Internet

Morrison & Foerster's Tokyo office is active in advising Japanese and international companies in transactions involving the internet and related technologies.

The Tokyo office's internet-related work runs the gamut from forming internet start ups, to sophisticated strategic alliance, licensing and commercial transactions (including extensive experience with algorithmic search and search advertising arrangements), to acquisitions of some of the world's leading internet companies.

In addition, the office is increasingly advising clients regarding cloud computing services and hybrid software/hardware platforms that are tightly integrated with internet or cloud-based services.

We represent many of Japan's most successful internet and online gaming companies including SoftBank, Yahoo Japan, Rakuten, and – in the gaming space – Nexon, GREE, Zynga Japan, and DeNA.

Among the significant recent internet matters handled by Morrison & Foerster Tokyo:

• Alibaba/Yahoo! We represented SoftBank in a three-way transaction between SoftBank, Yahoo and Alibaba pursuant to which Alibaba repurchased half of Yahoo’s shares in the company for $7.6 billion, the parties re-stated their shareholders agreements, and SoftBank became Alibaba’s largest shareholder.  This transaction was one of the largest technology transactions of 2012, and is the largest ever investment/M&A transaction between a Japanese company and Chinese company.
   
• SoftBank/Alibaba and Alipay.com. We represented SoftBank in the Alibaba Group's $4 billion restructuring of its holdings in Alipay, China's largest online payment system, to address regulatory requirements relating to foreign ownership of online payment systems in China.
   
• SoftBank/Alibaba. We represented SoftBank in its investment in Alibaba and TaoBao, China's largest e-commerce business, including in connection with Yahoo!'s $1 billion investment in Alibaba and Tao Bao - China's largest internet investment to date. SoftBank is Alibaba's second largest shareholder, with a 30% stake.
   
• Yahoo! Japan/Google. We represented Yahoo! Japan, Japan's leading Internet portal and search provider, in its search transaction with Google, under which Yahoo! Japan migrated its web search and search advertising to platforms provided by Google.
   
• Rakuten/Baidu. We represented Rakuten, Japan's largest online retailer (and the world's second largest internet retailer by revenues), in its joint venture with Baidu to develop a Chinese e-commerce business leveraging Rakuten's successful Japanese model and Baidu's leading position in China.
   
• Dow Jones/SBI Holdings. We represented Dow Jones in its joint venture with SBI Holdings to provide the Wall Street Journal online in Japan.
   
• GREE/Funzio. We represented GREE, Inc. in its $210 million acquisition of Funzio, Inc., a U.S. mobile social game developer.
   
• GREE/OpenFeint. We represented GREE, Inc. in its $100 million acquisition of OpenFeint Inc., a California-based mobile social gaming network provider with 75 million registered users.
   
• Zynga Japan/Digital Garage. We represented Zynga Japan in its sale of Photozou, one of Japan's largest photo sharing sites, to Digital Garage.

Other notable internet matters the office has handled include:

• SoftBank/InMobi. We represented SoftBank in its $200 million investment in InMobi Pte. Ltd., a mobile advertising and payment technology company based in Bangalore, India.
   
• DeNA/Ngmoco. We represented GCA Savvian as financial advisor to DeNA, a Japanese social game company, in its acquisition of Ngmoco, a Silicon Valley iPhone game developer, for $400 million.
   
• Rakuten/Linkshare. We represented Rakuten in its purchase of Linkshare Corporation, a leader in the US online affiliate marketing business, for $425 million. This was Rakuten's first major acquisition in the United States.
   
• Rakuten/Ctrip. We represented Rakuten in its acquisition of a 20% interest in Nasdaq listed Ctrip, China's largest travel consolidator.
   
• Yahoo! Japan/Overture. We represented Yahoo Japan in its acquisition of the online advertising firm Overture KK, including with respect to the stock purchase agreement and associated services agreement.
   
• Yahoo! Japan/Google and Overture. We represented Yahoo Japan in simultaneous transactions with Google and Overture for the provision of search advertising services for Yahoo Japan's site.
   
• Konami. We represented Konami, a leading video game developer and publisher in the launch of its worldwide online gaming service.
   
• Expedia/Airlink. We represented Expedia KK, the Japanese subsidiary of the leading US internet travel business Expedia, in its alliance with Airlink, pursuant to which Expedia now offers over 35,000 overseas tour packages to its customers in Japan.
   
• Sega/CNC Broadband Entertainment and T2. We represented Sega in its entrance into the China online gaming market through licenses to CNC Broadband Entertainment for the CTRacer massively multiplayer online (MMO) game and with T2 for the Shenmue Online MMO role-playing game.
   
• Nexon/BoomBang Games. We represented Nexon, one of the world's 5 largest online gaming companies, in its equity investment in BoomBang Games S.L., a company based in Barcelona, Spain, which operates an on-line virtual community targeted principally at young people in Spanish-speaking countries.
   
• Nexon/Fantage.com. We represented Nexon in its 30% common stock investment in Fantage.com, a New Jersey company that operates next generation virtual community sites.
   
• Morningstar/Motley Fool. We represented Morningstar Japan in the formation of its joint venture with The Motley Fool to establish an online financial service in Japan.