IFLR 1000
The Guide to the World's Leading Financial Law Firms

Morrison & Foerster's practice has moved from strength to strength this year with its Greater China team's specialisation in US and Hong Kong securities. "If it is a US placement," one client says, "we use MoFo." The firm has a competitive edge in working with the Securities Futures Commission (SFC) in Hong Kong, as three members of its Hong Kong team previously worked at the government body. In fact, partner Stephen Birkett previously served as the SFC's Senior Director of Corporate Finance.

In light of these assets the team boasts a strong deal list this year. In December 2010, Partners Ven Tan and Gregory Wang represented China Gold International Resources in its dual primary listing on the Hong Kong Stock Exchange and the Toronto Stock Exchange. The $309 million transaction could be a bellwether for foreign-listed mining companies coming to Hong Kong for either dual primary listings or secondary listings in the future. China Gold's listing was particularly complicated in that the company was undertaking an acquisition that was contingent upon the IPO, and thus Morrison and Foerster's team had to navigate the additional complexity of a simultaneous acquisition close and offering.

Ven Tan and Xiaohu Ma also represented Dalian Port (PDA) on Hong Kong compliance and listing issues for it's A share IPO on the Shanghai Stock Exchange. The deal speaks to the combined strength of the US and Hong Kong law practices. In January 2011, partners Charles Chau and Gregory Wang advised BOCI Asia and UBS as placing agents for $684 million shares of Sino-Ocean Land Holdings, a Hong Kong listed company, by its shareholder COSCO International Holdings. As part of its plan to shed its non-core investments, COSCO sold its entire share of Sino Ocean - one of the foremost property developers in Beijing and one of the 20 largest publicly-listed property companies on the Hong Kong Exchange.

Morrison & Foerster has 29 years of experience in the China region and has a particular focus and expertise on domestic regulatory issues.

MoFo's team is also a leader in representing Japanese corporates seeking strategic M&A in China. The firm's strong Tokyo team works in conjunction with the China team to help successfully complete key transactions with these clients, and this Sino-Japanese strategy has recently yielded several significant deals.

One example is MoFo's representation of Kirin Holdings in its $400 million beverages joint venture with China Resources Enterprises. China Resources Enterprise is a Hong Kong-based consumer goods company that operates in the retail, food, beer and beverage markets in China, and the joint venture aims to manufacture and distribute non-alcoholic beverages throughout Greater China. Partners Thomas Chou, Gordon Milner and Sherry Yin led on the deal, which closed in January 2011.

The firm has also advised leading Chinese companies in the acquisition of international businesses. One such deal closing in June 2010 saw the firm advise Harbin Pharmaceutical, one of China's largest pharmaceutical companies, on its asset acquisition of Pfizer's swine vaccine business in China. The deal was particularly important because the divestment of the Pfizer swine vaccine business was ordered by the Chinese Ministry of Commerce (Mofcom) as a condition of Mofcom's approval of the 2009 Pfizer-Wyeth merger. As this was the first divestment of this type resulting from a Mofcom anti-trust conditional approval, Mofcom may use the transaction as a future divestment model.

Morrison & Foerster's equity capital markets practice specialises in US and Hong Kong securities and has a comparative advantage in dealing with Hong Kong's Securities Futures Commission (SFC). Three members of MoFo's Hong Kong team previously worked at the SFC, and partner Stephen Birkett previously served as the SFC's senior director of corporate finance.

The firm has represented a number of companies in Hong Kong IPOs and other listings. The team recently advised China Gold International Resources in its $309 million dual Hong Kong Stock Exchange and Toronto Stock Exchange primary listing. The deal could be a positive signal for future foreign-listed mining companies coming to Hong Kong for either dual primary listings or secondary listings.

Morrison & Foerster's Hong Kong team has deep regional experience in Greater China, and also has an asset in its strong Tokyo team when it comes to advising in inbound China targets for Japanese investors. The firm's China-Japan strategy has recently yielded several significant deals.

MoFo has had a strong year on both the inbound and outbound sides. In a particular example of an inbound Hong Kong acquisition, the team recently advised Kirin Holdings in its $400 million beverages joint venture with China Resources Enterprise. China Resources Enterprise is a Hong Kong-based consumer goods company that operates in the Chinese retail, food, beer and beverage markets. The joint venture between Kirin and China Resources Enterprise is set to manufacture and distribute non-alcoholic beverages throughout China and Hong Kong. MoFo's team was led by partners Thomas Chou, Gordon Milner and Sherry Yin.

Morrison & Foerster's private equity team has experience in fund formation, the structuring and placing of offshore investment funds, and representing funds in their investment transactions.

In a deal that closed on March 2011, Thomas Chou led Morrison & Foerster's private equity team in representing Rakuten's travel unit operator RS Empowerment in travel and tour product retailer Tuniu Corporation's $40 million Series C Preferred Shares financing. The $40 million raised by Tuniu in the series C round was led by Sequoia Capital, which invested $25 million.

"I highly recommend Morrison & Foerster's services due to its strong expertise in J-Reits and capital markets," says a Japan-based banking client. "It is an innovative firm and we're always in discussions around new structures for Japanese convertible bonds," says another.

Brandishing well-known names among its leaders and a very strong tripartite offering of UK, US and Japanese law, Morrison & Foerster has enjoyed a steady workflow this year. "Each individual stands out as they have their own expertise," says an investment banking client. Competitors have kind words for partners Tony Grundy, Fuyuo Mitomi and Andrew Winden. One peer commends the latter for showing excellent potential and having the capability to further build up the firm's practice.

"Grundy is one of the most important lawyers in Tokyo," says a client. "He contributed to the establishment of the Japanese capital markets." Another from an English bank offers: "Tony is very experienced and I appreciate that Mitomi is very open to any discussions and is very accessible. I always pick up the phone and ask him questions about Japanese law."

"This firm has very deep experience in the capital markets business, such as bond-related business, both in the Japanese market and cross-border, international market," says a client.

On the Japanese law side, Mofo's bengoshi practice is highly-regarded, with noted practitioners Mitomi and "Reit Queen of Japan" Saori Nakamura leading the charge. "Mitomi's replies are very valuable compared to the expenses incurred," says a client. "The Japanese law team is the best value for money," says another. Mitomi and Nakamura, plus partners Mitsutoshi Uchida and Katsuhiko Fujihira, offer clients such as Merrill Lynch Japan Securities and SMBC Nikko Securities first-rate local law advice. A sampling of the team's work includes acting as sole counsel to Mizuho Securities and Deutsche Securities for Advance Residence Investment's ¥29.3 billion ($381 million) public offering and providing securities advice to Mitsubishi UFJ Financial Group in its $5 billion combination of its securities business with Morgan Stanley Japan.

One client compliments Mitomi further: "He has business knowledge of banking operations accumulated during his previous assignment in a bank; he fully understands our true intention of such inquiries."

Mofo has been steadily fortifying its three year-old UK law practice and has developed a reputation for being one of the leading firms for various cutting-edge UK law products.

Although the firm was not as visible on international-related big-ticket transactions, it did have its fair share of interesting deals. UK-qualified counsel Robyn Nadler and US-qualified Winden provided advice to Deutsche Bank as the lead manager in Pioneer Corporation's $321 million Rule 144A/Reg S institutional offer of new shares. Mofo was the sole counsel to Deutsche and was able to provide advice on UK, US and Japanese laws. "Robyn [Nadler]'s bilingual skills are a big plus for Japanese clients," says a Tokyo bank client. "I also like to work with Kahoru Sakurai, she is friendly, easy to speak to and her eagerness to solve problems is excellent."

"It's got good lawyers, like Dale Caldwell, and it's quite active in the banking space," comments a rival on Morrison & Foerster. Another peer says the firm has a strong real estate finance practice, which was boosted by the arrival of Christian Petersen from Paul Hastings last year. Caldwell is recognised for his traditional banking and project finance expertise and his team has kept busy on a raft of real estate work and large-scale project financings.

"Dale specialises in the financial area and he's creative," says a corporate client. Of another partner, Michael Graffagna, the client continues: "Michael has fluent Japanese and experience in Japan and New York. He's very good at negotiations, very reasonable and understands Japanese companies."

A Japanese investment house director recommends the firm because "the value for money was very reasonable. We'd need to call them every one to two hours and the costs were very reasonable."

Sumitomo Corporation turned to Graffagna and Stanley Yukevich for its $1.9 billion investment in Usiminas' mining subsidiary. In another, Caldwell and Graffagna were representing SCM Minera Lumina Copper Chile in the project financing of the Caserones Copper and Molybdenum Mining Project.

A Tokyo-based client offers: "The team understands other issues important to a deal, such as tax and structure. It has a good office in Japan and they're also based in New York. It's well-coordinated and has a lot of staff who speak fluent Japanese, which is important for our company."

A competitor of the firm notices that Morrison & Foerster is "recently having the hot hand in the M&A sector". With one of the largest teams in Japan and an incredibly active M&A practice, Morrison & Foerster, manages to hold its steady position on both the foreign and local law rankings this year. "The team is flexible and practical, and can cover many areas as a one-stop shop," says a corporate client, who was happy the team was able to complete his latest deal in just five weeks. "They provide quick responses all the time and their advice and responses to our requests are quick and professional."

In a moving testament to Mofo's commitment to its clients, one shares his views about the firm's reaction to the earthquake disaster:

"Further, we have taken note of other non-local firms, and their response and attitude to the recent disaster up at Fukushima and the earthquake. Those firms whose lawyers were suddenly unavailable, having chosen to repatriate to their home countries, we have decided not to ever retain, as we believe this shows a lack of serious commitment to Japan and its people. We also believe this shows a divide internally as to how the local bengoshi are treated vis-a-vis foreign counsel. While MoFo did relocate some of its attorneys to other Japanese cities, they were available at all times. Stan [Yukevich] in particular was in Tokyo during the crisis, which not only gave a sense of camaraderie, but also further verified the firm's commitment to Japan and specifically, its Japanese clients."

Deal highlights of the last year include, Fuyuo Mitomi along with New York's Michael Braun, representing Astellas Pharma, last June, in what is the first successful hostile take-over of a listed US company by a Japanese company and was valued at $4 billion.

Another noteworthy transaction saw Michael Graffagna and Stanley Yukevich represent Sumitomo Corporation at the close of 2010 in its up to $1.9 billion acquisition of a majority stake in a recently created iron ore unit of Brazilian steelmaker Usiminas Siderurgicas de Minas Gerais. Sumitomo's investment in the venture is expected to increase its iron ore supply ten-fold by 2015 amid growing global demand.

Gary Smith is singled out by clients, with one pharmaceutical client stating that "[he is] the best M&A lawyer who I have met". The client adds: "Gary Smith is friendly, has a high level of negotiation skill, is always appropriate and gives timely advice."

Yukevich is another client favourite. "Stan helped us manage through a tough period, through negotiations, agreements and due diligence," notes one. Another lauds him as being "extremely available, very punctual" and with the "ability to make suggestions which, despite our unclear intentions, are exactly what we want."

An impressive client list includes names such as Astellas, Fujitsu, Hitachi, Mitsubishi UFJ, Mitsui, Sumitomo, Toshiba and Yahoo! Japan.

The firm was boosted in November 2011 through the hire of leading lawyer Dale Araki from O'Melveny & Myers

Morrison & Foerster's project finance work receives high praise from the market, particularly for developers and sponsors. "They understand the business in Japanese trading houses well," says one in-house counsel. Head of the firm's Project Finance and Development Group, Michael Graffagna, along with fellow partner Dale Caldwell, represented Mitsui & Co and Tokyo Gas in their purchase of Gas Natural's portfolio of five gas fired IPP (independent power production) projects and a natural gas pipeline in Mexico and also advised the limited recourse financing for the acquisition. The deal, which closed in the summer 2010, was valued at $1.2 billion.

Caldwell, who a rival notes has "picked up more than expected this year", represented Mitsubishi Aircraft in connection with various aspects of its Mitsubishi Regional Jet program, including the definitive agreements to sell 50 firm and 50 optional aircraft to Trans States Holdings, representing Mitsubishi Aircraft's largest order to date and first international sale. "Dale is very good not only with legal language but also with proposals, about how to negotiate with the lenders" comments one client.

The firm's key clients include Mitsui & Co, Sumitomo, Toshiba, Tokyo and Mitsubishi Heavy Industries.