Liability Management


Morrison & Foerster attorneys represent issuers, dealer-managers, solicitation agents and other parties in connection with a variety of liability management transactions, including:

  • Repurchases;
  • Exchange offers;
  • Tender offers;
  • Issuer self-tenders; and 
  • Consent solicitations.

Our attorneys 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. A liability management transaction may be an opportunistic or preventive transaction or part of a more complete recapitalization or restructuring. Our capital markets, corporate, bankruptcy + restructuring, and tax attorneys work closely together to structure multi-step transactions.

Attorneys in our Tax Department have substantial expertise in the management of liabilities and the structuring of debt issuances, repurchases and exchanges. We have significant experience with the full panoply of transactions available to issuers restructuring their liabilities, including the use of securities like contingent convertible debt instruments, high-yield zero coupon obligations and other structured products. Our tax attorneys have the ability to address and manage the variety of tax and non-tax concerns an issuer might face, including the minimization of 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. Our ultimate goal is to provide concrete and practical solutions to the problems faced by issuers.


Resources

Download Liability Management: an overview (2015).

Corporate & Capital Markets

See Recent Attorney Publications for additional articles.

Client Stories - We're Only as Good as Our Last Deal

Read more about what we've been up to lately (documents in pdf format):

Capital Markets

Derivatives and Structured Products

Structured Finance and Insurance-Linked Products

Hybrids

Frequently Asked Questions

To learn about MoFo’s FAQs ebook, click here.

Chambers Asia-Pacific 2018 
Asia-Pacific: Capital Markets: Equity
China: Capital Markets: Equity: International Firms
Japan: Banking & Finance: International Firms
Japan: Capital Markets: Domestic
Japan: Capital Markets: International: US Law


Chambers Global 2018
Asia-Pacific: Capital Markets: Equity
China: Capital Markets: Equity: International firms
Japan: Capital Markets: Domestic
Japan: Banking & Finance: International Firms
Japan: Capital Markets: International: US Law
United States: Capital Markets: Debt & Equity
United States: Capital Markets: Derivatives


Chambers UK 2018
Debt Capital Markets


Chambers USA 2018
National: Capital Markets: Derivatives
National: REITS


EQDerivatives Awards 2016
Equity Derivatives Law Firm of the Year


Financial Times: US Innovative Lawyers
Overall winner of the Innovation in Social Responsibility category, 2016
One of four firms ranked “Standout” in the category of New Products and Techniques, 2016
One of four firms ranked “Standout” in the category of Enabling Clients Business, 2015
One of five firms ranked “Standout” in the category of Finance, 2012


GlobalCapital Americas Derivatives Awards
Americas Law Firm of the Year 2015 – 2017
U.S. Law Firm of the Year – Transactions 2018


GlobalCapital Global Derivatives Awards 2016, 2017
Global Law Firm of the Year


GlobalCapital Syndicated Loan, Leveraged Finance and Private Placement Awards 2016
Private Placements Law Firm of the Year


IFLR1000 2018
China: Private Equity – Foreign Firms
Hong Kong: Capital Markets: Equity
Hong Kong: Capital Markets: Debt
Japan: Capital Markets: Equity
Japan: Capital Markets: Equity Foreign Firms
Japan: Capital Markets: Debt
Japan: Capital Markets: Debt Foreign Firms
United States: Capital Markets: Debt
United States: Capital Markets: Equity
United States: Capital Markets: Derivatives
United States: Capital Markets: Structured Finance and Securitisation
United Kingdom: Capital Markets: Debt
United Kingdom: Capital Markets: Derivatives


IFLR Americas Awards
Structured Finance and Securitisation Deal of the Year, 2013
Structured Finance and Securitisation Team of the Year, 2015


Legal 500 Asia-Pacific 2018
Japan: Capital markets: International firms and joint ventures
Hong Kong: Capital markets (equity)


Legal 500 UK 2017
Debt Capital Markets
Derivatives and Structured Products


Legal 500 US 2017
National: Capital Markets: Debt Offerings: Advice to Issuers
National: Capital Markets: Debt Offerings: Advice to Underwriters
National: Capital Markets: Equity Offerings: Advice to Issuers
National: Capital Markets: Equity Offerings: Advice to Underwriters
National: Capital Markets: Global Offerings: Advice to Issuers
National: Capital Markets: Global Offerings: Advice to Underwriters
National: Structured Finance


mtn-i Americas Awards 2013
Legal Leader


Operational Risk & Regulation Awards 2013
Law Firm of the Year


StructuredRetailProducts.com 2012, 2013, 2014, 2015, 2017, 2018 (shortlist)
Best Law Firm in the Americas


Structured Products magazine 2006, 2007, 2009, 2011, 2012, 2014, 2016
Law Firm of the Year, Americas


Thomson Reuters Accelus Compliance Awards 2012, 2014
One of Five Firms Shortlisted for Best Regulatory Law Firm of the Year


U.S. News – Best Lawyers® Best Law Firms 2018
National: Derivatives and Futures Law (Tier 1)
National: Securities/Capital Markets Law (Tier 1)
National: Securitization and Structured Finance Law (Tier 1)
National: Securities Regulation (Tier 1)
National: Banking and Finance Law (Tier 1)

“...advice that ‘takes into account all the relevant commercial considerations.’”
(Legal 500 USA 2014)


"Morrison & Foerster LLP is always available and responsive to us – no matter the time of day or the day of the week, it is ready to drop everything and do whatever it takes to help."
(Legal 500 US 2013)

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