Davis Polk advised Morgan Stanley in connection with its $862.5 million SEC-registered offering of 34,500,000 depositary shares, each representing 1/1,000th interest in a share of its fixed-to-floating-rate non-cumulative preferred stock, Series E. The depositary shares sold in the offering include shares sold pursuant to the underwriters’ fully exercised option to purchase additional shares. The offering was made through an underwriting syndicate led by Morgan Stanley & Co. LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC.

The Davis Polk corporate team included partners John M. Brandow, Warren Motley and Christopher S. Schell, associates Xiao Zhu and Carol Pang and law clerk Xing Yan. Partner Luigi L. De Ghenghi and associate Andrew S. Fei provided financial institutions advice. Partners Po Sit and Lucy W. Farr and associates Andrew A. Smith and Aaron M. Weil provided tax advice. Counsel Catherine L. Martin provided 1940 Act advice. All members of the Davis Polk team are based in the New York office.