YOU CAN

BRING
ANYTHING
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 IT JUST
TAKES
THE RIGHT
LENS.
 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,

2
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.

3
 Figure 1: compound microscope
When 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.
 Figure 1: compound microscope

ACUITY

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.

5
 Figure 2: MIRROR

PERSPECTIVE

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.

6
 Figure 2: MIRROR
As 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: GOGGLES
Goggles 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.

9
 Figure 4: BIFOCALS

FORESIGHT

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.

10
 Figure 4: BIFOCALS
Invented 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
private placements
We 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 investments
As 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.
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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.
ipos
Morrison & 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,
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 offerings
We 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 offerings
We 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.
reits
We 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,
13
and consolidation of existing partnerships and
properties into REITs. We also have particular
expertise advising non-U.S. REITs, including
J-REITs.
covered bonds
We 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 offerings
We 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.
liability management
We 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 + commodities
We 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.
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structured products
Morrison & 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 products
We 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.
insurance capital markets
Morrison & 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.
industry expertise
We 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.

securitization
Our 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.

15
 Figure 5: CONTACT LENSES
Adolf 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.”

17
 Figure 6: Laser

FOCUSED

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.

18
 Figure 6: Laser
Originally 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 glass
Hans 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.

21
in the eye of “Their client service really differentiates them.”
the beholder… Chambers USA 2014
Ultimately it is how our clients view us that
matters. Here are select observations. “They are very competent, very responsive, and
we always feel as though we get very good
service.” Chambers USA 2014
“Morrison & Foerster (MoFo) has worked in
a steady and disciplined manner to expand
ipos + equity offerings
its presence in the global capital markets”
“On the equity capital markets side, MoFo
IFLR1000 US 2016
is prominent in a wide range of transactions
including IPOs, stock offerings, hybrid
“They provide industry expertise, client service,
offerings, investment grade offerings, and
responsiveness and a depth of capabilities.”
REIT transactions.” IFLR1000 US 2016
Chambers USA 2015
“Owing to its firmwide strengths in IP, finance
“Morrison & Foerster’s dynamic approach
regulation and real estate, Morrison &
to assisting clients is evidenced in its results.
Foerster LLP is particularly active in capital
The group is praised by financial and corporate
markets deals that involve technology, life
clients for its ability to do this.” IFLR
sciences, financial institutions and REITs.”
Americas Awards 2015
Legal 500 US 2015

“The Morrison & Foerster team consistently

“Has notable underwriter-side strength
acts on some of the most innovative and
including frequently handling transactions
market-transforming deals.” IFLR Americas
in the pharmaceuticals and real estate arenas.”
Awards 2015
Chambers USA 2015

“[T]he firm is one of the few US firms in the

“An ‘incredible and cost-effective resource’ and
City to have developed a practice focused
‘the client service experience, combined with
around US private placements.” IFLR1000
its legal prowess, makes this firm a great one
UK 2015
to call on for high-value projects.’” Legal 500
US 2014
“In the capital markets arena, MoFo
complements its transactional experience with
“…Team of ‘attorneys that are instantaneously
specialised tax counsel.” IFLR1000 US 2015
responsive, ever-available, and thorough.’”
Legal 500 US 2014
“[O]f note is the practice’s expertise in cross-
border private placements, in the structured
“Versatile team with significant expertise
products area and in the global covered bonds
in IPOs…for a broad range of clients.”
markets.” Legal 500 US 2015
Chambers USA 2015

“They are responsive and highly knowledgeable

“The firm undertakes “Up-C” IPOs…
about the financial markets and financial
This is one example from a list of pioneering
institutions.” Chambers Global 2014 “They
transactions extending across numerous
are incredibly intuitive and offer trusted
practice areas.” IFLR1000 US 2015
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

22
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
23
“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
 ACCOLADES
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

24
Morrison & Foerster
Capital Markets
Setting new standards of excellence

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© Pinedo & Tanenbaum, 2016

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