Gana: Okay. What governance trends are you advising different boats and C-suite right now that you think more reporting companies should be tracking, Gabriel?

Gabriel Miranda: I think, and, you know, there's, there are topics that are always hot topics, right? I think cybersecurity, you know, conflict of interest, related party transactions and whatnot. But I think a big thing that's been very present now is AI. And, you know, I think that a lot of people, including board of directors, companies, are very excited by, and, you know, so am I, right? I think that, for example, I use AI as a tool, right, to assist me sometimes. But, you know, I think that's where the line sometimes gets blurry in terms of how can board of directors, for example, use AI.

And one example is, for example, can a nice software take board minutes? I would recommend against that. Right. Because we don't know what kind of framework or protocols we have in place to protect the information being discussed in the board meeting, which most of the time can be what's your nonpublic information? How do you protect that from being shared into an AI software? How is that going to be kept from the AI software itself or whoever else? So there's a lot of privilege questions, is not a lot of mature nonpublic concerns as well. So, you know, I think that is something that, you know, so board minutes or even boards resolutions, you can use the AI for that type of thing. But I think it's always good to have a lawyer look at it too, so that we can make sure that all the right resolutions are included.

So I think AI has been a huge thing. Privilege has been a huge thing, in how the usage of the AI, a journal, public information, how does that play out with each other? And it's been a very hot topic, I think, for board of directors, because sometimes, you know, we attend board meetings, right? We take those minutes. And sometimes I think that taking minutes for board meetings, it's kind of an art, right? You want to stay the right things, you want to say as much as needed. But, you know, there's just, there's a way of drafting into sometimes, I mean, I pick up board. So I think that right now the main thing is just urge caution of the AI usage for this type of thing. One involves, and I think privileged or anything that could be considered mature, not public information gathering.

Gana: Touching on the topic of AI and future of work, what are the different kind of AI tools that you have been experimenting? Which are the ones that you actually like in your workflows today?

Gabriel Miranda: Yeah, so I use squad AI, squad, very frequently. And I mostly use it as a thinking by the, let's call it, I use it to brainstorm a lot. I, you know, I have conversations with them in terms of sometimes I'm trying to think that there's something I want to see what they think. And I think what the most important thing is about lawyers trying to use AI to always triple, I don't even think double check it, triple check things that come out of AI. And, you know, I think it's a really useful tool for that. In terms of like brainstorming, it gives me great ideas. Sometimes I push back on it and it's like, oh, you're right, push back. I, I for me did something before. So I think it's really important to be mindful that it's not a replacing us or our judgment right now, but it can very well be used as a tool.

I also use it for, you know, sometimes I need to draft an example warrant to know this is right. There's an adjustment to the exercise price of a warrant, and it should be distributed to warrant holders. You know, I, it's great to do that. If they have a template, they can throw out 30 of the same back at me much faster than I would have done, you know, manually.

So I think the AI is useful. It's not where I'm comfortable taking over most of my responsibilities, but I do use it where possible because I do think it makes us lawyers, number one, I think it's important to keep up with technology. I think that AI is an incredible tool, and I think it's going to keep improving. Right. So it's important to keep using it, keep testing it and seeing how it fits your workflow and how it fits our job as attorneys. But I think ultimately, our judgment is still unparalleled in terms of AI and what we can give executives and board members and accountants and clients and things like that. So I think that, you know, I use it. I love it, but it's something that needs to be used with a lot of caution and a lot of understanding that you have to double check things.

And I think that goes to a lot of companies, too, that, you know, may have an understanding that maybe if you throw into your QuickBooks, financial statements will pop out. And I don't think that's necessarily the case. I think it can be used to guide and assist, but it doesn't replace either our judgment or accountants, judgment and real involvement in preparing the financial statements audit.

Gana: A lot of work that you do today carries a real liability. Right. How do you view AI drafting and reviewing SEC filings, and to the broader team? Where does privilege, accuracy and professional actually responsibly draw a line in terms of using AI? How would you want to communicate this to the community, broader community out there?

Gabriel Miranda: Yeah. So, you know, using in my own firm as an example, we just adopted any AI in terms of like our usage of it. So we have access to claw now, and we're working, you know, still internally to make sure we have the right protocols and frameworks and tech team, you know, privileged information and all that, right? Because as attorneys, we, that's our biggest concern, right? We have attorney client privilege with a lot of the information that's shared with us. So how do we use AI without breaking that. Right. So there's been a lot of work. You turn on the other firm to make sure that we can use it in a way that doesn't impacts privilege, privacy and all of those things. So it's being a limited use so far.

I think that a lot of the mechanical tasks can be done with it. But I think once you start getting to the territorial, whether or not you're not public information privileged, I would caution them to use the AI only if you understand how it's being, the information is being kept, recorded and used by the AI software company or whatever. It's self mod. Right? So, it's still a growing discussion. I think there's a lot of work to be done, right, generally in terms of how lawyers can use the AI in a way that doesn't impact our privilege, that we have clients.

So, for example, I would not necessarily want to throw something that's really, you know, mature, inappropriate, that be sensitive about the company. I don't know if I want to share that with any AI software. Yeah, because I don't necessarily understand how that's going to be recorded and kept by Western Way in there. Right. So I think it's just being cautious of it. If you have questions, ask your lawyer. You know how you can properly use it. Because we are all basically thinking about those things right ourselves. So I, but I think that a lot of mechanical tasks and many of the ministerial tasks, that's where I shine. I think that's where, you know, where it does require judgment. That's much you requires just quick, repetitive work or something like that. I think that's where AI can really shine right now and even more in the future.

Gana: What I'm hearing from you, Gabriel, judgment should not leave our lives. Hang in terms of the different mechanical workflows that you are involved in, if AI could reliably handle one of your workflows tomorrow, what would you hand it over the first?

Gabriel Miranda: Yeah, I think, yeah, in line of what I've been saying, just mainly, you know, some tasks don't require the judgment that may be, you know, for example, when we were working through a disclosure in the MDR or the business disclosures or whatever it is, right. A lot of times we use our judgment and discuss with management: how much do we want to say, how can we be accurate and transparent at the same time, keeping with management expectations on how much to share? So that type of judgment, I think, still is best kept with the lawyers.

And but, you know, board resolutions perhaps, you know, those are very straightforward. And once we could, for example, have a model that knows exactly what to say or even use our templates that we have of board resolutions and use those to draft future ones. I think, you know, board resolutions, know this is transfer agent instruction. A lot of those things that are very boilerplate is just a document that says, you know, it's very factual. I think those things AI could take over very easily.

Which begs the question, right. I think that, you know, for junior associates, how do you build that initial experience without doing those things? But that's a whole other conversation. Right? But I think that that is something AI will soon probably take over in terms of what I do. Right. As a senior associate, you know, I can draft resolutions and instructions and all those things quickly, but I can do it probably two minutes. So once AI would be able to reliably do through AI those things, I'll probably do it. And then just obviously always double check either way. But I think that's where AI will soon take over.

But then, you know, as someone that is a practicing attorney in the community, I would ask, how would that impact the training of junior associates? And again, that's also a conversation that's going on a lot in the industry about how do we, how do we balance. Right. Because a lot of these junior associates, that's how they learn these things, right? That's their first draft of a board resolution or doing closing deliverables. Right, which are both in and play. But in a way, it's good for them to understand going through them or why it's done in a certain way. So you'd be interesting to see how the interest even evolves to kind of balance those two things.

Gana: Got it. Even internally within our own company, when we discuss about some of these things and we see a lot of these Slack messages being written out completely, but I, we actually cautiously advise people to actually own up the final outcome of that message. You can have those first drafts using you. And yeah, that's a problem that has percolated across different work streams right now.

On the parting note, Gabriel, for law students who are right now studying in college and are feeling very uncertain about how the future would translate through, or a junior associate, which is realizing a lot of the work that they were doing is actually a one shot away from a plot or an open AI actually executing it, and and doing, how should they be thinking about the future basis your experience? What should they be focusing on today? Do you see amalgamation of different kind of skills, like the one that you brought in through your profile with the setup of law and finance? Should they also pursue something like this? What would be your general advice for people who are thinking too much across in terms of what I could and could not do, and how should their careers unfold?

Gabriel Miranda: Yeah. Great question, actually. And I think, you know, our law, it's going to be something that the whole ecosystem of law and, you know, law students and law firms, we're all going to have to probably work on reaching a determination here. Because I think that, you know, one thing that I think is important is for law students to start thinking about learning how to use AI. And I think that, you know, I went to law school ten years ago, but so I was not a thing. But I expect fellow law students are using the AI right now in law school, so I think they are learning how to use it.

But I think you'll be up for the law firms to, to want to become junior associates. And they have the AI, those skills already, kind of, they already began using it for legal research or drafting. I think you may be important for law firms to understand this shift, and maybe give these attorneys more substantive work early on so that they can use AI, but at the same time, do something that requires them to think through it, because that is how you ultimately learn.

I think that a lot of law students that will be entering this industry, the big thing for them to understand is to be curious and be proactive and be really, just get things done. Be the person to get things done in terms of, you know, AI will make this quicker, but you need to know what you're doing. At the end of the day, you need to know how to look at it, 10-K and draft risk factors and negotiate a BCA. And you only do it by doing. You only learn it by doing it. Right. Obviously.

So I think law firms we need to understand that shift, get them more substantive work early on so they can start thinking about these things and start learning it, because they'll be using AI for the mechanical things. We don't, we may not need them to do those things anymore. Right. And certainly they think that your pages actually will be able to do that. Right. So I think they'll need to start thinking, law firms need to start thinking about giving them more direct experience early on so they can start learning. And I think law students and junior sources to be proactive about getting some of that work, some of that exposure early on, because I think that, you know, they can't only rely on what junior sources have done in the past ten years. I think their experience is going to be vastly different.

And I think you'll be up for everyone in the ecosystem to really get together, find a way that makes this work as it keeps evolving. You know, you see law firms themselves are, you know, creating their own AI, for example, right? So there's going to be a lot of AI proven in the next few years. And I think law firms will need to, truly I think they need to be the ones catching up at this point in terms of how to balance the AI usage in, yeah, growth we've had in the last five years or so versus, you know, how to teach these junior sources how to be a corporate attorney and not just in the AI prompter.

So I think so, yeah, I think it will be, it'll be interesting to see in the next few years. You know, I think we're seeing these AI models becoming incredibly powerful, you know, every month almost. Right. So, I think it will be an ongoing progress, ongoing process for everyone involved. But I always just say, for law students and junior associates, just be curious, be proactive, try to learn what you can. You know, I think that with AI on your hands, you can even learn, put your three AI, but always double check things. If AI told you something, go to a form, check on a form 10-Q. If AI told you something is in the under the agreement, they will check the agreement. So and that is one way they can also learn, because I think that, you know, they can use AI to kind of give them maybe a summary or something, but then they go each of the substance of the actual document and learn by reading and understanding. So it will take some adjusting. But I think it will drive the industry for the better in terms of efficiency and whatnot.

Gana: Awesome. Gabriel, thanks for taking our time and sharing your words of wisdom with everyone in the community. Have a great weekend.

Gabriel Miranda: All right, Gana, thank you so much for having me. And, you know, I think that this industry is such an incredibly interesting to work in. So I think that for anyone interested, of course, they may have my context as well, so they can reach out and, obviously, if anyone watching this has any questions about your own reporting, or anything like that, you know, me just bringing up MSK is the firm I work at, and we'd be happy to have a conversation. So thank you so much.

Gana: Thank you, Gabriel.