Mergers + Acquisitions

Morrison & Foerster’s lawyers really work as one team on a global basis, wherever they are located and working from, and can provide a comprehensive view of complicated global transactions.
Chambers Global 2019

We represent Fortune 500 companies, private equity firms, investment banks, and privately-held companies in their most high-profile and complex mergers and acquisitions.

Some relevant statistics:

  • A truly global practice with more than 250 Corporate/M&A lawyers located in key technology and financial centers throughout the world
  • Advised on 156 M&A transactions in 2019, with a total value of approximately US$117 billion, including 25 deals over US$1 billion
  • A “go-to” firm for cross-border deal-making, with over 50% of our transactions in 2019 involving multiple jurisdictions
  • Ranked by Chambers for Corporate/M&A in regions throughout Asia, Europe and the U.S.
  • Only global firm ranked Band 1 in M&A for all leading publications in Japan

    – Chambers Global & Asia Pacific, Legal 500 Asia Pacific, IFLR1000

Full Range of Experience

Our depth of transactional experience includes:

  • Traditional M&A transactions for both private and public companies
  • Cross-border transactions
  • Serial acquisition programs
  • Proxy contests, and hostile and contested transactions
  • Special committee and Board counseling
  • Poison pill and other defensive counseling
  • Going private and other transactions with controlling shareholders or other insiders
  • Private equity-sponsored transactions
  • "Roll ups" and other consolidation programs
  • Auctions, "go shops" and other bid programs
  • Corporate carve-outs and divisional acquisitions
  • Joint ventures and complex strategic alliances
  • Advice to investment banks in their capacity as M&A advisors
  • Recapitalizations, bankruptcy, and distressed and leveraged transactions

Global Focus

Our M&A experience reflects our focus on cross-border transactions. We are truly a global firm ‒ from our client base to the MoFo team members on each deal. Many of our lawyers are multilingual and have practiced in several global jurisdictions. Where needed, we can seamlessly staff M&A projects across Asia, Europe and the Americas.

This unparalleled global platform includes the most active practice of any international firm in Japan, with more than 50 attorneys principally engaged in cross-border M&A transactions. The preeminent team has acted as lead counsel on some of the most significant Japan-related transactions in history, both inbound and outbound, and is a go-to advisor for Japan’s leading technology and telecommunications companies, including SoftBank, Hitachi, Fujitsu, and Toshiba.

Integrated Team

Our M&A lawyers also work as an integrated team with specialists in key areas such as intellectual property, antitrust, litigation, tax, labor and benefits, finance and bankruptcy, real estate, environmental, and securities. Our internal approach is highly collaborative.

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Experience

  • Representing Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the proposed all stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction is approximately US$59 billion and the aggregate for the combined company enterprise value is approximately US$146 billion.

  • Represented Toshiba Corporation on the US$18 billion sale of its Toshiba Memory Corporation business to a consortium led by Bain Capital Private Equity LP.

  • Represented Alibaba in relation to Ant Financial’s most recent $14 billion Series C fundraising, valuing Ant Financial at approximately US$150 billion. It was the largest single fund raise by any company in the world.

  • Represented GLP Pte. Ltd. in its US$11.64 billion privatization, the largest-ever private equity buyout of an Asian company by enterprise value.

  • Represented SoftBank in numerous significant investments, including in its US$9.6 billion investment in Xiaoju Kuaizhi Inc. (DiDi); its US$7.7 billion primary and secondary investment as part of a US$9.3 billion sale of stock by Uber; and the US$6 billion investment into WeWork Companies Inc. (rebranded as The We Company).

  • Represented Renesas Electronics Corporation in its US$6.7 billion acquisition of NASDAQ-listed Integrated Device Technology (IDT), a market-leading analog mixed-signal company, to create market-leading embedded solution capabilities.

  • Represented EdR, one of the nation’s largest developers, owners, and managers of high-quality collegiate housing communities, in its US$4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.

  • Represented Yahoo Japan Corporation in its $3.7 billion tender offer for a majority interest in ZOZO, Inc., a Japanese E-commerce company that operates Internet shopping websites including ZOZOTOWN, a leading online fashion retailer in Japan.

  • Represented FUJIFILM Holdings Corporation and Fuji Xerox Co., Ltd. (FX), a 75%‑25% joint venture between Fujifilm and Xerox Corporation, in connection with Fujifilm’s acquisition of Xerox’s 25% stake in FX for an aggregate purchase price of $2.3 billion.

  • Represented VMware, Inc. on its $2.3 billion acquisition of cybersecurity company Carbon Black, marking VMware’s first acquisition of another public company.

  • Represented Taisho Pharmaceutical in the purchase of French-based pharmaceutical manufacturer UPSA from Bristol-Myers Squibb for $1.6 billion, including the transfer and licensing of trademarks, marketing authorizations, and other intellectual property.

  • Represented Alibaba in its acquisition of a 33% equity interest in Ant Financial, China’s leading financial services company. It was the largest China-related technology transaction of 2018.

  • Represented Trusted Doctors (Xingren) in its strategic merger agreement with Tencent Doctorwork. The newly formed venture, which is named Tencent Trusted Doctors, will offer an ecosystem of both online and offline services devoted to leveraging Internet technology to provide high-quality and accessible healthcare service to customers all over the country.

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