Morrison & Foerster is both the largest law firm in California and the largest international law firm in Japan.
Based on this strong presence in the key geographic centers of activity for semiconductor companies, Morrison & Foerster has developed one of the most active semiconductor practices of any international law firm — with extensive experience in all aspects of the semiconductor and semiconductor equipment industries.
Morrison attorneys have represented a wide variety of integrated circuit device and component companies, semiconductor core and semiconductor intellectual property vendors, electronic design automation tool vendors, independent device manufacturers, merchant fabs and foundries, manufacturing services companies, fabless design companies, packaging, assembly, and test houses, semiconductor tooling and equipment companies, electronics manufacturing services, and OEMs and systems vendors that purchase and integrate semiconductor products.
The firm has helped structure, negotiate, and document numerous transactions in the semiconductor area, including for the licensing of semiconductor patents and other key intellectual property.
Some recent matters handled by Morrison & Foerster's Tokyo office that have received significant press coverage include:
- Elpida's $2.5 billion sale to Micron. We represented Elpida Memory, a Tokyo-based DRAM manufacturer, in its $2.5 billion sale to Micron Technologies, making Micron the world's second largest DRAM manufacturer.
- ON Semiconductor's $600 million acquisition of Sanyo Semiconductor. We represented ON Semiconductor in its $600 million acquisition of Sanyo Semiconductor, the first ever acquisition of a major Japanese semiconductor company by a US company (and one of the largest inbound investments into Japan to date). Recipient of "M&A Deal of the Year" - The M&A Advisor's 2011 International M&A Awards.
- Toshiba's $2 billion NAND flash memory joint venture with SanDisk. We represent Toshiba in its $10 billion relationship with SanDisk for the development and fabrication of NAND flash memory, including their joint announcement earlier this year of "Fab 5," a muliti-billion join investment in a new NAND flash fabrication facility. We also represented Toshiba in the restructuring of Fab 4 and Fab 3 in 2009, including in Toshiba's acquisition of $1.8 billion of semiconductor equipment from the joint ventures.
- NECEL's $3.9 billion merger with Renesas Technology. We represented NEC Electronics (NECEL), in its $3.9 billion merger with Renesas Technology to form the world's largest manufacturer of microcontrollers and the world's third-largest semiconductor company.
- Fujitsu’s sale of global microcontroller and analog semiconductor business to Spansion. We represented Fujitsu and its wholly owned subsidiary, Fujitsu Semiconductor Limited, in the sale of its global fabless microcontroller and analog semiconductor business to Spansion for $150 million.
- Consolidation of Fujitsu’s System LSI business with Panasonic. We are representing Fujitsu and its wholly owned subsidiary, Fujitsu Semiconductor, in its business consolidation with Panasonic to combine the companies’ businesses for the design, marketing and development of advanced system large-scale integrated circuits (LSI) into a newly formed fabless company.
- Toshiba’s acquisition of Bridgelux GaN/Si business. We represented Toshiba in its acquisition of gallium nitride-on-silicon LED technology and related business assets of Bridgelux Inc., a California-based developer and manufacturer of LED lighting technologies and solutions.
- Elpida's NAND flash memory strategic alliance with Spansion. We represented Elpida Corporation in its acquisition of Spansion's assets related to NAND flash memory, as well as their strategic alliance to jointly develop and manufacture flash memory products.
- Rohm's acquisition of Kionix. We represented Rohm, a leading semiconductor manufacturer, in its acquisition of Kionix, Inc., a leading privately held supplier of MEMS (microelectromechanical systems) inertial sensors, including sensors used in products such as the iPhone and the Nintendo Wii.
- Fujitsu's formation, spin-off and listing of Spansion. We represented Fujitsu in its flash memory joint venture with AMD, and in the spin-off and listing of the joint venture company, Spansion Ltd., then the world's second largest stand-alone flash company with 7000 employees and annual sales on formation of $3 billion.
- Hitachi's acquisition of IBM's hard disk drive business. We represented Hitachi in its $2 billion acquisition of IBM's hard disk drive business (with over 20,000 employees in 8 countries), including a series of agreements with IBM for the supply of families of chips for the hard drive business.
- TDK's $350 million acquisition of Alps hard disk drive head business. We represented TDK in its purchase for $350 million of Alps' business relating to the development, commercialization and manufacture of heads for hard disk drives.
In addition to the landmark matters above, other recent matters in the semiconductor field on which we advised (in alphabetical order by our client) are as follows:
- Advanced Semiconductor Engineering's acquisition of NECEL's semiconductor facilities. We represented Taiwan's ASE in its acquisition of NEC Electronics' semiconductor packaging and testing facilities in Takahata, Japan.
- Chartered Semiconductor's joint venture with IBM. We represented Chartered Semiconductor in the establishment of a joint venture with IBM to develop 90nm and 65nm processes for foundry chip production on 300mm silicon wafers, to allocate manufacturing capacity between the two foundries, and to manufacture chips.
- Dainippon Screen's joint venture with KLA-Tencor. We represented Dainippon Screen Manufacturing, a Japanese semiconductor equipment manufacturer, in its joint venture with KLA-Tencor Corporation, a U.S. semiconductor equipment manufacturer based in California, for the development of deposition equipment.
- Dainippon Screen's joint venture with Applied Materials. We represented Dainippon Screen in creation of a track equipment joint venture with Applied Materials. The new company combined Dainippon Screen's existing business in coater/developer track equipment for semiconductor manufacturing with Applied Materials' contribution of technology, key development employees and $150 million cash contribution from Applied.
- Fujitsu's $380 million sale of its hard disk drive business to Toshiba. We represented Fujitsu in connection with the transfer of Fujitsu's hard disk drive business and related assets, including semiconductor assets, to Toshiba.
- Fujitsu's $150 million purchase of Spansion Fabrication Facilities. We represented Fujitsu in its $150 million purchase from Spansion Limited, of two semiconductor fabrication facilities, and related equipment lease, supply and employee secondment and transfer arrangements.
- Fujitsu's global alliance with Sun/Oracle. We represented Fujitsu in its multi-billion dollar strategic alliance with Oracle, acquirer of Sun Microsystems, to combine Fujitsu's and Sun's Unix server development and distribution businesses, including agreements for the development and manufacture of server CPUs, ASICs, and boards and the development, manufacture and sale of servers.
- Fujitsu's patent licenses with Rambus. We represented Fujitsu in its portfolio-wide license with Rambus Inc. The agreement covers chip interface technology that Fujitsu has used in PCs and servers, as well as future products for the next five years.
- NEC Electronics' joint development with IBM. We represented NEC Electronics Corporation in connection with its agreement to enter into a strategic joint development relationship with IBM Corporation, to research and develop leading-edge semiconductor technologies.
- NEC Electronics' investment in and manufacturing agreement with Link-A-Media. We represented NEC Electronics in its financing of Link-A-Media Devices Corporation, a fabless semiconductor company based in Santa Clara, as well as related manufacturing and supply agreements.
- Sony's $325 million strategic alliance with IBM. We represented Sony Computer Entertainment in the Sony group's $1 billion investment in semiconductor fabrication lines to manufacture chips using 65nm process on 300mm wafers, including its $325 million agreement with IBM for the manufacture of PlayStation 3 "Cell" chips.
- Toshiba's $288 million acquisition and license of patents from Micron Technology. We represented Toshiba in its $288 million acquisition of certain of Micron's semiconductor patents.
- Toshiba's semiconductor manufacturing partnership with Xilinx. We represented Toshiba Corporation in the negotiation of its strategic foundry relationship with Xilinx under which Toshiba will produce programmable semiconductor products for Xilinx.
- Toshiba's flash memory alliance with M-Systems. We represented Toshiba in its NAND flash memory strategic alliance with M-Systems, involving licensing and supply arrangements and the development and manufacture of DiskOnChip and DiskOnKey products.
- Unidux's $146 million acquisition by Avnet. We represented Unidux in Avnet's $146 million tender offer for a 95% stake in the Japanese electronics components distributor.