Ivan G. Smallwood

Ivan G. Smallwood

Partner

Education

University of California, Berkeley (B.A., 1994)
University of Michigan Law School (J.D., 2000)

Practices

Bar Admissions

California
Japan (Gaikokuho-Jimu-Bengoshi)

Ivan Smallwood is a partner in the Corporate Department of Morrison & Foerster’s Tokyo Office. Mr. Smallwood’s practice focuses on mergers and acquisitions transactions, covering a broad range of strategic transactions in the financial, technology and telecommunications industries. Mr. Smallwood has been ranked in the Corporate/M&A category by Chambers Asia Pacific since the 2010 edition and by Chambers Global since the 2014 edition. He is listed in The Best Lawyers in Japan since the 2014 edition for Corporate and M&A Law. He was also recommended in Corporate/M&A by The Legal 500 Asia Pacific 2018 edition and received honorable mention in the TMT category for the 2016 edition.

Toshiba’s $18 billion sale of Toshiba Memory Corporation.
Representing Toshiba Corporation on the $18 billion sale of its wholly owned subsidiary Toshiba Memory Corporation to a consortium led by Bain Capital, and which includes SK Hynix, HOYA Corp., Apple, Seagate, Kingston, and Dell. The transaction is reported to be the largest Japanese M&A deal since 2011, as well as both the largest private equity and leveraged finance deal ever in Asia.
SoftBank’s £24.3 billion ($31.4 billion) acquisition of ARM Holdings plc.
Represented SoftBank on its £24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and software design company ARM Holdings plc. The transaction is the largest ever cross-border acquisition by a Japanese company (as well as the largest ever all cash investment into the United Kingdom).
Toshiba’s joint fab with SanDisk for manufacture of 3D flash memory.
Represented Toshiba in its arrangements with SanDisk Corporation for joint production of next-generation 3D BiCS Flash memory. This included the extension and renegotiation of the parties' "Flash Partners" joint venture; the construction and funding of additional facilities and cleanroom space in Yokkaichi, Japan; and related commercial, IP, and environmental matters.
SoftBank’s $21.6 billion acquisition of Sprint.
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 2012. It is also the second largest cross-border acquisition by a Japanese company (second only to SoftBank’s proposed acquisition of ARM Holdings).
Sprint’s $4 billion take private of Clearwire.
Represented SoftBank in connection with the acquisition by Sprint Nextel of the approximately 50% of the equity of Clearwire Corporation that Sprint does not already own for a purchase price of approximately $4 billion, resulting in a total Clearwire enterprise value of approximately $14 billion.
Alibaba’s initial public offering on the NYSE.
Represented SoftBank, Alibaba’s largest shareholder, in Alibaba’s initial public offering of American Depository Shares on the New York Stock Exchange. The IPO was the largest ever IPO on the NYSE, initially valuing Alibaba at $168 billion.
Alibaba’s restructuring of its financial services business.
Represented SoftBank in the restructuring of Alibaba’s financial services businesses. The restructuring, undertaken in preparation for Alibaba’s IPO, secured and extended Alibaba’s long-term economic participation in Alipay and its broader financial services business.
Alibaba's $7.6 billion share repurchase.
Represented SoftBank in a three-way transaction between SoftBank, Yahoo and Alibaba in which Alibaba repurchased half of Yahoo’s shares in the company for $7.6 billion, the parties re-stated their shareholders agreements, and SoftBank became Alibaba’s largest shareholder. This transaction was one of the largest technology transactions of 2012, and is the largest ever investment/M&A transaction between a Japanese company and Chinese company.
Alibaba’s $4 billion restructuring of Alipay.com
Represented SoftBank in the Alibaba Group's $4 billion restructuring of its holdings in Alipay, China's largest online payment system, to address regulatory requirements relating to foreign ownership of online payment systems in China.
SoftBank’s $2 billion acquisition of Brightstar.
Represented SoftBank in its acquisition of Miami-based Brightstar Corp., the world's largest specialized wireless distributor. The transaction took place in two steps: (i) an initial acquisition of a 57 percent stake for $1.26 billion and (ii) a subsequent acquisition of the remaining outstanding interests.
SoftBank’s $1 billion investment in Coupang.
Represented SoftBank in its $1 billion investment in Coupang, the fastest growing standalone e-commerce player in Korea. This is the largest-ever Internet investment in South Korea.
SoftBank’s strategic partnership with Legendary Entertainment.
Represented SoftBank in its $250 million investment in Legendary Entertainment. As part of the investment, SoftBank and Legendary will form a joint venture to develop and promote Legendary’s film rights, with a particular focus on the China and India markets.
SoftBank’s investment in KuaiDi Dache.
Represented SoftBank in its investment in KuaiDi Dache, a leading mobile taxi booking app provider in China. The $600 million financing round also included Alibaba and Tiger Global.
MUFG's $5 billion combination of its securities business with Morgan Stanley (Japan).
Represented Mitsubishi UFJ Financial Group (MUFG) in the $5 billion combination of its securities business, Mitsubishi UFJ Securities Co, Ltd. (MUS), with Morgan Stanley Japan to form one of Japan's 4 largest investment banks. 
Toshiba’s $2 billion joint venture with SanDisk.
Represented Toshiba in its $2 billion joint venture with SanDisk to develop and manufacture new state of the art NAND flash memory devises in Yokkaichi, Japan.  Also represented Toshiba in restructuring the parties prior flash memory joint ventures, including in Toshiba’s acquisition of $1.8 billion of equipment from the joint ventures.
Toshiba Power Systems’ $300 million venture with NRG Energy.
Represented Toshiba Power Systems in its $300 million venture with Princeton, NJ-based NRG Energy Inc. The joint venture combined NRG’s in-process permits for two major nuclear power facilities in South Texas, with $300 million in capital contributions from Toshiba, and serve as the parties’ primary vehicle to develop nuclear power projects in North America based on Toshiba’s “ABWR” (advanced boiling water reactor) design. 
Ricoh/IKON Office Solutions.
Represented Ricoh Company, Ltd., Japan's second-largest maker of office machines, in its $1.6 billion acquisition of IKON Office Solutions, Inc., the world's largest independent channel for document management systems. (2008) 
Citigroup's $4.6 billion tender offer for Nikko Cordial.
Represented GCA and Greenhill, as joint financial advisors to Nikko Cordial's board, in connection with Citigroup's $4.6 billion offer for Nikko Cordial. This transaction completed the largest ever foreign acquisition of a Japanese company, and marked the first time that shares of a foreign company were offered in a "kabushiki kokan" (statutory share exchange) transaction in Japan. 
GCA's $780 million acquisition of Savvian
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 involved the first use of Japan's "kabushiki iten" (share transfer) transaction structure in a combination with a US company.
Toshiba’s acquisition of Bridgelux GaN/Si business.
Represented Toshiba in its acquisition of gallium nitride-on-silicon LED technology and related business assets of Bridgelux, a California-based developer of LED lighting technologies and solutions.
Toshiba’s $18 billion sale of Toshiba Memory Corporation.
Representing Toshiba Corporation on the $18 billion sale of its wholly owned subsidiary Toshiba Memory Corporation to a consortium led by Bain Capital, and which includes SK Hynix, HOYA Corp., Apple, Seagate, Kingston, and Dell. The transaction is reported to be the largest Japanese M&A deal since 2011, as well as both the largest private equity and leveraged finance deal ever in Asia.
SoftBank’s £24.3 billion ($31.4 billion) acquisition of ARM Holdings plc.
Represented SoftBank on its £24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and software design company ARM Holdings plc. The transaction is the largest ever cross-border acquisition by a Japanese company (as well as the largest ever all cash investment into the United Kingdom).
Toshiba’s joint fab with SanDisk for manufacture of 3D flash memory.
Represented Toshiba in its arrangements with SanDisk Corporation for joint production of next-generation 3D BiCS Flash memory. This included the extension and renegotiation of the parties' "Flash Partners" joint venture; the construction and funding of additional facilities and cleanroom space in Yokkaichi, Japan; and related commercial, IP, and environmental matters.
SoftBank’s $21.6 billion acquisition of Sprint.
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 2012. It is also the second largest cross-border acquisition by a Japanese company (second only to SoftBank’s proposed acquisition of ARM Holdings).
Sprint’s $4 billion take private of Clearwire.
Represented SoftBank in connection with the acquisition by Sprint Nextel of the approximately 50% of the equity of Clearwire Corporation that Sprint does not already own for a purchase price of approximately $4 billion, resulting in a total Clearwire enterprise value of approximately $14 billion.
Alibaba’s initial public offering on the NYSE.
Represented SoftBank, Alibaba’s largest shareholder, in Alibaba’s initial public offering of American Depository Shares on the New York Stock Exchange. The IPO was the largest ever IPO on the NYSE, initially valuing Alibaba at $168 billion.
Alibaba’s restructuring of its financial services business.
Represented SoftBank in the restructuring of Alibaba’s financial services businesses. The restructuring, undertaken in preparation for Alibaba’s IPO, secured and extended Alibaba’s long-term economic participation in Alipay and its broader financial services business.
Alibaba's $7.6 billion share repurchase.
Represented SoftBank in a three-way transaction between SoftBank, Yahoo and Alibaba in which Alibaba repurchased half of Yahoo’s shares in the company for $7.6 billion, the parties re-stated their shareholders agreements, and SoftBank became Alibaba’s largest shareholder. This transaction was one of the largest technology transactions of 2012, and is the largest ever investment/M&A transaction between a Japanese company and Chinese company.
Alibaba’s $4 billion restructuring of Alipay.com
Represented SoftBank in the Alibaba Group's $4 billion restructuring of its holdings in Alipay, China's largest online payment system, to address regulatory requirements relating to foreign ownership of online payment systems in China.
SoftBank’s $2 billion acquisition of Brightstar.
Represented SoftBank in its acquisition of Miami-based Brightstar Corp., the world's largest specialized wireless distributor. The transaction took place in two steps: (i) an initial acquisition of a 57 percent stake for $1.26 billion and (ii) a subsequent acquisition of the remaining outstanding interests.
SoftBank’s $1 billion investment in Coupang.
Represented SoftBank in its $1 billion investment in Coupang, the fastest growing standalone e-commerce player in Korea. This is the largest-ever Internet investment in South Korea.
SoftBank’s strategic partnership with Legendary Entertainment.
Represented SoftBank in its $250 million investment in Legendary Entertainment. As part of the investment, SoftBank and Legendary will form a joint venture to develop and promote Legendary’s film rights, with a particular focus on the China and India markets.
SoftBank’s investment in KuaiDi Dache.
Represented SoftBank in its investment in KuaiDi Dache, a leading mobile taxi booking app provider in China. The $600 million financing round also included Alibaba and Tiger Global.
MUFG's $5 billion combination of its securities business with Morgan Stanley (Japan).
Represented Mitsubishi UFJ Financial Group (MUFG) in the $5 billion combination of its securities business, Mitsubishi UFJ Securities Co, Ltd. (MUS), with Morgan Stanley Japan to form one of Japan's 4 largest investment banks. 
Toshiba’s $2 billion joint venture with SanDisk.
Represented Toshiba in its $2 billion joint venture with SanDisk to develop and manufacture new state of the art NAND flash memory devises in Yokkaichi, Japan.  Also represented Toshiba in restructuring the parties prior flash memory joint ventures, including in Toshiba’s acquisition of $1.8 billion of equipment from the joint ventures.
Toshiba Power Systems’ $300 million venture with NRG Energy.
Represented Toshiba Power Systems in its $300 million venture with Princeton, NJ-based NRG Energy Inc. The joint venture combined NRG’s in-process permits for two major nuclear power facilities in South Texas, with $300 million in capital contributions from Toshiba, and serve as the parties’ primary vehicle to develop nuclear power projects in North America based on Toshiba’s “ABWR” (advanced boiling water reactor) design. 
Ricoh/IKON Office Solutions.
Represented Ricoh Company, Ltd., Japan's second-largest maker of office machines, in its $1.6 billion acquisition of IKON Office Solutions, Inc., the world's largest independent channel for document management systems. (2008) 
Citigroup's $4.6 billion tender offer for Nikko Cordial.
Represented GCA and Greenhill, as joint financial advisors to Nikko Cordial's board, in connection with Citigroup's $4.6 billion offer for Nikko Cordial. This transaction completed the largest ever foreign acquisition of a Japanese company, and marked the first time that shares of a foreign company were offered in a "kabushiki kokan" (statutory share exchange) transaction in Japan. 
GCA's $780 million acquisition of Savvian
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 involved the first use of Japan's "kabushiki iten" (share transfer) transaction structure in a combination with a US company.
Toshiba’s acquisition of Bridgelux GaN/Si business.
Represented Toshiba in its acquisition of gallium nitride-on-silicon LED technology and related business assets of Bridgelux, a California-based developer of LED lighting technologies and solutions.

Mr. Smallwood has been ranked in the Corporate/M&A category by Chambers Asia Pacific since the 2010 edition and by Chambers Global since the 2014 edition. He is listed in The Best Lawyers in Japan since the 2014 edition for Corporate and M&A Law. He was also recommended in Corporate/M&A by The Legal 500 Asia Pacific 2018 edition and received honorable mention in the TMT category for the 2016 edition.

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