概览
本行致力于利用金融、私募投资基金、监管和公司法方面的独特优势,结合全球资源,协助金融机构、基金与其他投资者、政府与捐助团体以及其他小额信贷组织处理复杂交易,推动其作为贷款方、资助者、雇主或产品/服务供应商为经济弱势群体创造机会。
本行社会金融团队拥有约90位律师,分布在北美洲、欧洲、拉丁美洲和亚洲各办事处,致力于利用本行在金融、并购、私募投资基金、监管及公司法方面的优势,结合全球资源,就社会金融相关的复杂交易提供法律服务。
我们的客户包括银行、基金、政府、捐助团体、结果导向型组织,所参与的事宜包括小额信贷与小额保险、供水与卫生、教育、医疗保健、能源及其他基础产品及服务。
2010年,《金融时报》(The Financial Times)将本行3个公益法律服务项目评为年度最具创新性的项目,其中包括我们代表孟加拉国农村发展委员会(BRAC)所做的工作。
此外,我们拥有深厚的新兴市场经验,服务范围遍及全球,本行律师精通广东话、法语、古吉拉特语、犹太语、印度语、韩语、普通话、波兰语、葡萄牙语、旁遮普语、西班牙语、泰语和越南语。
核心业务领域
我们重点关注的社会金融业务领域包括:
合并及收购:本行并购业务是全球规模最大、最成熟的并购业务之一,我们广泛地就各类复杂的跨境、高知名度战略交易向客户提供法律意见,经验极为丰富。我们拥有一体化的全球团队,随时为客户的国际需求提供支持。我们在美洲、亚洲及欧洲共有300余位公司/并购律师。
本行许多并购律师经常就区域性或全球性交易提供跨境法律意见,他们既擅长跨境交易也擅长单辖区交易。我们具备广泛的地理覆盖面,全球各办事处的律师能够有效地管理众多并购工作(包括当地尽职调查)。
投资基金:我们拥有广泛的全球私募投资基金业务,涉及全球各业务领域的100余位律师。我们的律师拥有广泛的市场经验,能够协助基金发起人、顾问及投资客户构建创新且高效的基金及投资结构,最大程度发挥资金募集的灵活性和机遇。我们还就公开及私募投资基金的构建、营销、监管及运营向基金发起人提供法律意见,服务范围覆盖中国、印度、中亚和非洲新兴市场。
私募股权与风险投资:在坚守“多重底线”的同时,社会金融资金正逐渐转移至商业风险投资和私募股权资源。我们与扶贫协商小组(CGAP)合作开发了用于小额信贷组织私募股权投资构建及文件编制的领先形式。我们曾就小额信贷史上多项最成功的私募股权投资提供法律意见,是深受私募股权基金、基金管理团队和资产组合公司信赖的法律顾问。我们的不同之处在于,我们从多个业务领域汲取资源,投入到复杂的私募股权交易的构建、谈判及交割,在美洲、亚洲和欧洲私募股权交易界积累了深厚的经验。
结构性融资:我们了解,证券化及结构性工具融资为社会金融行业提供了颇具潜力的市场资金来源。我们的证券化及结构性融资团队由100余位律师组成,被公认为世界上最优秀且最大的证券化及和结构性融资团队之一。自证券化诞生初期,我们一直处于市场前沿,参与了几乎所有类别的资产证券化。我们的经验覆盖各个资产类别、工具和市场,为客户提供创新、务实且商业导向的解决方案。我们是新兴市场证券化及其他结构性融资交易的市场领袖,专注于向银行、借款人就构建及实施复杂的衍生品及结构性融资交易提供法律意见,包括协助客户构建当地发行。
杠杆融资和债务资本市场:对于小额信贷和其他处于金字塔底部的金融机构而言,债务资本市场是寻求融资的另一个途径。我们曾为众多行业参与者构建多辖区联合及结构性商业银行或债务资本市场解决方案。我们活跃于杠杆融资市场,就资本结构的各方面事宜向贷款人、发起人和借款人提供法律服务,为其债务解决方案提供支持。我们充分利用世界各地的办事处和全球网络,在成熟市场和新兴市场处理了众多复杂的跨境交易。
金融服务监管:随着行业规模和复杂程度的增加,小额信贷和其他为贫困借款方提供融资的机构面临日益复杂的监管环境,因而要求更为成熟和完善的金融监管意见。我们的全球金融服务监管及执行团队就受管辖实体成立、并购、股票/资产收购及出售、资本或公司结构、跨境监管合规所涉及的复杂问题提供深思熟虑的解决方案。
保险:社会经济金字塔底部的顾客对人寿、健康、财产及其他权益小额保险产品的需求日益增加。我们的保险团队协助客户开发小额保险产品、构建再保险及其他风险分担机制、寻找创新性融资解决方案、确保符合监管规定以及管理行政外包。我们的经验包括小额保险交易的谈判及构建。此外,本行团队经常就旨在转移、分担风险的巨灾债券、天气衍生品及其他类似创新产品提供法律服务。
公司:随着社会金融组织发展为更商业化、更复杂的企业,亟需经验丰富同时理解并尊重组织宗旨的公司法律顾问就公司管治及组织事宜提供指引。我们向社会金融行业的客户提供全方位的法律顾问及咨询服务,其中包括公司结构调整、税务、雇佣、知识产权、监管合规、环境及其他。
执业经验
Representative Matters
The Impact Security. NPX Advisors and Mayer Brown lawyers developed the innovative Impact Security. The Impact Security is a novel financial instrument that offers donors and investors a new way to fund a cause with measurable impact. The Financial Times awarded this work the “Innovation in Social Responsibility Award” at its Innovative Lawyers Awards. Read The New York Times’ coverage of the Impact Security.
Mayer Brown acts as pro bono counsel to NPX, assisting in facilitating offerings that use the Impact Security, including:
- Advising on seven by nonprofits in the San Francisco Bay Area and Colorado. Read more.
- Advising NPX in its partnership with Global Citizen and launch of the mobilizing a minimum of $25 million and up to $1 billion in results-based donations to each impact area. Read more.
Calvert Impact Capital. We represented InspereX (formerly Incapital), as lead dealer, and the dealers, in connection with the Calvert Impact Capital Community Investment Notes® program. Community Investment Notes are debt securities issued by Calvert Impact Capital that channel capital to high-impact community development initiatives in the U.S. and around the world. When it was commenced, Calvert was the first continuously offered notes program by a non-profit issuer.
CDFI Bond Issuances. We have been at the forefront of impact investing, advising on the first-of-its-kind bond issuances by Community Development Financial Institutions (“CDFIs”), including advising:
- InspereX (formerly Incapital), as lead dealer, and other dealers, in connection with Century Housing’s $100 million muni bond. Century Housing, a California-based CDFI, delivers innovative financial products quickly and reliably to support the development of critical housing projects in underserved communities. In June 2020, through the California Municipal Finance Authority, a conduit municipal agency, Century Housing issued $100 million of an ESG municipal CUSIP bond (“muni bond”). The issuance marked the first time a CDFI came to market with a muni bond CUSIP and the first time a CDFI was rated by two ratings agencies, Fitch and S&P. The muni bond will be used to construct or preserve more than 2,000 affordable housing units. Environmental Finance awarded Century Housing the “Sustainable bond of the year – US muni bond” at its 2021 Bond Awards for its 2020 muni bond.
- InspereX, and the dealers, in connection with the issuance of LISC Impact Notes by the Local Initiatives Support Corporation (“LISC”). LISC is a CDFI that provides financing and technical assistance to low-wealth individuals underserved by the financial markets. LISC supports community development initiatives in 35 cities and across 2,100 rural counties in 44 states. LISC issued $150 million of LISC Impact Notes in November 2020. The issuance of LISC Impact Notes aims to build economic opportunity, support healthy communities and bridge the racial wealth gap in the U.S. This was just the second time that a CDFI has offered notes that are S&P-rated, DTC-settled and available on a continuous basis through brokerage accounts in most U.S. states. Environmental Finance awarded LISC the “Social bond of the year – corporate” at its 2021 Bond Awards for its 2020 LISC Impact Notes issuance.
- InspereX, and the dealers, in connection with the issuance of Capital Impact Investment Notes by Capital Impact Partners. Capital Impact Partners is a CDFI that works to deliver social and financial impact through its mission-driven financing and technical assistance to support organizations that foster equity, opportunity and healthy communities nationwide. In August 2021, Capital Impact Partners issued over $200 million of Capital Impact Notes, the net proceeds of which help drive social impact through investment in organizations that provide access to critical social services, including health care, education, affordable housing, and healthy foods.
Additional Experience Includes Advising:
- Aavishkaar Goodwell on the issuance and sale of interests in the Aavishkaar Goodwell Microfinance Development Fund to US investors and on related US securities law compliance.
- Accion International on the $105 million transaction for the acquisition of a controlling interest by Bamboo Finance in Accion Investments in Microfinance, SPC, which has provided capital to microfinance institutions since 2003, structuring and regulatory issues related to expansion in Latin America and China, and an initiative to promote access to solar-powered lights for poor households across sub-Saharan Africa financed with micro-loans.
- Accion USA Network/Accion Chicago on program and partnership agreements to expand the organization’s lending operations in the Midwest, train women business centers across the United States, and become eligible for guarantees from the US Small Business Administration.
- Accion’s Frontier Investment arm in an equity investment in a Chilean internet and mobile telephone business solutions provider that offers credit services and advances to pre-paid mobile phone users based on a proprietary phone usage behavior scoring model and a follow-on convertible debt investment.
- Accion’s Venture Labs on its preferred stock investment in a mobile money services platform with operations in Kenya, Tanzania, and Rwanda; convertible note investment in a Singapore-based transaction processing platform that facilitates purchases of goods and services using prepaid mobile accounts; and seed financing for an operator of a smart phone payment system.
- BRAC, a leading global non-governmental organization (NGO) and longstanding pro bono client of the firm, in structuring, negotiating, and closing the recapitalization and restarting of BRAC’s 40 rural microfinance banks and bank branches in Liberia and Sierra Leone after EBOLA affected almost 3,000 and killed approximately 300 borrowers in 2016.
- BRAC USA and BRAC International in connection with revising and restructuring their company, board and governance documents, guidelines and policies in 2015.
- BRAC International Loan Fund, a structured loan fund, on the syndication of a credit facility in 2008, which facility was restructured in 2013 into a $17.5 million multi-jurisdictional, multi-currency credit facility intended to support BRAC’s current microfinance operations in Uganda and Tanzania as well as future operations in Sierra Leone, Liberia, and other developing nations.
- BRAC USA, SKS Foundation and the Chicago Islamic Microfinance Project, NFP on formation activities and in acquiring 501(c)(3) status, and on various corporate matters.
- Creation Investments on the creation of a private equity fund and investments into financial services companies focused on the underserved in China, India and Mexico.
- Developing World Markets on regulatory and investment fund compliance initiatives.
- FINCA International on creating a microinsurance product and other insurance regulatory issues relating to its microinsurance business as well as developing a joint venture agreement and global IP licensing agreement.
- Grameen Foundation on the creation of standard documentation for a $60 million program to support local currency financings for MFIs through loan guarantees.
- Grameen Foundation and Unitus on the creation of a technical guide called “Negotiating an Equity Capital Infusion from Outside Investors”, intended for small microfinance institutions and including an overview of common legal issues and annotated sample deal documents (term sheet, shareholders agreement, stock subscription agreement); published by CGAP in 2010.
- Interamerican Association for Environmental Defense (AIDA) in connection with drafting and publishing the “International Regulatory Best Practices for Coral Reef Protection,” a best practices guide provides examples of effective regulatory tools for protecting coral reefs. Read more.
- Kiva in connection with regulatory matters applicable to its global Internet fundraising activities, OFAC compliance, and corporate and general commercial contracting matters.
- Kshetriya Gramin Financial Services (KGFS) on US securities issues related to a Series A fundraising.
- Landesbank Baden-Württemberg on the update of their base prospectuses for structured products under the new EU prospectus regulation. In this year new sustainable products categories have been developed and implemented. Moreover a Social Bonds framework has been implemented which was the basis for the very first Retail Social Bond issue in Germany.
- MicroPlace in developing guidelines for evaluating potential not-for-profit issuers and MFIs, developing finance documentation between lenders and MFIs, and assisting new not-for-profit issuers in developing a prospectus and other materials in connection with securities offerings.
- Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (FMO), Belgian Investment Company for Developing Countries (BIO) and Dragon Capital Group on the auction process and strategic sale of their collective 67 percent shareholdings in PRASAC Microfinance Institution, Cambodia’s largest microfinance institution with more than US$1.3 billion in assets. The shares were sold to a consortium consisting Bank of East Asia, which acquired 21% of PRASAC, and Lanka Orix Leasing Company (LOLC), which increased its current shareholdings from 22.25% to 70%. With a deal value exceeding $186 million, this was one of the most significant transactions to date in Cambodia and will enable PRASAC to obtain a full-service commercial banking license.
- NGOs and DFIs (including Conservation International, GIZ and JCIA) in becoming accredited under the UN Green Climate Fund and for related project implementation.
- Opportunity International on potential debt vehicles to fund and support their microfinance banks and efforts.
- Overseas Private Investment Corporation, now known as the United States International Development Finance Corporation, on providing the major financing to a Swiss-based “impact financing company” called responsAbility Investments AG, by means of a securitization-type CLO using an Irish-SPV. Entrepreneurs in developing countries often struggle to source investments needed to launch or sustain their endeavors. OPIC channeled much-needed funds to entrepreneurs, most of whom are women, in regions where access to capital is limited. Working with responsAbility, OPIC created a CLO-type structure to steer approximately $170 million to micro-entrepreneurs in a package of 26 loans to microfinance institutions and SME banks. This template can potentially open up the market to become a multi-billion dollar asset class.
- Prodigy Finance Limited on eligible graduate school student loans for students from DFC-eligible countries to obtain graduate degrees from top universities globally, and student loans for students attending top coding academies globally. This transaction is a $200 million increase to a $50 million loan that was approved by OPIC in 2019. The project expands the availability of credit to high-potential students who otherwise may not be able to access educational loans for a graduate-level education at a top-tier university. Prodigy reports that over half of the students it serves are the first person in their family to obtain a postgraduate degree.
- Root Capital on financing arrangements and structuring to support their global agricultural value chain finance activities.
- Sanasa Development Bank (SDB) on a local currency Tier 2 Capital subordinated credit facility and a senior facility in Sri Lanka. The facilities were structured as synthetic local currency financings so that the lenders would bear the risk of local currency depreciation. Tier 2 Capital facilities are unusual in the Sri Lankan market as the financing structure required Central Bank approval so as to assist SDB in uplifting the standards of living for low income Sri Lankan families with its range of micro finance activities.
- Shell Foundation on the creation of standardized loan documentation for a new loan facility in India to support small enterprises in the energy or infrastructure sectors.
- SKS Microfinance on its transformation from a not-for-profit entity to a for-profit, regulated non-bank finance company and on its venture capital investment rounds.
- Other clients including an organization that focuses on bottom of the pyramid (BOP) households in India in a bridge-financing transaction, a client in connection with investment in sustainable agribusiness in India, and a client with the creation of a fund focused on early-stage investments in socially- and environmentally-focused entrepreneurs.
In addition, several of our lawyers have been seconded to or have pursued opportunities with microfinance organizations such as SKS Microfinance, FINCA, and Developing World Markets; structuring and teaching classes and programs addressing financial and capital market solutions for supporting access to finance.
表彰
The Legal 500 Green Guide
- Asia: Recommended Firm
- United States: Recommended Firm