Derivatives – Selected Transactions

Our work in the area includes the following:

  • Equity forward and derivatives transactions to assist issuers in managing their capital structures, including forward equity recapitalizations, share repurchase programs, trust preferred and hybrid preferred issuances with embedded forwards or collars.
  • Complex equity derivative transactions using collars, call spreads, knock-ins and other equity option features to achieve improved liquidity or asset protection while complying with applicable securities and commodities law restrictions.
  • Synthetic convertible securities.
  • Advising on developing derivatives trading and clearing facilities.
  • Debt and equity securities with embedded derivative elements, including equity-linked notes; credit-linked notes; commodity-linked notes; fund-linked notes; off-balance sheet master trust programs; and U.S. registered and Euro note programs covering a variety of indexed notes.
  • CPPI products.
  • Advising on international and domestic legal and regulatory issues relating to derivatives, including issues arising under the federal securities laws, the Investment Company Act, the Commodity Exchange Act, and margin and regulatory capital issues.
  • Advising on questions related to hedging, Rules 144 and 145, and monetization strategies.
  • Structuring the direct issuance of notes linked to foreign exchange, credit defaults, precious and base metals, and electricity prices and rates for hedging or investment purposes.
  • Developing products for use with insurance company counterparties, including indexed notes designed to achieve desired NAIC risk based capital ratings; using special purpose entities to issue structured products to assist insurance companies in managing balance sheet and capital requirements; structuring public and private catastrophe bonds and bilateral catastrophe swaps.
  • Structuring products for specialized constituencies and markets.
  • Advising on online trading activities, including negotiating and documenting investment and governance agreements relating to online trading platforms; developing user and trading agreements; and advising on compliance with securities laws, antitrust laws, electronic signature issues and broker-dealer issues.
  • Advising clients on risk and credit analysis, including crisis and balance sheet management.
  • Structuring principal protection products (secured and unsecured) in domestic and cross-border find-of-funds transactions.

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