A range of our specialized practices are included within the Corporate group. These include our Emerging Companies and Venture Capital Group, our Private Equity Fund Group, our Mergers + Acquisitions, Joint Ventures, and Strategic Alliances Group, and our Public Companies Group. While many U.S. and global law firms practice in some or all of these areas, certain aspects of our corporate group practices distinguish them from those of many other firms.
Corporate governance and disclosure for public companies
We are acknowledged thought leaders in the areas of corporate governance, executive compensation, and disclosure issues relating to public companies. And we have been so for a very long time.
Our public companies practice focuses on the representation of public companies and their boards of directors in all aspects of regulatory compliance and corporate governance. We routinely advise on securities disclosures and reporting, and on compliance issues, including all aspects of Sarbanes-Oxley and related SEC and SRO regulations.
We are primary outside counsel to over 100 public companies. Through our active representation of issuers, we have an understanding of emerging accounting and disclosure issues and engage in frequent dialogue with the SEC and the securities exchanges on disclosure and compliance matters. We also have an active corporate governance practice and serve as special counsel to Boards of Directors, independent directors, and special committees.
Our Corporate partners often team with our securities litigators in matters relating to outside investigations, disclosure and compliance, and potential conflict situations. Our technical expertise in these areas and the experience acquired in addressing these disclosure, reporting, accounting, and governance and compliance matters regularly with our issuer clients also provide excellent resources for our underwriter clients. Underwriters now routinely confront thorny disclosure and compliance issues in connection with financings and frequently must interact with and address Boards of Directors or committees in connection with their engagements or in connection with special advisory matters, including rendering fairness opinions or advising on potential mergers, acquisitions, or divestitures.
The firm counts among its partners several internationally known securities experts, including former SEC and FINRA (NASD) staff members.
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) and telecommunications and media.
The 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. Among such areas, bank regulatory, intellectual property, real estate, and technology transactions, come to mind.
Representative clients include Abraxis BioScience, Astellas Pharma, Boyd Gaming Corporation, Gruppo Campari, The Clorox Company, DSP Group, Freescale Semiconductor, Fujitsu, Hitachi, Intel, JMP, Kratos Defense & Security Solutions, Longitude Capital, NetEase, Nikon, Nokia, Pathway Capital Management, Sumitomo Heavy Industries, Thomson, Toshiba, and Warburg Pincus.
Corporate finance and capital markets — from private equity and venture capital to WKSI
Our highly ranked corporate and capital markets practice is noted both for the variety and the volume of transactions in which we are involved each year. Whether we’re assisting with an initial public offering or an offering of structured products, our issuer and underwriter clients rely on our understanding of the most recent legal and regulatory developments, our familiarity with the SEC’s evolving thinking on a wide variety of issues, and our knowledge of market practice.
We are equally comfortable assisting with financing transactions at all points along the financing continuum—from early stage and venture financings, to private placements, to IPOs, to large public offerings by well-known seasoned issuers.
The 2009 Legal 500 US Guide ranks our practice as a leader and notes, “Setting the firm’s ‘very pragmatic and smart’ capital markets practice apart from competitors in the market, the practice has a continued leaning towards financial institution representation, boasting a strong client list. The firm has the ability to act for financial institutions as both manager and issuer, in which arena clients note that the firm is ‘the market leader.’”
Product structuring
We frequently get involved with issuer and underwriter clients before inception of a specific transaction. Our first conversation usually involves a discussion regarding structuring a potential transaction or transactions for an issuer or for issuers in a specific industry sector. We function as our client’s partner in discussing offering methodologies and financial products. In that role, we have developed many of the hybrid financing techniques, such as PIPE transactions, registered direct offerings, and at the market offerings, which have become part of the mainstream. Some of these techniques have proven an especially popular means of financing for biotech companies, REITs, and technology companies when the public markets become unavailable or unattractive.
Our knowledge of the market permits us to assist our clients with creative solutions. Chambers Global 2009 quoted our clients as saying that we are “a versatile outfit delivering high-quality solutions.”
Cross-border transactions
Our expertise in cross-border transactions is well-established as a result of several decades of highly focused growth in Asia and Europe. 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.
Issuers and underwriters throughout the world rely on us for the most current advice on disclosure and corporate governance matters, as well as for financing help. The scope and the depth of our international resources are among our historic strengths. Clients seeking to complete financing transactions across multiple jurisdictions seek us out for our global reach and our capital markets expertise.
We handle capital markets transactions in the U.S., Asia, Europe, Latin America, and Israel. The 2009 PLC Which lawyer? Global 50 Portrait says, “MoFo has developed from its US West Coast roots into a Pacific Rim powerhouse, placing it among the global elite.” It notes we have become “an impressive figure on the international scene.” We work on a wide variety of financings, including offerings of Eurodollar issues, global offerings, dual listings, and American Depositary Receipt/Share (ADR/ADS) programs.
Our U.S. offices work closely with our international offices on global equity and debt offerings, including offerings for U.S. issuers that include a domestic U.S. component and a foreign (offshore) component, offerings for U.S. and foreign issuers conducted outside of the U.S., IPOs for foreign issuers that choose to list their securities outside of their home country, and offerings by foreign issuers into the U.S.
Asia practice
We are one of the preeminent law firms in Asia. 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 25 years, having opened the Hong Kong office in 1983. The Hong Kong office is supported by our Beijing and Shanghai offices in China. We opened our Tokyo office in 1987; our Tokyo office is the largest Japan office of any global firm. We are market leaders in securities offerings in Tokyo—having advised on more than US$25 billion in Japan-based equity and debt offerings in the last couple of years. Our China practice represents both issuers and underwriters in public and private securities offerings and has pioneered new types of securities transactions, including the first Hong Kong Stock Exchange listing by a Nasdaq-listed company. Through our Hong Kong and PRC offices, we have completed major H share offerings by PRC companies, in addition to Hong Kong public offerings. In addition to representing many of the largest Asian and international issuers, we also regularly represent leading underwriters in Asia.
M&A, Joint Ventures and Strategic Alliances
We are a leading firm for cross-border M&A, strategic alliances, and joint ventures, and bring expert, business-minded advice to clients on their cross-border activities both inbound and outbound in the U.S., UK, Europe, China, and Japan.