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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.

Morrison & Foerster’s Tokyo office has assisted in the formation of dozens of joint ventures and strategic alliances, as well as numerous 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 40 Japan admitted attorneys (bengoshi) take a major role in advising clients on the complex issues of managing and restructuring operating ventures.

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

• Toshiba/NRG. We represent Toshiba Power Systems in its $300 million venture with Princeton, NJ-based NRG Energy Inc. The joint 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.
  
• Nokia/SANYO. We represented Nokia in its proposed joint venture with Sanyo Electric to combine the parties’ respective CDMA mobile phone businesses worldwide into a new jointly-owned U.S. entity. The venture, which the parties ultimately decided not to pursue, would have created one of the top two largest CDMA mobile phone makers in the world, with most of its 3,500 employees in Japan and California.
  
• 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 - Spansion - in 2006, and in its ongoing commercial dealings with Spansion.
• Hitachi/IBM. We represented Hitachi in its $2 billion joint venture with IBM pursuant to which Hitachi will acquire IBM’s hard disk drive business (with over 20,000 employees in 8 countries) over a period of time.
  
• 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.
  
• Fuji Electric/Schneider. We are representing Fuji Electric Holdings and its wholly owned subsidiary Fuji Electric Components & Systems, in their proposed joint venture with Schneider Electric SAS of France to combine the parties businesses for the development, manufacture and sale of electrical distribution and industrial control equipment in Japan in a new JV entity that will be majority controlled by Fuji Electic, and will have manufacturing facilities in Japan, China and elsewhere in Asia.
  
• 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.
  
• 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.
  
• 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.
  
• Fujitsu/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.
  
• Fujitsu/Sun. 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.
  
• Fujitsu/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.
  
• Fujitsu/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.
  
• JCB International/MAF Ventures. We represented JCB International in its joint venture with MAF Ventures, an affiliate of the Majid Al Futtaim Group, to expand JCB’s credit card business in the Middle East.
  
• 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.
  
• Razorfish/Sony. We represented Razorfish in the formation of its joint venture with Sony to provide digital consulting 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.
  
• SoftBank E-commerce/Beenz. We represented SoftBank Ecommerce in its joint venture with Oracle to form Beenz Japan.
  
• SoftBank E-commerce/Priceline. We represented SoftBank Ecommerce in its joint venture with priceline.com to form priceline Japan.
  
• SoftBank Finance/Insweb. We represented SoftBank Finance in its joint venture with Insweb to form Insweb Japan.
  
• SoftBank Finance/Lehman Brothers. We represented SoftBank Finance in its joint venture with Lehman Brothers to form priceline E-Bond Japan (an online bond trading company).
  
• SoftBank Media & Marketing/WebMD. We represented SoftBank M&M in its joint venture with WebMD/Healtheon to offer online medical advice.
  
• SoftBank/Ariba. We represented SoftBank in its joint venture with Ariba to form Ariba Korea.
  
• SoftBank/Ariba. We represented SoftBank in its joint venture with Ariba to form Ariba Japan.
  
• SoftBank/E*Trade. We represented SoftBank in its joint venture with E*Trade to form E*Trade Japan.
  
• SoftBank/Microsoft. We represented SoftBank in its joint venture with 711 and Microsoft to form Carpoint Japan.
  
• SoftBank/Nasdaq Europe. We represented SoftBank in its joint venture with the NASD to form Nasdaq Europe.
  
• SoftBank/NCsoft. We represented SoftBank in its joint venture with NCsoft for the development and distribution of online game services in Japan.
  
• SoftBank/VerticalNet. We represented SoftBank in its joint venture with VerticalNet to form VerticalNet 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.
• 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.
  
• Toshiba/Canon. We represented Toshiba in the international antitrust aspects of its SED flat panel display joint venture with Canon.
  
• Toshiba/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.
  
• Toshiba/Matsushita. We represented Toshiba in its $1.3 billion joint venture with Matsushita to design, develop and manufacture next-generation flat panel displays in Singapore.
  
• Toshiba/Matsushita. We represented Toshiba in the formation of its $1.5 billion joint venture with Matsushita to integrate the parties’ worldwide CRT businesses.
  
• Toshiba/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.
  
• Toshiba/MSystems. 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.

See also Mergers and Acquisitions .