Everyone loves an optical illusion.
Morrison & Foerster Capital Markets
Except when it comes to financial results.
Are the horizontal lines parallel or crooked?
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M O R R I S O N & F O E R S T E R L L P C A P I TA L M A R K E T S
Can we be any more clear?
Of course we can. Taking the complex and confusing and making it clear — that’s what we do. We help our clients accomplish their capital-raising goals amidst rapidly changing markets and continually evolving regulation. Admittedly, doing so can be challenging. Our clients value our dexterity and experience in crafting new financial products and offering methodologies when off-the-shelf approaches do not work. We’ve built our reputation on the artful balance of practical solutions and innovative ideas. We are Morrison & Foerster — a global law firm of exceptional credentials in many areas, and, now, one of the world’s leading capital markets firms.
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It isn’t that our eyes are more open. Just more focused.
Focused on our clients’ objectives. Focused on seeing opportunities where others see only problems. Focused on achieving results and doing so efficiently — usually under tight timeframes and on relatively short notice. Solving complex problems requires an ability to see things differently. At the risk of sounding like geeks, we admit it — we think puzzles like these are fun. We like the challenge, whether it’s working through a brain-teaser or analyzing a new derivatives product. Both require concentration, expertise, context and imagination. We bring to bear the intensity and experience of over 250 capital markets lawyers in 19 offices worldwide. Working seamlessly with our tax, investment management, ERISA, bank regulatory, and insolvency and restructuring colleagues, as well as with other practices, we develop new financial products and new securities offering methodologies for our issuer and investment bank clients. Products we helped create include structured convertible securities; exchangeable and variable debt and preferred securities; auction and remarketed preferred securities; DRD-preferred securities; on- and off-balance sheet special purpose issuance vehicles; conduit financing and master funding vehicles; Tier 1 and Tier 2 equity and debt securities; and structured products and other indexed securities and derivatives.
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How many black dots can you count?
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Printers call this static art. But is it static?
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M O R R I S O N & F O E R S T E R L L P C A P I TA L M A R K E T S
Sometimes you just have to stare at a problem a little longer than the next guy.
But staring alone won’t fix it. You need to listen just as intently as you need to look. We’re lawyers who listen. We listen acutely to our clients and have committed ourselves to understanding their businesses. This is what lets us go beyond the conventional to invent new solutions. Solutions that advance industry thinking and enhance the economics of a deal. These are the kinds of challenges that motivate us to work harder, stare longer, listen closer, and think better. Judge us by the quality of our thinking and the quality of our work. We think you’ll find we’re our own most demanding critics. We apply the same intellectual rigor and meticulous attention to detail to every transaction.
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Seeing is believing. Right up until someone sees a better way.
We’ll show you what we mean. Working with our financial institutions clients, we have devised new distribution methodologies for securities offerings, such as the PIPE, the registered direct, the equity distribution program, and various auctionbased securities offering techniques. With our derivatives dealer clients, we have structured equity derivatives transactions for public companies in relation to their own shares, such as structured accelerated share repurchases and forward equity sales hedged with registered share borrow, that permit issuers to establish firm financing costs or implement share repurchases on a cost-efficient basis. With our clients, we have formulated financing techniques for specific industries, like bank holding companies and insurance companies, which permit issuers to raise capital through the issuance of hybrid securities, resulting in tax-deductible yield payments, equity credit from ratings agencies, and favorable regulatory capital treatment from regulatory authorities. Ultimately, however, it’s only a better way if our clients say so. Time and again, our clients have rewarded us for finding better ways with their continued loyalty.
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Are the grid lines bowed or straight?
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Are these wheels really in motion?
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M O R R I S O N & F O E R S T E R L L P C A P I TA L M A R K E T S
Technology or energy. PIPEs or structured products. We see opportunity wherever it exists. We are consistently ranked as one of the most active securities firms in the United States and Asia, and we are a regular presence on financial institution approved lists. We represent issuers and underwriters in hundreds of securities offerings, raising over $75 billion each year. Our experience spans the financing continuum from private placements and PIPEs to initial public offerings, equity offerings, debt offerings and Rule 144A offerings, to continuous issuance programs and global offerings, to offerings of innovative financial products and derivatives and structured products. The PIPEs Report ranks the firm as one of the ten most active in representing agents and issuers in PIPE transactions. Each year, The American Lawyer’s “Corporate Scorecard,” IPO Vital Signs and IPO Reporter rank us as one of the leading firms advising issuers and underwriters in IPOs. Thomson Financial and Bloomberg rank Morrison & Foerster as one of the leading firms advising issuers, underwriters, and managers in debt and preferred stock issuances. Chambers USA, Chambers Global and IFLR 1000 —The Guide to the World’s Leading Financial Law Firms rank the firm’s domestic and international capital markets practice and its derivatives practice as leading practices. Structured Products magazine named us 2006 Law Firm of the Year, North America, citing our creative structures and our thorough understanding of both the business and legal processes. We’re not happy resting on our laurels though, we’re much happier thinking about how to help our clients turn their next challenge into an amazing opportunity.
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Morrison & Foerster Capital Markets. Setting new standards of excellence.
www.mofo.com
Š Morrison & Foerster LLP, 2006
Design: Cahan & Associates, San Francisco