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MoFo Advises Sumitomo Forestry on Its USD 4.5 Billion Strategic Combination with Tri Pointe Homes

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Morrison Foerster (“MoFo”) advised Sumitomo Forestry Co., Ltd. (“Sumitomo Forestry”) (TSE: 1911) on a definitive agreement to...

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Morrison Foerster (“MoFo”) advised Sumitomo Forestry Co., Ltd. (“Sumitomo Forestry”) (TSE: 1911) on a definitive agreement to acquire Tri Pointe Homes, Inc. (“Tri Pointe Homes”) (NYSE: TPH) in an all-cash transaction valued at approximately USD 4.5 billion (approximately JPY 689 billion at a JPY:USD conversion rate of 153:1). Sumitomo Forestry and Tri Pointe Homes are united by a shared commitment to thoughtful growth, design-forward communities, and locally led operations.Founded in 2009, Tri Pointe Homes has grown into one of the nation’s leading homebuilders with a strong presence across the Western, Southwestern, and Southeastern United States. The combination enhances Sumitomo Foresty’s geographic diversification, while adding Tri Pointe Homes’s premium lifestyle brand, strong operating model, and deep local relationships. The combination is expected to create greater financial capacity to support an increase in the number of affordable, high-quality homes that both companies can deliver to U.S. homebuyers.The global MoFo team advising Sumitomo Forestry was led by Randy Laxer, Tokyo partner and co-head of our Asia M&A/PE Practice, and Joe Sulzbach, New York M&A partner. Randy and Joe are supported by corporate associates Bryce Gray, Vonnie Nam, Ning Ning, Hilary Lee, and Hannah Kim. Valuable assistance was provided by finance partners Yuhki Asano, Eric Min, and Yemi Tépé, executive compensation partner Domnick Bozzetti, financial services partner Jeremy Mandell, and senior of counsel Kenneth Kohler, employment and labor partner Eric Tate, capital markets partner John Owen, and antitrust partners Bradley Lui and Kerry Jones.Completion of the transaction is expected in the first half of 2026, subject to certain conditions, including approval of the merger by Tri Pointe Homes’s stockholders and other customary conditions. More information can be found in <a href="https://sfc.jp/english/news/pdf/20260213_Notice_Regarding_the_Acquisition_of_Shares.pdf" target="_blank">Sumitomo Forestry’s press release</a>.

MoFo Advises Sumitomo Forestry on Its USD 4.5 Billion Strategic Combination with Tri Pointe Homes

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Randy Laxer is the Co-Head of the Asia M&A/PE Practice. His experience includes over 20 years in Japan representing clients on numerous Japan private equity buyouts and investments, cross-border mergers and acquisitions, international joint ventures, and minority investments in various industries, including high technology, life sciences, and media.Randy has been selected as one of “Asia’s Top 15 M&A Lawyers” by Asian Legal Business and also is recommended for his M&A and corporate law expertise by Chambers Global (2025), Chambers Asia-Pacific (2025), IFLR1000 (2024), and The Legal 500 Asia Pacific (2025). Client comments about Randy include the following:“Randy Laxer is the lawyer I personally trust most in cross-border M&A.” (The Legal 500 Asia Pacific)“When conducting cross-border M&A transactions with a high degree of difficulty, consider using [Randy].” (The Legal 500 Asia Pacific)“Randy has always shown commitment [to this client]” and “is on-top not just of the theme but also of details of any deliverables, oral presentation, negotiation or side-chat seamlessly” (The Legal 500 Asia Pacific).Randy received his J.D cum laude from the University of Michigan Law School and attended Konan University in Kobe, Japan and Stanford University’s Inter-University Center for Japanese Studies. He is fluent in Japanese and is also a registered Gaikokuho-Jimu-Bengoshi and a member of the Daini Tokyo Bar Association.

Randy Laxer

Partner

Joe Sulzbach is a partner in the Transactions Department, focusing on mergers and acquisitions and private equity. He is also co-chair of the Semiconductors Industry Group. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), industrial, chemicals, consumer goods and retail, energy, healthcare and pharmaceuticals, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Evercore Partners, Greenhill, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>SoftBank Group Corp. on its $4 billion acquisition of DigitalBridge Group, Inc., a leading global alternative asset manager dedicated to investing in digital infrastructure.</li></ul><ul><li>CPE on its strategic partnership with Restaurant Brands International Inc., under which CPE will invest $350 million in Burger King China.</li><li>Plymouth Industrial REIT, Inc. in its $2.1 billion sale to an affiliate of Makarora Management LP and Ares Alternative Credit funds.</li></ul><ul><li>Veeco Instruments Inc. in its $5.2 billion merger with Axcelis Technologies, Inc.</li><li>BearingPoint, an independent management and technology consultancy firm, on its joint venture with ABeam Consulting.</li><li>SoftBank Group Corp. on its $2 Billion investment Intel Corporation. </li><li>Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, the iconic casual dining and sports entertainment chain.</li><li>Shaklee Corporation in its acquisition of substantially all the assets of Modere.</li></ul><ul><li>Infineon Technologies AG in its $2.5 billion acquisition of Marvell Technology’s automotive ethernet business.</li><li>SoftBank Group Corp. in its proposed up to $40 billion investment in OpenAI, America’s premier artificial intelligence (AI) company and developer of the transformational large language models that are driving the AI revolution.</li><li>Infineon Technologies AG in the sale of its Austin, TX foundry to SkyWater Technology.</li><li>NorthStar Healthcare Income, Inc. in its $900 million sale to an affiliate of Welltower Inc.</li><li>Cartica Acquisition Corp in its $2.75 billion business combination with Nidar Infrastructure Limited, India’s leading data center provider for artificial intelligence and high-performance compute services.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

Bryce Gray is a corporate associate in the firm’s Tokyo office.Bryce’s practice focuses on mergers and acquisitions, joint ventures, capital markets and compliance matters. He represents companies in a variety of industries in connection with cross-border transactions. In addition, Bryce regularly advises public companies on securities regulatory compliance and disclosure matters.Bryce co-authored “Positive Convergent Trends Contribute to Active Japanese M&A Market” for IFLR in September 2025. The article highlights developments such as improved corporate governance, the growing influence of shareholder activists, updated takeover guidelines, and the significant rise of private equity transactions.Bryce has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Capital Markets Law, Corporate and M&A Law.A native English speaker, Bryce is also fluent in Japanese.Bryce received his J.D. from the Boston University School of Law and his B.A. in both English and History from Rice University.

Bryce Gray

Associate

Vonnie Nam is a corporate associate in the firm's New York office.Vonnie has experience in corporate and securities transactions, including mergers and acquisitions, securities offerings and general corporate governance matters. Before joining Morrison Foerster’s Transactions Department, Vonnie was a summer associate in the New York office.Vonnie earned her J.D. from the New York University School of Law, where she was a member of the Business Law Transactions Clinic. She holds a B.S. in Media, Culture, and Communications, cum laude, from New York University.<h4>Representative Experience</h4><ul><li>Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in the USD333 million sale to PLBY Group, Inc. (Nasdaq: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy.</li></ul>

Vonnie Nam

Ning Ning is a corporate associate in Morrison Foerster’s Tokyo office.Ning received her J.D. from Duke University School of Law, where she served as a student attorney for the Start-Up Ventures Clinic and represented early-stage businesses on a variety of corporate matters. She received her B.A. in Psychology and in Japanese with honors from Washington University in St. Louis. From 2010 to 2012, Ning studied at Waseda University in Tokyo and was a recipient of the 125th Anniversary Scholarships. Ning is fluent in English and Mandarin.Ning has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Corporate and M&A Law.

Ning Ning

Hilary Lee is a corporate associate in Morrison Foerster’s Tokyo office.Prior to joining the firm, Hilary worked at another international law firm and on the credit legal team of a leading private equity firm in New York.Hilary received her J.D. from the University of California College of the Law, San Francisco and B.A. from the University of California, San Diego.Hilary is admitted to practice law in the state of New York.

Hilary Lee

Hannah is a corporate associate in Morrison Foerster’s New York office.Hannah focuses her practice on Mergers & Acquisitions and Capital Markets. She represents issuers in connection with securities offerings, securities regulation as well as related corporate governance matters. She advises on domestic mergers and acquisitions as well as private equity transactions across various industries.﻿Hannah earned her J.D. from Columbia Law School. While at law school, Hannah was a member of the Columbia Journal of Asian Law. She also holds a B.A. from Rice University.Hannah is fluent in Korean.

Hannah Kim

Yuhki Asano is a partner of Morrison Foerster Law Offices. Yuhki has broad experience in various finance-related areas, including project and finance, cross-border real estate transactions, acquisition finance, and fund formation.Yuhki is recommended in Japan: Projects and Energy (2024) and Japan: Banking and Finance (2025) in The Legal 500 Asia Pacific. He has also been recognized in The Best Lawyers in Japan for Banking and Finance Law.From 2013 to 2014, Yuhki worked for the New York branch of one of the major Japanese banks and was engaged in cross-border finance transactions.Yuhki received his LL. B. from the Kyoto University, and graduated from the Legal Training and Research Institute of the Supreme Court of Japan (59th Trainee). He received his LL. M. from the University of California, Berkeley. Yuhki is a bengoshi admitted to practice in Japan (member of the Dai-Ichi Tokyo Bar Association) and a qualified lawyer in New York.<h4 dir="ltr">Representative Experience</h4><ul><li dir="ltr">Represent an international PE fund as sponsor, owner, and developer in the approximately JPY 27 billion limited-recourse, long-term project financing of a 60.5 MW solar power project located in Kyoto, Japan. The financing was arranged by SBI Shinsei Bank Ltd. and the lenders included Sanju-San Bank Ltd.</li><li dir="ltr">Represented a foreign sponsor/developer in the JPY 10.6 billion limited-recourse long-term financing of four solar power projects with an aggregate capacity of 24.23 MW (AC) located in Nasushiobara-shi, Tochigi Prefecture, Japan.</li><li dir="ltr">Represented a foreign sponsor/developer in the JPY 4 billion limited-recourse long-term financing of an approximately 21 MW (AC) solar power project located in Iwaki-shi, Fukushima Prefecture, Japan.</li></ul>

Yuhki Asano

Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Yemi Tépé is Asia Head of the Finance Group of Morrison Foerster. With more than 25 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, digital infrastructure and data center financings, debt restructurings, margin loans, and subscription line and NAV financings.Her clients include global and regional private equity sponsors, multi-national corporations, leading international and regional banks and private credit funds.Yemi sits on MoFo’s Board of Directors, Global Finance Committee, Community Advisory Board and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Domnick advises the firm’s clients on all matters relating to executive compensation, with a focus on compensation and benefits aspects of corporate transactions, including mergers, spin-offs and initial public offerings. Domnick also advises a broad range of clients on design and implementation of equity and cash-based incentive arrangements (including compensatory partnership interests), severance, change in control and executive employment agreements, non-qualified deferred compensation plans and related issues concerning tax (including sections 280G and 409A) and securities law issues. His clients range from Fortune 500 companies to emerging growth companies.Domnick also works regularly with public companies in preparing executive compensation disclosures for annual proxy statements and merger proxies, as well as advising on section 16 and other securities law and stock exchange issues relating to equity-based compensation.

Domnick Bozzetti

Jeremy Mandell is the lead of our Financial Services Group. His practice focuses on financial services regulation, with particular attention to payment and emerging payment issues.Jeremy advises bank, non-bank, and fintech clients on financial services regulatory issues, including issues arising under the Electronic Fund Transfer Act, the Truth in Lending Act, and the Equal Credit Opportunity Act. He has particular experience working on issues related to interbank and emerging payments systems, including blockchain-based payment solutions and stablecoin platforms. He has counseled clients with award-winning apps and innovative products and services on complex issues, bringing a practical, broad-market perspective to product development, ongoing compliance needs, and regulatory engagement.He also has extensive experience working with banks and non-banks on strategic partnerships. As partnerships between banks and fintechs become more prevalent, Jeremy draws on this experience to advise clients on the financial services regulatory and commercial issues that arise in the context of these partnerships.Jeremy is co-editor of The Consumer Finance Law Review, surveying the legal and regulatory approaches to consumer finance law in jurisdictions around the world. In 2025, Jeremy was elected to the American College of Consumer Financial Services as a new Fellow for his numerous published and teaching contributions to the space.Before joining Morrison Foerster, he served as a senior financial services analyst at the Board of Governors of the Federal Reserve System in the Division of Reserve Bank Operations and Payment Systems, where he focused on policy issues related to large-value payments systems. Jeremy leverages this experience to advise clients on various legal and regulatory issues.Jeremy earned his J.D. from The George Washington University Law School in 2010. He earned his M.A. in applied economics from Johns Hopkins University in 2004 and his B.A in economics and international relations from Lehigh University in 2001.

Jeremy Mandell

Lead of Financial Services Group

Kenneth E. Kohler is senior of counsel in Morrison Foerster’s Los Angeles office and a member of the firm’s Capital Markets practice. His practice involves a broad range of corporate and capital markets work, including public offerings and private placements of equity and debt securities, mergers and acquisitions of public and private companies, and disclosure and reporting matters under the federal securities laws. Kenneth also has extensive experience representing banks, REITs, mortgage bankers, and others in corporate finance, structured finance, and securitization transactions.Kenneth is an active member of the Sections of Business Law and International Law of the American Bar Association and is also a contributor to Covered Bonds Handbook, published by Practising Law Institute.  Kenneth received his B.S. from the University of California, Berkeley, in 1977 and his J.D. from Yale Law School in 1980. He is admitted to practice in California.Kenneth is listed in Best Lawyers in America (2012-2023), and recommended as a leading lawyer by Legal 500 in 2019.<hr class="divider"><h4>Representative Matters</h4><h5>Corporate Securities</h5><ul><li>Represented Alexandria Real Estate Equities, Inc. in numerous public and private offerings of common stock, preferred stock, senior notes and convertible notes resulting in proceeds totaling well over $25 billion.</li></ul><h5>Structured Finance and Derivatives</h5><ul><li>Represented the Federal Home Loan Bank of Chicago (FHLBC) in structuring and documenting a new residential mortgage conduit program in which the FHLBC acquires “jumbo” mortgage loans from FHLBC member community lending institutions and re-sells them to Redwood Trust, Inc., a California-based mortgage REIT, which is expected to package the loans into private-label mortgage-backed securities issued into the U.S., U.K. and European capital markets.</li><li>Represented LendingClub Corporation in inaugural securitization transaction, and in several follow-securitizations, involving the issuance of rated notes backed by consumer loans originated through an online platform. </li><li>Advised a number of foreign banks on their investments in U.S.-based collateralized loan obligations (CLOs) with respect to Volcker Rule compliance and general business terms.</li><li>Advised Zions Bancorporation in the structuring and public offering in an internet auction of employee stock option appreciation rights securities, or ESOARS, an innovative derivative security designed to assist public companies in measuring stock option expense.</li><li>Represented a major federal savings bank in structuring innovative on-balance sheet securitizations of over $1 billion of home equity lines of credit and an on-balance sheet $4 billion asset-backed commercial paper conduit.</li></ul><h5>M+A and Restructuring</h5><ul><li>Represented Banc of California, N.A. in sale of its mortgage banking division and a portfolio of mortgage servicing rights to a leading non-bank mortgage banking company. </li><li>Represented Residential Capital LLC and its affiliates (ResCap) in the sale out of bankruptcy of substantially all of its mortgage servicing rights and operations in one of the largest and most complex negotiated mortgage servicing sales in U.S. history. ResCap was one of the largest U.S. mortgage servicers at the time of its chapter 11 filing, with assets and liabilities each in excess of $15 billion.</li><li>Advised Aames Financial Corporation, initially an NYSE-listed mortgage banking company with substantial private equity ownership, in a reorganization and conversion to a new publicly-held NYSE-listed REIT known as Aames Investment Corporation. The transaction included a merger, the buyout of the private equity interests, an initial public offering of the new REIT's common stock, and a concurrent private placement of common stock to the underwriters. The transaction was valued at approximately $500 million.</li></ul>

Kenneth E. Kohler

Senior Of Counsel

Eric Akira Tate co-chairs the firm’s Global Employment and Labor Group. He represents technology and other companies in bet-the-company trade secrets and employee mobility cases. Eric also represents boards of directors and companies in #MeToo and other sensitive internal investigations and disputes with executives, whistleblower, wrongful termination, discrimination and harassment, and other employment litigation.Eric also advises companies in employment law compliance and transactional matters, including restrictive covenants and other personnel policies and procedures, and employment aspects of mergers and acquisitions throughout the United States and globally.Eric’s recent board of directors and executive dispute matters include: defending a publicly traded UK company in the defense of a wrongful termination suit by the former CEO of its U.S. subsidiary; representing a TSX-traded Canadian company in wrongful termination and other claims alleged by two terminated C-suite executives; represented a publicly traded Japanese investment firm in separation of a C-suite executive; represented a publicly traded Japanese healthcare company in the separation of the CEO and 20+ other U.S. executives, including defense of several wrongful termination and discrimination claims; and represented a publicly traded Fortune 200 technology company in investigation of discrimination and harassment claims against a C-suite executive, who subsequently resigned without incident. Regarding trade secrets and employee mobility issues, Eric represented Uber in its diligence investigation as part of its acquisition of Ottomotto, the autonomous vehicle startup founded by former Google engineers. He then helped lead Uber’s defense of the subsequent patent infringement and trade secrets misappropriation suit, which settled several days into trial in February 2018. In addition to technology companies, Eric has handled similar matters for companies across many industries, including, but not limited to, Williams Sonoma v. Restoration Hardware, International Lease Finance Co. v. Air Lease Corporation, Melaleuca, Inc. v. Shaklee Corporation, and New Century Mortgage v. Encore Credit.Most recently, Eric was recognized by Chambers USA for Labor & Employment, again by Best Lawyers as a leading lawyer in employment law, again by the Daily Journal as one of California’s Top Labor and Employment Lawyers and Top Trade Secrets Lawyers, again by Benchmark Litigation as a Labor and Employment Star, and again named to Law360’s 2023 EA Discrimination Editorial Advisory Board. Eric was elected as a Fellow of the College of Labor and Employment Lawyers in 2021.Eric is committed to advancing diversity, equity, and inclusion at the firm and development of the legal profession generally. Eric has served on the firm’s Diversity Strategy Committee since its inception and is a past co-chair. Eric is a former hiring partner for the Palo Alto office and past member of the firmwide Pro Bono and Litigation Evaluations Committees. Eric serves on the Points Committee for the firm. Eric serves as a partner sponsor for multiple affinity groups at the firm and as a formal and informal mentor to associates around the firm. Eric is a leader in the American Bar Association’s (ABA’s) Labor and Employment (LEL) Section and LEL’s Employment Rights and Responsibilities (ERR) Committee. Eric is serving his second term on the governing Council (Board of Directors) for the LEL Section. Eric serves as co-chair of ERR’s Covenants Not to Compete and Trade Secrets Subcommittee. Eric is a past co-chair of the ABA LEL Annual Meeting Committee, the LEL Section Annual CLE Conference, and ERR’s Alternative Dispute Resolution, Employment At-Will and Collateral Torts, and Worker Dislocation Subcommittees. He also has served on the Planning Committee for the National Employment Law Council’s Annual Conference.For nearly 15 years, Eric has served as a mediator for the Northern District of California’s Alternative Dispute Resolution Program, handling employment discrimination and harassment, wrongful termination, trade secrets and employee mobility, and other employment-related and disability matters.Additionally, Eric is a thought leader in various employment law areas and recognized authority in trade secrets and employee mobility. He serves on the Board of Review for leading BNA treatises Trade Secrets: A State-by-State Survey; Covenants Not to Compete; Employee Duty of Loyalty; and Tortious Interference in the Employment Context. He is author of “Protecting Investment in IP and People” in Today’s General Counsel; “SCOTUS Poised to Resolve Circuit Split on SOX Federal Whistleblower Standard and Other Statutes” in the Daily Journal; “Workplace Bias and Gender Pay Equity in the Silicon Valley” in LJN Employment Law Strategist; “Trade Secrets and the Activision Case: Lessons for Employers and Employees” in the IP Litigator; “Protect Your Investments: Recent Developments in California Law Regarding Non-competition Agreements and Other Restrictive Covenants” in NVCA Today; “Microinequities: Can Bad Behavior Be Actionable?” in National Law Journal; “The When, Who and How of Workplace Investigations” in The Practical Litigator; and “California Raises Bar for Employers Again: Gender Pay Bias Claims Set to Take Off with New Gender Pay Equity and Anti‑Discrimination Law” in Bloomberg BNA Daily Labor Report.Eric is active in community endeavors. He founded and is a former president of the Board of Directors of Hapa Issues Forum, Inc., a nonprofit community organization that addresses issues relating to persons of partial Asian descent. Eric is a past president of the Board of Directors of the Japanese Cultural and Community Center of Northern California. He also is a member of the INROADS Alumni Association, The National Black Lawyers Top 100, the 100 Black Men of the Bay Area, Inc., and he has served as a mentor for students in the Level Playing Field Institute’s IDEAL Scholars Program.A representative sampling of Eric’s key matters is further below.<h4 dir="ltr">Trade Secrets and Employee Mobility Litigation</h4><ul dir="ltr"><li>Defending leading multi-cloud security and application management company in federal court lawsuit by competitor alleging trade secrets misappropriation, various employment-related contract and tort claims, and copyright and trademark violations based on alleged conduct in Russia and California.</li><li>Represented industry-leading enterprise data cloud company in multiple trade secrets and employee mobility lawsuits against former employees and competitor, including obtaining TRO on behalf of client enforcing restrictive covenants against Georgia employee and successfully opposing motions to dismiss and motions to stay in various actions.</li><li>Represented leading shared electric vehicle company in federal court lawsuit alleging against its former head of supply engineering and his new employer trade secrets misappropriation and related claims involving the downloading of thousands of our client’s files upon resignation.</li><li>Represented Springshot in federal court lawsuit to invalidate non-competition agreement that the former employer, Georgia-based INFORM Software, of its newly hired Chief Commercial Officer, sought to enforce to bar the CCO from working for Springshot. </li><li>Represented veterinary orthopedics client in federal court lawsuit against the founder of an acquired company over the enforcement of restrictive covenants, resulting in entry of a permanent injunction enforcing our client’s non-compete agreement against the founder.</li><li>Represented leading cloud computing and virtualization technology company in breach of duty and breach of contract lawsuit against departed executive.</li><li>Represented Fortune 50 corporation in trade secret and employee- and customer-raiding lawsuit against former co-founder and top executives who launched a competing business that achieved a nearly $1 billion IPO.</li><li>Represented international virtualization software company in trade secret misappropriation and employee- and customer-raiding lawsuit against several former executives.</li><li>Represented North American provider of IT solutions and services in series of lawsuits across the United States to combat alleged employee- and customer-raiding activities by competitor.</li><li>Defended investment bank in lawsuit involving enforceability of departing executive’s post-termination non‑competition agreement.</li><li>Represented pharmaceutical company in trade secret misappropriation lawsuit against former finance employee.</li><li>Represented international video game maker in trade secret misappropriation lawsuits against former executives and new competing business.</li><li>Defended national mortgage company in trade secret misappropriation and employee- and customer-raiding lawsuit filed by competitor.</li><li dir="ltr">Defended North American home furnishings retail chain in trade secret misappropriation and employee‑raiding lawsuit filed by competitor.</li></ul><h4 dir="ltr">Board of Directors, Investigations, and Whistleblower and other Employment Dispute Matters</h4><ul><li>Represented board of directors of NASDAQ-traded technology company in negotiation of CEO employment agreement.</li><li>Represented board of directors of publicly traded energy company in negotiation of separation agreement with CEO in context of proxy fight with activist investor.</li><li>Represented Fortune 500 semiconductor company in negotiation of separation agreement of incumbent CEO and employment agreement with new CEO.</li><li>Represented Japanese exchange listed healthcare company in the separation of its CEO and 20+ other U.S. executives, including defense of several wrongful termination and discrimination claims.</li><li>Represented Japanese exchange listed investment firm in separation of a C-suite executive.</li><li>Representing Canadian exchange listed company in wrongful termination and other claims alleged by two terminated C-suite executives.</li><li>Defending U.K. exchange listed company in the defense of federal court wrongful termination suit filed by the former CEO of its U.S. subsidiary.</li><li>Represented publicly traded Fortune 200 technology company in investigation of discrimination and harassment claims against C-suite executive, who subsequently resigned without incident.</li><li>Obtained complete defense award on behalf of technology company in suit filed by former co-founder alleging that the company failed to repurchase upon termination restricted stock valued at more than $5 million.</li><li>Defended pre-IPO biotech company in wrongful termination suit by former co-founder and CEO terminated by board of directors.</li><li>Advised board of directors of leading IT infrastructure company in termination of CEO and CFO of U.S. subsidiary after misconduct investigation and represented board of directors in follow-on wrongful termination claims by CEO and CFO.</li><li>Investigated claims by in-house lawyer that public technology company executives engaged in sexual harassment and national origin discrimination and represented company in successful pre-litigation resolution of claims.</li><li>Investigated and advised board of directors of pre-IPO biotech company on #MeToo allegations regarding top executives.</li><li>Represented publicly traded pharmaceutical industry company in investigation and resolution of whistleblower claims by CFO.</li><li>Obtained complete dismissal in favor of publicly traded gig economy company of discrimination and wrongful termination claims by alleged whistleblower engineer.</li><li>Obtained complete walkaway voluntary dismissal of sexual harassment and discrimination claims by former accounting employee against venture capital and property management company after years of litigation.</li><li>Represented publicly traded technology company in investigation and resolution of alleged revenue and expense reimbursement irregularities involving top sales executive.</li><li>Defended venture capital fund in pregnancy discrimination and restrictive covenant lawsuit by former partner.</li><li>Defended leading corporate social responsibility company in whistleblower and employment discrimination suit filed by former finance executive.</li><li>Defended international laser and fiber-optics company in suit alleging fraud regarding stock options.</li><li>Defended international video game maker in whistleblower and employment discrimination suit filed by former executive.</li><li>Represented top human resources executive officer in discrimination and retaliation lawsuit premised on alleged toxic workplace culture.</li></ul><h4 dir="ltr">Representative Non-Litigation and Transactional Matters</h4><ul><li>Represented founder of private technology company in negotiation of employment agreement with board of directors.</li><li>Represented CEO in negotiation of executive employment agreement with publicly traded biotech company.</li><li>Represented former Managing Partner in separation from iconic Silicon Valley venture capital firm.</li><li>Represented pre-IPO company CEO/Founder in investigation and defense of potential securities fraud claims.</li><li>Represented minority-shareholder executives in negotiation of employment agreements with foreign buyer of company.</li><li>Revised nationwide restrictive covenant agreements for publicly traded technology company.</li><li>Advised leading venture capital fund on restrictive covenants strategy for fund managers.</li><li>Advised leading technology investment fund in worldwide reduction in force.</li><li>Advised leading digital operations management company in worldwide reduction in force.</li><li>Represented clients in employment aspects of buy-side and sell-side M&A transactions across the world with deal sizes ranging from several billion to millions of dollars.</li></ul><h4 dir="ltr">Wage-and-Hour Class and Representative Actions</h4><ul><li>Defended construction company in purported class action for failure to comply with California wage laws.</li><li>Defended international technology company in collective action alleging failure to accurately pay wages to technicians across the United States.</li><li>Defended national restaurant chain in class action regarding alleged failure to comply with California uniform and other wage laws for 10,000 employees.</li><li>Defended international engineering and construction company in class action regarding alleged failure to comply with California overtime laws.</li><li>Defended landscaping company in class action regarding alleged failure to comply with California meal- and rest-period laws.</li><li>Defended individual directors of bankrupt technology company in suit by former employees for unpaid wages.</li></ul>

Eric Tate

Co-Chair, Global Employment and Labor Practice

John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 20 years of experience advising issuers, underwriters, and other market participants in a wide range of special situations, equity, and debt financing transactions. He has significant experience advising on refinancing and liability management transactions, initial public offerings, high yield and investment grade debt offerings, and private placements. John also regularly advises on structuring and executing cross border financing, liability management, and special situation transactions, having advised on matters involving a wide range of jurisdictions, including China, Hong Kong, Japan, France, India, Indonesia, Israel, Singapore, and the United Kingdom.  John has worked with a wide variety of companies across many industries, including consumer products, technology, life sciences, energy, telecommunications, and financial services. He has advised on transactions for issuers as diversified as Arm Holdings, RH (formerly Restoration Hardware), PepsiCo, Monster Beverage, Omnicom, Tate & Lyle, and Vonage.  In addition to routinely advising issuers, investors, and other market participants on the structuring and execution of debt capital markets transactions, having advised on aggregate financing transactions in excess of $50 billion in the last ten years, John also frequently collaborates with cross-practice teams to advise on and structure in-court and out-of-court restructuring and other liability management transactions. John has completed course work at the University of Cambridge on sustainable finance and serves on the firm’s ESG steering committee. He also serves on the firm’s diversity and inclusion committee as well as its New York hiring committee. John has regularly been recognized as an IFLR1000 notable practitioner and by The Legal 500 for his work on capital markets transactions. <h4>Representative Experience</h4><h5>Capital Raising Transactions</h5><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li>Sprint Corp. in connection with its $1.0 billion guaranteed notes offering</li><li>Vonage in its $300 million convertible note offering</li><li>RH’s issuance of $300 million in aggregate principal amount of convertible notes</li><li>FTI Consulting in its $316.25 million convertible note offering</li><li>TransDigm Group in its offering of $500 million Senior Subordinated Notes by its UK subsidiary</li><li>Lodha Developers, a leading developer of luxury real estate in India, in its $200 million secured bond offering by its UK subsidiary</li></ul><h5>Special Situations</h5><ul><li>SoftBank Group’s investment in 6% senior notes issued by Fair Technologies</li><li>Counsel to an institutional senior secured noteholder in connection with an out-of-court exchange offer and recapitalization transaction by Associated Materials</li><li>Counsel to an ad hoc group of former noteholders in connection with the proposed initial public offering of Southeastern Grocers, following its chapter 11 bankruptcy</li><li>Counsel to the ad hoc group of senior secured noteholders, in the chapter 11 cases of EP Energy</li><li>Counsel to the ad hoc group of first lien noteholders, as noteholders and backstop DIP lenders, in the chapter 11 bankruptcy of Sanchez Energy</li><li>Lodha Developers International in its consent solicitation relating to $200 million of 12% Guaranteed Senior Notes</li><li>Sprint in connection with its $1.7 billion tender offers for 9.000% Guaranteed Notes and 8.375% Notes</li><li>Frontier Communication in the concurrent fixed price tender offers to purchase any and all of its 6.625% Senior Notes and any and all of its 7.875% Senior Notes, and in a modified Dutch auction tender offer to purchase up to $225 million aggregate principal amount of its 8.250% Senior Notes</li></ul>

John Owen

Bradley Lui is a partner in Morrison Foerster’s Global Antitrust Litigation Group, where his practice includes the representation of clients in criminal and civil litigation and before federal antitrust enforcement agencies. He has extensive civil and criminal antitrust litigation experience and regularly represents clients before the Department of Justice (DOJ) Antitrust Division and the Federal Trade Commission (FTC) in connection with mergers and acquisitions and cartel matters. He also represents clients in connection with cartel work and other matters before antitrust authorities in jurisdictions abroad, including the EU, Korea, and Japan.Brad has successfully defended clients in government investigations and antitrust litigation involving the rubber chemicals, consumer electronics, telecommunications, and transportation industries. In addition, he has successfully represented plaintiffs in a number of antitrust matters. Brad also provides antitrust counseling to companies in the consumer products, financial, technology, food, and pharmaceutical industries.Brad has served as lead trial counsel in overcharge claims involving over a billion dollars before the Federal Energy Regulatory Commission (FERC) and the state regulatory commissions. He also has a depth of understanding of leading appellate cases before the United States Court of Appeals for the District of Columbia Circuit. Brad was named one of Lawdragon’s 2022 500 Leading Litigators in America.Prior to joining MoFo, Brad was a trial attorney with the DOJ’s Antitrust Division, where he litigated a price-fixing suit against the major U.S. domestic airlines and was involved in investigations of Microsoft, major airline mergers, and grand jury investigations. He also served as a special assistant U.S. attorney in the United States Attorney’s Office for the Eastern District of Virginia, where he tried criminal cases and handled criminal appeals. Brad has also clerked for Judge Dickran Tevrizian of the United States District Court for the Central District of California.Brad is a resident of our Washington, D.C., office and a member of our San Francisco office.<h4>Representative Matters</h4><ul><li>Teradata Corp. Representing Teradata, a major American multi-cloud data platform company, in connection with its monopolization and tying claims against SAP SE.</li></ul><ul><li>In re SSA Bonds Antitrust Litigation. Represented client in connection with price-fixing allegations in the SSA bonds market. Secured dismissal of the civil case.</li><li>Hurst v. Sinclair. Represented Sinclair in connection with monopolization claims in the fruit labeling industry.</li><li>T-Mobile/Sprint. Represented SoftBank and Sprint Corp. before the Department of Justice in connection with T-Mobile’s proposed acquisition of Sprint. He also represented SoftBank and Sprint in the challenge of the merger brought by certain states in the Southern District of New York and in proceedings before the California Public Utilities Commission.</li><li>Continental Building Products. Represented Continental Building Products, a North American leader in wallboard and joint compound materials, against allegations that it participated in a conspiracy to fix prices in the drywall industry. Secured dismissal of the case.</li><li>BlackBerry v. Nokia Corp. Represented BlackBerry in patent infringement litigation relating to wireless infrastructure equipment.</li><li>Precision Associates v. Panalpina, et al. Represented a joint defense group of 65 defendants in a class action alleging a global price-fixing cartel in the freight forwarding industry. The firm argued a motion to dismiss on behalf of all defendants, resulting in recommended dismissal for lack of standing and failure to satisfy Twombly on key claims.</li><li>Bandspeed v. Garmin International, et al. Represented Blackberry in connection with patent infringement and antitrust claims relating to the Bluetooth standard.</li><li>Represented client in connection with U.S. Department of Justice investigation into alleged price-fixing in the auto parts industry.</li><li>Represented client in connection with U.S. Department of Justice investigation into alleged price-fixing in the ocean car carrier industry.</li><li>Represented a major international transportation company in the U.S., Asia, Brazil, and the EU relating to alleged price-fixing in the freight forwarding industry.</li><li>Represented a major transportation company in the U.S. and Asia in connection with alleged price-fixing in the air cargo industry.</li><li>Southwest/AirTran. Represented AirTran Holdings, Inc. before the U.S. Department of Justice in connection with Southwest Airlines Co.’s proposed $1.4 billion acquisition of AirTran.</li><li>In re Vitamins Antitrust Litigation, MDL No. 1285. Successfully represented as lead counsel, a leading manufacturer of vitamins in connection with its claims against members of a vitamin cartel. Obtained highly favorable settlements from all defendants.</li><li>State of Alaska. Regular representation of the State of Alaska in connection with litigation over the rates charged by the owners of the Trans Alaska Pipeline System. Most recently, he was lead trial counsel for the State of Alaska in a nine-week hearing regarding the TAPS Quality Bank. He served as the lead trial counsel in a 10-week hearing before the Federal Energy Regulatory Commission and the Regulatory Commission of Alaska, where he secured approximately $1 billion in rate reductions. He also served as lead trial counsel in another matter in which the Trans Alaska Pipeline System rates were reduced in half. In addition, he has represented the State in connection with petroleum industry mergers affecting upstream oil production on the North Slope, ownership interests in TAPS, sale of North Slope crude oil, and refining on the West Coast of the U.S.</li></ul>

Bradley Lui

Kerry Jones is a Partner in the Litigation Department of Morrison Foerster’s Washington, D.C. office with a focus on antitrust matters. Her practice includes supporting clients across the spectrum of antitrust and competition law matters, such as strategic counseling to manage antitrust risks, Hart-Scott-Rodino premerger notification filings, gun jumping and merger clearance advocacy, internal investigations, and antitrust litigation. Kerry has experience representing clients across a variety of industries, including telecommunications, semiconductors and other high technology markets, online platforms, transportation, financial services and life sciences. She has experience representing domestic and multinational companies in federal courts.Kerry received her J.D. from the University of Virginia School of Law, where she served on the editorial board of the Virginia Journal of Law and Politics. Kerry is admitted to practice in Virginia and Washington, D.C.<h4>Representative Experience</h4>Kerry has supported clients in all phases of the antitrust review process including:<ul><li>Sprint Corp. and SoftBank Group, the controlling shareholder of Sprint, in the landmark $59 billion merger of Sprint and T-Mobile US, Inc. The deal is one of the largest telecommunications deals in history.</li><li>SoftBank Group in its $4.4 billion investment in WeWork, and later its $10 billion investment in the company</li><li>SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber</li><li>Sekisui House in its $4.9 billion acquisition of M.D.C. Holdings</li><li>Unity Software in its $4.4 billion acquisition of ironSource</li><li>Mobileye in its $15.3 billion acquisition by Intel</li><li>Axalta Coating Systems in its purchase of assets divested in connection with the Federal Trade Commission's review of an acquisition in its industry</li><li>Boyd Gaming Corporation in its acquisition of three casinos and in its purchase of assets divested in connection with the Federal Trade Commission’s review of an acquisition in its industry</li><li>ON Semiconductor in its $2.5 billion acquisition of Fairchild Semiconductor</li></ul>