Representative Transactions

M&A / Major Share Purchases

  • Principal counsel representing US subsidiary of publicly-listed Japanese SaaS provider in significant investment in US SaaS provider in educational open-source market, and subsequent acquisition of business line from such company (stock purchase; asset purchase).
  • Principal counsel representing Japan-resident investors in $17 million sale of shares in Washington real estate holding company (stock sale).
  • Principal counsel representing California-based electronic design automation (EDA) startup in Section 351 merger with Colorado-based EDA startup.
  • Principal counsel representing publicly-listed Japanese software company in three-stage divestment of US operations to multiple parties, including perpetual license arrangement, asset sale and employee transfer arrangements for Indian subsidiary.
  • Principal counsel representing privately-held Japanese technology and consulting firm in acquisition of US IT consulting company (LLC interest purchase).
  • Principal counsel representing startup in scanning software market in buyout of LLC founding partner (LLC interest purchase).
  • Principal counsel representing New York-based software startup in acquisition of Japanese online ad sales company (stock purchase).
  • Principal counsel representing Japanese game publisher in acquisition of Vancouver game development studio (stock purchase).
  • Principal counsel representing Japanese hardware component manufacturer in acquisition of Philippine component manufacturer (stock purchase).
  • Principal counsel representing online game support company in acquisition by Silicon Valley infrastructure company (stock purchase).
  • Principal counsel representing Japanese hardware component manufacturer in acquisition of US circuit board servicing operation (asset purchase).
  • Principal counsel representing California-based e-commerce company in its reorganization to a Hong Kong holding company structure.
  • Principal counsel representing technology executive in connection with the successful management acquisition of a US subsidiary from the Japanese parent company.
  • Principal counsel representing limited liability company members of Silicon Valley systems integration firm with buyout of interests of other members.
  • In-house corporate counsel for Excite@Home in sale of Webshots subsidiary to Twofold Photos LLC (bankruptcy transaction; asset sale).
  • In-house corporate counsel for Excite@Home in sale of Blue Mountain Arts subsidiary to American Greetings Corporation (stock sale).
  • In-house corporate counsel for Excite@Home in sale by auction of Matchlogic subsidiary (share sale; transaction cancelled before closing as a result of market conditions).
  • In-house corporate counsel for Excite@Home in merger of international assets with the Chello Broadband unit of United Pan-Europe Communications N.V. (transaction cancelled before closing as a result of market conditions).
  • Senior associate representing Swiss bank in acquisition of international investment manager (registered U.S. mutual funds, institutional and private investor hedge funds) (stock purchase).
  • Senior associate representing major Japanese telecom retailer, in purchase of $100 million of shares in U.S. Internet incubator.
  • Sole associate representing aircraft component manufacturer, in acquisition by German manufacturer (asset sale).
  • Sole associate representing manufacturer of medical instruments, in acquisition of medical device manufacturer (share purchase).
  • Sole associate representing manufacturer of specialty automotive parts, in acquisition of automotive part manufacturer (asset purchase).
  • Sole associate representing major Japanese telecom operator, in significant purchase of shares in U.S. technology company.
  • Junior associate representing major US department store chain in acquisition by another department store chain (stock sale).

International Joint Ventures (Establishment / Restructuring / Rollups)

  • Principal counsel representing major online dating website in proposed joint ventures in Europe and Japan.
  • Principal counsel representing California-based online game company with strategic ventures and cooperative arrangements with game publishers and distributors in the US and Asia.
  • In-house corporate counsel for Excite@Home in sale with Intel Corporation of interests in Internet access joint venture in The Netherlands to Essent Kabelcom BV, together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in sale of shares in Internet portal joint venture in Italy to Tiscali S.p.A., together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in sale of shares in Internet access joint venture in Australia to Optus Multimedia Pty Limited, together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in restructurings of shareholder relationships, third-party financings, and ultimately sales of interests with respect to joint ventures in Australia, England, Italy, Japan, and elsewhere.
  • In-house corporate counsel for Excite@Home in negotiations to establish joint ventures in the People’s Republic of China and the Republic of Korea.
  • Principal US counsel for California-based e-commerce retailer in proposed establishment of joint venture in the People's Republic of China.
  • Senior associate representing wireless telecom provider, in establishment of joint venture in Japan with Japanese telecom company.

International Licensing

  • Principal counsel representing major US streaming site of Japanese anime in numerous license agreements with Japanese TV studios and other rights holders.
  • Principal counsel representing publicly-listed Japanese software company in perpetual license arrangement to major US specialty publisher.
  • Principal counsel representing Japanese startup in negotiation of Asia reseller agreement with Silicon Valley server software developer.
  • Principal counsel representing Philippine-based mobile services company in connection with issues relating to launch of service to US customers.
  • Principal counsel representing Silicon Valley systems integration company in preparation of enterprise software license and service agreements with customers in Africa and the Middle East.
  • Principal counsel representing major international game publisher in connection with license-in agreements with major US studios.
  • Principal counsel representing major international game publisher in negotiation of licensing and distribution agreements with US mobile carriers.
  • Principal counsel representing developer of design software tool in negotiation of international license agreement with the company’s first customers.
  • Principal counsel representing international internet retailer in negotiation of numerous exclusive license and distribution agreements for Asian video features in the United States and other territories.
  • Principal counsel representing international internet retailer in enforcement of license rights against third-party distributors in the United States and elsewhere.
  • Principal counsel for Japanese online game provider in Japan license for DRM packaging technology.
  • Principal counsel for Japanese online game provider in Japan license for animated internet technologies and other MMOG-related items.
  • Principal counsel for Japanese technology company in Japan license for instant-messaging technologies.
  • In-house corporate counsel for Excite@Home in restructurings of media and technology license arrangements and negotiation of perpetual license arrangements with respect to joint ventures in Australia, Italy, and Japan.

U.S Registered / Exempt Securities Issuances

  • In-house corporate counsel for Excite@Home in private placement of convertible notes to affiliates of Promethean Asset Management L.L.C. and Angelo, Gordon & Co., L.P.
  • Senior associate representing Dutch/international supermarket operator in establishment of universal shelf facility (junior/senior debt, debt warrants, common/preferred stock) for parent and U.S. finance subsidiary.
  • Senior associate representing Dutch/international supermarket operator in offering of guaranteed senior debt securities by U.S. finance subsidiary.
  • Senior associate representing managing underwriter in initial public offering of Internet consumer finance content provider.
  • Senior associate representing managing underwriter in offering of high-yield debt securities of freight airline.
  • Sole associate representing managing underwriter in initial public offering of catalog computer retailer.

Global Securities Offerings

  • Senior associate representing Nordic sovereign as selling shareholder in global initial public offering of international energy company.
  • Senior associate representing international paper producer as issuer in two-tranche global offering of debt securities.
  • Senior associate representing Danish bank as issuer in global offering of debt securities.
  • Senior associate representing Estonian bank as issuer in global offering of global depositary receipts.
  • Senior associate representing US bank as issuer in establishment of structured note program for international investors in Europe and Japan.
  • Junior associate representing Japanese electronic component manufacturer, as issuer in institutional placement of American depositary receipts.

Venture Capital

  • Principal counsel representing Japanese company in establishment of $100 million joint investment fund with major Silicon Valley VC investment firm.
  • Principal counsel representing Hong Kong-based e-commerce company as issuer in Series C financing from investors in two countries.
  • Senior associate representing major Japanese telecom retailer as investor in numerous financings for various Internet and software ventures.
  • Senior associate representing Internet telecom developer Internet telecom developer, as issuer in third-round financing.
  • Senior associate representing Internet telecom developer as investor in various Internet startups.
  • Senior associate representing international private investors in first-round financing of Internet services auction site.
  • Senior associate representing developer of Internet website design software in establishing corporate/management infrastructure and obtaining seed capital financing.
  • Senior associate representing Japanese software developer in establishing U.S. holding company structure and obtaining first-round financing.

Structured Finance, International Project Finance

  • Sole associate representing Japanese leasing company in numerous international aircraft lease transactions and other lease financings.
  • Sole associate representing Japanese leasing company in numerous international equipment financings.
  • Sole associate representing international banks in international lease financing of locomotives.
  • Junior associate representing major Japanese infrastructure company in subcontracting of construction and operation of power, oxygen and steam facilities for Indonesian copper smelter project.

Other

  • Principal counsel representing Japanese game publisher in connection with one-year national sweepstakes program offered in conjunction with major US mobile carrier.
  • Principal counsel representing Japanese hardware component manufacturer in connection with preference claim by trustee in bankruptcy of former supplier.
  • Principal counsel representing various international companies in connection with facilities leases of Silicon Valley properties, with annual rentals up to and exceeding $300,000.
  • US counsel advising on privacy regulations for Japanese airline.