International Finance

Our emerging markets finance lawyers assist in many types of finance transactions in the emerging markets worldwide. Our global team is strategically positioned geographically in financial centers important to each emerging market. This includes international finance lawyers in London, Moscow, Dubai, and Almaty who focus on transactions in Europe, the Middle East, and Africa; lawyers in New York, Houston, and Los Angeles who focus on transactions in Latin America; and lawyers in Beijing, London, Tokyo, and New York who focus on emerging markets in Asia.

Our trade finance team operates across many industry sectors, including mining, commodities, and oil and gas. We advise lenders and borrowers on all types of trade finance from documentary letter of credit facilities to complex cross-border pre-export financings and ECA financings. We have experience in many jurisdictions, particularly within Russia/CIS and Africa.

Morgan Lewis Islamic finance and investment lawyers provide innovative advice to financial institutions, corporations, investment banks, private equity firms, government entities, and credit agencies on a full range of Shari’a-compliant investment and financial products.

Our lawyers have worked with clients across more than 30 jurisdictions including those in the Middle East and North Africa (MENA) region, Europe, the United States, and China, and maintain excellent working relationships with prominent Shari’a advisers worldwide.

We have exceptionally strong experience in advising on integrating Shari’a into transactions backed by assets in non-Islamic jurisdictions (such as the United States, Germany, and Luxembourg) or Islamic jurisdictions that have not directly adopted Islamic finance principles into their commercial laws (including Oman, Jordan, and Egypt).

We regularly represent all types of project participants, including project developers, equity investors, sponsors, major and independent oil and gas companies, public utilities (investor owned and government run), independent power producers and generators, financial institutions, and financial and strategic investors. Our team has developed and structured virtually every type of project in the energy and infrastructure industry and has drafted, negotiated, and advised on all forms of agreements necessary to properly structure a project finance transaction.

We have advised on oil and gas production facilities, including liquefied natural gas facilities, pipelines, petrochemical plants, airports, roads, ports, rail, hospitals, police stations, leisure centers, prisons, and sewerage facilities; and thermal, nuclear, and renewable power in virtually every area of the world, including Europe, North America, Latin America, Africa, Middle East, and Russia/CIS.

We represent all types of market participants in debt and equity securities offerings that are designed to conform to international market standards, while also accommodating local law and regulatory requirements. Our capital markets clients include issuers, underwriters, investors, selling shareholders, depositaries, and trustees.

We advise clients on the full range of equity and debt securities transactions, including eurobond offerings by corporations and sovereigns, medium-term note (MTN) programs, high-yield debt offerings, convertible and exchangeable bond offerings, initial public offerings (IPOs), global depositary receipts (GDRs) and American depositary receipts (ADRs) programs, and offerings of Sukuk (Islamic bonds). Our transactions include Rule 144A and Regulation S offerings, US Securities and Exchange Commission (SEC)–registered offerings, debt and equity private placements, secondary and follow-on offerings, and liability management exercises.

We have experience with transactions on the London Stock Exchange, the New York Stock Exchange, NASDAQ, the Moscow Exchange, NYSE Euronext, NASDAQ Dubai, the Frankfurt Stock Exchange, the Warsaw Stock Exchange, the Irish Stock Exchange, the Tokyo Stock Exchange, the Luxembourg Stock Exchange, and the SIX Swiss Exchange, among others.

We have a market-leading practice representing institutional investors in private placement financing transactions, including institutional private placement debt issuance, structured finance and securitization transactions, mezzanine finance, and project finance. Our transatlantic team located in our Hartford, London, and New York offices is ideally placed to provide real-time advice on transactions in the United States, Europe, Asia, and beyond. We have represented investors in private placements involving issuers in Australia, Canada, Chile, China, India, Japan, Kazakhstan, Mexico, Russia, Singapore, Thailand, and Turkey, as well as many jurisdictions within the European Union. In the last three years, we have done more than 20 deals in Australia and New Zealand and more than 50 deals with European issuers.

Our lawyers have represented all of the major investors in private placement transactions in the United States and around the globe for more than 30 years. Our lawyers hold and have held leadership roles in the American College of Investment Counsel (the association of lawyers who participate in private placements) and remain involved in the committee that created (and has since modified) the model forms of note purchase agreements.

Our finance team in London and Dubai assists clients in many types of banking, finance, and capital markets transactions in Africa. We have experience in almost every African country.

Our finance team in London and Moscow assists clients in many types of banking, finance, and capital markets transactions in Russia, for Russian companies and banks worldwide, and in respect of Russian assets.

Our finance team in London, Almaty, and Nur-Sultan assists clients in many types of banking, finance, and capital markets transactions in Kazakhstan, for Kazakh companies and banks worldwide, and in respect of Kazakh assets.

Our finance team in the United States assists clients in many types of banking, finance, and capital markets transactions in Latin America.

We are one of the top finance firms in Brazil, as ranked by Chambers Latin America in 2014–2015.

Lawyers in our Beijing office, collaborating with other offices throughout Asia and the rest of the world, have worked with some of the world’s leading banks, insurance companies, and private equity and alternative investment funds in their investments, strategic transactions, and trading activities. This includes work both in and with Chinese markets and companies, as well as work for Chinese financial intermediaries transacting outside China.

Distinct among practices in China, the partners heading the international finance practice in Beijing have played leading roles in the regional banking and finance industry (general counsel and senior leadership positions for a major bank and derivatives industry association) as well as in historic transactions involving the development of the Chinese financial sector (establishment, listings, and strategic transactions).

These lawyers have handled, for Chinese and other financial intermediaries, the spectrum of financial transactions seen in many parts of the world (leveraged buyouts, project finance, IPOs and other public offerings, securitizations, private placements, and venture capital, and pre-IPO, and PIPE financings), as well as more esoteric transactions that adapt to the currency control, foreign ownership, and other restrictions that mark Chinese regulation of the capital account. The Beijing office has strong relationships with various administrative, self-regulatory organizations, and industry bodies involved in the Chinese financial markets.

The Tokyo office team includes lawyers who handle cross-border finance transactions as well as regulatory and compliance issues for financial institutions and intermediaries.

Secured Financing

The team provides assistance to clients in all aspects of secured financing, including structuring, term sheet negotiation and facility documentation, syndication, collateral security arrangements, and assignments and participations.

Infrastructure & Project Financing

In the project finance and infrastructure areas our lawyers have broad experience in representing Japanese and international sponsors and lenders in cross-border natural resource, power, pipeline, and oil and gas/petrochemical projects and project financings as well as representing Japanese investors in international project finance and infrastructure funds.

Financial Institution Regulatory & Compliance

For financial intermediaries, the Tokyo team provides assistance to clients in all facets of licensing/registering as financial service intermediaries in Japan as well as providing advice with respect to regulatory compliance under these licenses and registrations. Our experience includes licensing/registering in Japan foreign bank Japan branches, trust banks, and insurance companies, securities companies (Type 1 financial instruments business firms), Type 2 financial instruments business firms, investment advisers and agents, discretionary investment managers, and financial instruments sales intermediary service providers.

Our international finance lawyers have advised lenders and borrowers on some of the largest leveraged finance deals in Europe and the United States.

Our international finance lawyers regularly provide advice to private equity funds and their portfolio companies.

Our finance team in the United States regularly advises lenders on asset-backed lending (ABL) deals with an international component.

Our London finance team regularly advises lenders on ABL deals in Europe.

Our international finance lawyers regularly advise debtors and creditors on restructurings and workouts, including

• Amendments, waivers, and standstills
• Consent solicitations
• Creditors’ committees
• Administrations, schemes of arrangement, and COMI shifts
• US Chapters 11 and 15, and DIP finance
• Distressed investing
• Litigation

Our international finance lawyers regularly provide advice on a full range of derivative products, including over-the-counter (OTC) derivatives, repos, structured finance, financial regulation, etc.

Our international finance lawyers regularly provide advice on the financing of energy projects worldwide, including power projects and oil and gas projects.

Our international finance team provides financial regulatory advice to banks, funds, insurance companies, and other financial institutions worldwide. Our teams in Washington, DC, New York, London, and Brussels have experience in all areas of financial regulation.

Our international finance lawyers regularly provide advice to lenders on the financing of films and other media.