We have distinctive mortgage industry expertise.  We bring to bear regulatory experience, as well as capital markets and restructuring expertise.  We have a long history of working with financial institutions, as well as with non-bank participants, in the mortgage industry.  These include non-bank mortgage originators, servicers, providers of private mortgage insurance, and mortgage REITs.  We also regularly counsel other specialty finance companies, including auto, credit card, equipment financing, and receivables financing companies.

We are one of the few firms in the United States with dedicated, wide-ranging expertise in regulatory, transactional, restructuring and capital raising components of retail and wholesale financial services.  With lawyers who have worked in all areas of the financial services industry, including as attorneys with the Federal Reserve System, the Securities and Exchange Commission, the Commodities Futures Trading Commission and other regulatory agencies, we are able to provide highly informed and practical counsel to banks and other financial market participants.  Our expertise and experience in financial services is augmented by outstanding capability in capital markets, financial product structuring, financial services litigation and enforcement, mergers and acquisitions, recapitalizations and restructuring, tax, and securitization.  We offer mortgage and specialty finance clients a critical combination of regulatory expertise and a deep understanding of the capital markets.

We regularly represent issuers, underwriters and placement agents in all aspects of capital markets transactions, including advising on public (IPO and follow-on) and private offerings, including confidentially marketed public offerings, at-the-market offerings, and shelf offerings.  We also are one of the preeminent firms advising on debt issuances and covered bond offerings.  In the REIT area, we are known for our work with mortgage REITs.  With our tax colleagues, we advise on formation transactions, such as upREIT structures, and assist our REIT clients to comply with REIT tax requirements.  We advise clients on a full range of disclosure and regulatory matters relating to the federal securities laws. Our securitization practice is well regarded and distinguished by the breadth of our experience.

Regulatory reform has changed the mortgage market.  Regulations issued pursuant to the Dodd-Frank Act impose considerable additional restrictions and requirements on mortgage loan originators, mortgage servicers and securitizers.  The Basel III capital rules change the treatment of mortgage and mortgage related assets for banks.  Bank and non-bank participants in the loan origination, servicing and securitization businesses have become increasingly consolidated in the years since the financial crisis, with many of these activities now concentrated in the largest bank and non-bank participants.  During this period of change, we have been working with bank clients advising on dispositions of mortgage servicing businesses and mortgage servicing assets, as well as with non-bank servicers, hedge funds and private equity investors interested in these opportunities.  We also have assisted mortgage originators in restructuring their businesses and operations, and counseled on bankruptcy proceedings.  For example, we represented Residential Capital, or ResCap, once the fifth-largest servicer of residential mortgage loans in the United States, in its Chapter 11 reorganization.  This involved negotiations to settle claims arising out of the legacy securitization portfolio ResCap amassed in the two decades preceding the financial crisis as one of the nation's most prolific securitizers of mortgages.  At this time, our attorneys are at the center of regulatory and legislative initiatives to reform the mortgage market through wind-down of government-sponsored enterprises, to be replaced with new origination and securitization paradigms.

As perhaps never before, traditional lenders and nonbank mortgage entities seek out market-savvy legal counsel to help them navigate the uncertain regulatory landscape.  We have assisted a number of clients in responding to the industry-wide governmental and regulatory enforcement actions that have been brought in the mortgage servicing and foreclosure area in the wake of the so-called "robo-signing" episode.  This had included work with several major servicers in responding to regulatory actions directing large-scale file reviews of past foreclosures to identify borrowers who may be entitled to relief. In addition, the consumer protection in retail financial services landscape has seen unprecedented reform in recent years, with the creation of the Consumer Financial Protection Bureau ("CFPB").  The CFPB has the authority to adopt and enforce substantive regulations that apply to mortgage origination, mortgage servicing and similar mortgage-related activities.  Morrison & Foerster's stellar pedigree in the consumer financial services sector means that we are squarely front-and-center in this time of unparalleled change.

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