Andrew William Winden is a partner in Morrison & Foerster’s Corporate Group, resident in the Tokyo Office.

Mr. Winden advises corporate and government issuers, underwriters and investors on capital markets transactions, including U.S. registered equity and debt offerings, private placements, privatizations and venture capital financings. Mr. Winden has also represented Japanese corporations in New York Stock Exchange listings and regularly advises U.S. registered foreign private issuer clients regarding ongoing compliance with U.S. securities laws and corporate governance requirements. Mr. Winden is recognized as one of the leading foreign capital markets lawyers in Japan in the Chambers Global Guide to the World’s Leading Lawyers.

Mr. Winden also advises private equity funds, corporate clients and their financial advisors in cross-border tender offers, public and private mergers and acquisitions and investments in companies in the U.S., Japan and other Asian countries.

Prior to joining Morrison & Foerster, Mr. Winden served as an Honors Attorney at the United States Department of the Treasury, clerked for Hon. Eugene A. Wright on the United States Court of Appeals for the Ninth Circuit, and worked in the Washington, D.C., New York and Tokyo offices of Sullivan & Cromwell LLP. Mr. Winden has practiced in Japan since 2001.

Mr. Winden’s recent transactions include the representation of:

IPOs:

• Electric Power Development Co. Ltd.; US$3.3 billion global IPO, representing the issuer ( Corporate Finance , Asian Equity Deal of the Year; IFR , Asia-Pacific Equity Issue of the Year; Asian Legal Business , Japan Deal of the Year (Energy & Resources); FinanceAsia , Japan Deals of the Year: Best IPO, 2004)
• Dentsu, Inc.; US$460 billion global IPO, representing the underwriters

Secondary Equity Offerings:

• Sumitomo Mitsui Financial Group, Inc.; US$5.2 billion global common stock offering, representing the underwriters
• Dentsu, Inc.; US$473 million secondary share global follow-on offering, representing the underwriters
• See Privatizations

Privatizations:

• Central Japan Railway Company; US$4.3 billion secondary share global follow-on offering, representing the underwriters
• Electric Power Development Co. Ltd.; US$3.3 billion global IPO offering, representing the issuer ( Corporate Finance , Asian Equity Deal of the Year; IFR , Asia-Pacific Equity Issue of the Year; Asian Legal Business , Japan Deal of the Year (Energy & Resources); FinanceAsia , Japan Deals of the Year: Best IPO, 2004)
• West Japan Railway Company; US$2.4 billion secondary share global follow-on offering, representing the issuer ( FinanceAsia , Japan Deals of the Year: Best Secondary Deal, 2004)

U.S. Stock Exchange Listings:

• NTT DoCoMo, Inc., NYSE listing, ADR exchange offer and stock split
• Konami Corp., NYSE listing

High-Yield Debt Offerings

• FMG Financial Pty Ltd; US$2.0 billion notes offering, largest ever Australian bond offering and largest ever high-yield offering in Asia, representing the underwriters
• Softbank Corp.; €400 million notes offering, representing the issuer

Financial Institution Debt Offerings:

• Sumitomo Mitsui Banking Corporation; US$1.35 and €700 million perpetual subordinated bonds (Tier II capital) global Reg S/144A offering, representing the underwriters
• Japan Finance Corporation for Municipal Enterprises; US$1.2 billion (2003) and US$575 million (2002) Schedule B bond offerings, representing the underwriters
• Development Bank of Japan; US$638 million (2003) and US$599 million (2002) Schedule B bond offerings, representing the underwriters

Mergers and Acquisitions:

• Itochu Techno Science, share exchange merger with CRC Solutions
• Toyota Tsusho, share exchange merger with Tomen
• Mitsubishi-Tokyo Financial Group, US$29 billion share exchange merger with UFJ Holdings, Inc. ( Asialaw , M&A Deal of the Year, 2005; Asiamoney , Best Japanese M&A Deal; Asia Counsel , Deal of the Year; Asian Legal Business , Japan Deal of the Year and Japan M&A Deal of the Year; FinanceAsia , Japan Deals of the Year: Deal of the Year and Best M&A Deal)
• Mitsui O.S.K. Lines, tender offer acquisition of a controlling interest in Daibiru Corporation
• Matsushita Electric Industrial Co., Ltd., tender offer acquisition of a controlling interest in Matsushita Electric Works, Ltd.
• Vodafone Group plc, tender offer acquisition of a controlling interest in Japan Telecom

Mr. Winden received his B.A. from Stanford University in 1990, an M.A.L.D. from the Fletcher School of Law and Diplomacy, and his J.D. from Harvard Law School in 1995. Mr. Winden also attended Stanford University’s Inter-University Center for Japanese Language Studies and is fluent in Japanese.