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MoFo Global PE Trends 2024 and Outlook for 2025

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As ongoing geopolitical concerns and the new administration in the US add a layer of unpredictability to the economy, what does...

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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. 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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MoFo Global PE Trends 2024 and Outlook for 2025

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Marcia Ellis is a Senior Counsel in our New York office and a Partner in our Hong Kong office. Marcia’s practice focuses on private equity transactions and complex mergers and acquisitions involving companies and other assets located in Asia. Having practiced in Asia for more than a quarter of a century, Marcia is one of the most experienced M&A lawyers active in the Asian market. In the past three years, she has advised clients on deals with a total aggregate value well in excess of US$249.8 billion.​Marcia regularly advises leading investors on M&A transactions, including SoftBank Vision Fund, Alibaba, GLP, Bain Capital, BlackRock, Farallon Capital, Ascendent Capital Partners, Silver Crest Acquisition Corp., PAG, Hillhouse, Hony Capital and Celadon Partners. In addition, she is experienced in representing U.S., UK and Asia based institutional investors in the acquisition, financing and disposition of real estate in China, Hong Kong and elsewhere in Asia, including numerous logistics and internet data center projects, and investment in and acquisition of real estate developers.From 2008 through 2011, she was the Chief Legal Officer for Asia of D. E. Shaw, where she assisted various group entities in making, restructuring, and exiting investments in various countries in Asia, including a number of significant and highly structured investments in China and India.Clients consider Marcia as a "super skilled technical lawyer" who offers "incredible problem-solving skills on all aspects of matters, both legal and commercial". A client said that "Finding a lawyer whose judgement you trust and who knows how far they can push the boundaries is not easy, and Marcia is the best lawyer I've worked with."Marcia is the Global Co-Chair of the firm’s Private Equity Practice, a member of our global board of directors, and a member of our global Environmental, Social and Governance (ESG) Steering Committee. She has also been named to Law360’s 2022 and 2023 Private Equity Editorial Board and elected as the Co-Chair of AmCham Hong Kong’s Women of Influence Committee. Marcia has been recognized as one of the Women of Influence in Private Markets: Private Equity by Private Equity International in 2024.

Marcia Ellis（艾琳）律师的执业重点是涉及亚洲境内公司和其它资产的私募股权交易和复杂并购。Ellis律师在亚洲执业超过二十五年，是活跃在亚洲市场经验最丰富的并购律师之一。在过去三年间，她为客户完成的交易的合计价值超过2498亿美元。Ellis律师经常为大型投资者提供并购交易法律咨询，这些投资者包括软银愿景基金、阿里巴巴、普洛斯、Bain Capital、贝莱德、Farallon Capital、上达资本、Silver Crest特殊目的收购公司、PAG、高瓴资本、弘毅投资以及Celadon Partners。此外，在代表美国、英国、亚洲机构投资人方面她也富有经验；她代表客户处理收购、融资、处置中国、香港及亚洲其它地区的房地产，其中包括许多物流和互联网数据中心项目，也处理对房地产开发商的投资与收购。从2008至2011年，Ellis律师是德劭集团亚洲区的首席法务官。在德劭集团，她协助各集团实体处理在亚洲多个国家进行的投资、投资重组及投资退出事宜，包括在中国和印度进行的多个重要及高度结构化的投资。客户评价Ellis律师是一位"技巧高超的律师"，她拥有 "极其出色的解决问题的能力，包括法律问题和商业问题 "。一位客户称："找到一位拥有令人信任的判断力，并能尽力突破极限的律师并不容易，而她是我合作过的最好的律师"。Ellis律师是美富律师事务所的全球私募股权业务联席主席，本所全球董事会成员，兼本所环境、社会与治理（ESG）指导委员会委员之一。她还当选《法律360》（Law 360）2022年度和2023年度私募股权业务编辑委员会成员，以及香港美国商会最具影响力女性（WOI）指导委员会联席主席。Ellis律师还荣获Private Equity International评为2024年“私募股权领域：私募市场最具影响力女性”之一。

Marcia Ellis

Global Co-Chair of Private Equity Practice

Patrick Huard is the Global Co-Chair of the Private Equity Practice. Specializing in private equity M&A, he sits in the San Francisco office.Patrick has significant experience representing private equity funds and their portfolio companies in a broad range of corporate matters, including public and private acquisitions, leveraged buyouts, venture and growth equity investments, and divestitures. Clients rely on him for both his sophisticated legal counseling as well as his sharp business acumen.Patrick advises private equity sponsors in all aspects of their investment activity across a wide variety of industry sectors, including software and technology, business services, consumer and retail, professional services, and ESG/impact investing. Patrick is also a member of our global ESG + Sustainability steering committee.Patrick was, for the second year in a row, named a Top 10 Mid Cap M&A Lawyer in North America 2022 by MergerLinks and recommended for Private Equity Buyouts by Legal 500 2022. Our private equity practice was also recognized as a Law360 Practice Group of the Year 2021.﻿Patrick graduated, magna cum laude, from the Georgetown University Law Center, where he was elected into the Order of the Coif and served as the Notes and Articles Editor of the Journal of Law and Policy in International Business.

Patrick Huard

Stuart Alford is a partner based in the Corporate Group.Stuart’s practice focuses on mergers and acquisitions, private equity investments, joint ventures, reorganizations and general corporate advisory matters. He has particular experience in the technology space, and regularly advises European, Asian and U.S.-based clients on complex cross-border mergers and acquisitions and investments.Prior to joining Morrison Foerster in 2017, Stuart trained and practiced in the London and Hong Kong offices of an international law firm. During that appointment, he was seconded to a leading investment bank where he assisted with a range of transactions across Europe and the Middle East.Stuart received his M.A. (Hons.) degree in International Relations from the University of St. Andrews, and his law degree from the College of Law, London. He is qualified as a solicitor in England and Wales.

Stuart Alford

Partner

Simon Arlington is a partner based in the Corporate Group focusing on M&A and private equity.Simon represents clients across all aspects of M&A and private equity, including raising capital, acquisitions, disposals, investments, and joint ventures, together with corporate governance, portfolio company transactions, and incentive schemes.He focuses on complex cross-border matters, and his experience spans several industry sectors, including food & agriculture, retail, pharmaceuticals and biotech, financial services, natural resources, real estate, and technology.Prior to joining Morrison Foerster, Simon worked at several international law firms. He has spent time on secondment at a PE fund with global interests in the natural resources and energy sector and trained at a magic circle law firm.

Simon Arlington

Darío Avram is co-chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario D. Avram

James Beach represents private equity funds and their portfolio companies in a broad range of complex domestic and cross-border transactions, including leveraged buyouts of private and public targets, divestitures, and growth equity investments. He also advises private equity-owned and public companies in all stages of their lifecycle.James has completed over $15 billion of aggregate transactions across numerous industries, including enterprise software, data, security and technology, logistics, manufacturing and consumer products.Prior to joining MoFo, James was partner at a boutique private equity firm and in the private equity and M&A group at another global law firm.James earned his Juris Doctor degree from Georgetown University Law Center, where he served as Senior Editor of the Georgetown Environmental Law Journal. He also earned a Bachelor of Arts degree in Philosophy and a minor in Global Peace and Security from the University of California, Santa Barbara, and a Master of Arts degree in Political Science from the University of California, Riverside.

James Beach

Andrew Boyd is an M&A partner based in the London office. He specializes in advising on strategic cross-border mergers and acquisitions, private equity and joint venture transactions with particular expertise advising clients in the technology and food/ag sectors.Andrew regularly represents, among other clients, Uber, Visa, SoftBank, Tate & Lyle plc, Unity Technologies, Toshiba and SoundCloud.Andrew is recommended for M&A and private equity by legal directories including Legal 500 and IFLR1000 and is noted for his ability to “speedily assimilate difficult concepts and come up with meaningful, deliverable action plans that fulfil the commercial objectives”. Clients note that “Andrew knows exactly when and where to get involved …a good person to send in when we need a different voice…he gets to the nub of the issue very, very quickly and with great clarity…” and “Andrew Boyd is fantastic; pragmatic, tons of expertise, and a joy to work with.” Legal 500 2022.Andrew is co-Managing Partner of the London office and sits on the firm’s global Partnership Selection committee and was previously a member of the firm’s global Pro Bono committee.

Andrew Boyd

Managing Partner, London

Randy is the Managing Partner of Morrison Foerster’s Miami office and Co-Chair of the firm’s Latin America Desk. He advises multinational clients in connection with cross-border mergers and acquisitions, venture capital and other finance transactions throughout Central and South America, the Caribbean, and the United States.Randy’s mergers and acquisitions work has focused on international cross-border mergers and acquisitions across a broad range of sectors, including financial services, technology and telecommunications, media, entertainment, agriculture, manufacturing and food and beverage.<h4>Representative Experience</h4><h5>Mergers and Acquisitions</h5><ul><li>SoftBank Latin America Fund in connection with a Series B funding round for Incode, a next-generation identity and authentication platform for global enterprises.</li><li>SoftBank Latin America Fund in connection with a Series C financing round in Addi, a fintech startup based in Bogota, Colombia that offers buy-now-pay-later technology.</li><li>SoftBank Latin America Fund in connection with a Series D financing round in Open Co, a Brazilian consumer credit company.</li><li>SoftBank Latin America Fund on leading a Series B financing round for Laika, a Colombia-based pet supplies e-commerce platform.</li><li>SoftBank, Riverwood Capital, Igah Ventures, and Volpe Capital in connection with their investments in CRM&BONUS’s R$280 million financing round.</li><li>SoftBank in connection with a Series E financing round led by the SoftBank Latin America Fund totaling $190 million in MadeiraMadeira, a Brazilian online home goods platform.</li><li>SoftBank in connection with a Series C financing round in JusBrasil, a platform that connects people to justice through lawyers and legal information.</li><li>SoftBank in connection with a Series C financing round led by the SoftBank Latin America Fund in Contabilizei, a Brazilian online platform that offers affordable tax-filing and accounting SaaS for SMEs in Brazil.</li><li>SoftBank in connection with a Series D financing round led by the SoftBank Latin America Fund in Olist, a Brazilian e-commerce platform.</li><li>SoftBank Latin America Fund in connection with a Series B $108 million financing round in Pismo, a technology company providing an all-in-one processing platform for banking, payments, and financial markets infrastructure.</li><li>SoftBank in connection with the Series C US$50 million financing round in GAIA, an e-commerce platform for the sale of furniture and design accessories in Mexico.</li><li>The management team of Wizeline, Inc., a global technology services provider that partners with clients to build high-quality digital products and platforms, in connection with the agreement under which Caisse de dépôt et placement du Québec (CDPQ), a global investment group and one of Canada’s largest pension funds, will acquire majority ownership of Wizeline.</li><li>SoftBank in its investment of up to US$150 million into a subsidiary of Grupo Bursátil Mexicano (GBM), a leading investment platform in the Mexican stock market for over 35 years.</li><li>SoftBank in a joint venture with WeWork, the leading flexible space provider, that provides SoftBank Latin America Fund with the exclusive right to operate the WeWork brand in Argentina, Brazil, Chile, Colombia, and Mexico.</li><li>Petlove, the largest digital ecosystem for pet owners in Brazil , on its acquisition of Porto Pet, a company in the Porto Seguro business group and a leader in the animal health plan segment.</li><li>Petlove, the largest digital ecosystem for pet owners in Brazil, in connection with its recent financing round with its existing major investors, Tarpon, SoftBank, L Catterton, Porto Seguro and Monashees, and a new initial investment by Riverwood Capital.</li><li>SoftBank in connection with the US$150 million (R$822 million) preferred equity investment in Afya Limited (Nasdaq: AFYA), the largest medical education group in Brazil.</li><li>SoftBank in connection with the US$84.5 million financing round in Descomplica, the first Brazilian EdTech company to enter the higher education market. Co-led by investment fund Invus Opportunities, the funding round represents the biggest investment to date in an EdTech company in Latin America. </li><li>Petlove, the largest digital ecosystem for pet owners in Brazil , in the expansion of its e-commerce into a pet ecosystem through the acquisition of DogHero, a pet services Brazilian company.</li><li>SoftBank in connection with a Series C US $225 million financing round in Kavak, a Mexican online platform for buying and selling used cars.</li><li>SoftBank in connection with a Series B US $108 million financing round in Acesso Digital, a Brazilian IDTech pioneer in ID protection solutions.</li><li>SoftBank in its sale of a majority stake in Brightstar Corp., a subsidiary of SoftBank and the global leader of end-to-end device lifecycle solutions for carriers, retailers, and enterprise, managing mobile devices, to Brightstar Capital Partners, a private equity firm focused on partnering with founders, entrepreneurs, and management team.</li><li>SoftBank in connection with a Series D US$225 million financing round in VTEX, a Brazilian global enterprise digital commerce platform.</li><li>SoftBank in connection with a Series C financing round led by SoftBank’s Latin America Fund in Brazilian data science company Cortex.</li><li>SoftBank in connection with a Series B US $125 million financing round led by SoftBank’s Latin America Fund in AlphaCredit, a technology-enabled financial platforms in Latin America.</li><li>Inchcape, the leading global independent multi-brand automotive distributor and retailer, in its cash-free and debt-free £47 million acquisition of Autolider, a distributor of Daimler brands in both Uruguay and Ecuador.</li><li>Dolphin Entertainment, Inc., a leading independent entertainment marketing and premium content development company, in its acquisition of Shore Fire Media, Ltd., a public relations and media management firm based in Brooklyn, New York that specializes in music, entertainment and popular culture.</li><li>SoftBank in connection with a Series D US$250 million investment round in QuintoAndar, a São Paulo-based real estate leasing platform.</li><li>SoftBank in connection with its joint US$150 million Series C round investment with Tencent an Argentine fintech company Ualá.</li><li>SoftBank in its Series D $100M investment in Konfio, an online lending platform in Mexico.</li><li>SoftBank in its investment in Buser, Ltd., an intercity bus charter online booking service in Brazil.</li><li>Imperia Intercontinental, Inc. in its purchase of the consumer banking business and insurance business of Banco Citibank de El Salvador S.A., Citi Tarjetas de El Salvador, S.A. de C.V., Balboa Reinsurance Ltd. and Seguros e Inversiones S.A. </li><li>Liberty Latin America Ltd., a leading telecommunications company with operations in Chile, Puerto Rico, the Caribbean, and other parts of Latin America, and a subsidiary of Liberty Global plc (NASDAQ: LILA and LILAK), in its acquisition of an 80% stake in Cabletica, a leading Costa Rican cable operator, from Televisora de Costa Rica S.A. (Televisora), which will retain a remaining 20% interest, for approximately US$250 million.*</li></ul><h5>Finance</h5><ul><li>The Chilean, Peruvian, and Colombian operating companies of Andean Telecom Partners in a syndicated senior secured financing totaling approximately $170 million and a subsequent syndicated senior secured financing totaling $35 million.</li><li>Andean Tower Partners Colombia, operator and developer of wireless telecommunications infrastructure owned by Digital Bridge, in the US$55 million refinancing operation granted by Scotiabank Colpatria.</li><li>MesoAmerica Latam Opportunities Fund in its US$120 million revolving credit facility with Scotiabank. </li><li>Corporación América Airports S.A. in its US $485 million initial public offering (IPO) on the NYSE. Corporación América Airports manages and operates 52 airport facilities in Argentina, Italy, Brazil, Uruguay, Ecuador, Armenia and Peru.</li></ul>

Randy, copresidente del Latin America Desk y socio del Departamento Corporativo de la firma, asesora a clientes multinacionales en relación con fusiones y adquisiciones transfronterizas, empresas conjuntas (joint ventures), y transacciones de valores y finanzas en toda América Central y del Sur, el Caribe, Europa y los Estados Unidos.Randy ha asesorado a numerosas corporaciones globales europeas en relación con el establecimiento y desarrollo de sus presencias en los Estados Unidos, así como en la gestión de sus operaciones en América Latina. También representa a emisores en ofertas de capital y de deuda y en cotizaciones de la bolsa.La experiencia de Randy en relación a fusiones y adquisiciones se ha centrado en fusiones y adquisiciones internacionales transfronterizas en una amplia gama de sectores, incluyendo servicios financieros, telecomunicaciones, medios de comunicación, entretenimiento, energía, agricultura, industria manufacturera, y alimentos/bebidas.<h4>Experiencia Representativa</h4><h5>Fusiones y adquisiciones</h5><ul><li>Representó a SoftBank en relación con una ronda de inversión Serie B dirigida por SoftBank Latin America Fund, por un total de US$ 125 millones en AlphaCredit, una de las plataformas de tecnología financieras de más rápido crecimiento en América Latina.</li><li>Representó a Inchcape, el principal distribuidor y minorista independiente de automóviles de múltiples marcas a nivel mundial, en su adquisición sin dinero en efectivo y deudas de £ 47 millones de Autolider, un distribuidor de las marcas de Daimler en Uruguay y Ecuador.</li><li>Representación de Dolphin Entertainment, Inc., una empresa independiente líder en mercadeo de entretenimiento y desarrollo de contenidos de primera calidad, en su adquisición de US$ 3 millones de Shore Fire Media, Ltd., una empresa de relaciones públicas y gestión de medios de comunicación con sede en Brooklyn, Nueva York, que se especializa en música, entretenimiento y cultura popular.</li><li>Representó a SoftBank en relación con una ronda de inversión Serie D por un total de US$ 250 millones en QuintoAndar, una plataforma de arrendamiento inmobiliario con sede en São Paulo.</li><li>Representó a SoftBank en su inversión conjunta con Tencent de US$ 150 millones en la ronda de financiación de la Serie C en la aplicación argentina de servicios bancarios digitales Ualá.</li><li>Representó a SoftBank en su inversión de US$ 100 millones en Konfio, una plataforma servicios financieros en México.</li><li>Representación de SoftBank en su inversión en Buser, Ltd., un servicio de reservas en línea de alquiler de autobuses interurbanos en Brasil.</li></ul><h5>Finanzas</h5><ul><li>Representó a Andean Tower Partners Colombia, operador y desarrollador de la infraestructura de telecomunicaciones inalámbricas propiedad de Digital Bridge, en la operación de refinanciamiento de US$ 55 millones otorgada por Scotiabank Colpatria. Se espera que Andean Tower Partners Colombia utilice los fondos para desarrollar y adquirir activos de infraestructura de telecomunicaciones.</li><li>Representación de Satélites Mexicanos, S.A. de C.V. en su plan preestablecido de reorganización y emisión para una financiación de salida de US$ 325 millones de los pagarés de garantía preferente (senior secured notes), y ofertas de pagarés de seguimiento (follow-on note offerings).</li><li>Representó a emisores costarricenses y estadounidenses en el refinanciamiento de una instalación existente mediante la emisión y la colocación privada de US$ 250 millones en notas a filiales de un proveedor de seguros de los Estados Unidos.</li><li>Representó a Torres Unidas Chile SpA y Torres Unidas del Perú S.R.L., empresas de telecomunicaciones e infraestructura de Chile y Perú respectivamente, en el otorgamiento de préstamos a plazo con garantía cruzada de US$ 120 millones con Scotiabank Chile y Scotiabank Perú S.A.A., y en el refinanciamiento múltiple de dichos préstamos durante un período de seis años.</li><li>Representó a un inversionista líder de capital privado en los mercados en crecimiento de toda América Latina en su línea de crédito rotativo de US$ 120 millones con un banco multinacional prominente.</li><li>Representó a un operador de torres costarricense en su contrato de un préstamo a plazo con un banco comercial líder en Costa Rica.</li><li>Representó a una de las empresas de servicios financieros más grande del mundo en servicios de crédito sindicado, servicios de financiación de adquisiciones y otras operaciones de financiamiento en diversas industrias de toda América Latina, entre ellas las de Guatemala, Honduras, El Salvador, Panamá, República Dominicana y Nicaragua.</li><li>Representó a un minorista salvadoreño en relación con financiamientos en múltiples divisas por valor de US$ 300 millones garantizadas con activos en 11 jurisdicciones del Caribe. La adquisición se consumó en parte mediante ofertas públicas en Jamaica y Barbados.</li><li>Representó al administrador y operador de 52 instalaciones aeroportuarias de Argentina, Italia, Brasil, Uruguay, Ecuador, Armenia y Perú en su oferta pública inicial (IPO) de US$ 485 millones en la Bolsa de Valores de Nueva York (NYSE).</li><li>Representó a emisores privados extranjeros alemanes en diversas industrias en relación con las ofertas públicas iniciales y las cotizaciones en el Nasdaq.</li><li>Representó a un asegurador en múltiples ofertas de seguimiento (follow-on offerings) para un fondo de inversión cerrado centrado en la nanotecnología.</li></ul>

Randy, co-líder do Latin America Desk e sócio da área empresarial, assessora clientes multinacionais em fusões e aquisições internacionais, joint ventures e transações de valores mobiliários e financeiros no Caribe, Europa, Estados Unidos, América Central e do Sul.Randy assessorou várias empresas globais e européias no estabelecimento e desenvolvimento de suas atividades nos Estados Unidos, bem como na gestão de suas operações na América Latina. Representa também emissores em ofertas de ações e dívida.Sua experiência em fusões e aquisições é concentrada em fusões e aquisições internacionais em uma ampla gama de setores, incluindo serviços financeiros, telecomunicações, mídia, entretenimento, energia, agricultura, alimentos e bebidas.<h4>Casos Representativos (incluindo experiências em outros escritórios)</h4><h5>Fusões e aquisições</h5><ul><li>Representou SoftBank em uma rodada de investimentos Série B liderada pelo Latin America Fund do SoftBank no valor total de US$ 125 milhões na AlphaCredit, uma das plataformas de tecnologia financeira de maior crescimento na América Latina.</li><li>Representou a Inchcape, líder global independente na distribuição e varejo de carros multimarcas, na aquisição, por £ 47 milhões, da Autolider, distribuidora das marcas da Daimler no Uruguai e no Equador.</li><li>Representou a Dolphin Entertainment, Inc., uma empresa independente líder em marketing de entretenimento premium e desenvolvimento de conteúdo, na aquisição, por US$ 3 milhões de uma empresa de relações públicas e gerenciamento de mídia com sede no Brooklyn, Nova York, especializada em música, entretenimento e cultura popular.</li><li>Representou SoftBank em uma rodada de investimentos Série D, totalizando US$ 250 milhões na QuintoAndar, uma plataforma de leasing imobiliário com sede em São Paulo.</li><li>Representou SoftBank em seu investimento, em conjunto com a Tencent, no total de US$ 150 milhões, na rodada de financiamento Série C no aplicativo argentino de serviços bancários digitais Ualá.</li><li>Representou SoftBank em seu investimento de US$ 100 milhões na Konfio, uma plataforma de serviços financeiros no México.</li><li>Representou SoftBank em seu investimento na Buser, Ltd., um serviço de reservas on-line para aluguel de ônibus interurbanos no Brasil.</li></ul><h5>Financiamentos</h5><ul><li>Representou a Andean Tower Partners Colombia, operadora e desenvolvedora de infraestrutura de telecomunicações sem fio de propriedade da Digital Bridge, na operação de refinanciamento de US$ 55 milhões concedida pelo Scotiabank Colpatria. Espera-se que os fundos sejam utilizados pela Andean Tower Partners Colombia para desenvolver e adquirir ativos de infraestrutura de telecomunicações.</li><li>Representou Satélites Mexicanos, S.A. de C.V. em seu plano de reorganização e emissão pré-estabelecido para um financiamento de US$ 325 milhões em notas prioritárias garantidas e ofertas subsequentes de notas.</li><li>Representou emissores da Costa Rica e dos Estados Unidos no refinanciamento de uma instalação existente, por meio de uma emissão privada de US$ 250 milhões em notas a subsidiárias de um provedor de seguros dos Estados Unidos.</li><li>Representou a Torres Unidas Chile SpA e a Torres Unidas del Perú S.R.L., empresas de telecomunicações e infraestrutura do Chile e Peru, respectivamente, na concessão de empréstimos a prazo com garantia cruzada de US$ 120 milhões com o Scotiabank Chile e Scotiabank Perú S.A.A., e no refinanciamento múltiplo desses empréstimos por um período de seis anos.</li><li>Representou um investidor líder em private equity em mercados em crescimento na América Latina em sua linha de crédito rotativo de US$ 120 milhões com um importante banco multinacional.</li><li>Representou um operador de torres na Costa Rica em seu contrato de empréstimo com um banco comercial líder na Costa Rica.Z</li><li>Representou uma das maiores empresas de serviços financeiros do mundo em serviços de crédito sindicado, serviços de financiamento de aquisição e outras operações de financiamento em vários setores da América Latina, incluindo Guatemala, Honduras, El Salvador, Panamá, República Dominicana e Nicarágua.</li><li>Representou um varejista salvadorenho no financiamento de várias moedas no valor de US$ 300 milhões garantido com ativos em 11 jurisdições do Caribe. A aquisição foi parcialmente concluída por meio de ofertas públicas na Jamaica e Barbados.</li><li>Representou o administrador e operador de 52 instalações aeroportuárias na Argentina, Itália, Brasil, Uruguai, Equador, Armênia e Peru em sua oferta pública inicial (IPO) de US$ 485 milhões na Bolsa de Valores de Nova York (NYSE).</li><li>Representou emissores privados estrangeiros alemães em vários setores em relação a ofertas públicas iniciais na Nasdaq.</li><li>Representou uma seguradora em várias ofertas subsequentes para um fundo de investimento fechado focado em nanotecnologia.</li></ul>

Randy Bullard

Managing Partner, Miami

Tammy Davies is a partner in Morrison Foerster’s New York office and member of the firm’s Finance Group.Specializing in bespoke and complex credit arrangements, Tammy represents alternative lenders and private credit funds in a wide range of middle market financings and special situations, including acquisition financing, opportunistic credit solutions, asset-based lending, junior capital and second lien facilities, bifurcated unitranche facilities, structured financial arrangements, and other unique financing strategies. Tammy also advises private credit funds with NAV facilities, hybrid facilities and other credit support for fund portfolios. She has extensive experience in domestic and cross-border transactions across a variety of industries, including technology, healthcare, retail, media, gaming, pharmaceuticals, manufacturing, and financial services.Tammy was recently recognized as an industry leader in the 2022 Leaders in Credit and Debt Finance Report by Kayo, and brings a wealth of experience from her previous role in another global law firm’s alternative lender and private credit practice, as well as its special situations group.She holds a B.S. in economics with honors from the University of South Carolina and graduated cum laude with a J.D. from Wake Forest University School of Law.Active in the legal community, Tammy is a member of the American Bar Association and the Asian American Bar Association of New York.

Tammy Davies

Steve DeCosse is a Corporate/PE partner in the Tokyo office. His practice focuses on public and private cross-border M&A and strategic investments for trading houses, private equity firms, and corporations across a range of tech and other industries.﻿Steve is recommended as a leading corporate lawyer in Japan by all the independent guides to the legal profession including Chambers, The Legal 500, Best Lawyers in Japan, and Asia Business Law Journal. Asia Business Law Journal named him to the A-List of Japan’s Top 100 Lawyers. He is listed in the Hall of Fame for Japan: Corporate and M&A in The Legal 500 Asia Pacific.

Stephen DeCosse

Matt Ferry is a partner in the San Diego office and a member of the firm’s Technology Transactions Group, advising innovative and mission-driven life sciences and technology companies.Matt has more than a decade of experience in structuring, drafting, negotiating, and executing strategic transactions where intellectual property (IP), technology, data, and information assets drive the deal. Matt is passionate about and focuses his practice on assisting innovative companies in industries where the betterment of people’s lives and the world is in view, including in the broader life sciences and technology areas, such as:<ul><li>Pharmaceuticals and biotechnology (including small molecule pharmaceuticals, biologics, nanotherapeutics, drug discovery, antibodies, cell and gene therapy, CRISPR and other gene editing technologies, drug delivery, immunology, and oncology); and</li></ul><ul><li>Medtech and healthtech (including medical devices, digital health, and other forms of software and hardware in diagnostic and therapeutic applications); and</li><li>Food and agriculture (including in plants and crop sciences, agriculture and farming, alternative proteins, animal and plant production, and food products and consumer goods); and</li><li>Cleantech (including renewable energy, biofuels, plastic recycling and carbon capture).</li></ul>Outside of his life sciences practice, Matt counsels clients in a variety of industries, including Internet of things (IoT), artificial intelligence (AI) and machine learning (ML), wireless standards, autonomous vehicles, semiconductor devices, distributed software, open-source software, and software as a service. Matt has solid experience advising startups in all aspects of IP hygiene, including invention assignment agreements and use of open-source software, as well as complex patent transactions involving standard essential patents (SEPs). Matt leverages his previous experience in patent prosecution and IP litigation to provide a holistic perspective and overall business strategy to his client’s transactions.He advises clients in connection with:<ul><li>Commercial contracts at all stages of technology and product development, including strategic alliances and collaborations, asset sale and purchase agreements, research and development agreements, supply, manufacturing, and distribution agreements, clinical trial agreements, service agreements, and material transfer agreements.</li><li>Patent and technology license agreements in both industry-to-industry and academic-to-industry settings.</li><li>IP and commercial contract matters that arise in connection with larger corporate transactions such as mergers and acquisitions and venture capital investments.</li></ul>In Matt’s past experience as a patent prosecutor and IP litigator, he handled cases involving patent infringement and invalidity, copyright infringement, and trade secret misappropriation. He also draws on his technical knowledge that he developed in his undergraduate work at University of California, Berkeley, his graduate work at the California Institute of Technology, and his hobbyist scientific pursuits, including in physics, software, microwave instrumentation, and optics.Matt also maintains an active pro bono practice representing small business owners and nonprofits in their commercial agreements. Recently, he assisted a low-income entrepreneur in drafting her customer-facing service agreements.<h4>Representative Matters</h4><h5>Pharmaceuticals and Biotechnology</h5><ul><li> Represent multi-national pharmaceutical company in its manufacturing agreements.</li></ul><ul><li>Represent public mRNA technology company in its patent licensing strategy and evaluation agreements.</li><li>Represented Eton Pharmaceuticals, Inc. in connection with its asset sale of several of its branded and generic injectable products to Dr. Reddy’s Laboratories.</li><li>Represented public pharmaceutical company in its purchase of three product lines from a Fortune 500 public pharmaceutical company.</li><li>Represented public pharmaceutical company in its sale of three product lines to private equity-backed purchaser.</li><li>Represented public pharmaceutical company in numerous patent and technology asset purchases and sales, exclusive licensing arrangements, commercial alliances, and co-promotion agreements.</li><li>Represented public pharmaceutical company in several patent and technology asset purchases and sales, including its sale of three product lines focused on rare neurological diseases and associated assets to a private purchaser.</li><li>Represented venture-backed pharmaceutical company focused on treating rare diseases in China in several exclusive license and supply agreements.</li><li>Represented U.S. academic institution in numerous patent and technology exclusive licensing agreements, sponsored research agreements, option agreements, and term sheet negotiations.</li><li>Represented nanotherapeutic company in numerous research and collaboration agreements and licensing agreements.</li><li>Represented CRISPR-based company in numerous evaluation agreements, material transfer agreements, and collaboration agreements.</li><li>Represented startup company in its gene modification research agreement templates.</li></ul><h5>Medical Devices and Health Technology</h5><ul><li>Represented medical device startup in its several exclusive patent and technology license agreements with a leading academic institution and its clinical trial agreements.</li><li>Represented digital health company in its collaboration agreement with a global distributor.</li><li>Represented medical device company in its multisite clinical trial agreements.</li><li>Represented public medical device company in its exclusive license and distribution agreement with global medical device distributor.</li><li>Represented medical device incubator in its form technology and service agreements, patent license agreement from an academic institution, and sublicense agreements.</li><li>Represented public medical device company in its patent purchase from an individual physician.</li><li>Represented medical device company in its multi-country distribution agreements.</li></ul><h5>Food and AgTech</h5><ul><li>Represent an innovative plant protein startup in all forms of its commercial contracts and licensing, including its university research agreements, grower agreements, evaluation agreements, and material transfer agreements.</li><li>Represent a plant genomics and gene editing company in its strategic alliance with a leading commercial nursery.</li><li>Represent a food storage company in evaluating outbound technology licensing models and its outbound license terms.</li><li>Represent a botanical active ingredient producer in its research collaboration agreement with a botanical ingredient biotechnology company.</li><li>Represent an agtech company in its outbound license of its proprietary gene design platform to a biotechnology company.</li><li>Represent a public agency in its licensing agreements for proprietary fruit varieties.</li><li>Represent an agtech company in all forms of its commercial contracts, including university research agreements, NDAs, material transfer agreements, and evaluation agreements.</li><li>Represent novel infant formula company in its dozens of supply and manufacturing agreements with its ingredient suppliers and formula manufacturers.</li></ul><h5>Clean Technology</h5><ul><li>Represent public carbon credit investing company in its collaboration agreement with air quality monitoring company.</li></ul><ul><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li></ul><h5>Complex Patent Transactions</h5><ul><li>Represented global public semiconductor company in connection with its patent purchase form agreements.</li><li>Represented global public semiconductor company in its patent license and license-on-transfer agreement with another global public semiconductor company.</li><li>Represented leading wireless technology company in its patent cross-license with another leading wireless technology company.</li><li>Represented leading wireless technology company in its form standard essential patent (SEP) licensing agreements and term sheets.</li></ul><h5>On-Premise Software and SaaS</h5><ul><li>Represented private construction lender in its acquisitions of two real estate technology platforms.</li><li>Represented machine learning and natural language processing software company in its on-premises software and hosted services agreements.</li><li>Represented SaaS company in its services agreement with leading automobile manufacturers.</li><li>Represented artificial intelligence-based warehousing software company in its template software license and services agreement.</li><li>Represented software company in its source code license and services agreement to international software company.</li></ul><h5>Interactive Entertainment</h5><ul><li>Represented publisher in several game development agreements and content licensing agreements.</li><li>Represented developer in its publishing and distribution agreements.</li><li>Advised developer in its renegotiation of its publishing and distribution agreement.</li></ul><h5>Professional Services</h5><ul><li>Represented numerous professional service providers in their template and negotiated services agreements.</li></ul><h5>Venture Capital</h5><ul><li>Represented fitness technology startup in its $5.8 million Series A financing.﻿</li></ul>

Matthew Ferry

Aly El Hamamsy is a corporate partner in the firm’s New York office.Aly has nearly 20 years of experience advising on complex transactions including public and private acquisitions and divestitures, restructurings, joint ventures, corporate governance, and hostile takeovers. He has extensive experience in a variety of industries, including private equity, financial services, asset management, healthcare, technology, energy, and consumer goods. His transactional practice encompasses both U.S. domestic and cross-border M&A and joint ventures.Prior to joining Morrison & Foerster, Aly was a partner at another international law firm, where he advised on M&A transactions. He also previously acted as managing director of the National Basketball Association (NBA) for the Middle East Region, where he led the NBA’s operations in 11 countries for five different business lines and brand extensions.Aly earned his J.D. from Columbia University School of Law, where he was a James Kent Scholar. He earned his Bachelor of Engineering (Electrical) from McGill University. He is fluent in French and Arabic, and conversational in Italian.<h4>Representative Experience</h4><ul><li>Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.</li><li>A diversified international markets infrastructure business in its US$27 billion acquisition of one of the world’s largest providers of financial markets data and infrastructure.</li><li>A multinational automotive parts manufacturing company in its acquisition of a leading global materials science and manufacturing expert’s anti-vibration systems business.</li><li>A multinational investment bank and financial services company in the sale of its alternative fund businesses to a global provider of fund administration services and a San Francisco-based private equity firm.</li><li>A German chemical company and the largest chemical producer in the world in its €5.9 billion acquisition of significant components of a multinational pharmaceutical and life sciences company’s seed and non-selective herbicide businesses.</li><li>The independent directors of the board of directors of an American cable television provider in connection with its separation from a French multinational telecommunications corporation.</li><li>A U.S. mining company, a wholly owned subsidiary of a global Belgian material solutions company, on its merger with a U.S. industrial sand company.</li><li>A financial services firm focused on the legal market on its US$160 million acquisition of the parent company of a litigation finance and asset management firm, combining the two largest litigation finance players in the world.</li><li>An American pharmaceutical company on its US$2.5 billion proposed inversion combination with a subsidiary of an Irish pharmaceutical company, and its US$15.6 billion acquisition by a Canadian pharmaceutical company.</li><li>A multinational commodity trading company on its acquisition of a global financial services company’s physical energy and commodities business.</li><li>A Spanish multinational financial services company on its US$1.9 billion acquisition of a U.S. bank.</li><li>An American multinational investment bank and financial services corporation on its sale of a majority stake in a retail broker to an American multinational investment bank and financial services company.</li><li>A British multinational universal bank on the sale of its U.S. power and natural gas commodities trading assets to a leading global bank’s energy division.</li></ul>

Aly El Hamamsy

Adam Harris is a member of the Corporate and Capital Markets Groups of Morrison Foerster’s Tokyo office.Adam received his J.D. from Duke University School of Law, where he was a senior staff editor for the Duke Journal of Constitutional Law & Public Policy. He received his B.A. from University of North Carolina, Chapel Hill.Adam has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Capital Markets Law.

Adam Harris

Attorney

Hayley specializes in representing financial institutions, corporate clients and senior individuals in highly sensitive litigation, regulatory enforcement matters and internal investigations. She is Head of Morrison Foerster’s European Compliance Practice and regularly advises clients in relation to their compliance program and diligence of third parties.Hayley has advised clients facing parallel enforcement actions in multiple jurisdictions and those facing parallel criminal, regulatory and civil litigation. Hayley has advised clients on diverse matters across Europe, the Americas, Asia, the Middle East and Africa in the banking/financial services, energy, chemicals, construction/engineering, manufacturing and technology industries. She is also a member of our global ESG + Sustainability steering committee.In addition, Hayley has an active sanctions practice and frequently guides clients through complex UK financial sanctions and export control issues, including making license applications and interfacing with the Office of Sanctions Implementation (OFSI) and the Foreign, Commonwealth & Development office (FCDO).Hayley has been recognized as a Next Generation Partner and described in the Legal 500 UK as “…massively experienced with an enormous breadth of knowledge when dealing with the most complex cross-border regulatory investigations. She combines an excellent intellect with really practical application. Top quality.” “She’s a very able lawyer whose commercial practice covers a wide range of areas, and she’s adept at each of them; she’s clever, tough, charming and a delight to work with. Clients love her, as does her legal team: she provides encouragement, reassurance and adept handling of the most difficult case. First-rate.”Hayley is also recognized in Chambers UK, with clients commenting on her ability to “combine strong communication skills with excellent legal expertise. She is a strong collaborative partner to work with… she is ridiculously hard-working and has great judgement on how to cut through everything. She is a great person to have on your side.” Hayley was named by Global Investigations Review (GIR) to its list of Women in Investigations in 2021.Hayley was formerly an Investigative Lawyer at the Serious Fraud Office in the UK.

Hayley Ichilcik

Joshua Isenberg is a partner in the firm’s Real Estate Group. Josh’s practice includes a wide variety of real estate transactions, including senior and mezzanine financing, acquisitions, sales, construction and development matters, joint ventures, and ground leases.Josh has represented a broad range of institutional and private clients in connection with office, industrial, hotel, retail, mixed-use and multi-family projects.Josh is ranked for Real Estate in Japan by Chambers Asia-Pacific 2024. He is also listed in the Hall of Fame for Japan: Real Estate in The Legal 500 Asia Pacific 2024.<h4>Representative Experience</h4><ul><li>SEKISUI HOUSE, LTD., in its $468 million acquisition of U.S. homebuilder Woodside Homes Company, LLC.</li><li>NORTH AMERICA SEKISUI HOUSE, LLC, the U.S. business operations unit and full subsidiary of SEKISUI HOUSE, LTD., in acquisitions and joint ventures related to residential development projects across the United States.</li><li>Deutsche Bank AG Tokyo Branch on multiple non-recourse loan facilities for the construction of large scale photovoltaic power projects in Japan.</li><li>Fortress Investment Group in multiple acquisitions, dispositions of real estate assets and financings on properties and portfolios located throughout Japan. </li><li>A Japanese institutional investor in acquisition and joint venture related to residential development properties in Chicago and logistic facilities in Dallas.</li><li>A large Japanese bank in the refinancing of mortgage and mezzanine loans to a US entity, secured by a portfolio of iconic hotels and resorts in Hawaii and San Francisco.</li></ul>

Joshua Robert Isenberg

Matt Karlyn has 25 years of experience in working with companies in the healthcare, pharmaceutical, medical device, and technology industries on a wide range of commercial life sciences, licensing, and technology transactions. His clients range from Fortune 100 companies to start-ups, and he regularly advises companies on matters involving IP commercialization, complex collaboration transactions, licensing initiatives, subscription-based economics, and business transactions related to the procurement, development, commercialization, and use of technology and life sciences products. He has also worked with a number of clients on corporate transactions including mergers and acquisitions, as well as private equity and venture capital financing.Matt is ranked Band 1 by Chambers USA for Intellectual Property: Licensing in Massachusetts. Clients in Chambers describe Matt as: “accessible and engaged, and he is really focused on getting the right answer for us."<h4>Life Sciences</h4>Life sciences clients, including pharmaceutical, medical device, and healthcare companies, rely on Matt for his breadth of knowledge in licensing, collaboration, and commercialization strategies across a wide range of transactions designed to strengthen operations and maximize value. Matt’s clients come from sectors across the global economy and include emerging companies, privately held companies, and many of the world’s biggest brands.Matt has broad experience with commercial transactions and agreements in the life sciences space, including:<ul><li>Intellectual property and technology licenses</li><li>Collaboration and development transactions</li><li>Commercialization agreements</li><li>Supply and manufacturing transactions</li></ul><h4>Technology</h4>Matt regularly advises on the use of technology in business, pricing strategies, and market terms across a wide variety of technology transactions that benefit clients both large and small. He has extensive experience negotiating a wide range of transactions, including:<ul><li>Enterprise resource planning and customer relationship management licensing and implementation transactions</li><li>Cloud-based transactions including software-as-a-services, platform-as-a-service, and infrastructure-as-a-service.</li><li>Software licensing</li><li>Supply chain and procurement deals</li></ul>Additionally, Matt has worked on many of the largest outsourcing transactions in the United States, representing numerous Fortune 100 companies on information technology, business process, finance and accounting, facilities services, and other outsourcing transactions.Matt is a frequent author and speaker on topics pertaining to drafting and negotiating commercial technology, outsourcing, and licensing transactions. He has published over 25 articles (including chapters in two books), given over 175 presentations on licensing, technology, outsourcing, and data security, and is the co-author of A Guide to IT Contracting: Checklists, Tools, and Techniques.Matt is currently co-chair of the Legal and Regulatory policy group at the Massachusetts Biotechnology Council. He served as chair of the New England Chapter of the International Association of Outsourcing Professionals, and served for five years on the board of directors of Julie’s Family Learning Program, a wellness program for mothers and children in South Boston.

Matt Karlyn

Randy advises on cross-border M&A, private equity, strategic alliances, and complex international joint ventures covering a range of industries, including technology, health care, life sciences, and media. He has more than 20 years of experience representing Japanese corporations in complex global M&A transactions as well as advising leading private equity funds and strategic investors on their acquisitions, joint ventures, and other strategic investment transactions in Japan.Randy serves as co-head of Morrison Foerster’s Asia Private Equity practice. In previous years, Randy served as the co-chair of our global Corporate Department.He is a frequent speaker on these and other legal developments impacting Japanese and international companies engaged in cross–border M&A. Randy attended Konan University in Kobe, Japan, and Stanford University’s Inter-University Center for Japanese Studies in Yokohama. He is fluent in Japanese.

Randy Steven Laxer

Per specializes in energy and infrastructure project development, capital raising, project financing, and acquisitions and divestments. Per has worked across a broad spectrum of energy and infrastructure sectors, with deep experience in power, LNG regasification, and decarbonization projects. Per advises project developers, investors and lenders.Per has worked on many first-of-their-kind and market-leading energy and infrastructure projects across the globe, but predominantly in Asia, including projects located in Bangladesh, Japan, Cambodia, Singapore, the Philippines, Indonesia, Malaysia, Vietnam, Laos, and India.Per is listed as a “Rising Star Partner” by IFLR1000, “Rising Star” by Asian Legal Business, “Up and Coming” by Chambers Asia-Pacific, and “Next Generation Partner” by The Legal 500 Asia Pacific. Per is also highlighted as a Leading Lawyer for sustainable energy projects by The Legal 500 Asia-Pacific Green Guide 2024.Clients comment that: “Per is a tremendously passionate, supportive, and brilliant projects and financing lawyer...His memory for prior negotiations and discussions and deals is shocking as he can quickly recall precedents or avenues we’ve pursued or considered pursuing previously...” and “[Per] can...identify and analyze risks and issues quickly... He is also always approachable and a great person to work with.” Another client comments: “Per is an excellent legal advisor in the energy space” and “very client-focused and delivers outstanding client service. Definitely on our list of go-tos for complex high value work.”Per’s experience includes deals in relation to:<ul><li>Renewable and conventional power</li><li>Carbon credits and renewable energy certificates</li><li>FSRU-based regasification terminals and gas pipelines</li><li>Renewable natural gas, e-methane, and hydrogen</li><li>Petrochemicals</li><li>Mining</li><li>Sub-sea communication cable systems</li><li>Port and rail</li><li>Military defense</li><li>Electric vehicle charging stations</li></ul>

Per Lindberg

Yilong’s practice focuses on mergers and acquisitions, private equity investments, as well as other general corporate matters.Yilong received a J.D. cum laude from Cornell Law School in 2017, where he was a notes editor of the Cornell Law Review.Yilong is a Registered Foreign Lawyer with the Law Society of Hong Kong. Prior to joining MoFo, he practiced in New York and London as an associate of two leading international firms. He is fluent in Mandarin and English.<h4>Representative Experience:</h4><ul><li>A leading private equity firm in its US$500 million partnership with Temasek, including Temasek taking a minority stake in the client, and a multi-fund investment by Temasek to anchor the client’s future funds.</li><li>A special purpose acquisition company in its US$300 million initial public offering and subsequent search for acquisition opportunities.</li><li>A U.S.-based pharmaceutical company in an up-C merger with Amneal Pharmaceuticals (NYSE: AMRX).</li><li>A leading private equity firm in its fund’s divestment of the majority of its holding in Orchid Orthopedic Solutions to Nordic Capital Fund IX.</li><li>A London-based family office in its strategic minority investments in EagleTree Capital.</li></ul>

罗亦龙律师的业务主要侧重于收购合并、私募股权投资，以及其他一般公司事宜。罗律师于2017年获得康奈尔大学法学院的法律博士学位，并以优等成绩毕业。他曾担任《康奈尔法律评论》的笔记编辑。罗律师是香港律师会注册外国律师。在加入美富前，罗律师曾分别在纽约与伦敦的两所顶尖国际律所担任律师。罗律师精通普通话与英语。<h4>具有代表性的项目：</h4><ul><li>代表某领先的私募股权公司处理其与淡马锡之间的5亿美元合作事宜，包括淡马锡收购其少数股权，以及淡马锡对多只基金作出投资，从而成为其未来基金的锚定投资者。</li><li>代表某特殊目的收购公司处理其3亿美元的首次公开发行，以及其后物色收购机会的事宜。</li><li>代表某位于美国的制药公司处理其与Amneal Pharmaceuticals（纽交所：AMRX）作出UP-C合并的事宜。</li><li>代表某领先的私募股权公司处理其设立的基金将其大部分Orchid Orthopedic Solutions的股权剥离并售予Nordic Capital Fund IX的事宜。</li><li>代表某位于伦敦的家族办公室处理其对EagleTree Capital作出战略性少数股权投资的事宜。</li></ul>

Yilong Luo

Associate

Susan (“Suz”) co-chairs the ESG + Sustainability and Social Enterprise + Impact Investing practices. Her practice focuses on late-stage financings, secondaries, and other corporate transactions for investors, such as SoftBank and Temasek, and on investments for some of the top investors dedicated to impact, from “impact first” foundations to family offices to private equity funds. She co-led the drafting group for the first of the new corporate forms (the Social Purpose Corporation in California), has created hybrid/tandem corporate structures and crafted debt and equity instruments that blend impact with traditional financial terms, and has used corporate law to develop creative capital market solutions to pressing environmental problems. She also advises the boards of public and private companies on corporate governance and fiduciary duties as applied to sustainability and climate change.She was named a California Lawyer Attorney of the Year (CLAY) in 2012 and 2016 by Daily Journal and the Most Innovative Lawyer in North America in 2015 by the Financial Times.Leading Business AdvisorA powerhouse negotiator, clients note that “you cannot get a better corporate counsel” and that Suz “understands the big picture, could not be more responsive, and understands the business” (The Legal 500 US). She has extensive experience providing corporate and finance advice to companies and investors in connection with growth equity financings and secondaries, with particular experience in late-stage investments that have come to rival traditional strategic acquisitions in size and significance. Her experience includes leading some of the highest-profile late-stage investments over the past few years, including notable transactions for SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber, $4.4 billion investment in WeWork, further $10 billion investment in WeWork, $1 billion investment in SoFi, and $250 million investment in Kabbage. She has also advised Temasek on its $800 million investment in Verily Life Sciences, Intel on its equity investment in Cloudera, and each of Fortress, TPG Rise, Vision Ridge Partners, Generation Investment Management, and Pontifax AgTech in numerous mid- to late-stage investments in clean technology, sustainability, education, food, and agriculture technology.Social Enterprise and Impact InvestingSuz is the go-to legal resource for social enterprises (for-profit and non-profit companies focused on social or environmental purpose), impact investors (investors interested in social or environmental returns), and mainstream companies developing environmental, social, and corporate governance policies. With deep expertise in the impact investing model, institutional investors exploring the space turn to her for creative solutions and her ability to structure both investments and companies to emphasize impact and returns.She represents a wide range of investors who are focused on impact, from foundations like the Gates Foundation, The Nature Conservancy, and The Rockefeller Foundation, to family offices like Armonia, Cornerstone Capital, Emerson Collective, New Island Capital, and Omidyar Network, to private equity funds like Goldman Sachs, TPG Rise, Vision Ridge Partners, and Generation Investment Management, in their equity investments in companies and projects that are focused on generating impact and returns for investors. She has deep experience and expertise ensuring energy, sustainability, and other investments have positive impact through the use of new corporate forms, hybrid or “tandem” structures with non-profits and for-profits, and alternative debt and equity instruments.Notable work in this space includes the establishment of a tandem structure, The Carbon Endowment, to retire coal assets at scale while securing a revenue stream for community reinvestment and job training in coal communities. Suz also advised on the structuring of Common Sense Growth as an extension of the non-profit Common Sense Media (to invest in companies that address issues related to children, education, and technology), the establishment of a fund for TPG Rise to provide debt financing to Echoing Green fellows, the spin-out of PRX from Public Radio International (to generate new revenue flows up to the non-profit), the establishment of a for-profit joint venture with non-profit Medicines360 (to allow the non-profit to distribute its healthcare products to women in the developing world), and the structuring of a for-profit evergreen fund that allows The Nature Conservancy to aggregate return-seeking and donor capital in order to invest in preserving our natural resources. She has also advised numerous clients on converting to a public benefit corporation or social purpose corporation model (which requires balancing traditional fiduciary duties against a social or environmental purpose), including This American Life, Revolution Foods, Rise Labs, and Beneficial State Bancorp.Suz also regularly advises boards of directors of private and public companies, special committees, and CEOs on corporate governance, particularly the intersection of fiduciary duties with sustainability, and focuses on environmental, social, and governance issues.Unmatched Cleantech and Renewable Energy ExperienceIn addition to founding and chairing the firm’s Social Enterprise and Impact Investing Group, Suz serves as Chair of Morrison & Foerster’s Energy Group and has extensive experience representing start-up to late stage private companies in the clean technology or sustainability space. She provides corporate and finance advice in connection with equity and debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. She has experience working with renewable energy start-up companies and renewable energy developers in the solar, wind, and biofuels industries. Suz has assisted renewable energy start up companies with raising venture capital and has advised renewable energy developers on project acquisitions.Suz’s representative renewable energy, cleantech, sustainable, and social enterprise clients include Anaergia, Change.org, EDF Renewables, E.ON, Etsy, First Look, OneSun, Planet Labs, Rising Sun Energy, RSF Social Finance, SustainBio, Trelys, Inc., Wikipedia, and Xpansiv.Board Activity and Thought LeadershipMs. Mac Cormac was a founding board member of the Sustainability Accounting Standards Board (SASB), is a member of the board of directors of Business for Social Responsibility (BSR), the Ceres President’s Council, and the Earth Genome Project, and is an advising board member of the Committee Encouraging Corporate Philanthropy’s Strategic Investor Initiative.She has joined the faculty (teaching on the intersection of sustainability and fiduciary duties) at both the Stanford Director’s College and the Northwestern Corporate Counsel Institute and is an adjunct professor at UC Berkeley School of Law, teaching a course on Social Enterprise.

Susan Mac Cormac

Craig Martin serves as co-chair of Morrison Foerster’s Investigations + White Collar Defense and ESG + Sustainability practice groups.Craig has led dozens of internal investigations, often on behalf of audit and special committees. Though Craig most frequently assists with matters involving complex financial accounting and reporting issues, his investigations have covered a broad range of subjects, including corporate disclosures, commercial practices, scientific misconduct, commercial and foreign bribery, and misuse of company assets, among many others.In addition, Craig represents issuers involved in U.S. Securities and Exchange Commission (SEC) enforcement and U.S. Department of Justice (DOJ) investigations. Craig’s clients span various industries, including technology, healthcare and life sciences, financial services, manufacturing, real estate, and agriculture. Craig has obtained excellent results for clients, often in the wake of a serious financial accounting misstatements or disclosure failures.Craig also serves as personal counsel to executives and directors in government and internal investigations. Attuned to the scrutiny that corporate executives can face in the wake of a business setback, Craig has helped CEOs, CFOs, and general counsel successfully navigate parallel SEC, DOJ, and internal investigations.Clients have consistently praised Craig for his sound judgment, investigative experience, pragmatism, and credibility. Craig is regularly recognized by leading industry publications such as Legal 500 US in its Corporate Investigations and White Collar Defense category and Chambers USA’s (California) Litigation: White Collar Crime & Government Investigations category, where a client described Craig as “experienced, poised and patient.” He has also been named to Securities Docket’s “Enforcement Elite,” which recognizes the best securities enforcement defense lawyers in the business. In addition to representing clients, Craig served for a decade as a Firmwide Managing Partner at Morrison Foerster (2012-2022).Craig was an enforcement attorney in the SEC’s San Francisco office from 1999 to 2002. During his tenure at the SEC, he worked closely with attorneys and investigators from DOJ on both financial accounting fraud and insider trading matters. Of particular note, Craig led one of the largest insider trading cases in SEC history, in which 15 individuals were charged with illegal trading.Craig is a leading commentator on internal investigation procedures, securities litigation and enforcement, corporate governance, and compliance, and has been quoted in publications such as the Daily Journal, The Recorder, and GC Magazine. He has also been invited to speak on those topics by prominent industry organizations including the Securities Enforcement Forum, the Practising Law Institute, the Institute for Corporate Counsel, the Institute of Internal Auditors, the National Society of Compliance Professionals, and the Association of Corporate Counsel, among others.Craig earned his B.A. from the University of California, Berkeley. He received his J.D. from Stanford Law School, where he was an associate editor of The Stanford Law Review.<h4>Representative Experience</h4><ul><li>Engaged by corporate boards and management of major clients to lead investigations concerning allegations of accounting, disclosure, and commercial misconduct, including:</li><ul><li>Software company, investigating allegations of non-GAAP financial reporting misstatements.</li><li>Infrastructure construction company, investigating allegations of accounting fraud.</li><li>Software company, investigating alleged violations of the Federal Trade Commission Act.</li><li>Pharmaceutical company, investigating allegations of scientific misconduct.</li><li>Data infrastructure company, investigating allegations of financial accounting fraud.</li><li>Medical device company, investigating allegations of improper disclosures concerning defective products.</li><li>Electronics manufacturer, investigating allegations that it misled customers and violated the financial terms of contracts.</li><li>Transport network company, investigating allegations of financial accounting misconduct and whistleblower retaliation.</li><li>Cloud-based communications company, investigating allegations of financial accounting fraud.</li><li>Venture capital firm, investigating allegations that the performance of portfolio companies had been misrepresented.</li><li>Healthcare technology company, investigating allegations of financial accounting fraud, false disclosures, and commercial bribery.</li><li>Retailer, concerning allegations that finance executives had engaged in accounting misconduct.</li><li>Software company, investigating allegations of financial accounting improprieties and misstated results.</li><li>Network infrastructure company, investigating allegations of accounting fraud.</li><li>Automobile parts manufacturer, investigating allegations of accounting fraud and diversion of company assets.</li><li>Physical security company, investigating allegations of executive misuse of company funds.</li><li>Medical device company, investigating allegations of improper sales practices.</li><li>Computer networking company, investigating allegations of financial accounting fraud.</li><li>Computer hardware, networking, semiconductor, and financial companies, investigating stock option granting practices.</li></ul><li>Represented issuers in SEC and DOJ investigations, including:</li><ul><li>Semiconductor company in SEC and DOJ investigations regarding allegations of financial accounting and disclosure misconduct. The DOJ closed its investigation without taking action against our client, and the SEC resolved the matter on favorable terms.</li><li>Alternative energy company in an SEC investigation regarding the company’s accounting and reporting practices. The SEC took no action against our client.</li><li>Enterprise software company in an SEC investigation regarding alleged revenue accounting improprieties and violations of the company’s code of ethics. The SEC took no action against our client.</li><li>Enterprise software company in an SEC investigation following a multi-year restatement. The SEC resolved the case on favorable terms.</li><li>Real estate company in an SEC investigation concerning allegations of misuse of company funds and workplace misconduct. The SEC took no action against our client.</li><li>Alternative energy company in an SEC investigation following an accounting restatement. The SEC took no action against our client.</li><li>Web services provider in SEC and DOJ investigations concerning disclosures following a cybersecurity incident. The DOJ closed its investigation without taking action against our client, and the SEC resolved the matter on favorable terms.</li><li>Technology services provider in connection with an SEC investigation concerning a cybersecurity disclosure. The SEC took no action against our client.</li><li>Retailer in an SEC investigation following an accounting restatement. The SEC took no action against our client.</li><li>Cloud computing company in an SEC investigation concerning disclosures following a cybersecurity incident. The SEC took no action against our client.</li><li>Biopesticide company in an SEC investigation concerning financial accounting improprieties and a restatement. The SEC resolved the case on favorable terms.</li><li>Carrier in an investigation regarding alleged violations of the Foreign Corrupt Practices Act and other anti-bribery statutes in China, elsewhere in Asia, and Latin America. The SEC and DOJ took no action against our client.</li><li>Cybersecurity firm in an SEC investigation concerning disclosures regarding a cybersecurity incident. The SEC took no action against our client.</li><li>Network infrastructure company in an SEC investigation regarding alleged accounting improprieties following a significant restatement. The SEC resolved the matter on favorable terms.</li><li>Retailer in an SEC investigation into alleged accounting irregularities following the company’s restatement. The SEC resolved the case on favorable terms.</li><li>Pharmaceutical distributor and its executives in connection with an SEC accounting investigation. The SEC took no action against our client.</li></ul><li>Represented executives in SEC, DOJ, and Financial Industry Regulatory Authority (FINRA) investigations, including:</li><ul><li>Chief Financial Officer in connection with SEC investigation concerning IPO projections. The SEC did not charge our client.</li><li>Chief Financial Officer in connection with an SEC investigation following a technology company’s financial accounting restatement. The SEC did not charge our client.</li><li>Chief Accounting Officer in connection with an SEC investigation after a technology manufacturing company’s restatement. The SEC did not charge our client.</li><li>General Counsel and Acting CFO in connection with an SEC investigation following a software company’s restatement. The SEC did not charge our client.</li><li>General Counsel in connection with a SEC and DOJ investigations following employee benefit administration company’s restatement, disclosures, and representations to auditors. Neither the DOJ nor the SEC charged our client.</li><li>General Counsel in connection with an audit committee investigation concerning cybersecurity company’s accounting and disclosure practices. The SEC took no action against our client.</li><li>Chief Executive Officer in connection with an SEC investigation into alleged misuse of company funds. The SEC resolved the matter on favorable terms.</li><li>Multiple CEOs, CFOs, COOs, general counsel, and other executives in connection with various stock option investigations conducted by the SEC, DOJ, and boards of directors. No action was taken against our clients.</li><li>Executives in numerous insider trading investigations conducted by the SEC, DOJ, and/or FINRA.</li></ul><li>Represented bank, investment advisor, and broker-dealer clients in SEC, Federal Deposit Insurance Corporation, FINRA, Office of the Special Inspector General for the Troubled Asset Relief Program, DOJ, and private litigation matters relating to the credit crisis and mortgage‑backed securities.</li></ul>

Craig Martin

Alistair Maughan co-leads Morrison Foerster's European Technology and Commercial Practice. He delivers commercial contracts and technology-based projects for major companies and public sector organizations. He advises on:<ul dir="ltr"><li>Commercial licensing and sales contracts</li><li>Service-based outsourcing transactions</li><li>Technology delivery models, such as cloud and as-a-service platforms</li><li>Contracts for the supply and acquisition of technology equipment</li><li>Key regulatory issues</li><li>Services and software</li><li>Agency and distribution contracts</li><li>Issues and contracts related to e-commerce</li><li dir="ltr">Drafting, negotiating, and advising on technology contracts and issues</li></ul>He advises on the deployment of new technology platforms involving, for example, the internet of things, AI and machine-learning, and blockchain and distributed ledger technology.He also has many years of experience of working alongside our corporate lawyers on the IP, technology and ongoing transitional services aspects of some of the largest technology sector M&A transactions in recent years.In recognition of his deep knowledge in this area, Alistair is recommended in leading independent guides to the legal profession, including Legal 500, Chambers UK, and Best Lawyers in the United Kingdom. Clients comment that he “is incredibly pragmatic, helpful, collaborative and smart” and “brings common sense to the negotiating table”. He “enjoys an excellent reputation as an outsourcing expert and for his deep experience in a wide range of technology issues” and “has a great ability to take a broad view and is proactive in finding legally correct solutions around the discussion points”.Alistair is a member of the Technology Transactions Group and the Global Sourcing Group.

Alistair Maughan

Senior Counsel

Joerg is a partner at Morrison Foerster’s German office in Berlin. His practice focuses on M&A, private equity transactions, and general corporate and finance matters.Joerg represents strategic and financial investors in a broad range of corporate matters with a focus on domestic and cross-border M&A transactions, complex joint ventures and corporate restructurings. He has also handled a significant number of distressed company acquisitions and regularly represents clients in financial transactions and debt restructurings.Joerg is recognized by leading publications, including Legal 500 EMEA and Chambers Global, with sources describing him as a “solution oriented expert”.Joerg has extensive experience counseling clients in a variety of industries, including technology (e. g. software, internet), media, automotive, transportation and real estate.<h4>Representative Experience</h4><ul><li>Fujitsu Semiconductor on the spin off with European semiconductor business unit (SoC) and the set-up of a joint venture with Panasonic. </li><li>TeleColumbus AG, a German cable operator,  on the acquisition of Primacom and Pepcom. </li><li>Planet Labs on the acquisition of the German satellite system Rapid Eye from Blackbridge Group.</li><li>Kieger AG and BWK Unternehmensbeteiligungs GmbH on the acquisition of the technical optics business from Eschenbach AG.</li><li>Majority shareholder of Schmolz + Bickenbach AG on the financial restructuring of the company, including a €435 million capital increase.</li><li>H2 Equity Partners on the acquisition of all assets of the insolvent Haarmann Group, a specialist in metal pressing and metal hardening.</li><li>Midlabs Inc. on the acquisition of Fritz Ruck Ophthalmologische Systeme GmbH.</li><li>DAM Capital Management S.à.r.l. (a company of the Anschutz Group) in the financial restructuring and subsequent sale of RAIL.ONE GmbH, a leading railway-tie manufacturer.</li><li>BWK GmbH Unternehmensbeteiligungsgesellschaft on the sale of a majority stake in WIELAND Dental+Technik GmbH & Co KG, a producer of, inter alia, laboratory implants, alloys and solders, and veneering ceramics.</li><li>News Corporation on the acquisition of a majority stake in and the refinancing of Sky Deutschland AG.</li><li>PubliGroupe S.A. on the acquisition of ZANOX.de AG in a joint venture with Axel Springer AG and with regard to the add-on acquisitions of Digital Windows Ltd. and Buy.at Ltd.</li><li>Hi-Media S.A. on the acquisition of the German AdLink Media Group.</li><li>News Corporation on the reorganization and subsequent sale of the German Fox Mobile Group (JAMBA!).</li><li>Kéolis S.A. on the bidding process for Arriva Deutschland GmbH, a passenger railway carrier.</li><li>GASAG Berliner Gaswerke Aktiengesellschaft on a large number of debt financings, including several Schuldschein-loan agreements and the financing of the re-purchase of its gas storage facilities.</li><li>Berliner Verkehrsbetriebe AöR on the sale of GHG Wohnen GmbH, a residential housing company.</li><li>US-REIT on numerous sale and lease back transactions, inter alia on the sale and lease back of 36 do-it-yourself stores in Germany.</li></ul>

Jörg Meißner ist Partner des deutschen Büros von Morrison Foerster in Berlin. Sein Tätigkeitsschwerpunkt liegt auf den Bereichen M&A, Transaktionen im Bereich Private Equity sowie auf allgemeinen gesellschaftsrechtlichen und Finanzfragen.Jörg Meißner vertritt strategische Investoren sowie Finanzinvestoren zu einem breiten Spektrum gesellschaftsrechtlicher Fragen mit einem Schwerpunkt auf nationalen und grenzüberschreitenden M&A-Transaktionen, komplexen Joint Venture-Strukturen und gesellschaftsrechtlichen Restrukturierungen. Darüber hinaus hat er eine beträchtliche Zahl von Unternehmenskäufen im Vorfeld der Insolvenz begleitet und vertritt Mandanten ferner regelmäßig bei Finanztransaktionen und Umschuldungen.Jörg Meißner wird von führenden Publikationen wie Legal 500 EMEA und Chambers Global empfohlen und gilt als „lösungsorientierter Experte“.Er verfügt über umfangreiche Erfahrung bei der Beratung von Mandanten in verschiedenen Branchen, wie z. B. Technologie (z. B. Software und Internet), Medien, Automobil, Transport und Immobilien.Referenzen<ul><li>Beratung von Fujitsu Semiconductor bei der Überführung des europäischen Halbleiterentwicklungsgeschäfts (SoC) in ein Joint Venture mit Panasonic (Socionext)</li><li>Beratung des Kabelnetzbetreibers TeleColumbus AG beim Erwerb von Primacom und pepcom</li><li>Beratung von Planet Labs Inc. beim Erwerb des deutschen Satellitensystems Rapid Eye von der BlackBridge‑Gruppe</li><li>Beratung der Kieger AG und der BWK Unternehmensbeteiligungs GmbH beim Erwerb des Geschäftsbereichs Technische Optik von der Eschenbach AG</li><li>Beratung des Mehrheitsaktionärs der Schmolz + Bickenbach AG bei der finanziellen Restrukturierung des Unternehmens einschließlich einer Kapitalerhöhung von EUR 435 Millionen</li><li>Beratung von H2 Equity Partners bei der Übernahme aller Vermögenswerte der insolventen Haarmann-Gruppe, einem Spezialisten für Metallpressung und Metallhärtung</li><li>Beratung der Midlabs Inc. beim Erwerb der Fritz Ruck Ophthalmologische Systeme GmbH</li><li>Beratung der DAM Capital Management S.à.r.l. (einem Unternehmen der Anschutz-Gruppe) bei der finanziellen Restrukturierung und dem anschließenden Verkauf der RAIL.ONE GmbH, einem führenden Hersteller von Bahnschwellen</li><li>Beratung der BWK GmbH Unternehmensbeteiligungsgesellschaft bei der Veräußerung der Mehrheitsbeteiligung an WIELAND Dental+Technik GmbH & Co. KG, einem Hersteller von Laborimplantaten, Legierungen und Loten sowie von Verblendkeramik u. a.</li><li>Beratung der News Corporation beim Erwerb einer Mehrheitsbeteiligung an der Sky Deutschland AG sowie deren Refinanzierung</li><li>Beratung der PubliGroupe S.A. beim Erwerb der ZANOX.de AG in einem Joint Venture mit der Axel Springer AG sowie rechtliche Begleitung in Bezug auf die Add-On-Akquisition von Digital Windows Ltd. und Buy.at Ltd.</li><li>Beratung der Hi-Media S.A. beim Erwerb der deutschen AdLink Media Group</li><li>Beratung der News Corporation bei der Umstrukturierung und dem anschließenden Verkauf der deutschen Fox Mobile Group (JAMBA!)</li><li>Beratung der Kéolis S.A. beim Bieterverfahren für die Arriva Deutschland GmbH, einem Anbieter für Schienenpersonenverkehr </li><li>Beratung der GASAG Berliner Gaswerke Aktiengesellschaft bei zahlreichen Fremdkapitalfinanzierungen, einschließlich diverser Schuldscheindarlehensverträge und der Finanzierung des Rückkaufs ihrer Gasspeicheranlagen</li><li>Beratung der Berliner Verkehrsbetriebe AöR bei der Veräußerung der Wohnungsbaugesellschaft GHG Wohnen GmbH </li><li>Beratung eines US REIT bei verschiedenen Sale-and-lease-back Transaktionen, unter anderem dem Sale-and-lease-back von 36 Baumärkten in Deutschland</li></ul>

Jörg Meißner

Gordon is a partner at Morrison & Foerster (International) LLP. Gordon focuses his practice on advising clients about intellectual property, licensing, outsourcing, and technology transactions.He has advised clients in the IT, telecommunications, financial services, manufacturing, and energy and life sciences industries on a wide spectrum of technology-related matters. His practice ranges from major projects, such as the establishment of the entire technology infrastructure for a new national PRC bank, to the creation of a new Singapore-based outsourced design, manufacturing, and logistics system for a global footwear company.Gordon has particular experience in cross-border commercial technology transactions in Asia and has worked with clients on a variety of projects, from traditional technology transfer arrangements to complex collaborative development relationships. He also has substantial experience in providing intellectual property, regulatory, and operational technology law advice to clients in mainland China, Hong Kong, and the Asia-Pacific region.He is a frequent writer and speaker on technology transfer rights, encryption, intellectual property rights, and data privacy, and has delivered lectures to regional governments and industry bodies in Asia. Gordon also has extensive experience with open source software and is an active participant in public debates involving government and major players in the tech industry.Gordon served as vice chair of the Technology Law Committee of the Inter-Pacific Bar Association. He has lived in Hong Kong since 2001 and previously practiced in London. He is registered as a Senior Consultant with the Law Society of Hong Kong.

Gordon Milner律师专注于为客户提供知识产权、许可、外包和技术交易领域的法律咨询服务。Milner律师曾为信息技术、电信、金融、制造、能源和生命科学行业的客户提供过广泛的技术相关事宜的法律服务。他的业务范围包含为中国一家新成立的全国性银行建立全套技术基础设施等重大项目，到为一家全球鞋业公司在新加坡建立一个新的外包设计、制造和物流系统。Milner律师在处理亚洲地区的跨境商业技术交易方面尤为经验丰富，他曾为客户提供从传统的技术转让安排到复杂合作开发关系等一系列项目的咨询服务。他在为中国大陆、香港和其他亚太地区的客户提供关于知识产权、监管和运营技术的法律咨询方面，也拥有丰富的经验。Milner律师经常就技术转让限制、加密、知识产权和数据隐私撰文和发表演讲，并曾为亚洲地区的政府部门和行业团体举办讲座。他在处理开放源代码软件事宜方面同样经验丰富，同时也积极参与涉及政府部门和技术行业主要参与者的公开辩论。Milner律师曾担任泛太平洋律师协会（Inter-Pacific Bar Association）技术法律委员会的副主席。他自2001年迁居香港，此前在伦敦执业。他是香港律师会注册高级顾问。

Gordon Milner

James Newton is a partner in the Business Restructuring + Insolvency Group, based in the New York office. He focuses on advising individual and ad hoc groups of financial creditors in connection with distressed debt investments, distressed M&A transactions, and other special situations and restructuring matters.James routinely advises financial institutions, alternative investment advisors, and other clients in connection with in- and out-of-court workouts and restructuring matters involving existing stressed and distressed investments. He is also regularly called upon by clients seeking to develop and implement creatively structured and bespoke financing or asset purchase transactions, including in connection with stressed and distressed refinancings and capital raising transactions, exchange offers, swap and hedging transactions, structured finance transactions, and receivables financing transactions undertaken in the bankruptcy and restructuring contexts.While James’ practice focuses on advising bondholders and lenders, he also has significant experience representing debtors, creditors’ committees, individual creditors, and purchasers of assets in bankruptcy cases. James received his J.D. and M.B.A. from Temple University, his LL.M. in bankruptcy law from St. John’s University, and a B.S.B.A. in finance from the University of Florida.

James Newton

Nozomi Oda is a partner of Morrison Foerster Law Offices. Her work focuses on cross-border public and private M&A, joint ventures, strategic investments, capital markets, and life sciences. Nozomi serves as co-head of Morrison Foerster’s Asia Private Equity practice.She regularly advises clients on a wide range of Japanese regulations including securities, financial and fund, merger review, and healthcare and life sciences. In addition to her work in private practice, Nozomi spent two years with Japan’s Financial Services Agency (FSA) as a deputy director of the corporate disclosure department, where she participated in the drafting of the FSA’s disclosure regulations regarding private placement offerings and director compensation.Nozomi is recommended in the 2023 edition of The Legal 500 Asia Pacific for Japan: Corporate and M&A and has also been recognized in The Best Lawyers in Japan for Capital Markets, Corporate and M&A, Private Equity, Private Funds and Venture Capital Law.Nozomi is a bengoshi admitted to practice in Japan and New York and a member of the Dai-Ichi Tokyo Bar Association.Nozomi’s experience includes representing:<ul><li>Daiichi Sankyo in its $6.9 billion global drug development and commercialization agreement with AstraZeneca.</li><li>C.R. Bard in its acquisition of Medicon, a Japan-based distributor of medical equipment.</li><li>Nissan Motor in its $2.3 billion acquisition of a 34% stake in Mitsubishi Motors.</li><li>Starbucks Coffee in its buyout of the remaining 60.5% share of Starbucks Coffee Japan.</li></ul>

Nozomi Oda

Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing, Mitchell’s unique insights are shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

<h4>“A rising star advising on complex transactions.”</h4>Recognized as a star on the horizon, Omar is a consummate dealmaker and a trusted advisor, driving successful outcomes on his clients’ most important and challenging transactions.Omar has extensive experience advising on the full range of complex domestic and cross-border mergers and acquisitions for and across from financial sponsors, corporates and family-owned businesses. He couples a creative, solution-oriented approach with deep sector expertise.In addition to his knowledge of the private equity industry, Omar has extensive experience in the consumer goods, technology and life sciences sectors, and acting for and across from the businesses that are driving and disrupting those verticals.Commended by Legal 500 US 2022 as a Next Generation Partner for Corporate / M&A and Commercial: Private Equity Buyouts, he has played a critical role in the growth of the firm’s private equity offering in New York.Omar is an adjunct professor at Columbia Law School, where he teaches a course on cross-border mergers and acquisitions. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.﻿He speaks fluent French and Spanish and is conversant in Arabic.

Omar E. Pringle

Rachel Davidson Raycraft is an associate in the Litigation Department of Morrison Foerster’s Washington, D.C., office.Rachel has particular experience in corruption prevention and compliance. Prior to joining the firm, Rachel worked as an anti-corruption consultant at the United Nations Office on Drugs and Crime, Corruption and Economic Crime Branch, where she supported the implementation and management of global anti-corruption initiatives and assisted state parties in meeting their obligations under the United Nations Convention against Corruption. Rachel also served as a Fellow with the World Economic Forum Global Future Council on Transparency and Anti‑Corruption. After graduating from law school, Rachel clerked for the Honorable Judge Bernard A. Friedman of the U.S. District Court for the Eastern District of Michigan.During law school, Rachel was a legal intern with the U.S. Department of Justice’s Criminal Division, Fraud Section, and worked as a summer associate at Morrison Foerster.Rachel received her J.D. from the University of Virginia School of Law, where she was an editor for the Virginia Journal of International Law, president of the Public Interest Law Association, and a Human Rights Program coordinator.Rachel received her M.P.P. from the University of Virginia Batten School of Leadership and Public Policy, where she was a member of the Public Policy Global Honor Society. Rachel graduated summa cum laude and Phi Beta Kappa from Lafayette College with her B.A. in government & law and international affairs.

Rachel Davidson Raycraft

Greg Salathé is a partner in the firm’s Corporate Group. Greg has over 30 years of international experience in private equity and cross border M&A, having practiced in Tokyo, Hong Kong, Singapore, and New York.Greg has represented private funds in downstream investments, regulatory compliance and fund raising across Asia. His funds practice includes private equity acquisitions and buy-outs, real estate and infrastructure, and credit lending. In addition, Greg has been a trusted adviser to corporate clients on complex and high-value international transactions across numerous sectors, including financial services, hospitality and life sciences experience in Japan includes multibillion dollar M&A transactions in both public and private transactions.Before joining Morrison Foerster, Greg served as a Partner and the Group General Counsel of PAG, one of the largest independent alternative fund managers in Asia. PAG manages more than US$55 billion in capital across its private equity, real assets and credit & markets businesses.Greg has has been recognized as a leading lawyer by The Legal 500 Asia Pacific.Greg received his J.D. from the University of Virginia, and his B.A. with honors from Haverford College. He is admitted to practice law in New York and is qualified as a gaikokuho-jimu-bengoshi in Japan.

Gregory Salathé

Tabitha Saw is a partner at Morrison Foerster and co-Managing Partner of the Singapore office. She represents investment managers, institutional investors, development companies, funds, and owner operators in complex high-value private equity real estate (PERE) and data center transactions. She has significant experience in the establishment of capital raising platforms for real estate investments across APAC, including logistics and data center developments, contractual co‑investment platforms, joint ventures, funds, and downstream portfolio acquisitions and disposals. Her areas of expertise include advising on hyperscale leasing and co-location arrangements, greenfield and brownfield acquisitions, and asset management and operational arrangements.Tabitha is highly regarded by clients for her excellent commercial understanding, strong technical skills, and quality of advice. She is described by clients as “exceptionally sharp”, “clear and concise,” and is commended for her “ability to dissect complex issues” and “superior negotiation skills”.<h4>Representative Experience</h4><ul><li>FLOW Digital Infrastructure on the establishment of its joint venture platform with AyalaLand Logistics Holdings Corp, to develop carrier-neutral data centers across the Philippines and the platform’s acquisition of land for the Laguna data center facility.</li><li>ESR on the development of a US$2.15 billion multi-phase data centre campus in Osaka City, within 10km of the Osaka CBD.</li><li>Yondr on its 200MW hyperscale campus development across 72.8 acres of land acquired from TPM Technopark Sdn Bhd, in Johor, Malaysia.</li><li>GDS on its site acquisition for development of the hyperscale data center located at the Nongsa Digital Park in Batam, Indonesia with targeted capacity of 28MW.</li><li>ESR on the formation of a perpetual core fund and joint venture among ESR, AXA Investment Managers - Real Assets (AXA IM), and a major sovereign wealth fund in connection with the acquisition of six logistics properties in Japan for over US$1 billion.</li><li>GDS on its land acquisition for the data center campus development at the Nusajaya Tech Park in Iskandar Puteri, Johor which is intended for a 54MW hyperscale development.</li><li>ESR on the establishment of a US$300 million programmatic co-investment platform with Ping An Real Estate, and related shareholder arrangements, for investments in logistics and distribution assets.</li><li>One of the largest global private equity funds on its development and lease of four hyperscale data centers in Osaka and Tokyo, Japan.</li><li>An Asia-focused private real estate fund on its development and lease of two build-to-suit data centers in Greater Tokyo.</li></ul>

Tabitha Saw

Managing Partner, Singapore

Wolfgang advises clients on contentious and non-contentious matters involving their most valuable intellectual property assets in life sciences, digital, and high-tech industries.His subjects of focus include research and development collaborations, complex licensing agreements, and other technology transactions, as well as know-how protection strategies, and employee invention law. He also has substantial experience in litigating patents, trademarks, and other intellectual property assets, often in a multijurisdictional context. In addition, Wolfgang and his team frequently clear trademarks and ad campaigns and prosecute trademark applications.Wolfgang is co-editor of our <a href="https://lifesciences.mofo.com/" dir="ltr" target="_blank">MoFo Life Sciences Blog</a>.Wolfgang is a partner of Morrison Foerster based in our German office in Berlin.<h4 dir="ltr">Representative Transactional Matters</h4><ul dir="ltr"><li>U.S.-based BioTech fund on various research collaborations and other transactions with German start-ups or research institutions.</li><li>Negotiate multimillion-euro strategic partnership between two AgTech leaders concerning the development and commercialization of pest-resistant transgenic traits.</li><li>Craft global multi-million collaboration regarding AI-powered robotic MaaS.</li><li>UK-based digital health company on product roll-out of RPM applications in Germany; coordinate international expansion.</li><li>Advise numerous German start-ups on their U.S. expansion.</li><li>Draft diverse global patent and know-how license agreements in the areas of AgTech and life sciences—including gene licensing and licensing of genome editing technologies (e.g., CRISPR)—and medical devices; draft correlating supply and distribution agreements.</li><li>Structure IP rights in connection with joint ventures and other M&A transactions, including the carve-out of a patent-heavy semiconductor business comprising nine jurisdictions into a German–U.S. joint venture.</li><li dir="ltr">Advise on government-funded, multi-partner R&D projects and/or R&D projects with academic institutions, as well as on employee invention law.</li></ul><h4 dir="ltr">Representative Contentious IP Matters</h4><ul dir="ltr"><li>Lead counsel in an international dispute between software companies on rights and obligations following termination of a multi-million licensing and distribution arrangement; coordinate local counsel.</li><li>Defend Japanese chip manufacturer in high-profile SEP-litigation; advise on global settlement arrangement.</li><li>Represent leading internet retailer in patent infringement and concurrent invalidity proceedings in the context of a multijurisdictional dispute concerning touch-screen technology.</li><li>Represent diverse pharmaceutical and life sciences companies in national and cross-border patent infringement proceedings and other technology-related disputes, including preliminary injunctions as well as pre‑trial discovery and inspection proceedings, concerning, inter alia, drug-coating technologies, toner cartridges, medicinal gases, transgenic plants, and vaccines.</li><li dir="ltr">Conduct trademark, copyright, and false advertising litigation, including, most notably, a high-profile trademark litigation for a German bank, and a nine-country cross-border trademark litigation involving a famous pharmaceutical brand.</li></ul>

Dr. Wolfgang Schönig berät Mandanten zum Schutz des geistigen Eigentums sowohl in streitigen als auch nichtstreitigen Angelegenheiten, mit einem besonderen Fokus auf die IP-rechtliche Beratung von Unternehmen aus den Bereichen Life Sciences, Digitalwirtschaft und High-Tech.Zu seinen Beratungsschwerpunkten gehören Forschungs- und Entwicklungskooperationen, komplexe Lizenzvertragsgestaltungen und andereTechnologie-Transaktionen, sowie Know-how-Schutz-Strategien und das Arbeitnehmererfinderrecht. Er verfügt zudem über umfangreiche Prozesserfahrung zur Durchsetzung von Patenten, Marken- und anderen IP-Rechten, häufig auch in einem grenzüberschreitenden Kontext. Darüber hinaus bewertet Dr. Wolfgang Schönig zusammen mit seinem Team regelmäßig die Rechtskonformität von Werbekampagnen, prüft die Verfügbarkeit von Marken und entwickelt entsprechende Anmeldestrategien.Dr. Wolfgang Schönig ist Co-Editor des Life Sciences Blogs von Morrison Foerster.Er hat seinen Doktortitel an der Heinrich-Heine-Universität Düsseldorf und seinen LL.M. an der Fordham School of Law in New York erworben, jeweils mit Schwerpunkt im gewerblichen Rechtsschutz. Seinen MBA-Abschluss erhielt er von der European University in Barcelona.Dr. Wolfgang Schönig ist Partner des deutschen Büros von Morrison Foerster in Berlin.<h4 dir="ltr">Repräsentative Transaktionen</h4><ul><li dir="ltr">BioTech-Fonds mit Sitz in den USA bei verschiedenen Forschungskooperationen und anderen Transaktionen mit deutschen Start-ups oder Forschungseinrichtungen</li><li dir="ltr">Verhandlung einer hochvolumigen strategischen Partnerschaft zwischen zwei Technologieführern im Bereich Crop Science betreffend der Entwicklung und Kommerzialisierung von bestimmten Resistenzen</li><li dir="ltr">Gestaltung einer globalen Multi-Millionen-Zusammenarbeit für KI-gestützte Roboter</li><li dir="ltr">Ein in Großbritannien ansässiges Unternehmen für digitale Gesundheit bei der Markteinführung von RPM-Anwendungen in Deutschland; Koordination der internationalen Expansion</li><li dir="ltr">Beratung zahlreicher deutscher Start-ups bei deren US-Expansion</li><li dir="ltr">Strukturierung und Verhandlung diverser Patent- und Know-How-Lizenzen in den Bereichen Ag Tech und Life Sciences – einschließlich Fragen zu genome editing wie CRISPR-Medizingeräte, sowie Gestaltung von Softwarelizenzverträgen und Erstellung korrespondierender Liefer- und Vertriebsvereinbarungen</li><li dir="ltr">Strukturierung von IP-Rechten im Zusammenhang mit Joint Ventures und anderen M&A-Transaktionen, darunter die Koordination eines neun Länder umfassenden IP Carve-Outs im Rahmen eines Halbleiter-JVs</li><li dir="ltr">Beratung zu staatlich geförderten Multi-Partner F&E-Projekten und/oder F&E-Projekten mit akademischen Einrichtungen sowie zum Arbeitnehmererfindungsrecht</li></ul><h4 dir="ltr">Repräsentative IP-Streitigkeiten</h4><ul><li dir="ltr">Lead Counsel in einem internationalen Rechtsstreit zwischen Softwareunternehmen über Rechte und Pflichten nach Beendigung einer millionenschweren Lizenz- und Vertriebsvereinbarung; Koordinierung der lokalen Anwälte</li><li dir="ltr">Verteidigung eines japanischen Chipherstellers in einem prominenten Streitfall bezüglich Standardessentieller Patente (SEP); Beratung zu einer globalen Vergleichsregelung</li><li dir="ltr">Verteidigung einer führenden Internetplattform gegen Ansprüche eines Patenttrolls wegen vermeintlicher Verletzung von Patent bezüglich Touchscreen-Technologie sowie korrespondierende US-Streitigkeiten</li><li dir="ltr">Vertretung von Pharma- und Life Science-Unternehmen in nationalen und grenzüberschreitenden Patentverletzungsverfahren und anderen technologiebezogenen Streitigkeiten, einschließlich einstweiliger Verfügungsverfahren und vorprozessualer Beweissicherungs- und Besichtigungsverfahren, unter anderem in Bezug auf Arzneimittelbeschichtungstechnologien, Tonerkartuschen, medizinische Gase, transgene Pflanzen und Impfstoffe</li></ul>

Wolfgang Schönig

Tessa Schwartz has an active practice counseling companies on intellectual property issues, and negotiating complex intellectual property and commercial agreements. She advises on a range of strategic transactions, including key patent licenses and acquisitions, technology procurement agreements, and complex development, collaboration, joint-venture and distribution deals. Tessa also regularly advises companies on the IP aspects of their M&A transactions.In addition to maintaining an active practice and working with clients on a daily basis, Tessa is founder and co-chair of the firm’s Artificial Intelligence Group and previously served as co-chair of the global Transactions Department. Tessa advises clients primarily in technology and data intensive sectors, representing artificial intelligence (AI), robotics, machine learning, software, SaaS, cloud computing, hardware, consumer electronics and products, social media, Internet, mobility and wireless, e-commerce, advertising, healthcare, fintech, transportation, semiconductor, and other companies. Tessa’s M&A experience includes advising Autodesk, BlackBerry, Fortive, Honeywell, Salesforce, Uber, Unilever, Unity, Walmart, and others on the IP aspects of strategic transactions. Tessa provides clients with prelitigation and litigation advice. She frequently advises executives and senior management on strategic business, legal and commercial issues, including the structuring of transactions, risk management and contract compliance. She also counsels clients with respect to a wide variety of IP issues, including patent exhaustion and implied licenses, standing and standards, the protection of data and other trade secrets and the development and distribution of open-source software.In addition to her transactional expertise, Tessa’s litigation background includes representing clients in arbitration, as well as in state and federal courts in such areas as antitrust, false advertising, unfair competition, breach of contract, securities, trademark, copyright and trade secret law. Her litigation experience includes complex, multidistrict and class action litigation, as well as appellate advocacy.Tessa has been ranked in Chambers and Legal 500, with clients describing her as, “one of the best attorneys I've ever worked with.” Tessa has been recognized by Chambers USA 2022 as being highly experienced in the field of technology and intellectual property transactions. Clients have commented on Tessa as having "...the ability to translate complex topics into what's necessary to get a deal done. She does a good job of making our technology accessible”. Further, Tessa "ticks all of the essential boxes, timely, efficient, knowledgeable and helpful, but she really stands out by taking time to learn our business and our products so she can give practical and actionable advice. Tessa helps us focus on key issues and balance risks to make choices."Tessa’s pro bono efforts have included work for The Biomimicry Institute, Goodwill, Common Sense Media, Business for Social Responsibility, The World Wildlife Fund, Build Change and the Sustainability Accounting Standards Board (SASB). She also provides IP advice to a variety of cultural, media and arts organizations; and other assistance for nonprofits. She recently received the Wiley W. Manuel Award for Pro Bono Legal Services from the State Bar of California.Tessa received her B.A. magna cum laude from Harvard College in 1991. In 1996, she earned her J.D. from the University of California at Los Angeles, where she was elected to the Order of the Coif.Tessa served as global managing partner of Morrison Foerster from 2016 to 2022 and previously served as co-chair of the firm’s Technology Transactions Group.

Tessa Schwartz

Jennifer Seipelt advises national and international clients on a wide range of financing structures. She specializes in domestic and cross‑border financing transactions, with a particular focus on representing private equity funds, borrowers, financial institutions, and debt funds on acquisition finance, leveraged buyouts, direct lending, corporate finance, and syndicated loans. Other areas of expertise include real estate financing, infrastructure financing, and financial restructuring.Prior to joining Morrison Foerster, Jennifer worked, inter alia, for major U.S. and UK law firms in the areas of banking and leveraged finance.Jennifer is a partner in Morrison Foerster's German office in Berlin.

Jennifer Seipelt berät nationale und internationale Mandanten zu einer Vielzahl an Finanzierungsstrukturen. Sie ist auf inländische und grenzüberschreitende Finanzierungstransaktionen spezialisiert und berät insbesondere Private-Equity-Fonds, Kreditnehmer, Finanzinstitute und Debt Fonds zu Akquisitionsfinanzierungen, Leveraged Buy-Outs, Direct Lending, Unternehmensfinanzierungen und Konsortialkrediten.Zudem hat Jennifer Seipelt umfassendes Know-how bei der Begleitung von Immobilienfinanzierungen, Infrastrukturfinanzierungen und finanziellen Restrukturierungen.Vor ihrem Eintritt bei Morrison Foerster war Jennifer Seipelt unter anderem bei großen US-amerikanischen und britischen Anwaltskanzleien in den Bereichen Banking und Leveraged Finance tätig.Jennifer Seipelt ist Partnerin des deutschen Büros von Morrison Foerster in Berlin.

Jennifer Seipelt

Theo Seltzer is a partner in the firm’s Real Estate Group. Theo’s practice focuses on the representation of U.S., Japanese, and other global institutional investors in the acquisition, financing and disposition of real estate, including cross-border equity and debt financing, fund formations, development projects, data centers, hotels, and distressed loan portfolio acquisitions.Theo has been consistently ranked as one of the leading U.S. Real Estate lawyers in Japan, including by Chambers Asia-Pacific, The Legal 500 Asia Pacific, and The Best Lawyers in Japan. Most recently, he has been named Lawyer of the Year for Real Estate Law in the 2025 edition of The Best Lawyers in Japan. Theo is ranked Band 1 for Real Estate in Japan in Chamber Asia-Pacific's 2024 edition.Chambers Asia Pacific's 2011-2020 editions named Theo a "Star Individual" for Real Estate in Japan. He is also listed in the elite Hall of Fame category for Real Estate in Japan in The Legal 500 Asia Pacific's 2024 edition.Theo’s projects include:<ul><li>Representing Blackstone in its acquisition of certain Daiwa House’s logistics centers in Japan. The transaction was awarded Real Estate Deal of the Year by Asian Legal Business (ALB) Japan Law Awards 2021. </li><li>Representing Asia Pacific Land, who led an international consortium of investors, in the acquisition of the Tokyo Shiba Park Building. As of the closing, this was considered the largest single asset transaction in Japan since the Global Financial Crisis. The transaction was awarded Asia Deal of the Year by the Global PERE (Private Equity Real Estate) Awards 2013. </li><li>Representing global funds in connection with their acquisitions of performing, sub-performing and non-performing loan pools and bonds, including acquisitions from the Lehman bankruptcy estate. </li><li>Representing a global real estate/private equity fund in their investment in connection with the ¥150 billion sale and leaseback of 184 Japan dealership outlets of Mitsubishi Fuso Truck and Bus Corporation, one of the largest sale-leaseback transactions in Japan to date. </li><li>Representing a global financial institution in the workout of their debt position in the ANA Hotel portfolio. </li></ul>

Theodore Seltzer

Gary has 30 years of experience advising clients on cross-border M&A and financing transactions. He has particular experience in the life sciences, tech, and media industries, where he has led on numerous inbound and outbound buyouts, joint ventures, and minority investments. Gary has advised on acquisitions in India, China, Brazil, Indonesia, Malaysia, Vietnam, and other parts of Southeast Asia, as well as in Europe and the United States. He counsels a variety of clients, including Daiwa Securities Group, FUJIFILM, the Hitachi Group, Mizuho Securities, SMBC Nikko Securities, and Taisho Pharmaceutical.Gary was born in Japan and is fluent in Japanese. During his law studies at Columbia University, he was a Harlan Fiske Stone scholar and a recipient of the Recognition of Achievement in International Law, with Honors. Gary also attended the University of Tokyo Graduate School as a Japan Ministry of Education Scholar. He received his B.A. and B.B.A. summa cum laude from University of Washington, where he was elected to Phi Beta Kappa.Gary is ranked as a Band 1 leading lawyer by Chambers Global and Chambers Asia-Pacific for his M&A and corporate law expertise. Gary has also been selected as a Stand-out Lawyer by Thomson Reuters 2023, selected every year for the A-List Japan’s Top 100 Lawyers by Asia Business Law Journal since 2021, and consistently selected as a leading lawyer in M&A and corporate law in Japan by The Legal 500 Asia Pacific (Hall of Fame), IFLR1000, and Best Lawyers. In Lexology Index (formerly Who’s Who Legal) 2023 and 2024, he was selected as Thought Leaders for M&A in Japan.

Gary Mitchel Smith

Chris Spalding is a partner in the firm’s Real Estate Group.Chris’ practice focuses on the financing, acquisition, disposition and development of real estate assets with particular experience in acting on non-recourse financings for international institutional investors and lenders in relation to commercial and residential real estate projects.Chris is recommended by The Legal 500 Asia Pacific for Japan: Real Estate and Construction. He has also been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Construction Law. Chris received his B.A. and LL.B. degrees from the University of Queensland and is admitted to practice law in Queensland, Australia and New York. Chris is a registered foreign lawyer in Japan (Gaikokuho-Jimu-Bengoshi) and a member of the Daichi Tokyo Bar Association.

Chris Spalding

Chuan focuses his practice on cross-border M&A transactions; sophisticated technology, media, and telecom (TMT) transactions; and complex IP/commercial matters across Greater China.With 20 years of experience in both Asia and the U.S., Chuan regularly advises multinational corporations, state-owned enterprises, private companies, and PE/VC firms in complex cross-border M&A transactions, joint ventures, strategic alliances, and business separation transactions.Chuan also has significant experience in strategic corporate-commercial and technology transactions, including outsourcing, manufacturing, distribution, supply and franchising arrangements, and IP licensing arrangements across multiple industries. His TMT and IP regulatory experience includes telecommunications, e-commerce, internet, cyber security, data privacy, cloud computing, as well as telematics.Prior to joining MoFo, he worked in the Hong Kong office of a Magic Circle firm and the Chicago office of another leading international firm.Chuan co-authored the Hong Kong & mainland China chapters of Getting the Deal Through – Telecoms and Media, 2014, 2015 & 2016; the Hong Kong & mainland China chapters of Getting the Deal Through: Market Intelligence – Telecoms and Media, 2015; and the Hong Kong chapter of Sourcing World 2nd Edition 2015.Chuan is fluent in Mandarin and English.“Chuan Sun has a wealth of knowledge on his clients’ existing products and services offerings and a good understanding of what terms they are or are not willing to accept. This helps tremendously with contract negotiations.”“Chuan Sun has extensive experience in the technology space. Many other competitor firms in the technology space are not really pure IT lawyers, as they are more focus on privacy and trade marks or other related fields, as opposed to technology contracts such as SAP or Microsoft software license agreements. A normal general commercial lawyer would not be able to identify the same issues or raise the right questions, as they are not equipped with the technology know-how of the products and services, their benefits, and general industry standard terms and trending patterns in the market.” Legal 500 Asia Pacific 2020

孙川律师的执业领域集中在大中华区的跨境并购交易，复杂的技术、媒体和电信(TMT)交易以及复杂的知识产权/商务事宜。孙律师在亚洲和美国有19年工作经验，他经常代理跨国公司、国有企业、私人企业和私募股权/风险投资机构处理复杂的跨境并购交易、合资、战略联盟和业务拆分等交易。孙律师在战略性的公司商务和技术交易方面也拥有极为丰富的经验，包括外包、制造、分销、供应与特许经营安排，以及跨行业知识产权许可安排等。他在TMT和知识产权监管方面的经验包括电信、电子商务、互联网、网络安全、数据隐私、云计算以及车联网。在加入美富前，孙律师在一家 “魔法圈”律所(Magic Circle)的香港办事处和另一家领先的国际律所的芝加哥办事处工作。孙律师与他人合著了2014，2015和2016版《让交易推进下去––电信与媒体》(Getting the Deal Through – Telecoms and Media)中的香港和中国大陆章节，2015年版《让交易推进下去：市场情报––电信与媒体》(Getting the Deal Through: Market Intelligence – Telecoms and Media)中的香港和中国大陆章节，以及2015年《采购世界》第二版(Sourcing World 2nd Edition)的香港章节。2018年《亚太法律500强》指出“孙川律师十分高效、负责和实际。他非常擅长处理IT协议，包括软件许可和IT采购合同的相关事宜。他也十分善于处理跨境TMT交易。”孙律师精通普通话和英语。

Chuan Sun

Managing Partner, Shanghai

Yemi Tépé is Global Co-Chair of the Finance Group of Morrison Foerster. With more than 24 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, real estate finance, debt structuring and restructuring, margin loans, syndicated lending and subscription line financing.Her clients include leading international banks and financial institutions, private equity sponsors, multinational corporations, alternative financiers such as credit funds, hedge funds and asset managers and emerging growth, mid-cap, and large public and privately held companies.Yemi also sits on MoFo’s Board of Directors, Global Diversity Strategy Committee, ESG Steering Committee and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Jeremy is the Global Co-Chair of our M&A practice. As a corporate partner of our Tokyo office, Jeremy focuses his practice on cross-border mergers, acquisitions, disposals, spin-outs, and joint ventures. His practice covers alliances between multinationals to greenfield corporate and venture investments.Jeremy is rated as one of “Asia’s Top 15 M&A Lawyers” (by Asia Legal Business 2023).Jeremy is recommended as a leading lawyer in Japan by independent guides to the legal profession, including Chambers & Partners, The Legal 500, and IFLR1000. Clients comment that he is “quite simply the best M&A lawyer I have worked with. His knowledge, dedication to client and project, experience and constructive problem-solving approach is unmatched in the market” (The Legal 500 2023), “exceptional for cross-border transactions…and an absolute pleasure to work with” (Chambers 2020), “the single best lawyer I have worked with in 30 years of M&A experience…courteous, ruthless on behalf of the client in negotiations, very smart, a creative solution finder, and has pragmatic common sense” (Chambers 2019), and “The best cross border transaction lawyer in Tokyo and all of my clients I introduced love him…” (IFLR1000 2018).

Jeremy White

Global Co-Chair of M&A Practice

Rongjing has extensive experience advising private equity firms, institutional investors and major corporations on complex cross-border transactions, including control deals and leveraged buyouts, mergers and acquisitions, growth capital investments, spin-offs, and distressed M&A transactions. She primarily represents private equity funds on investments and acquisitions in China and the rest of Asia. She also advises clients on take privates of U.S.-listed companies and other U.S. public and private company M&A transactions. Rongjing works across a range of sectors, with a particular interest and focus in the technology sector. Prior to joining MoFo, Rongjing was a partner in a leading international law firm’s Hong Kong and Shanghai offices for several years. She is a native Mandarin speaker and fluent in English. <h4>Representative Matters</h4><h5>Private Equity Investments and Controlling/Buyout Transactions </h5><ul><li>The Carlyle Group <ul><li>in its leveraged buyout of HCP Packaging, a global designer and manufacturer of packaging containers for the beauty industry, from Baring Private Equity Asia. This transaction was included in “Deals of the Year 2022” by China Business Law Journal;</li><li>in its US$1.05 billion leveraged buyout of VXI Global Solutions, a U.S.-based multinational service provider with major operations in the United States, Southeast Asia, Europe, and China; </li><li>and Anchor Equity Partners in their respective investments in Airoha Technology Corp., a global leading communications solutions fabless integrated circuit design house based in Taiwan, majority-owned and controlled by MediaTek Inc. (TWSE: 2454);  </li><li>with CITIC Limited and CITIC Capital Holdings in the US$2.08 billion acquisition of the McDonald’s operations in China and Hong Kong and negotiation of a 20-year master franchise agreement―the largest McDonald’s franchise in the world; </li><li>in its US$150 million investment in OneSmart Education Group (NASDAQ: ONE); </li><li>in its pre-IPO investment in Neiwai Inc., a Shanghai-based lingerie retail group; and</li><li>in its RMB530 million investment in Beijing Ubox Technology & Trade Co., Ltd, a leading vending machine operator in China. </li></ul></li><li>Centurium Capital in its US$150 million pre-IPO investment in NTX Group, a global textile technology company.</li><li>China International Capital Corporation in its pre-IPO convertible bond investment of an auto finance company and the subsequent restructuring and litigation. </li><li>Clearlake Capital Group and its portfolio company Alkegen, one of the largest specialty materials platforms in the world, on its US$470 million partial tender offer in Luyang Energy-Saving Materials Co. Ltd., a Shenzhen Stock Exchange-listed company (SZSE: 002088). </li><li>Coatue Management in its investment in Niutron Technologies, AI Rudder Technologies, Rox (Cay) Holdings Ltd; and the US$700 million pre-IPO investment in Dingdong Maicai (NYSE: DDL).  </li><li>KKR in its US$645 million sale of MMI Holdings to a Chinese consortium and the subsequent restructuring to regain control. </li></ul><h5>Cross-Border/Public M&A Transactions  </h5><ul><li>Ocumension Therapeutics (HKSE: 1477) in its PIPE investment in Alimera Sciences, Inc., a U.S. pharmaceutical company (NASDAQ: ALIM). </li><li>Sea Limited (NYSE: SE) in its acquisition of Phoenix Labs, an acclaimed independent games development company based in Vancouver.</li><li>Vimicro International Corp (NASDAQ: VIMC) in its going-private transaction.</li><li>Webull Corporation in three rounds of equity financings and pre-IPO financing, which raised over US$460 million in total. </li></ul>

赵蓉婧律师为私募股权基金、机构投资者和大型企业提供建议，对处理复杂的跨境交易（包括控股交易和杠杆收购、并购、成长型资本投资、分拆和困境企业并购交易）拥有丰富经验。赵律师主要代表私募股权基金处理其在中国和亚洲其他地区的投资和收购交易，她还就美国上市公司的私有化和其他美国上市及私有公司涉及的交易为客户提供建议。赵律师的业务涵盖各类行业领域，其中尤其侧重于科技领域。在加入美富之前，赵律师曾在一家领先的国际律师事务所的香港和上海办事处担任合伙人数年。赵律师的母语为普通话，精通英语。<h4>具有代表性的交易</h4><h5>私募股权投资和控股/收购交易 </h5><ul><li>代表凯雷投资集团 <ul><li>处理其向霸菱亚洲投资基金对HCP Packaging公司进行的杠杆收购。HCP Packaging是一家美容行业包装容器的全球设计与制造商，该交易被《商法》杂志评为“2022年度交易”；</li><li>处理其以10.5亿美元对VXI Global Solutions进行的杠杆收购，该公司是一家美国跨国服务提供商，在美国、东南亚、欧洲和中国有大量业务；</li><li>处理其和Anchor Equity Partners分别投资达发科技股份有限公司的事宜。达发科技是一家全球领先的通信解决方案无晶圆厂集成电路设计公司，其总部位于台湾，由联发科技股份有限公司（台交所代码：2454）持有多数股权并控制；</li><li>处理其与中信股份有限公司和中信资本控股组成的联合投资团以20.8亿美元收购麦当劳中国内地和香港业务的事宜，以及关于有效期20年的特许经营主协议的谈判（是麦当劳在全球规模最大的特许经营权）；</li><li>处理其针对精锐教育集团（纳斯达克代码：ONE）的1.5亿美元投资；</li><li>处理其对中国内衣零售集团内外集团的上市前投资；以及</li><li>处理其针对中国领先的售货机经营商北京友宝科斯科贸有限公司的人民币5.3亿元投资。</li></ul></li><li>代表大钲资本处理其针对全球纺织技术公司NTX Group的1.5亿美元上市前投资。</li><li>代表中国国际金融股份有限公司处理其对一家汽车金融公司的上市前可转换债券投资以及此后的重组和诉讼事宜。</li><li>代表清湖资本集团及其投资组合公司奇耐亚太处理其以4.7亿美元对深圳证券交易所上市公司山东鲁阳节能材料股份有限公司（深交所代码：002088）的部分要约收购。奇耐亚太是全球最大的特种材料平台之一。</li><li>代表Coatue Management处理其对Niutron Technologies、AI Rudder Technologies、Rox (Cay) Holdings Ltd的投资，及其对叮咚买菜（纽交所代码：DDL）的7亿美元上市前投资。</li><li>代表KKR公司处理其以6.45亿美元将MMI Holdings公司出售给一个中国财团，以及其后为重获控股权进行的重组事宜。</li></ul><h5>跨国并购/上市公司并购交易 </h5><ul><li>代表欧康维视生物（港交所代码：1477）处理其对美国制药公司Alimera Sciences, Inc.（纳斯达克: ALIM）进行PIPE投资的事宜。</li><li>代表冬海集团（纽交所代码：SE）处理其收购总部位于温哥华的知名独立游戏开发公司Phoenix Labs。</li><li>代表中星微电子有限公司（纳斯达克代码：VIMC）处理其私有化交易。</li><li>代表微步集团 (Webull Corporation)处理其三轮股权融资和上市前融资事宜，共筹集超过4.6亿美元。</li></ul>