YOU CAN BRING

ANYTHING INTO

FOCUS.

IT JUST TAKES

THE RIGHT LENS.

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orrison & Foerster is among the largest law firms in the world, with approximately 1,100 lawyers in seventeen offices throughout the United States, Europe and Asia. We are one of the leading capital markets law firms in the world, advising issuers, underwriters and agents in domestic and international, private and public financings, as well as on product structuring, derivatives and commodities transactions and regulatory matters and liability management transactions. Our work receives broad recognition by Chambers, IFLR1000, Legal 500, the Financial Times, Thomson Reuters, Bloomberg and other third parties. The Financial Times’ 2012 U.S. Innovative Lawyers supplement gave us a “Standout” ranking in the category of finance and said, “Examples of innovative lawyering include Morrison & Foerster’s work for Royal Bank of Canada in bringing about the first-ever public offering of covered bonds in the U.S.” We are ranked in tier 1 nationally for securities/capital markets in the U.S. News & World Report rankings. Given our global footprint, and the close working relationship that exists among our offices, we are recognized for our expertise in cross-border and global transactions. But, you have probably heard all that before from many other law firms. Indeed, there are many fine firms with excellent capital markets practices and comparable awards and rankings.

So, what is it that sets us apart? Why us? Why MoFo? Well, we think it has a lot to do with the “vision thing” (set aside any rush to assume that the reference reflects any political affiliation). It’s not that we purport to see more all the time (metaphorically, of course, since, as you’ll quickly realize when meeting us, without glasses or contacts, most of us might not see a thing), but we do firmly believe that our vision of our role as our clients’ business advisers, counselors, collaborators and, much of the time, friends enables us to see opportunities where others may only see problems. Understanding our clients’ businesses and having the context that comes from decades of working regularly with a broad range of clients,

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from start-ups to Fortune 100 companies to some of the world’s largest financial institutions, as well as a deep appreciation of the regulatory environment in which our clients function, lets us see what’s ahead. It lets us anticipate issues, not just identify them. Certain clients seek us out for our expertise in a particular area, such as derivatives, or structured products, or covered bonds—all areas where we are preeminent. Often those clients find that we are specialists who also are extremely talented generalists. And, it’s that ability to know your area well but also have broadly gauged skills honed by undertaking a range of transactions that informs and shapes our advice. This lets us see beyond conventional approaches and “import” learning from one area to formulate new solutions in another.

Seeing more permits us to create novel financial products or offering methodologies when off-the-shelf solutions won’t work. We don’t save the best thinking for complex matters. We apply the same intellectual rigor to all of our work, whether it is an IPO, an equity or debt offering, or an exchange offer. In fact, you might say that it’s executing hundreds of offerings each year that keeps us intellectually agile and nimble (again, purely metaphorically speaking).We bring to bear the experience of a team of experts in our bank regulatory, bankruptcy and restructuring, benefits and employment, energy, intellectual property, investment management, litigation, mergers & acquisitions, and tax areas. Together, we are especially strong in certain key industries, including cleantech and energy, financial institutions, real estate and REITs, and technology. These industry strengths are essential to enabling us to offer capital markets advice across jurisdictions to many of the world’s largest companies that conduct their financings in multiple markets. The capital markets legal work relating to companies in these disparate industries has something in common—that is, that working effectively with companies in these industries requires proficiency in a number of areas that are core components of what we have done for decades and in which we are known to excel. Let us share our vision with you.

Figure 1: compound microscopeWhen experimenting with several lenses in a tube, Dutch spectacle makers Zaccharias Janssen and son Hans discovered that small objects appeared greatly enlarged. Unknowingly, they made it possible to see things that others couldn’t. Even without a compound microscope, we try to see opportunities and issues that often escape the attention of others.

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when iceland’s economy was growing by double digits and its banks were able to finance an array of activities, they got plenty of attention and had many admirers. At the end of 2008, after Iceland’s financial regulator nationalized all three of Iceland’s largest banks, admirers were in short supply. In response to the government’s action and the perception that Iceland would not honor what was taken to be a guarantee of non-domestic bank depositor claims (under EU law), the UK government froze several billion dollars of an Icelandic bank’s assets; regulators around Europe placed the bank’s subsidiaries into administration; and banks and U.S. and European bondholders began to take enforcement action against the bank’s assets around the world. In response to the growing concern that assets of the Icelandic banks would be dissipated by a race to the courthouse by creditors, several financial and legal advisers were asked to design and implement a strategy that would allow for asset preservation and that would enhance the value to be distributed to all creditors. There emerged several novel suggestions. Unfortunately, none seemed particularly promising. But, through close examination of Icelandic insolvency law, we were able to identify, then draft, amendments that, when approved by Parliament, enabled the three Icelandic banks to seek the protections from foreign creditors available under Chapter 15 of the U.S. Bankruptcy Code and the EU Winding-Up Directive. This permitted the banks to continue to manage and wind down their assets over the long term. The American Lawyer has referred to this as our “finest hour”; we’re not sure about that, but we were pleased to have identified a solution. In 2015, when it came time to restructure the instruments that had been delivered to unsecured creditors of LBI hf., one of the three Icelandic banks, we were again able to devise a novel solution. We assisted the bank in structuring an exchange offer, exempt from U.S. securities registration requirements, and in issuing convertible debt securities and equity securities in an Icelandic composition, or bankruptcy, process, which securities were freely transferable by holders.

Figure 1: compound microscope

ACUITY

Clients call us as they are contemplating a possible transaction or a financial product. We try to understand their objectives. These vary greatly. Often they may endeavor to design a financial product to achieve a particular tax or accounting benefit, or that will receive a particular rating or regulatory capital treatment. Or, they may want indirect exposure to a particular asset class or seek to monetize a position without effectuating an outright sale. Perhaps they simply want to hedge their risks. Whatever their objectives, our structuring and product knowledge frequently permits us to help them to reflect on which of their objectives are achievable, and to what extent they can be met by various structuring alternatives. We will have an informed perspective concerning how a particular transaction or structure is likely to be viewed by regulators, rating agencies, or counterparties. We might suggest a different approach to achieve the same or similar goals through the use of a derivative or a structured product. We are one of the leading firms in the derivatives market. In a report on legal advisers, Derivatives Week notes, “MoFo landed the top spot due to its superior structured products knowledge across assets. The firm was repeatedly identified for its innovative derivatives products and transactions…” GlobalCapital, the successor to Derivatives Week, named Morrison & Foerster Derivatives law firm of the year - US in 2015. By bringing together our resources in a number of different areas, including tax structuring, investment management, ERISA, bank regulatory, broker-dealer regulatory, hedge fund products, derivatives and commodities, securitization and bankruptcy, we are also able to anticipate how a product or structure might be viewed by a purchaser or investor. As the debt, derivatives, structured products and funds markets converge, clients appreciate that we have a broad array of alternatives for implementing their investment strategies.

Figure 2: MIRROR

PERSPECTIVE

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Figure 2: MIRRORAs far back as 6000 BC, Anatolians polished obsidian stones so that they reflected light and gave off a mirror image of an object. Even then, it became clear that looking into a mirror often focuses the viewer on important details that may otherwise be overlooked. Clients tell us they appreciate it when we hold up a mirror to help them view their objectives and transactions in a different light.

Figure 3: GOGGLESGoggles have existed in various iterations for centuries. In 14th Century Persia, for example, pearl divers fashioned goggles out of polished tortoise shells in order to protect their eyes from the sea. We work to help clients see clearly, even in murky waters.

Figure 3: GOGGLES

CLARITY

For almost a decade, we have been working with clients on covered bond offerings. Although covered bonds have been around for centuries in Europe, their history in North America is much shorter. We worked with U.S. depository institution clients pre-financial crisis to overcome a number of regulatory impediments and devise a contractual, or synthetic, structure that would permit them to issue covered bonds offshore and to U.S. institutions. A first. We implemented a distinct synthetic framework to permit Canadian banks to offer covered bonds in Europe and to U.S. institutions. Another first. These offerings were all met with great investor interest. We were awarded the Editor’s Choice Award for Most Innovative Deal in 2012 by Euromoney at The Cover Awards in connection with this work. Setting aside the fact that U.S. regulators still have not seen their way clear to adopting covered bond legislation, we worked with a Canadian bank client to obtain no-action letter guidance that facilitated the first U.S. public offering of covered bonds. It also paved the way for a broader group of investors to participate in the U.S. covered bond market, and established a more liquid market for these securities. Despite regulatory uncertainty, and even uncertainty in the housing market, working alongside our clients, we were able to see, and then point out, a clear path to a solution. About our work in this area, Legal 500 wrote that we should be “singled out for … ‘spotting unique opportunities.’” When a new legislative covered bond regime was established in Canada and new guidelines for covered bond programs were issued, we helped our clients establish covered bond programs compliant with the additional disclosure and registration requirements. Now, we are advising covered bond issuers on how best to navigate the new disclosure requirements in the U.S. for mortgage-related instruments.

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we are focused on helping clients understand how to take advantage of near-term opportunities in ways that enable them to achieve their long-term goals. For example, when we begin working with a company on its first private placement, we already have considered and advised it on how this financing will affect its future financings, and on the options and approaches that will work well in the near-term and enable the company to take advantage of the best financing alternatives in the future. We typically represent clients over many years, and sometimes decades, starting with their first capital raise and continuing through their lives as WKSIs. We work to put them in position to access capital in good markets and bad markets, when the public financing window may be open, or shut, or open just a crack. Whether the market environment dictates that the best financing option is an IPO, a Rule 144A offering or a PIPE transaction or other hybrid offering. We also advise on continuous offerings, including at-the-market offerings for equity securities, and medium-term note, bank note, commerical papers and other debt programs. Our clients seek out and appreciate thinking that integrates both near-term and long-term objectives. And we appreciate the opportunity to work with each one at every point along its financing continuum.

Figure 4: BIFOCALS

FORESIGHT

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Figure 4: BIFOCALSInvented by Ben Franklin, who in his old age grew weary of switching between two sets of prescription glasses, bifocals let the wearer see objects both near and far. Even those of us who do not wear bifocals appreciate the importance of both acute near and long range vision.

OUR PRACTICE

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private placementsWe regularly advise issuers, agents/dealers and investors in connection with private placements of equity, debt and hybrid securities. We work with our financial institution clients to devise new distribution methodologies for securities, such as the PIPE transaction and the registered direct offering, which were developed by Morrison & Foerster partners and have become key hybrid financing alternatives. Our partners also are among the thought leaders in exempt and hybrid securities offerings, and have authored the leading treatise in the area. We also are a leader in advising clients on cross-border institutional private placements of debt and equity securities into the United States, regularly representing issuers and placement agents on over 25% of annual total cross-border U.S. private placement debt issues. In its December 2015 innovative lawyers report, we were named as a “standout” (highest recognition) by the Financial Times for enabling client’s business needs for our work on financing Sikuki Harbour, the new national port of Greenland – a secured private placement.

late stage investmentsAs privately held companies choose to remain private longer and defer their initial public offerings or other liquidity opportunities, these companies are focused on raising capital in private placements principally to institutional investors, cross-over funds and strategic investors. Often, these late-stage private placements are a prelude to an initial public offering.

Late-stage private placements raise a number of special considerations for issuers, investors and financial intermediaries. A late-stage private placement may follow after many successive prior rounds of financing and requires addressing the rights of various categories of existing stockholders. In addition to providing a capital-raising opportunity, a late-stage private placement also may serve as a means of providing liquidity to longstanding stockholders, such as angel investors and friends and family. This can take place through a secondary private placement or through a tender for shares held by existing stockholders. Properly structuring a late-stage private placement is important to the issuer’s IPO planning.

iposMorrison & Foerster has for decades been known as a leading firm advising issuers and underwriters on initial public offerings. We are also well recognized for our work with foreign issuers seeking to complete an IPO in the United States, and for our work on global offerings. The depth of our capital markets experience, combined with our expertise in some of the most active industries for offerings, makes us a resource for issuers transitioning to public ownership.We assist management and boards of directors to anticipate potential structuring, accounting and regulatory issues; plan their company’s financing strategy several steps beyond the IPO; structure intercompany relationships; adopt new charters; address tax concerns; develop new compensation arrangements; advise officers and directors on monetization of their restricted stock holdings; and, of course, draft disclosure. Given our roots in Silicon Valley and our expertise in technology,

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we are committed to emerging companies, and have championed many of the reforms that made their way into the JOBS Act. Once the JOBS Act was enacted, we promptly launched various dedicated JOBS Act resources.

equity offeringsWe have significant experience representing issuers, underwriters and placement agents in all aspects of equity capital markets transactions. We advise clients in connection with rights offerings and all types of public and private offerings, including follow-on offerings, bought deals, confidentially marketed public offerings, at-the-market offerings, shelf offerings, registered directs, private placements and PIPE transactions. Many of these financing transactions are part of more elaborate corporate reorganizations, recapitalizations, or part of an acquisition strategy, all of which call upon our expertise in other disciplines.

debt offerings + 144a offeringsWe are one of the preeminent firms advising on high-grade and investment-grade debt issuances. We advise in connection with continuous offering programs, such as medium-term note programs, bank note programs and commercial paper programs. We work with financial institutions and other companies around the world on cross-border global offerings by foreign issuers. We also regularly advise issuers and underwriters on offerings of securities that qualify as Tier 1 capital, convertible debt offerings, high yield offerings, and 144A offerings.

reitsWe are widely recognized as a leader in advising REITs, including equity and mortgage REITs, as well as non-traditional REITs. Our lawyers work together, across practices, to assist REITs with their capital raising, as well as with mergers and acquisitions, real estate and tax advice. We assist with the formation of REITs, including private single and multi-sponsor REITs, UPREITs and DownREITs, as well as with IPOs and follow-on offerings,

and consolidation of existing partnerships and properties into REITs. We also have particular expertise advising non-U.S. REITs, including J-REITs.

covered bondsWe are the undisputed leader in covered bond offerings in the United States. Our knowledge of bank regulatory issues, financial institutions and financing techniques makes us the first call for covered bond issuances. We have a history of innovation in the area, and we have advised on the first covered bond offerings by U.S. depository institutions, the first 144A covered bond offerings in the United States by non-U.S. banks, and the first SEC-registered covered bond offerings.

global offeringsWe regularly advise on capital markets transactions in the U.S., Asia, Europe, Latin America and Israel. We are recognized for our expertise in handling multi-jurisdictional transactions and our ability to guide foreign private issuers through the regulatory landscape, including SEC registrations, U.S. securities laws and domestic and foreign exchange listings. We work on a wide variety of financings, including offerings of Eurodollar issues, global offerings, dual listings and American Depositary Receipt/Share programs. In London and New York, we are well recognized for our debt capital markets practice, including our cross-border 144A offering work on behalf of European-based issuers. Morrison & Foerster was one of the first international law firms to establish a significant presence in Asia. We have handled major matters in Greater China for over 30 years, having opened the Hong Kong office in 1982. We opened our Tokyo office in 1987; our Tokyo office is the largest Japan office of any global firm. Our Asian offices work closely with our London and U.S. colleagues on cross-border offerings into the Euro market, as well as on offerings with U.S. 144A tranches and on dual listings. Chambers Asia recognizes our capital markets practice in China, Japan and Asia-wide.

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liability managementWe represent issuers, dealer-managers, solicitation agents and other parties in connection with a variety of liability management transactions. Our lawyers have particular experience advising on, and structuring, debt tender offers, including tenders for investment grade and non-investment grade debt securities, and tenders involving hybrid securities, such as trust preferred securities. Our tax lawyers have substantial expertise addressing and managing the variety of tax and non-tax concerns an issuer might face, including the minimization or cancellation of indebtedness income, the preservation of net operating losses, the conservation of cash and recapitalizations or other reorganizations on a tax-free basis. We are comfortable advising both healthy companies revisiting their balance sheet or pursuing a leveraged acquisition and distressed companies approaching bankruptcy and non-bankruptcy workouts.

derivatives + commoditiesWe work with the derivatives, commodities and structured products groups at numerous investment and commercial banks, commodity dealers and users, insurance companies, mutual funds, hedge funds and other financial institutions, and public companies and holders of restricted equity securities. We advise on equity, credit, rate, and foreign exchange derivatives. We are one of a handful of firms with significant commodities experience, and assist clients in the energy and metals industries. We have particular expertise advising on derivatives-related issues in connection with restructurings or insolvencies. Morrison & Foerster also is a leading firm providing cross-border advice to dealer clients on regulatory and compliance matters, including those arising under the Dodd-Frank Act, EMIR, MiFID, and other regimes.

structured productsMorrison & Foerster has a broad-based structured products practice, covering registered and exempt products, including retail-oriented products, as well as highly bespoke institutional products, with a range of reference assets. We are well known for our product structuring capabilities, as well as for our tax capabilities in the area. We work with clients on a variety of issuances, covering the spectrum from registered takedowns, to Rule 144A/Regulation S and Section 3(a)(2) offerings, to structured certificate of deposit programs. Our work often involves developing new proprietary indices with clients, and new financial products tied to these indices.

new productsWe work closely with our tax, investment management, ERISA, bank regulatory, insolvency and restructuring colleagues, as well as with other practice areas, in developing new financial products and new securities offering methodologies for our issuer and investment banking clients. We have helped innovate many products, including structured and unstructured convertible securities, contingent capital products, exchangeable and variable debt and preferred stock offerings, on and off-balance sheet special purpose issuance vehicles, conduit financing vehicles, and master trust funding vehicles, trust issued structured products, Tier 1 and Tier 2 equity and debt offerings by U.S. and non-U.S. banks, and structured notes and other indexed securities and derivatives products.

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insurance capital marketsMorrison & Foerster lawyers advise on a broad range of issues affecting the insurance industry, from capital markets and other business transactions to tax and regulatory matters. We develop and structure insurance and insurance-related capital markets products for the financial services sector, including advising on life settlement and life insurance premium finance transactions; life settlement and annuity securitizations; establishment of funding structures for structured life settlements and premium finance; catastrophe bonds and sidecar transactions; and many other complex transactions. We handle insurance transactions for a range of clients that include insurance companies, financial institutions, investment banks and other market participants.

securitizationOur securitization practice is distinguished by the breadth of our experience with non-standard asset types and transactions, including covered bonds, asset-backed commercial paper transactions of various kinds, variable funding notes, insurance and reinsurance finance and securitization, collateralized loan obligations, structured debt funds, sale and leaseback securitization transactions, REITs and other pooled investment vehicles, various types of synthetic and derivatives-based financing transactions, and “whole-business” and other types of esoteric securitization.

industry expertiseWe have vast experience in certain industries, such as consumer products, energy and cleantech, financial institutions, life sciences, REITs, retail, technology (information technology, computer products and peripherals, semiconductors and software), telecommunications and media. We are one of the few law firms with excellent bank regulatory capabilities across all of our offices, and this expertise in financial services regulation permits us to advise leading financial institutions on their capital markets offerings across jurisdictions. Our intellectual property strength combined with the depth of our capital markets expertise also makes us a market leader for U.S. and foreign issuers, especially technology companies, seeking to access funding.

Figure 5: CONTACT LENSESAdolf Fick, a German ophthalmologist, created the first functional contact lenses in 1888. It’s not just about looks. Among other things, contact lenses enhance peripheral vision. A broad field of vision, informed by market context, enables us to help clients distinguish between important and peripheral matters.

Figure 5: CONTACT LENSES

BROAD-MINDED

our team has particular industry expertise that enables us to enhance our clients’ abilities to execute their business goals effectively. It’s not just about looking good. Our advice reflects a broader view of the regulatory issues, markets and business environment in which our clients operate. For example, our financial services clients tell us that the current financial and regulatory environment makes it more important than ever that their advisers have sophisticated regulatory capabilities as well as an in-depth understanding of the financial markets. Chambers USA notes that we “are responsive and highly knowledgeable about the financial markets and financial institutions.” We believe our industry knowledge, which is broadly disseminated across several key practices within the firm, our superb regulatory capabilities, and our transactional expertise differentiate us from our key competitors. We advise financial services clients on their capital markets activities, including new issuances, liability management exercises to retire or repurchase outstanding hybrid or other securities that no longer provide favorable regulatory capital treatment, derivatives activities, and mortgage finance activities. Given the pace of change and the interaction of regulatory reforms in the United States and Europe, we have committed ourselves to remaining at the forefront of developments. OpRisk magazine observes that clients describe us “as ‘totally tied in’ to what’s happening in Washington and around the world” and as “an important information broker between regulators and its financial services clients.” How’s that for peripheral vision? We share our learning with clients by offering resources, including frequent publications and client alerts. International Financial Law Review notes that, “Financial [i]nstitutions represent a significant portion of Morrison & Foerster’s client base, so its efforts and achievements in the context of Dodd-Frank come as no surprise.”

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We have a well-established reputation for innovative solutions that meet our clients’ objectives. For example, we have developed the principal hybrid securities offering methodologies in use today. A little over 25 years ago, we created the PIPE (or “private investment in public equity”) transaction— the first ever hybrid transaction format. A PIPE offering permits an already public company to raise capital quickly, without pre-announcing its intentions, by selling securities in an exempt offering and enhancing the liquidity of these securities through a resale mechanism. We followed this up by developing the Registered Direct offering, which relies on a similar targeted marketing approach, but incorporates sales pursuant to a registration statement. Taking this learning and “technology,” we applied the same approach to creating the “wall-crossed” or “confidentially marketed public offering”—which permits issuers to offer securities in a public offering once they have ascertained through confidential discussions with potential investors that there is market interest at an attractive price. This continuum of innovation has resulted in several offering methodologies, each of which meets particular objectives, but that taken together, have transformed the securities markets, blurring the lines between

“private placements” and “public offerings” and raising many billions along the way. Chambers has written that “[c]lients come to this group for thoughtful and creative ways to raise capital.” IFLR1000 states that, “The practice…plays a dynamic role as an innovator.” Post-JOBS Act, with the demarcation between private offerings and public offerings having become even more difficult to ascertain, we are again hard at work with clients, advising on capital-raising techniques that offer targeted approaches.

Figure 6: Laser

FOCUSED

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Figure 6: LaserOriginally an acronym for Light Amplification by Stimulated Emission of Radiation, the laser was developed based on Einstein’s theories. Skilled lawyers can formulate offering methodologies and financial products designed to accomplish very specific objectives with laser-like efficacy.

Figure 7: opera glassHans Lippershey crafted the first opera glasses in 1608. These days using opera glasses might well be viewed as an affectation, rather than a visual aide. MoFo lawyers are long on substance, short on pretension, and even shorter on opera glasses.

Figure 7: opera glass

AUTHENTIC

At Morrison & Foerster, our business relationships are neither superficial, nor casual, nor contrived. We’re lawyers who listen. We listen acutely to our clients, and we have committed ourselves to understanding their businesses. We believe that this context, and our expertise and intellectual rigor, make us worthy partners in our clients’ initiatives. Clients count on us for innovative and business-minded solutions. This is part of what keeps our lawyers engaged and excited—tackling complex problems and deriving the satisfaction that comes from finding practical and efficient solutions. Solutions that advance industry thinking and enhance the economics of a deal. We go beyond the conventional to find new solutions. Whether it is creative litigation strategy that succeeds where success was unlikely, or a financial product that lets our client be first to market—innovation is our business. But, we hope it’s not just the quality of our work, or the results we achieve that lead clients to us. For us, it’s always about more than just work. It’s personal. We take pride in how well we serve our clients. We understand the need for responsiveness and practical, informed advice delivered seamlessly. Just because our work often is time sensitive and is usually complex, doesn’t mean it is not fun. We’re lawyers who still like what we do. In our “spare” time, you’ll often find us writing about, or commenting or speaking on, legal and regulatory issues. Gluttons for punishment? No, not usually. We’re just that interested. And, it’s this interest and our view of service that usually leads to long, fruitful relationships.

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in the eye of the beholder… Ultimately it is how our clients view us that matters. Here are select observations.

“Morrison & Foerster (MoFo) has worked in a steady and disciplined manner to expand its presence in the global capital markets” IFLR1000 US 2016

“They provide industry expertise, client service, responsiveness and a depth of capabilities.” Chambers USA 2015

“Morrison & Foerster’s dynamic approach to assisting clients is evidenced in its results. The group is praised by financial and corporate clients for its ability to do this.” IFLR Americas Awards 2015

“The Morrison & Foerster team consistently acts on some of the most innovative and market-transforming deals.” IFLR Americas Awards 2015

“[T]he firm is one of the few US firms in the City to have developed a practice focused around US private placements.” IFLR1000 UK 2015

“In the capital markets arena, MoFo complements its transactional experience with specialised tax counsel.” IFLR1000 US 2015

“[O]f note is the practice’s expertise in cross-border private placements, in the structured products area and in the global covered bonds markets.” Legal 500 US 2015

“They are responsive and highly knowledgeable about the financial markets and financial institutions.” Chambers Global 2014 “They are incredibly intuitive and offer trusted counsel. Their guidance extends well beyond legal advice and includes business counsel. They are consistently on the cutting edge of all issues, and bring a pragmatic and often creative approach to anything that may arise.” Chambers USA 2014

“Their client service really differentiates them.” Chambers USA 2014

“They are very competent, very responsive, and we always feel as though we get very good service.” Chambers USA 2014

ipos + equity offerings “On the equity capital markets side, MoFo is prominent in a wide range of transactions including IPOs, stock offerings, hybrid offerings, investment grade offerings, and REIT transactions.” IFLR1000 US 2016

“Owing to its firmwide strengths in IP, finance regulation and real estate, Morrison & Foerster LLP is particularly active in capital markets deals that involve technology, life sciences, financial institutions and REITs.” Legal 500 US 2015

“Has notable underwriter-side strength including frequently handling transactions in the pharmaceuticals and real estate arenas.” Chambers USA 2015

“An ‘incredible and cost-effective resource’ and ‘the client service experience, combined with its legal prowess, makes this firm a great one to call on for high-value projects.’” Legal 500 US 2014

“…Team of ‘attorneys that are instantaneously responsive, ever-available, and thorough.’” Legal 500 US 2014

“Versatile team with significant expertise in IPOs…for a broad range of clients.” Chambers USA 2015

“The firm undertakes “Up-C” IPOs… This is one example from a list of pioneering transactions extending across numerous practice areas.” IFLR1000 US 2015

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debt offerings“Innovation is a hallmark of MoFo’s debt capital markets work” IFLR1000 US 2016

“Morrison & Foerster LLP handles a balanced mix of issuer and underwriter representations.” Legal 500 US 2015

“Combining ‘standout commercial judgment’ with a ‘strong knowledge of the developments in the capital markets’ enables Morrison & Foerster LLP to deliver advice that ‘takes into account all the relevant commercial considerations.’” Legal 500 US 2014

“Lauded for its ‘constant availability, immediate response times and overall dedication.’” Legal 500 US 2014

derivatives + structured products“Innovation is equally in evidence on the derivatives and structured finance side.” IFLR1000 US 2016

“With lawyers who are well versed in bank regulatory, corporate, and securities law, it is often called upon to help develop new structures.” Legal 500 US 2015

“But it may be in the derivatives and structured finance space that the firm’s innovative role comes across most markedly.” IFLR1000 US 2015

“Morrison & Foerster is known for its expertise in derivatives and structured products.” IFLR1000 US 2015

global offerings“Morrison & Foerster LLP distinguishes itself with the breadth of the global capital markets deals it handles.” Legal 500 US 2015

“On the debt capital markets side, the firm continues its pioneering work with covered bonds.” IFLR1000 2015

“The ‘highly knowledgeable’ team at Morrison & Foerster LLP is recommended for its broad structured products practice that provides ‘fantastic value for money.’” Legal 500 US 2014

“Morrison & Foerster (UK) LLP has ‘very strong knowledge of the private placement market, and good depth to the team.’” Legal 500 UK 2013

structured finance + securitization“Led…out of New York and also aided by a strong national and global presence, Morrison & Foerster LLP provides ‘a responsive service’, acting for an impressive roster of financial institutions engaged in a range of transactional, product development and regulatory work.” Legal 500 US 2015

“…significant experience in structured finance… Advises clients including a number of associations on regulatory issues.” Chambers USA 2015

“...continues to do highly specialised transactional and regulatory work in the areas of derivatives and structured finance” IFLR1000 US 2015

“The ‘innovative and efficient’ team at Morrison & Foerster LLP ‘gives “real-world” advice’ that is ‘informed but also practical’, as the team’s ‘commercial attitude is combined with a breadth of knowledge’ and a ‘keen understanding of the industry’.” Legal 500 USA 2014

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Chambers Global Leading firm for Equity Capital Markets (Global) and Leading firm for Debt & Equity Capital Markets (USA); Derivatives (USA)

Chambers USA Leading firm nationally for Debt & Equity Capital Markets; Derivatives; Structured Products; Recognized practitioner for Securitization

Chambers UK Recognized practitioner for Debt Capital Markets (London)

Derivatives Week European Law Firm of the Year, 2013

EQDerivatives Equity Derivatives Law Firm of the Year, 2016

Financial Times: North America Innovative Lawyers One of four firms ranked “Standout” in the category of Enabling Client Business, 2015; One of five firms ranked “Standout” in the category of Finance, 2012

GlobalCapital Best Law Firm for Derivatives — US, 2015

GlobalCapital Best Law Firm for Private Placements, 2016

IFLR Americas Structured Finance and Securitisation Team of the Year, 2015, 2011; Structured Finance and Securitisation Deal of the Year, 2014

IFLR1000 US Leading firm for Debt Capital Markets; Equity Capital Markets; Derivatives; Structured Finance and Securitisation

IFLR1000 UK Leading firm for Debt Capital Markets; Derivatives

Legal 500 US Leading firm for Debt Capital Markets (Advice to Issuers; Advice to Managers); Equity Capital Markets (Advice to Issuers; Advice to Managers); Global Offerings (Advice to Financial Institutions; Advice to Corporates); Structured Finance; Financial Products Tax; International Tax

Legal 500 UK Leading firm for Debt Capital Markets; Derivatives; Securitisation

mtn-i Americas Awards Legal Leader, 2013

Operational Risk & Regulation Magazine Law Firm of the Year, 2013

Structured Products Magazine Law Firm of the Year, Americas, 2006, 2007, 2009, 2011, 2012, 2013, 2014

StructuredRetailProducts.com Best Law Firm of the Americas, 2012, 2013, 2014, 2015

US News’ Best Law Firms Leading firm for Derivatives and Futures Law (Tier1); Securities/Capital Markets Law (Tier 1); Banking and Finance Law (Tier 1); Securitization/Structured Finance Law

ACCOLADES

Morrison & FoersterCapital MarketsSetting new standards of excellence

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