Tuesday, October 25, 2016
11:00 a.m. – 12:30 p.m. EDT

The cross-border private placement market has continued to grow, providing non-US issuers with an opportunity to raise capital from US and European financial institutions. This market, which has seen incredibly robust activity this past year, has continued to attract issuers across a myriad of industries and from multiple worldwide jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt or finance certain single-asset projects. In this webinar, speakers will discuss:

  • The global private placement market and recent trends;
  • Market participants;
  • Documentation requirements for traditional and structured transactions;
  • Financial covenants, “MFLs” and model form provisions;
  • New Issuers using the market (social housing trusts, universities, investment trusts, etc);
  • Marketing process with Agented and “direct” Private Placements; and
  • Ratings and the NAIC.


  • Scott Ashton
    Partner, Morrison & Foerster LLP
  • Brian Bates
    Partner, Morrison & Foerster LLP
  • Tarun Sakhrani
    Vice President, Barclays

For more information, or to register, please click here.

Tuesday, November 1, 2016
10:30 a.m. – 1:30 p.m.

The Fairmont Royal York
100 Front Street West
Toronto, ON M5J 1E3

Please join us for one (or both) of our sessions.

During the first session, we will provide an overview of debt capital market trends in 2016 and what to expect in the months ahead. We will discuss some of the regulatory developments that are, and will continue to, impact issuances by financial institutions, including the Canadian banks. In particular, we will discuss the proposed US Federal Reserve long term debt, TLAC and clean holding company requirement, bank regulatory developments in Europe and the proposed bail-in and high loss absorbency requirement in Canada. We also will discuss recent NVCC issuances in the United States by Canadian banks.

During the second session, we will focus on regulatory developments affecting SEC and Canadian reporting issuers, including the increased focus on non-GAAP financial measures, the SEC’s disclosure effectiveness initiative, the mining disclosure update and modernization release, board diversity, and related matters.

Session 1: The Debt Capital Markets, Regulatory Developments, and Recent Issuances
10:30 a.m. – 12:30 p.m.

  • Overview of the debt capital markets;
  • Issuance levels and trends;
  • What to expect in the months ahead;
  • The US LTD, TLAC and clean holding company requirement and other regulatory developments;
  • Canadian regulatory developments;
  • NVCC issuances; and
  • Planning ahead to modify issuance programs for bail in regime.

Lunch: 12:30 p.m. – 1:00 p.m.

Session 2: Update on US and Canadian Corporate and Securities Law Developments
1:00 p.m. – 1:30 p.m.

  • The Use of Non-GAAP Measures;
  • The SEC’s Disclosure Effectiveness Initiative;
  • The SEC’s Mining Disclosure Update Release; and
  • Disclosures Relating to Board Diversity in the United States and Canada.


  • Bryan Farris
    Associate Director, UBS Securities LLC
  • Wendi Locke
    Partner, McCarthy Tétrault LLP
  • Anna Pinedo
    Partner, Morrison & Foerster LLP

To register for this program, or for more information, please click here.

Morrison & Foerster and Raymond James invite you to join us for a discussion on Financing Opportunities for Technology and Life Sciences-Based Companies in Munich and Berlin.

The U.S. capital markets remain an attractive source of capital for emerging companies in the technology and biotech sectors. Late stage (or mezzanine) private placements made principally to U.S. institutional investors have raised in excess of $44.9 billion for privately held companies in 2015. Although the U.S. IPO market has become more selective, there has been continued investor interest in offerings by non-U.S. domiciled issuers. In 2015, 27% of the IPO issuers on a U.S exchange were non-U.S. issuers.

A U.S. securities exchange listing provides a currency for issuers to use in connection with future acquisitions and stock-based compensation awards, and provides enhanced liquidity for existing holders. Finally, as a U.S.-listed issuer, a company will have many more financing choices available to it in the future.

We will discuss:

  • European view of the markets for High Tech companies;
  • U.S. markets for capital raising;
  • Current market conditions;
  • Financing alternatives for pre-IPO companies;
  • The late-stage (or “cross-over”) private placement market;
  • The ReIPO™ for companies listed on a European securities exchange that may not provide the desired liquidity;
  • American Depositary Receipts, or ADRs; and
  • Planning a U.S. IPO or a dual listing.

We look forward to an interesting event and inspiring discussions.

Thursday, November 17, 2016
8:30 a.m. – 12:30 p.m.

Raymond James Corporate Finance GmbH
Theresienstrasse 1
80333 Munich

To register for the Munich seminar on November 17, simply email tstarer@mofo.com.

Friday, November 18, 2016
8:30 a.m. – 12:30 p.m.

Morrison & Foerster LLP
Potsdamer Platz 1
13th Floor
10785 Berlin

To register for the Berlin seminar on November 18, simply email tstarer@mofo.com.

Wednesday, October 19, 2016
12:00 p.m. – 1:00 p.m. EDT

Morrison & Foerster Partners Marty Dunn and David Lynn will host a teleconference entitled “Sending Your Message: Communications Rules for Offerings.” During this session, we will focus on the SEC’s communications rules applicable to public and private companies when they are engaged in securities offerings. We will discuss:

  • Materiality;
  • Press releases;
  • Research reports;
  • Non-deal roadshows;
  • Free Writing Prospectuses;
  • Regulation FD; and
  • General solicitation and general advertising, revisited.

CLE credit is pending for California and New York.

To register for this session, or for more information, please click here.

Thursday, September 29, 2016
5:00 p.m. – 5:45 p.m. EDT

Join us for one of our upcoming monthly telephone briefings led by members of our Fintech team.

Topic: Madden and True Lender/CashCall

This call will be an operator-assisted call of approximately 45 minutes in duration, and will be followed by a brief Q&A opportunity. We also invite you to submit questions before the start of the call. A replay will be available upon request.

In order to RSVP for the September call, and to submit questions, please click here.

Wednesday, September 21, 2016
12:00 p.m. – 1:00 p.m. EDT

Morrison & Foerster Partners Anna Pinedo and James Tanenbaum will be joined by David A. Donohoe, Jr. (President, Donohoe Advisory Associates LLC) in hosting a teleconference entitled “Securities Exchanges, Shareholder Vote Requirements and the 20% Rule.” Whether you are contemplating a financing to fund an acquisition, engaged in an opportunistic financing, contemplating a “private” placement or PIPE, your transaction will be affected by the requirements of the securities exchanges to seek shareholder approval in certain circumstances. Speakers will address:

  • Change of control issues;
  • Stock sales to related parties;
  • Private placements and PIPEs;
  • Warrants;
  • Acquisitions; and
  • Related issues.

CLE credit is pending for California and New York.

To register for this session, or for more information, please click here.

Monday, September 12, 2016
3:00 p.m. – 7:00 p.m. EDT

Thomson Reuters Building
3 Times Square, 30th Floor
New York, NY 10036

On Monday, September 12, 2016, Partner Anna Pinedo will speak on a panel of senior ECM professionals at the 2016 IFR US ECM Roundtable. The Roundtable will focus on the challenges and opportunities facing the market and will provide an outlook for the year ahead and beyond.

Topics of discussion will include:

  • The overall state of the market;
  • Private equity;
  • Venture capital/Tech IPOs;
  • Energy;
  • Risk/block trades and accelerated book builds; and
  • The JOBS Act.

For more information, or to register, please click here.

Wednesday, September 21, 2016
8:00 a.m. – 5:30 p.m. PDT

Plug and Play Tech Center
440 N. Wolfe Road
Sunnyvale, CA 94085

Morrison & Foerster invites you to attend The George Washington University Law School’s Center for Law, Economics & Finance’s FinTech Forum Silicon Valley at Plug and Play Tech Center in Sunnyvale, California. Morrison & Foerster is co-sponsoring this event to bring together industry leaders, academic experts, government regulators, and legal scholars in the heartland of innovation.

Financial Technology, or FinTech, refers to a spectrum of technology innovations and startups that demonstrate disruptive potential in applications, processes, products, or business models in the financial industry. Morrison & Foerster’s tech acumen and entrepreneurial spirit, together with our financial services regulatory expertise and capital-raising experience, put us at the center of developments in the FinTech sector. Our financial services regulatory group provides innovative advice to companies focused on payments, remittances, marketplace lending, and digital currencies. Few firms bring together capabilities in each of these areas to guide FinTech companies on their path to success.

To register for this session, or for more information, please click here.

Please contact cbaker@mofo.com for a promotional code for free admission.

2015 saw the transformation of marketplace lending from a FinTech fad to a bona fide change in the way consumers and small businesses access credit. As the industry continues to mature and evolve, more changes are on the horizon, including new business practices and regulatory challenges. Crowdfinance has also developed and diversified.

At this year’s PLI Marketplace Lending and Crowdfunding seminar on September 9, 2016, Partner James R. Tanenbaum will speak on a panel entitled “Legal Issues for Equity Crowdfunding Platforms.” Topics will include:

  • Crowdfunding under Title II – Solicitation vs. Non-Solicitation;
  • “Reasonable Steps to Verify”;
  • The preexisting relationship and CitizenVC: Myth vs. Facts;
  • Working with broker-dealers and other intermediaries; and
  • Liquidity and secondary markets including the new FAST Act and Section 4(a)(7).

To register for this conference, or for more information, please click here.

PLI’s Private Placements and Hybrid Securities Offerings 2016 conference on August 1-2, 2016, presents an expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. The faculty will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms, “accredited investor” crowdfunding, offerings using general solicitation, Rule 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. In addition, they will address the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. The panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Panelists will address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital raising alternatives.

Morrison & Foerster Partner Anna Pinedo will serve as chairperson for this event and will speak on the “Welcome and Introduction to Private Placements and Hybrid Financings” panel on Day One of the conference and on the “Welcome and Introduction to Conducting Hybrid Offerings” panel on Day Two. Morrison & Foerster Partner James Tanenbaum will speak on a panel entitled “Regulation A+” on Day One. The conference will be held at the PLI New York Center in New York, NY and is scheduled to begin at 9:00 a.m. EDT.

To register for this conference, or for more information, please click here.