Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Morrison & Foerster’s practice focuses on US and Hong Kong securities. Clients praise the firm’s abilities in this space: “If it is a US placement,” says one, “we use MoFo.” The firm has a competitive edge in working with the Securities Futures Commission (SFC) in Hong Kong.

Three members of its Hong Kong team previously worked at the government body, and partner Stephen Birkett formerly served as the SFC’s senior director of corporate finance.

With a 29-year history of experience in China, Morrison & Forester’s M&A practice stands out for its knowledge and ability to navigate complex Chinese regulatory matters.

As a result of the firm’s strong presence in Japan, the MoFo M&A team also leads the region in advising Japanese corporations on their inbound and outbound China mergers and acquisitions.

For example, the firm recently represented Kirin Holdings on its US$400 million beverages joint venture with Hong Kong-based consumer goods company China Resources Enterprises, which operates in China’s retail, food, beer and beverage markets. The JV is slated to manufacture and distribute non-alcoholic beverages throughout China and Hong Kong. Partners Thomas Chou, Gordon Milner and Sherry Yin led on the January 2011 deal.

Morrison & Foerster

The equity capital markets practice at Morrison & Foerster has US and Hong Kong qualified partners. The capital markets team has a comparative advantage in dealing with Hong Kong’s Securities Futures Commission as three members of its Hong Kong team previously worked at the SFC. Partner Stephen Birkett previously served as the SFC’s senior director of corporate finance. The practice will be hoping that the arrival of former Herbert Smith partner John Moore later this year leads to more instructions from investment banks.

Morrison & Foerster’s M&A team benefits from its long term experience in China and its strong presence in Tokyo. The US firm often acts on mandates involving cross border work between greater China and Japan.

In one highlight deal, Morrison & Foerster represented Kirin Holdings on its US$400 million beverages joint venture with China Resources Enterprises. Leading lawyers include Charles Comey, Paul McKenzie, Gregory Tan and Sherry Xiaowei Yin.

The ability of Morrison & Foerster to offer integrated Japanese, US and English law advice means that the firm is always a strong pick for clients doing cross border transactions. “This firm has very deep experience on the capital markets business, such as the bond related business, both in the Japanese market and in the cross border, international market,” says a client. The team features Fuyuo Mitomi on the Japanese side, while Tony Grundy and Andrew Winden look after the English and US law teams. One deal of note saw a bengoshi team advise Mizuho Securities and Deutsche Securities on the public offering of investment units in Japan by Advance Residence Investment Corporation.

Morrison & Foerster has a presence in the banking and project finance space as well. Dale Caldwell and Michael Graffagna are the two key partners in charge and the duo has worked closely together on numerous projects in the past year. This includes representing Mitsui and Tokyo Gas in the limited recourse project financing of a portfolio of power assets in Mexico.

One of the most successful stories in Japan, Morrison & Foerster has an enviable, market leading M&A practice. Managing partner Ken Siegel leads a firm team that is home to many talented partners. One client is a fan of Stanley Yukevich: “[He] has earned the respect of some very particular people here. This is due to not just his legal drafting abilities, but also his ability to make suggestions that, despite our unclear intentions, are exactly what we want.” Another client notes that Gary Smith is “the best M&A lawyer I have met”. Partners Fuyuo Mitomi, Ryugo Yoshimura and Randy Laxer are also widely respected by market commentators.

One matter that stands out from the firm’s strong deal list of last year is its representation of Tokyo-listed Astellas Pharma on its acquisition of OSI Pharmaceuticals. This is the first successful unsolicited cash tender offer for a listed US company by a Japanese company. The team also featured on one of the largest inbound strategic acquisitions in Japan to date, advising ON Semiconductor on its acquisition of Sanyo Semiconductor.

Noted by a rival firm as “clearly the leader in Japan’s real estate market”, Morrison & Foerster comfortably remains in the top tier for another year. The firm houses veterans Keisuke Mochizuki, Theodore Seltzer, Eric Piesner and Andrew Morrison, and the four-partner team can provide Japanese and US law advice on all aspects of the real estate investment cycle. “They are able to muster resources successfully to address any issues that we have a ticking clock for,” says one client. Another has kind words for Piesner: “He is knowledgeable, responsive and detail-oriented while remaining business friendly.” Some of the firm’s key clients include Nomura Real Estate Investment Management, Union Investment Real Estate, Carlyle, Morgan Stanley and Rockpoint Group.

While peers note that Morrison & Foerster’s dispute resolution practice is focused on IP and US-related matters, and is therefore not as broad as its counterparts in Tokyo, there is no doubt that the firm provides a high standard of service. Clients have no hesitation going to lead partners like Jack Londen, Max Olsen, Craig Celniker and Peter Stern for advice on litigation and arbitration.

“They are excellent. The firm’s high-level lawyers always give us excellent advice,” says one client. “They are careful in spotting legal issues, but at the same time they keep a balance between such issues and our business needs.” Celniker is singled out by another client for praise: “I was deeply impressed by the strong leadership of Craig, which helped us in making a difficult and important decision at critical stages of the dispute resolution process.”

Morrison & Foerster continues to build up its profile in the energy and natural resources sector under the helm of partner Michael Graffagna. The team works on a diverse range of projects internationally and is able to advise on the full development cycle of projects. One deal saw it act for Sumitomo Corporation on its US$1.9 billion acquisition of a 30% stake in a recently created iron ore unit of Brazilian steelmaker Usiminas Siderurgicas de Minas Gerais. Dale Caldwell is another key partner of the practice.

The comprehensive and on-the-ground IP operations of Morrison & Foerster make it a recognised leader in this area among foreign firms in Tokyo. The firm’s expertise in the electronics sector has attracted mandates from leading Japanese corporations like Fujitsu, TDK, Fujifilm, Hitachi and Toshiba. Notably, the team has been defending Nikon Corporation against 10 patent infringement cases, with claimed damages of US$50 billion, and debated issues involving the extraterritorial reach of US patent laws.

Its first class M&A practice, coupled with its IP expertise, is an important asset to clients. For example, partners Stuart Beraha and Masato Hayakawa advised On Semiconductor in its US$600 million acquisition of Sanyo Semiconductor and its patent portfolio. Practice head Max Olson is the key contact of the group.

Boasting one of the most successful M&A practices in Japan, Morrison & Foerster frequently gets mandated by IT, telecommunications and media (TMT) companies for their corporate transactions. This has enabled the firm to stay on the top tier for another year. Companies like Panasonic, Hitachi, Nikon and Yahoo! Japan comprise an enviable client list. Some of the firm’s highlights in the past year include advising NTT Data on its US$1.2 billion acquisition of global IT services firm Keane, and representing Fujitsu in acquiring Toshiba’s cell phone business. The latter resulted in the creation of Fujitsu Toshiba Mobile Communications, Japan’s second largest cell phone manufacturer.