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OFFSHORE COMPANY’S IPO CREATES WRINKLES FOR MOFO Lawyers who launched an outfit that leases shipping containers onto the public markets needed a different set of navigational skills because the company is, in fact, based offshore. Bermuda-based Textainer Group Holdings Ltd. raised $148.5 million in its IPO earlier this month, and MORRISON & FOERSTER’S John Campbell said representing a foreign company made the transaction simpler in some ways, and more complex in others. “As a foreign company, some of the traditional disclosure requirements are not applicable to them,” the San Francisco corporate partner said. For instance, the level of detail required on executive compensation is not as great as it would be with a U.S.-based company, the MoFo lawyer said. At the same time, being based offshore did make some aspects of the transaction more complex. “With any company domiciled in a foreign jurisdiction, you need to deal with the quirks in that jurisdiction,” Campbell said. In the case of Bermuda, that means more formalities when it comes to any corporate action by directors or shareholders, he said. Luckily, the firm didn’t have to deal with all the vagaries of Bermuda law. That was taken care of by a Bermuda firm, CONYERS DILL & PEARMAN. MoFo has some history with Textainer, which has its administrative headquarters in San Francisco. The firm represented the company in litigation arising from investment limited partnerships. MoFo also represented Gateway Management Services Ltd. when Textainer bought that company’s container fleet management contracts last year, Campbell said. Aside from Campbell, associates Liza Mark and Raymond Hum, and paralegal Kate Perkins worked on the deal in San Francisco. Associates Jeannette Filippone and Ramin Tohidi assisted from San Diego. Palo Alto partner Michael Frank and S.F. associate Linda Barrett advised on U.S. executive compensation issues, and London partner Trevor James and associate Sonia Girgis did so on international executive compensation issues. San Francisco partner Robert Cudd advised on tax matters. PAUL, HASTINGS, JANOFSKY & WALKER partner Robert Claassen and associate Terrance Bloom, both of Palo Alto, advised Trencor Ltd., Textainer’s parent company. New York’s CRAVATH, SWAINE & MOORE represented the underwriters.

Zusha Elinson

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