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Considerations for Foreign Banks Financing in the United States-1

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Considerations for Foreign Banks Financing in the United States

We are Morrison Foerster — a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, and Fortune 100, technology, and life sciences companies. The Financial Times has named us to its list of most innovative law firms in North America every year that it has published its Innovative Lawyers Reports in the region,and Chambers Asia-Pacific has named us the Japan International Firm of the Year for the sixth year in a row. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Prior results do not guarantee a similar outcome.

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This publication outlines the most common capital raising approaches used by foreign banks, and the issues that foreign banks should consider in structuring offerings of securities, certificates of deposit, or commercial paper in the U.S.<a target="_blank" href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt61f00a84cccd2618/6273ef1d0cffdf1eb136b526/190400-considerations-foreign-banks-financing.pdf">Read the full publication</a>.

Considerations for Foreign Banks Financing in the United States

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Jiang Liu is a partner in Morrison & Foerster’s Financial Services Practice in the firm’s New York office. Mr. Liu’s practice spans a broad range of bank regulatory work, and he has significant experience representing foreign and U.S. financial institutions.Jiang has deep knowledge of the regulations applicable to U.S. and global financial institutions. He regularly provides advice in connection with the Bank Holding Company Act, the Volcker Rule, broker-dealer activities, CFIUS regulations, state money transmission services regulations, enhanced prudential standards, affiliate transactions, supervisory and enforcement matters involving financial institutions and U.S. bank and non-bank acquisitions, among other things. Jiang has also represented numerous international financial institutions on the establishment of branches and representative offices in the United States. He has a substantial practice representing global financial institutions, especially those in China, related to their U.S. activities.Prior to joining Morrison & Foerster, Jiang worked at a leading international law firm in their Hong Kong and New York offices.<h4>Representative Transactions</h4><ul><li></li><li>Bank of the Orient in connection with the sale of its Hawaii branch to Royal Business Bank (2022)</li><li>CITIC Group Corporation on bank regulatory matters in connection with its strategic investment in China Huarong Asset Management Co., Ltd. as part of China Huarong’s RMB 42 billion capital increase (2021)</li><li>FinSight Ventures in connection with its investment in Hulett Bancorp (100% owner of Summit National Bank), a bank holding company organized under the laws of the State of Wyoming (2021)</li><li>MLC, the wealth management division of National Australia Bank, in connection with the sale of MLC by National Australia Bank to IOOF Holdings Ltd (2021)</li><li>GIC Private Ltd. in connection with the divestment of its investment in dianrong.com (2020)</li><li>Global Energy Interconnection Research Institute North America, a wholly owned subsidiary of State Grid Corporation of China, on U.S. regulatory matters (2020)</li><li>CITIC Metal Co., Limited on bank regulatory matters in connection with its C$612 million ($453.77 million) investment in Ivanhoe Mines Ltd (2019)</li><li>China Merchants Bank in connection with its investment in Asia Investment Fund (2018)</li><li>SoftBank in connection with its $3.3 billion acquisition of Fortress Investment Group (2017)</li><li>CCB International Overseas Limited on bank regulatory matters in connection with its investment in a New York real estate project (2017)</li><li>ABC International Holdings Limited on bank regulatory matters in connection with its $100 million investment in an agricultural investment fund (2017)</li><li>China Merchants Group Limited (“CMG”) in obtaining an approval from the Federal Reserve Board for CMG to engage de novo in extending credit and servicing loans and the leasing of personal property through a subsidiary in the United States (2017)</li><li>China Merchants Bank on its investment in a $900 million FinTech fund (2017)</li><li>SoftBank on bank regulatory matters in connection with its acquisition of Fortress Investment Group LLC (2017)</li><li>China Merchants Bank on its fiduciary powers application (2016)</li><li>A PRC P2P company on its investment in Old Dominion National Bank (2016)</li></ul>

刘江律师是美富律师事务所纽约办公室金融服务业务部的合伙人。刘律师为各类银行合规业务提供法律意见，并且在代表美国及国外金融机构方面具备丰富的经验。刘律师对适用于美国和全球金融机构的规定有深刻的了解。他经常就《银行控股公司法》、《沃尔克规则》、经纪商活动、美国外国投资委员会（CFIUS）规定、美国各州货币传输服务规定、强化审慎标准、关联交易、涉及金融机构的监督和执法事宜以及美国银行和非银行收购等方面提供咨询。刘律师还代表众多国际金融机构在美国设立分支机构和代表机构。他代表全球金融机构，尤其是代表中国金融机构处理大量涉及美国的事宜。在加入美富之前，刘律师曾在某领先的国际律所的香港和纽约办事处工作。<h4>具有代表性的交易 </h4><ul><li>协助美国建东银行（Bank of the Orient）处理将其夏威夷分行出售给美国皇佳商业银行（Royal Business Bank）事宜（2022年） </li><li>协助中国中信集团有限公司处理与其对中国华融资产管理股份有限公司进行战略投资有关的银行监管事宜。该项投资系中国华融420亿元人民币增资的一部分（2021） </li><li>协助FinSight Ventures处理其对Hulett Bancorp（Summit National Bank的100%所有者）投资事宜。Hulett Bancorp是一家根据美国怀俄明州法律组建的银行控股公司（2021年） </li><li>协助澳大利亚国民银行（National Australia Bank）的财富管理部门MLC处理该银行向IOOF控股有限公司（IOOF Holdings Ltd）出售MLC事宜（2021年） </li><li>协助新加坡GIC Private Ltd.处理其对点融网撤资事宜（2020年） </li><li>协助中国国家电网有限公司的全资子公司全球能源互联网美国研究院处理美国监管事宜（2020年） </li><li>协助中信金属股份有限公司处理与其对加拿大艾芬豪矿业有限公司6.12亿加元（4.5377亿美元）投资有关的银行监管事宜（2019年） </li><li>代表招商银行处理其对亚洲投资基金的投资。（2018） </li><li>代表软银处理涉及其以33亿美元收购Fortress Investment Group。(2017) </li><li>代表建银国际海外有限公司处理涉及其对某纽约房地产项目进行投资的银行监管事宜。(2017) </li><li>代表农银国际控股有限公司处理涉及其对某农业投资基金进行1亿美元投资的银行监管事宜。（2017） </li><li>代表招商局集团有限公司获得美联储批准，通过子公司在美国从事贷款以及租赁业务。(2017) </li><li>代表招商银行处理其对一个金融技术基金进行9亿美元的投资。(2017) </li><li>代表软银处理涉及其收购Fortress Investment Group LLC交易的银行监管事宜。(2017) </li><li>代表招商银行处理其私人银行牌照的申请。(2016) </li><li>代表一家中国的P2P公司处理其拟向美国Old Dominion National Bank进行投资的相关事宜。(2016) </li></ul>

Jiang Liu

Partner

Barbara Mendelson’s practice involves advising foreign and U.S. banks in a variety of complex regulatory matters, including sales and acquisitions of U.S. banking and nonbanking firms, Dodd-Frank Act issues, applications to federal and state bank regulators for expansion of activities and new products, Bank Secrecy Act and OFAC matters, and over-the-counter and exchange-based trading of various instruments and derivatives. She has represented foreign banks in their U.S. operations for more than 30 years. Barbara has also been instrumental in forming a number of commercial banks and other subsidiaries of foreign banks. In addition to her bank regulatory practice, Barbara works with sovereign entities and multilateral organizations with respect to the investment of their foreign currency reserves and other assets.Barbara has been recognized in the industry for her exceptional legal work, including being named by Crain’s New York Business as one of the <a href="https://www.crainsnewyork.com/awards/notable-women-law-2021" target="_blank">Notable Women in Law</a> in both its 2021 and 2019 editions, and in 2020 she was named “Compliance Lawyer of the Year” by C5’s Women in Compliance Awards. She has also been selected as Euromoney Legal Media Group's <a href="http://www.mofo.com/resources/news/200917-mofo-recognized-euromoney-diversity.html">2020 Banking and Finance Attorney of the Year</a>, and was awarded “Best in Financial Services” in 2019 and 2017. Barbara was also awarded the "Lawyer of the Year" designation by Best Lawyers in America (2019 and 2013) in the category of Financial Services Regulation Law (New York City). In addition, she has been recommended by Chambers USA, Chambers Global, Legal 500 US, IFLR1000, Best Lawyers in America, and Who’s Who Legal: Banking. In their 2023 guide, Who’s Who Legal listed Barbara as a “Thought Leader” in their Global Banking Regulation Review, which features the world’s foremost banking regulatory lawyers who have obtained the largest number of nominations from peers, corporate counsel, and other market sources.She is a member of the New York City Bar Association and the American Bar Association. Barbara also serves as president of the board of trustees of Big Brothers Big Sisters of New York City.

Barbara R. Mendelson

Bernie Pistillo is a partner in the San Francisco office of the firm’s Federal Tax Group. He regularly advises on the U.S. federal income tax aspects of international and domestic mergers and acquisitions, corporate restructurings and spin-offs, and tax controversy matters in the international area, particularly transfer pricing, the development and exploitation of technology and intellectual property and the structuring of international operations for both start-up entities and existing corporate groups. His practice involves the coordination of tax laws in multiple jurisdictions to develop and implement cross-jurisdictional tax planning, overall operational synergies and worldwide tax minimization strategies. He also is regularly involved in the negotiation of strategic joint ventures and partnerships and the structuring of private equity funds and their investments. Bernie also advises on financial product development and the tax aspects of financial institution and insurance company operations.Bernie is a member of the Dean’s Advisory Board at Tulane University School of Law, the Steering Committee of the Northern California Chapter of the U.S.A. Branch of the International Fiscal Association, the Planning Committee for the USC Gould School of Law Tax Institute, and the Tax Review and the Tax Club, both in New York City. He is admitted to practice in California, New York and Arizona.He is a frequent lecturer and author on matters relating to international taxation and corporate taxation generally.Bernie is recommended by Legal 500 US for US Taxes: Contentious, US Taxes: Non-Contentious and International Tax.Recent Client Transactions include:<ul><li>Softbank Corp. in connection with its $1 billion investment in WorldVu Satellites Ltd (OneWeb) and of SoftBank and OneWeb in connection with the negotiation and execution of an agreement pursuant to which OneWeb will merge with Intelsat SA in a share-for-share transaction.</li><li>Temasek Holdings Pte Ltd in making an $800 million investment in Verily Life Sciences (formerly Google Life Sciences), Alphabet’s health-focused subsidiary.</li><li>Boyd Gaming Corporation in the sale of its 50% equity interest, valued at $900 million, in Marina District Development Holding Company, LLC, the parent company of Borgata Hotel Casino & Spa in Atlantic City, New Jersey, to MGM Resorts International.</li><li>The co-founder of Broadcom Corp. in connection with its acquisition by Avago Technologies Ltd. in a cash and stock transaction with a combined enterprise value of $77 billion.</li><li>VMWare in planning a joint venture with EMC Corporation to form a new cloud services business, as well as in connection with the planned $67 billion acquisition of EMC by Dell Inc. using tracking stock of VMWare.</li><li>McKesson Corporation in numerous acquisitions in the healthcare and related areas.</li><li>SoftBank Corp. in connection with its acquisition of a 78% interest in Sprint Nextel for an enterprise value of $44.8 billion.</li><li>MicroPort Scientific Corp. in connection with its acquisition of the worldwide OrthoRecon operating segment of Wright Medical Group Inc.</li><li>Toshiba Tec Corp. on its $874 million acquisition of the worldwide retail store solutions business of IBM Corp.</li><li>Textainer Group Holdings Ltd. in connection with a review of its worldwide operating structure to improve financial and legal efficiencies.</li><li>Novellus Inc. in its tax-free stock-for-stock acquisition by Lam Research Corp valued at $3.3 billion.</li><li>Carlyle Group in its acquisition of Walbro Engine Management from Sun Capital Partners and related LBO financing</li></ul>

Bernie J. Pistillo

Hillel Cohn specializes in securities regulatory matters, including representation of foreign banking organizations, broker-dealers and investment advisers on securities compliance and regulatory issues. Hillel assists such clients with designing their operations and products to comply with applicable laws, provides advice on securities compliance issues and provides counsel in their dealings with the SEC, FINRA and other U.S. regulatory authorities. In addition, he has worked on a number of acquisitions, joint ventures, correspondent agreements, financings and restructurings of broker-dealers and investment advisers.Hillel also advises public companies with respect to corporate governance, SEC compliance, securities offerings, mergers, acquisitions, and joint ventures. He has extensive experience handling public offerings of equity, debt and real estate securities and has also represented a number of emerging technology and life science companies in dozens of venture financings.Hillel assists public companies ranging from small-cap issuers to NYSE listed companies with SEC reporting and compliance. Hillel has counseled a number of public companies with respect to the design and implementation of corporate governance policies and procedures. He also has acted as special counsel to special Board committees appointed to evaluate strategic options, including going private proposals, conduct internal investigations, or review proposed related party transactions.Hillel assists public and private companies with mergers, acquisitions, joint ventures and similar transactions, with notable experience in handling cross border acquisitions and international investments. He has assisted a number of U.S. companies in establishing business operations in China through joint ventures and other business arrangements and he has represented a number of Japanese companies in their acquisitions of publicly held U.S. companies.Prior to joining the firm, Hillel worked for the SEC for seven years and in private practice for 23 years. He has also been named as a 2006-2022 Best Lawyer in America in the field of Securities Law and listed in Super Lawyers magazine from 2004-2016. Hillel serves on the Greater Los Angeles Division Board of Directors of the American Heart Association.

Hillel T. Cohn

Senior Of Counsel

Kelley Howes is a Partner in the firm's Denver office and Co-Chair of the Investment Management Group.Kelley has experience with a wide range of legal, regulatory, compliance, corporate governance, insurance, and other matters relating primarily to the representation of U.S. registered and unregistered investment companies, offshore funds, registered investment advisers, transfer agents, and broker-dealers.Kelley has counseled independent fund directors on governance issues, and has advised mutual funds on mergers, reorganizations, compliance, and regulatory matters, including examinations and enforcement matters. She has also advised public companies with regard to corporate governance and various corporate transactional matters, including mergers and acquisitions, subsidiary ownership issues, and equity and debt issuances.She has more than 20 years’ experience in investment management-related matters. Prior to joining Morrison & Foerster, she served as Executive Vice President and General Counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as Senior Vice President and General Counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as President of the Janus funds and President of Janus Distributors LLC.Kelley was recommended and recognized as a “next generation lawyer” by Legal 500 US 2017 and has served on the boards of directors of Young Americans Bank/Young Americans Center for Financial Education; ICI Mutual Insurance Company; and the Denver Metro Chamber of Commerce. She was also recognized as a "Top Lawyer" for Securities in the 2022 guide of 5280, Colorado's largest local publication. She is a member of Morrison Foerster's global Environmental, Social, and Governance (ESG) steering committee.During her time at Suffolk University School of Law, Kelley was a member of the Suffolk Transnational Law Review.