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Joint Ventures + Global Strategic Alliances

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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.

We have assisted in the formation of dozens of joint ventures and strategic alliances, as well as numerous financings, restructurings and workouts.

Our 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 managing and restructuring joint ventures.

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

  • Toshiba's $10 billion series of NAND joint ventures with SanDisk. We represent Toshiba in its $10 billion flash memory manufacturing joint ventures with SanDisk including, most recently, Toshiba's formation of a new $2 billion joint venture to develop and manufacture new flash memory products in 2011 and Toshiba's acquisition of $1.8 billion of semiconductor equipment from the joint ventures in 2009.
     
  • MUFG's $5 billion joint venture with Morgan Stanley (Japan). We represented Japan's largest financial institution, Mitsubishi UFJ Financial Group (MUFG) in the $5 billion combination of its securities business, Mitsubishi UFJ Securities Co, Ltd. (MUS), with Morgan Stanley Japan. The combined entity, on formation, constituted one of Japan's 4 largest investment banks.
     
  • Fujitsu's $2 billion NOR joint venture with 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 US listing of the JV company.
     
  • Hitachi's $2 billion joint venture with 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.
     
  • Sony's cell chip joint venture with IBM. We represented Sony Computer Entertainment in its $325 million investment in IBM to fund IBM's manufacture for the Sony group of cell chips, as well as next generation processors for the Sony group's consumer electronics products and Playstation systems.
     
  • GCA's $780 million combination with 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.
     
  • Astellas’ strategic alliance with Amgen. We represented Astellas in its strategic alliance with Amgen to co-develop and co-commercialize in Japan four biologics and one small molecule drug through a newly established joint venture, Amgen Astellas BioPharma KK.
     
  • SoftBank’s clean energy joint venture with Bloom Energy. We represented SoftBank in the formation of its 50/50 joint venture with California-based Bloom Energy to sell Bloom’s electricity-generating fuel cell technology in Asian markets, starting with Japan.
     
  • Fujitsu's strategic alliance with 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.
     
  • Kirin's $400 million joint venture with China Resources. We represented Kirin Holdings in its $400 million joint venture with China Resources Enterprise, a Hong Kong-based consumer goods company. The joint venture will manufacture and distribute non-alcoholic beverages throughout China.
     
  • Recruit's $150 million strategic alliance with 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 opportunities in the HR services industry in China.
     
  • Toshiba's $300 million joint venture with NRG. We represented 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.
     
  • Fujitsu's formation of Access Network Technology. We represented Fujitsu in the formation of Access Network, a joint venture with NEC and DoCoMo for the development and sale of semiconductor products with built-in modem functionality for use in communications products.
     

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

  • 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.
     
  • FujiFilm/Dr. Reddy's Laboratories. We are representing FujiFilm Corporation in establishing a joint venture with Dr. Reddy's Laboratories Ltd., an NYSE-listed company based in Hyderabad, India, for the development, manufacture and sale of generic drugs in Japan. The new joint venture will be 51% owned by FujiFilm and 49% owned by Dr. Reddy's.
     
  • 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 and industrial control equipment in Japan.
     
  • Fuji Electric/GE. We represented Fuji Electric in its joint venture with General Electric for the design, manufacture and marketing of electric meters, including smart meters.
       
  • 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
    • 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.
       
    • AU Optronics. We represented Fujitsu in its LCD alliance with NYSE listed 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.
       
    • 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.
  • Mitsui/Calpine. We represented Mitsui, Calpine and Chubu Electric in their joint development and financing of the Valladolid III Gas-Fired Power Project located in Mexico.
     
  • Mobile Broadcasting/SK Telecom. We represented Mobile Broadcasting Corp. in its strategic alliance with SK Telecom for the development of mobile broadcast services in Japan and Korea.
     
  • Morningstar/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.
     
  • 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.
       
  • 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.
     
  • 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.
     
  • 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, Finance, Media & Marketing)
    • Ariba. We represented SoftBank in its joint ventures with Ariba to form Ariba Japan and Ariba Korea.
       
    • 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.
       
    • E*Trade. We represented SoftBank in its joint venture with E*Trade to form E*Trade Japan.
       
    • Insweb. We represented SoftBank in its joint venture with Insweb to form Insweb Japan.
       
    • Microsoft and 7 11. We represented SoftBank in its joint venture with 7 11 and Microsoft to form Carpoint Japan.
       
    • NASD. We represented SoftBank in its joint ventures with the National Association of Securities Dealers (NASD) to form NASDAQ Japan and 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 E commerce in its joint venture with Oracle to form Beenz Japan.
       
    • priceline.com. We represented SoftBank E commerce 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 in its joint venture with WebMD to offer online medical advice.
       
    • 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.
  • Sumitomo Corporation/Apex Silver Mines. We represented Sumitomo Corporation in its acquisition of a 35% stake in the giant San Cristobal Silver, Zinc and Lead Mine in Bolivia and in negotiation of governance terms for the resulting joint venture entity.
     
  • Tokyo Gas/InterGen. We represented Tokyo Gas in its acquisition of a 49% stake in the El Bajio IPP Gas-Fired Power Project in Mexico and in negotiation of governance terms for the resulting joint venture entity.
     
  • Toshiba
    • USEC. 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.
       
    • 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 Matsushita 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 Matsushita 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.
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