Morrison & Foerster's Tokyo office is active in advising Japanese and foreign companies in all aspects of the formation, financing, operation and restructuring of cross-border strategic alliances and joint ventures.

Our office has assisted in the formation of dozens of joint ventures and strategic alliances, as well as numerous JV financings, restructurings and workouts. 

Morrison & Foerster's Tokyo attorneys are also active in advising clients on the governance and operation of joint ventures.  In this context, our 45 Japan admitted attorneys (bengoshi) take a major role in advising clients on the complex issues of establishing, operating and restructuring operating ventures.

Some highlights of our recent work in this area include the following:

• MUFG’s securities business/Morgan Stanley (Japan).  We represented Mitsubishi UFJ Financial Group (MUFG) in the combination of its securities business, Mitsubishi UFJ Securities Co, Ltd. (MUS), with Morgan Stanley Japan. The combined entity, on formation, was one of Japan's 4 largest investment banks.

• 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 form an online Chinese e-commerce website.

• Toshiba/NRG. We represent Toshiba Power Systems in its joint venture with Princeton, NJ-based NRG Energy Inc. The venture will combine NRG’s in-process permits for two major nuclear power facilities in South Texas, with $300 million in capital contributions from Toshiba, and will serve as the parties’ primary vehicle to develop nuclear power projects in North America based on Toshiba’s “ABWR” (advanced boiling water reactor) design.

• Toshiba/US Enrichment Corp.  We represented Toshiba in its $200 million investment (together with Babcock & Wilcox) in USEC, America's sole producer of enriched uranium for nuclear facilities.  The transaction represents the first investment by a Japanese company in a US producer of enriched uranium.  The firm also represented Toshiba in its related strategic alliance with USEC under which Toshiba will be able to provide customers with enhanced assurances of long-term fuel supply.

• Toshiba/SanDisk. We represented Toshiba Corporation in the restructuring of its $8 billion flash memory manufacturing joint venture with SanDisk, including Toshiba’s acquisition of $1.8 billion of semiconductor equipment from the joint ventures.

• Fuji Electric/Schneider. We represented Fuji Electric Holdings and its wholly-owned subsidiary Fuji Electric Components & Systems, in their joint venture with Schneider Electric SAS of France to combine the parties’ businesses for the development, manufacture and sale of electrical distribution (including over 4,000 Japan-based employees) and industrial control equipment in Japan.

• GCA/Savvian. We represented GCA Holdings, Japan’s largest independent M&A advisory firm, in its $780 million combination with Savvian, a US-based investment bank. This transaction marked the first use of Japan’s “kabushiki iten” (share transfer) transaction structure in a combination with a US company.

• Fujitsu/AMD. We represented Fujitsu in the formation, restructuring and subsequent expansion of its $2 billion flash memory joint venture with AMD, resulting in the creation of a fully integrated stand-alone flash company with 7,000 employees and annual sales on formation of $3 billion. We also represented Fujitsu in the public offering of shares in the JV company.

• Hitachi/IBM. We represented Hitachi in its $2 billion joint venture with IBM pursuant to which Hitachi acquired IBM’s hard disk drive business (with over 20,000 employees in 8 countries) over a period of time.

• Sumitomo Corporation/Apex Silver Mines.  We represented Sumitomo Corporation in negotiating (i) the share purchase agreements for its acquisition from Apex Silver Mines Limited of 35% of the giant San Cristobal Silver, Zinc and Lead Mine located in Bolivia and (ii) the shareholders agreement for the resulting joint venture entity.

• Mitsui/Calpine.  We represented the joint venture/consortium of Mitsui, Calpine and Chubu Electric in the development and project financing of the Valladolid III Gas-Fired Power Project located in Mexico.

• Tokyo Gas/Iberdrola.  We represented Tokyo Gas in forming a joint venture with Iberdrola to bid on contract to build, own and operate 500mcfd LNG regasification terminal in Manzanillo, Mexico.

• Tokyo Gas/InterGen.  We represented Tokyo Gas in negotiating (i) the share purchase agreements for their acquisition from InterGen of 49% of the El Bajio IPP Gas-Fired Power Project located in Mexico  and (ii) the shareholders agreement for the resulting joint venture entity.

• Kenwood/JVC. We represented Kenwood and JVC in international antitrust and securities aspects of their business integration under a new joint holding company, JVC Kenwood Holdings.

• Recruit/51job. We represented Recruit, Japan’s leading HR company, in the formation of its strategic alliance with NASDAQ-listed 51job, China’s leading provider of employment information services, to pursue business development opportunities in the growing human resources services industry in China.

• Mitsubishi UFJ Financial Group/Joe Perella. We represented Mitsubishi UFJ Financial Group in its $100 million investment in, and strategic alliance with, Perella Weinberg partners, an investment bank established in 2007 by Joseph Perella (former founder of Wasserstein Perella). Among other things, the alliance will offer M&A consulting services, as well as new fund and other investment opportunities to the parties’ clients.

• SoftBank/NASD. We represented SoftBank in its joint venture with the National Association of Securities Dealers (NASD) to form NASDAQ Japan.

• SoftBank/World Bank. We represented SoftBank in its $500 million global joint venture with the World Bank to seed Internet companies throughout the developing world, including the establishment of venture funds in China and Latin America. This was the World Bank’s first joint venture with a Japanese concern.

• SoftBank/Cisco. We represented SoftBank in its $1.5 billion strategic alliance with Cisco, including Cisco’s $200 million investment in SoftBank, repurchase of an 11% interest in Cisco Japan for $275 million, and funding of a $1 billion private equity fund focusing on wireless and broadband service providers in the Asia Pacific region.

Some additional strategic alliances and JVs we have handled over the years:

• Daiichi Corporation/Office Depot. We represented Daiichi Corporation in a joint venture with Office Depot to bring Office Depot to Japan.

• Dainippon Screen/Applied Materials. We represented Dainippon Screen, a top 10 supplier of semiconductor fabrication equipment, in its semiconductor equipment joint venture with Applied Materials. The JV company, called “SOKUDO Co., Ltd.,” combined Dainippon Screen’s business in coater track equipment with Applied Materials’ relevant technology, key development employees and financing contribution of $150 million.

• Dainippon Screen/KLA-Tencor. We represented Dainippon Screen in its joint venture with KLA Tencor Corporation for the development, manufacture, sales and support of deposition equipment.

• Fuji Electric/GE. We represented Fuji Electric in the formation of its global alliance with General Electric and related establishment of joint manufacturing facilities in Latin America and China.

• Fujikura/Alcoa. We represented Fujikura in its divestiture of a 49% equity interest in Alcoa Fujikura Ltd, a joint venture with Alcoa, Inc., and in its simultaneous acquisition of AFL’s Telecommunication Division and automotive division.

• Fujitsu
  • AU Optronics. We represented Fujitsu in its LCD alliance with NYSElisted AU Optronics, including AUO’s purchase of a 20% interest in Fujitsu Display Technologies.

  • NCR. We represented Fujitsu (Japan’s leading ATM maker) in the formation of its global strategic alliance with NCR to design, develop and manufacture next-generation ATMs and cash dispensers.

  • Sun Microsystems. We represented Fujitsu in its strategic alliance with Sun Microsystems to jointly develop the two companies’ next-generation UNIX servers, including agreements for integration of world-wide development, manufacturing and distribution resources.

  • TDK. We represented Fujitsu in its strategic alliance with TDK in the hard disk drive area, including the formation of a Philippine JV combining the parties’ hard disk drive assembly and processing businesses.

  • WebTV. We represented Fujitsu in its joint venture with Microsoft to form WebTV Japan.
• JCB
  • Credia. We represented JCB, Japan’s largest credit card company, in its strategic alliance with Credia, a TSE-listed company engaged in consumer finance and debt collection services. In the transaction, JCB purchased a 23% stake in Credia, becoming its top shareholder.

  • MAF Ventures. We represented JCB and JCB International in the formation of a Dubai-based joint venture with ORIX Corporation and Majid Al Futtaim Group, a Middle East property and shopping mall developer, to issue JCB-branded credit cards in 19 countries in the Middle East and North Africa.
• Toshiba
  • Audiovox. We represented Toshiba in its strategic alliance with Audiovox Communications Corp., including its acquisition of a 25% interest in ACC and negotiation of agreements for the distribution of Toshiba’s mobile phones in the United States.

  • Canon. We represented Toshiba in the international antitrust aspects of its $2 billion SED flat-display panel JV with Canon.

  • GE. We represented Toshiba in its $600 million global joint venture with General Electric for the development and sale of large-scale industrial drive systems.

  • Panasonic. We represented Toshiba in its $1.3 billion joint venture with Panasonic to design, develop and manufacture next-generation flat panel displays in Singapore.

  • Panasonic. We represented Toshiba in the formation of its $1.5 billion joint venture with Panasonic to integrate the parties’ worldwide CRT businesses.

  • Mitsubishi Electric. We represented Toshiba and Mitsubishi Electric in establishing a joint venture to integrate their industrial automation systems businesses in a new company which, on formation, became the world’s third largest automation systems business.

  • 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.
• Softbank
  • Ariba. We represented Softbank in its joint ventures with Ariba to form Ariba Japan and Ariba Korea.

  • E*Trade. We represented Softbank in its joint venture with E*Trade to form E*Trade Japan.

  • Insweb. We represented SoftBank Finance in its joint venture with Insweb to form Insweb Japan.

  • Lehman Brothers. We represented SoftBank Finance in its joint venture with Lehman Brothers to form priceline E-Bond Japan (an online bond trading company).

  • Microsoft and 7/11. We represented Softbank in its joint venture with 711 and Microsoft to form Carpoint Japan.

  • NASDAQ. We represented Softbank in its joint venture with the NASD to form Nasdaq Europe.

  • NCsoft. We represented Softbank in its joint venture with NCsoft for the development and distribution of online game services in Japan.

  • Oracle. We represented SoftBank Ecommerce in its joint venture with Oracle to form Beenz Japan.

  • priceline.com. We represented SoftBank Ecommerce in its joint venture with priceline.com to form priceline Japan.

  • VerticalNet. We represented Softbank in its joint venture with VerticalNet to form VerticalNet Japan.

  • WebMD. We represented SoftBank M&M in its joint venture with WebMD/Healtheon to offer online medical advice.

• Marubeni/Global Crossing. We represented Marubeni in the restructuring of Pacific Crossing Limited and Global Access Limited, its trans-Pacific submarine and Japanese fiber-optic cable joint ventures with Asia Global Crossing.

• Mobile Broadcasting/SK Telecom. We represented Mobile Broadcasting Corp. in its strategic alliance with SK Telecom for the development of new mobile broadcast services in Japan and Korea.

• MORNINGSTAR JAPAN/Motley Fool. We represented Morningstar Japan in its joint venture with The Motley Fool to establish an online financial service in Japan.

• @Nifty/SingTel. We represented @Nifty in its strategic alliance with Singapore Telecom to provide roaming ISP and Asia-wide content on a cooperative basis.

• Nikon/Trimble. We represented Nikon in its global strategic alliance in surveying instruments with Trimble Navigation, including the formation of a 50/50 Japan joint venture.

• Nitto Denko/Mitsubishi Rayon. We represented Nitto Denko and Mitsubishi Rayon Co., Ltd. in the establishment of their joint venture to conduct R&D for water treatment technology in the fields of seawater desalination and wastewater recycling.

• NTT/Internap. We represented NTT Holdings in the formation of a joint venture with NTT-ME and Internap Network Services to provide high-speed Internet connectivity services in Japan.

• Prudential/Mitsui Trust. We represented Prudential Insurance in the formation of Prudential-Mitsui Trust Investments, a joint venture with Mitsui Trust to provide integrated fund management services in Japan.

• SBI Biotech/ODC Therapy. We represented SBI Biotech in its strategic investment in ODC Therapy, a biotech company founded by the Baylor Health Care System that develops cancer vaccines, including related license arrangements for SBI Biotech’s development of cancer vaccines based on ODC’s technology.

• Shinsei/Macquarie. We represented Shinsei Bank in its joint venture with Macquarie Bank to offer advisory services to funds investing in social infrastructure in Japan.

• Sony Computer Entertainment/IBM. We represented Sony Computer Entertainment in its $325 million investment in IBM to fund IBM’s manufacture for the Sony group of new generation “Cell” chips, as well as next generation processors for the Sony group’s consumer electronics products and Playstation systems.