Japan

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Chambers Asia-Pacific

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Morrison & Foerster’s Tokyo office is the largest of any international firm in Japan, with over 60 Japanese bengoshi and 60 U.S. attorneys who team with the firm’s global network to advise on Japan’s most significant inbound and outbound transactions, investigations, and disputes.

The office is consistently ranked at the top of Japan practices, being named the “Japan International Law Firm of the Year” by Chambers Asia-Pacific for five of the last six years, and with more top-tier practice and top-tier individual rankings in Chambers than any other international firm in Japan.

Our Japan Capabilities at a Glance

We have been lead counsel on some of the most significant Japan-related transactions in history, both inbound and outbound, and have become a go-to advisor for Japan’s leading industrial, technology, and telecommunications companies, including SoftBank, Hitachi, Fujitsu, and Toshiba, In 2018 alone, we advised on one of the largest telecommunications deals in history (Sprint’s $59 billion merger with T-Mobile) and the largest Japanese inbound M&A deal since 2011 (advising Toshiba on the $18 billion sale of its semiconductor business – also the largest private equity and leveraged finance deal ever in Asia).

 

 

Select Rankings

Recent notable awards for the Tokyo office and its partners include:

Mergers and Acquisitions

We have the most active practice of any international firm in Japan, with more than 50 attorneys principally engaged in cross-border M&A. Our extensive experience representing both Japanese and non-Japanese companies covers a broad range of matters, including public and private acquisitions, complex carve outs, spin-outs and the formation of inbound and outbound strategic alliances and joint ventures.

We consistently represent many of Japan’s leading companies, including SoftBank, MUFG, Hitachi, Fujitsu, and Toshiba, and advise across numerous industries such as technology, telecommunications, life sciences, banking & financial services, and clean technology.

We are the only international law firm ranked Tier 1 for M&A in Japan by Chambers Global, Chambers Asia-Pacific, The Legal 500 Asia Pacific, and International Financial Law Review (IFLR1000). In 2019, we were selected as the International Corporate Law Firm of the Year at the most recent 2019 Chambers Asia-Pacific Japan Awards and named International M&A Legal Adviser of the Year at the most recent Mergermarket Japan M&A Awards.

Some of the recent transactions on which we have advised:

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Intellectual Property and Licensing

We have the largest dedicated team specializing in licensing and other IP transactions of any international firm in Tokyo, including the transfer, commercialization, development and exploitation of intellectual property. Our Tokyo team offers, in both Japanese and English, a full range of IP services, from patent analysis, to technology development and licensing, to adversarial licensing, cross licensing, and preparation and defense of litigation.

We are particularly active in the areas of information technology (including hardware and semiconductors) and software, life sciences and biotechnology, and industrial technology (including automotive), offering a combination of strong cross-border transactional and litigation experience, and in-depth knowledge of applicable intellectual property and regulatory issues.

In 2019, we won Intellectual Property Law Firm of the Year (International category) at the Asian Legal Business (ALB) Japan Law Awards, and we were named Technology, Media & Telecom M&A Legal Adviser of the Year at the Mergermarket Japan M&A Awards. We are also consistently ranked Tier 1 for Intellectual Property: International Firms (Japan) in Chambers Global, Chambers Asia-Pacific, and The Legal 500 Asia Pacific.

Some examples of our recent work include representing:

  • Toshiba in the $18 billion sale of Toshiba Memory Corporation to a consortium led by Bain Capital (the largest inbound semiconductor deal in Japanese history).
  • Renesas in its $6.7 billion acquisition of NASDAQ-listed Integrated Device Technology (IDT), a market-leading analog mixed-signal company, to create market-leading embedded solution capabilities.
  • Taisho Pharmaceutical in the purchase of French-based pharmaceutical manufacturer UPSA from Bristol-Myers Squibb for $1.6 billion, including the transfer and licensing of trademarks, marketing authorizations, and other intellectual property.
  • Nissan Motor in the sale of its electric vehicle battery business to Envision Group, a Chinese renewable energy firm. The transaction included the sale of Nissan’s lithium-ion battery operations in Japan, the U.S. and the UK, along with purchase arrangements for batteries for Nissan’s vehicles, extensive cross licenses between Nissan’s vehicle and the transferred battery businesses.
  • Fujitsu in its strategic partnership with Ericsson to develop, manufacture, commercialize and deliver end-to-end 5G network solutions and related services to major telecom service providers.

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Real Estate

Our real estate group is unique in its depth and scope as the largest Japan real estate practice of any international law firm with more than 20 attorneys, including 15 Japan-qualified lawyers. We represent clients at all stages of the real estate investment cycle, from fund formation, to project acquisition and financing, to project and portfolio sales, to public offering of real estate vehicles.

Close collaboration between our U.S. and Japanese lawyers allows us to provide seamless service for a wide variety of transactions under Japanese and U.S. law.

Our practice is consistently ranked Band 1 for Japan Real Estate by Chambers Asia-Pacific, including a listing in the elite “Star Individuals” category, as well as Tier 1 by The Legal 500 Asia Pacific, including three real estate partners listed in the Leading Individuals category.

Some examples of our recent work include representing:

  • GLP on the establishment of the largest ever Japan-focused logistics private real estate fund. GLP Japan Development Partners III (GLP JDP III) is expected to reach JPY625 billion (US$5.6 billion) of assets under management when fully invested.
  • Aetos Capital Real Estate in its sale of Simplex Investment Advisors, a Japanese real estate asset management firm, to Hulic Co., Ltd., a leading Japanese real estate operator, for approximately $1.3 billion.
  • Asia Pacific Land, who led an international consortium of investors, in the acquisition and subsequent sale of the Tokyo Shiba Park Building. As of acquisition closing, this was considered the largest single asset transaction in Japan since the Global Financial Crisis.
  • A leading global investment management firm in connection with the sale of the Sheraton Grande Tokyo Bay Hotel. The deal was awarded Real Estate Deal of the Year by Asian Legal Business (ALB) Japan Law Awards 2018.
  • NORTH AMERICA SEKISUI HOUSE, LLC (wholly owned subsidiary of SEKISUI HOUSE, LTD., Japan’s largest homebuilder) in acquisitions and joint ventures related to residential development projects across the United States. We also represented SEKISUI HOUSE, LTD., in its $468 million acquisition of U.S. homebuilder Woodside Homes Company, LLC, which significantly expanded SEKISUI HOUSE’s overseas business platform into the U.S. homebuilding market.

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Antitrust and Competition

Our Tokyo-based antitrust team is the largest of its kind among international firms in Japan and is comprised of Japanese, European, and U.S. qualified partners, including two former investigators with the Japan Fair Trade Commission (JFTC). We regularly advise Japanese and foreign clients across a wide range of industries on transactional matters and investigations, including:

  • JFTC and global antitrust investigations, both civil and criminal
  • Antitrust litigation in Japan and around the globe, both standalone claims and follow-on civil damages cases
  • Merger reviews and strategic antitrust counseling
  • Cartel, monopolization, and administrative fine (kachokin) cases
  • Unfair trade and deceptive advertising issues
  • Matters related to pricing policies, intellectual property licensing, patent pools, distribution arrangements, and trade associations

We are consistently recognized as a leading practice for Japan Competition/Antitrust by Chambers Asia-Pacific and by The Legal 500 Asia Pacific.

Recent high-profile transactions on which we provided antitrust-related advice include:

  • Toshiba’s $18 billion sale of its wholly owned subsidiary Toshiba Memory Corporation to a consortium led by Bain Capital.
  • Fujifilm’s $2.3 billion acquisition of Xerox’s 25% stake in Fuji Xerox.
  • Mitsubishi Heavy Industries’ $550 million carve-out acquisition of the regional jet program from Bombardier Inc.
  • Nissan’s sale of its electric battery operations and production facilities to Envision Group.
  • Taisho Pharmaceutical’s $1.6 billion acquisition of UPSA SAS from Bristol-Myers Squibb Company.
  • SoftBank’s joint venture with Toyota Motor to provide mobility services using autonomous vehicles.
  • Sumitomo Corporation’s joint venture with Japan Steel Works and Gerdau S.A., the largest steelmaker in Brazil, to make and sell parts for wind power generation.

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Litigation and Arbitration

Our litigation group is not only the largest of any international law firm in Japan, but is the only group with a dedicated team of 25 full-time litigation attorneys, more than half of whom are fluent in Japanese. As a result, we are ranked Tier 1 for Dispute Resolution: International Firms (Japan) by Chambers Asia Pacific and The Legal 500 Asia Pacific.

Our trial lawyers in Japan work seamlessly with our firm’s U.S. attorneys to provide creative and strategic approaches in commercial and intellectual property litigation in courts, administrative agencies, and arbitration venues. We are available locally, in real time, to interview witnesses and prepare them for deposition; gather and review key documents in Japanese; prepare trial strategy; and counsel clients in all aspects of litigation.

We have experience with a broad range of disputes, including:

  • IP litigation in Japan and all major U.S. jurisdictions
  • Complex commercial arbitration and litigation, from consumer class actions and product defect claims, to bet-the-company commercial disputes
  • Adversarial patent license negotiations
  • Global antitrust investigations and litigation, and investigations commenced by the Japan FTC
  • Internal investigations in Japan and the region on alleged accounting misstatements, product matters, construction defects, export control, whistleblower retaliation, and corrupt practices under the FCPA

Some examples of our recent work include representing:

  • Toshiba in its litigation and arbitration against SanDisk regarding a dispute over the Japanese firm’s sale of its $18 billion chip unit. The dispute involved three California state court proceedings, two Tokyo District Court cases and three ICC arbitrations. The matter was settled favorably after Toshiba successfully obtained favorable rulings before the California state court and the arbitral tribunal.
  • Nikon in a global patent dispute with cases filed in the United States, The Netherlands, Japan, Germany, and France. We defended Nikon in the following U.S. patent litigation matters initiated by Carl Zeiss and ASML:  ITC Investigation No. 337-TA-1059 relating to digital cameras, ITC Investigation Nos. 337 TA-1128, -1129, and -1137 relating to lithography systems, and U.S. District Court Case Nos. 2:17-cv-03221 and 2:17-cv-07083 in the Central District of California. The U.S. district court cases were tried before juries and in each trial we won a complete defense verdict in favor of Nikon.
  • Hitachi Metals, Ltd. in its investigation before the United States ITC regarding infringement of certain Hitachi Metals U.S. patents by the sale into the United States of certain sintered Nd-Fe-B magnets. The case was originally brought against 29 respondents, including magnet manufacturers based in China.
  • Renesas Electronics Corporation, Renesas Electronics America, and Socionext Inc. in an investigation brought by Broadcom Corporation at the ITC, Investigation No. 337-TA-1119 (In re Certain Infotainment Systems, Components Thereof, and Automobiles Containing the Same). 
  • Successfully obtained a favorable ruling in a JCAA arbitration for Sanyo Electric. Defendants tried to overturn the arbitral award and in 2017 the Japan Supreme Court upheld our arguments and remanded the case back to the Osaka High Court.

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Compliance and Investigations

Our compliance and investigations practice builds on the firm’s broad and deep capabilities both in Japan and worldwide. We assist Japanese and foreign clients before regulators abroad, as well as here in Japan. We regularly conduct investigations relating to compliance with data-protection, anti-corruption, antitrust, labor, fraud, and export-control laws, as well as revenue recognition and other accounting issues.

Our clients include top global companies, both based in Japan and abroad, as well as audit committees, independent directors, special committees, and individual employees. With over 30 years in Japan, we understand the issues faced by companies dealing with investigations and compliance matters in Japan and the local best practices.

Our investigators conduct effective and cost-efficient internal investigations, leveraging our global footprint. We engage in quick, accurate, and reliable fact-finding, and provide practical legal and regulatory advice based on the facts we uncover.

We help our clients manage their compliance risk by implementing compliance programs, including codes of ethics, insider trading prevention programs, whistleblower protections, disclosure policies, and audit committee policies. We also frequently conduct risk assessment analyses, compliance audits, and compliance training at client sites in Japan and abroad.

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Capital Markets

Our Japan practice is distinguished by strong and experienced Japanese and U.S. capital market teams, having been involved in Tokyo-based offerings that have raised over $70 billion since 2002. Our core team of bilingual lawyers are committed to practicing in the Tokyo market, and have a deep understanding of Japanese business customs and practices.

We are also distinguished by our regular representation of issuers and underwriters in a wide range of debt and equity offerings in Japan and across the globe, including both registered transactions and unregistered offerings in reliance on Rule 144A and Regulation S. Additionally, we frequently represent issuers and advisors in connection with SEC filings and related advice in connection with business combinations for Japanese issuers.

The capital markets practice is consistently ranked Tier 1 for Japan Capital Markets by IFLR1000, and noted as a leading firm in Japan by Chambers Asia Pacific and The Legal 500 Asia Pacific.

Some examples of our recent work include representing:

  • Japan (Ministry of Finance) in connection with its periodic reporting with the U.S. Securities and Exchange Commission for sovereign debt obligations.
  • SoftBank Group Corp. on offerings of guaranteed senior notes and liability management exercises in respect the same.
  • Japan Display Inc.’s approximately JPY35 billion global follow-on offering to overseas financial institutional investors and a domestic business partner.
  • Toshiba and Innovation Network Corporation of Japan on their $2.4 billion divestiture of Landis+GYR Group AG.
  • Japan International Cooperation Agency (JICA), a Japanese Incorporated Administrative Agency, in its SEC-registered shelf registration and global offerings.

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Project Finance and Energy

Our world-class project finance team has extensive experience around the globe advising on some of the largest and most complex project developments and limited recourse financings in the energy and infrastructure sectors. Our holistic, one-stop business solution, coupled with our overarching commitment to delivering success for our clients, makes us the first choice for leading energy and infrastructure companies worldwide.

We are recognized as one of the leading project finance teams in Asia, providing region-wide coverage in all core areas. Led by three partners, our Tokyo team operates globally across industry sectors focused on renewable and conventional power, oil & gas (including LNG and gas-to-power), mining, petrochemicals, infrastructure development, and transportation projects. We understand the contractual, statutory, and practical mechanics and dynamics associated with long-term, limited recourse single-asset financings and we know how to structure projects to attract financial institutions and the investment banking community, while preserving the interests of the sponsors and project. We represent sponsors, lenders, and construction contractors.

Within Japan, we are particularly active advising clients in the renewable energy industry, and have represented different project sponsors and lenders in the licensing, acquisition, development, limited recourse financing and sale of over 2,000 MW of solar and other renewable energy projects throughout the country.

Our team is consistently ranked Tier 1 for Projects & Energy: International Firms (Japan) by The Legal 500 Asia Pacific and we are recognized as a leading Japan Project Finance practice in Chambers Asia Pacific and IFLR1000.

Recent project finance transactions on which we have advised include:

  • Mexican Wind & Solar Power Project JV. We represented Tokyo Gas in its investment in a joint venture with ENGIE to develop and operate two wind projects and four solar photovoltaic projects located in Mexico, with an expected aggregate generating capacity of 720MW.
  • Japan Solar Project Portfolio Sale. We represented X-Elio Energy, a leading Spanish renewable energy developer, in its divestment of a portfolio of Japanese solar assets consisting of four operating plants and three plants under construction with an aggregated capacity of 187 MW, to a consortium formed by Japanese institutional investors.
  • Indian Solar Power Project. We represented SoftBank in the development and project financing of a 250MW solar project in Andhra Pradesh, India.
  • Freeport LNG Liquefaction Facility. We represented JERA Co., Inc. and Osaka Gas Co., Ltd in their $1.2 billion equity investment, debt financing, and long-term LNG liquefaction tolling agreement with a 3 train LNG liquefaction facility under development in Texas by Freeport LNG. This transaction was awarded Global Project Finance Deal of the Year by The American Lawyer, Deal of the Year for the Americas by Project Finance International, and North American Oil & Gas Deal of the Year by IJGlobal.
  • Chilean Copper & Molybdenum Mine Acquisition and Project Financing (Caserones). We represented Mitsui & Co., Ltd. in its investment in SCM Minera Lumina Copper Chile, and subsequently represented the project company in its $1.4 billion limited recourse project financing and offtake arrangements for the Caserones Copper and Molybdenum Mining Project in the Atacama region of Chile, with Mitsui and Pan Pacific Copper Co., Ltd., as project sponsors. The transaction was named Latin America Mining Deal of the Year by Project Finance Magazine.

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Global Strategic Alliances and Joint Ventures

We advise Japanese and foreign companies in all aspects of the formation, financing, operation, restructuring, and governance of strategic alliances and joint ventures. Our Japan team has led in the formation of numerous Japan-based and cross-border joint ventures and strategic alliances in many sectors, including telecommunications, Internet, chemicals, pharmaceuticals, life sciences, consumer products, banking, and financial services.

Some examples of our recent work include representing:

  • Hitachi in the formation of a global air conditioning joint venture with Johnson Controls, integrating the companies’ market leading HVAC businesses. Johnson Controls obtained a 60 percent ownership stake in Hitachi Appliances’ more than $2.6 billion global air conditioning business.
  • TDK in the formation of its $3 billion joint venture with Qualcomm to provide industry leading radio frequency front-end (RFFE) modules and RF filters for mobile devices, drones, robotics, and automotive applications.
  • SoftBank in establishing a Japan joint venture with Toyota Motor. The joint venture company, MONET Technologies Corporation, will provide new mobility services to Japanese customers.
  • Charoen Pokphand Group (CPG), a Thailand-based conglomerate, in its $1.8 billion cross investment and strategic alliance with ITOCHU Corporation.
  • Fujitsu and its subsidiary, Fujitsu Semiconductor (FSL), in its establishment of Socionext Inc., a joint venture with Panasonic and the Development Bank of Japan to integrate FSL’s and Panasonic’s system LSI businesses.
  • 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.
  • Palantir Technologies in its formation with Sompo Holdings of a joint venture company, Palantir Technologies Japan KK, to market and deploy Palantir’s industry-leading data analytics software and services to customers in Japan.

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Experience

  • We represented SoftBank in its £24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and software design company ARM Holdings. The transaction was the largest ever cross-border acquisition by a Japanese company (and the largest ever cash acquisition of a UK company). Named M&A Deal of the Year 2017 by The Asian Lawyer’s Asia Legal Awards and by Asian Legal Business’ (ALB) Japan Law Awards.

  • We represented SoftBank in its $21.6 billion acquisition of a 78% interest in U.S. wireless operator Sprint. The transaction was the largest U.S. M&A transaction of 2013 and, when announced, the largest cross-border acquisition by a Japanese company (now second to SoftBank’s acquisition of ARM Holdings, a transaction that we handled for SoftBank in 2016).

  • We represented Toshiba Corporation on the $18 billion sale of its wholly owned subsidiary Toshiba Memory Corporation to a consortium led by Bain Capital. The transaction is the largest Japanese inbound M&A deal since 2011, as well as both the largest private equity and leveraged finance deal ever in Asia. Named M&A Deal of the Year, TMT Deal of the Year, and Japan Deal of the Year by Asian Legal Business (ALB) Japan Law Awards 2018.

  • Following our 2017 representation of SoftBank in its $5 billion investment in Xiaoju Kuaizhi Inc. (Didi), China’s leading ride-hailing and mobile transportation platform – reported as the largest ever venture financing and largest ever foreign technology investment in the PRC – in 2018 we represented SoftBank in connection with further $3.6 billion primary and $1 billion secondary purchases of Didi shares.

  • We represented SoftBank in its $7.7 billion primary and secondary investment as part of a $9.3 billion sale of stock by Uber. This is the largest ever private secondary transaction in the technology space.

  • We represented Renesas Electronics Corporation in its $6.7 billion acquisition of NASDAQ-listed Integrated Device Technology (IDT), a market-leading analog mixed-signal company, to create market-leading embedded solution capabilities.

  • We represented Renesas Electronics Corporation in its $3.2 billion acquisition of 100% of U.S. semiconductor developer Intersil Corporation, a leading supplier of semiconductors to the automotive industry.

  • We Represented FUJIFILM Holdings and Fuji Xerox, a 75%-25% joint venture between Fujifilm and Xerox, in connection with the acquisition by Fujifilm of Xerox’s 25% stake in Fuji Xerox for an aggregate purchase price of $2.3 billion.

  • We represented Taisho Pharmaceutical in its agreement to purchase French-based pharmaceutical products manufacturer UPSA from Bristol-Myers Squibb for $1.6 billion. The transaction consisted of a share purchase of the UPSA entity and separate asset purchases related to the UPSA business in 10 other jurisdictions, including trademarks, marketing authorizations, other intellectual property, and inventory.

  • We are representing Yahoo Japan Corporation in its $3.7 billion tender offer for a majority interest in ZOZO, Inc., a Japanese E-commerce company that operates Internet shopping websites including ZOZOTOWN, a leading online fashion retailer in Japan.

  • We represented TDK in the formation of its $3 billion joint venture with Qualcomm to provide industry leading radio frequency front-end (RFFE) modules and RF filters for mobile devices, drones, robotics, and automotive applications.

  • We represented Nissan Motor in the sale of its electric battery operations and production facilities to Envision Group, a Chinese renewable energy firm. The transaction included the sale of Nissan’s lithium-ion battery joint venture with NEC Corporation, Automotive Energy Supply Corporation, along with Nissan’s battery manufacturing operations in Japan, the U.S. and the UK.

  • We advised Toshiba and Innovation Network Corporation of Japan (INCJ) on their $2.4 billion, dual-track divestiture of energy management solutions provider Landis+Gyr Group AG. The deal was completed through an IPO of Landis+Gyr’s shares in Switzerland and concurrent unregistered offerings to institutional investors in the U.S. and other jurisdictions.

  • We represented Hitachi, Ltd., in its $1.245 billion acquisition of the Sullair brand air compressor manufacture and sale business from Accudyne Industries.

  • We represented Hitachi in its formation of a global air conditioning joint venture with Johnson Controls, integrating the companies’ market leading HVAC businesses. Johnson Controls obtained a 60 percent ownership stake in Hitachi’s $2.6 billion air conditioning business. The deal was named one of Asian-MENA Counsel’s Deals of the Year.

  • We represented Hitachi in the sale of its hard disk drive subsidiary, Hitachi Global Storage Technologies to Western Digital for $4.8 billion. At the time of sale, HGST had over 40,000 employees worldwide and was one of the world’s leading HDD manufacturers. We also represented Hitachi in acquiring IBM’s HDD business in 2005, and in combining that business with Hitachi’s existing operations to form HGST. The deal was named one of Asian-MENA Counsel’s Deals of the Year.

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