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MoFo Advises Morinaga on its $130 Million Acquisition of MyMo Holdco

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Morrison Foerster (“MoFo”) is advising Morinaga & Co., Ltd. (“Morinaga”) (TYO: 2201) in connection with its agreement with MyMo...

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Morrison Foerster (“MoFo”) is advising Morinaga & Co., Ltd. (“Morinaga”) (TYO: 2201) in connection with its agreement with MyMo Parent, LP, to acquire MyMo Holdco, Inc., which indirectly owns all the equity interests in The Mochi Ice Cream Company, LLC (collectively, “My/Mochi”), for $130 million USD. My/Mochi will become a wholly owned subsidiary of Morinaga as a result of the acquisition.Morinaga is a Japan-based confectionery and food manufacturer producing Milk caramel, biscuits, chocolate, health foods, and other foods. My/Mochi operates as a dairy products company, offering premium frozen ice cream, pastries, and desserts, and The Mochi Ice Cream Company is the largest mochi ice cream manufacturer in the U.S.The acquisition is anticipated to complete in April 2026, subject to customary closing conditions.The global MoFo deal team advising Morinaga in connection with the acquisition is being led in Tokyo by Jeremy White, Partner and Co-Head of the Asia M&A/PE Practice, Corporate partner Adam Harris and Corporate senior associate Bryce Gray, supported by Corporate associates Yusaku Narita and Sarah Ishikawa. The wider deal team includes: Tax partner Matthew Lau (Hong Kong); Executive Compensation + Benefits group partner Joshua Lerner (New York); Chair of the firm’s Executive Compensation and Benefits group Rachel Faye Smith (Boston); and FDA & Healthcare Regulatory and Compliance group partner Brian Sylvester (Washington D.C.).

MoFo Advises Morinaga on its $130 Million Acquisition of MyMo Holdco

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Jeremy White is the Co-Head of the Asia M&A/PE Practice. As a corporate partner of our Tokyo office, Jeremy focuses his practice on cross-border mergers, acquisitions, disposals, spin-outs, and joint ventures. His practice covers alliances between multinationals to greenfield corporate and venture investments.Jeremy is rated as one of “Asia’s Top 15 M&A Lawyers” (by Asia Legal Business 2023).Jeremy is recommended as a leading lawyer in Japan by independent guides to the legal profession, including Chambers & Partners, The Legal 500, and IFLR1000. Clients comment that he is “quite simply the best M&A lawyer I have worked with. His knowledge, dedication to client and project, experience and constructive problem-solving approach is unmatched in the market” (The Legal 500 2023), “exceptional for cross-border transactions…and an absolute pleasure to work with” (Chambers 2020), “the single best lawyer I have worked with in 30 years of M&A experience…courteous, ruthless on behalf of the client in negotiations, very smart, a creative solution finder, and has pragmatic common sense” (Chambers 2019), and “The best cross border transaction lawyer in Tokyo and all of my clients I introduced love him…” (IFLR1000 2018).

Jeremy White

Partner

Adam Harris is a corporate partner in our Tokyo office. He focuses his practice on cross-border mergers, acquisitions, disposals, spinouts, and joint ventures in various industries including life sciences, semiconductor-related businesses, heavy industries, and professional services.Adam received his J.D. from Duke University School of Law, where he was a senior staff editor of the Duke Journal of Constitutional Law & Public Policy. He received his B.A. from University of North Carolina, Chapel Hill.Adam has been recognized by The Best Lawyers in Japan in its Ones to Watch category for Capital Markets Law.Adam is admitted to practice in Japan (Gaikokuho-Jimu-Bengoshi) and New York.

Adam Harris

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

Yusaku M. Narita is a corporate associate in the Tokyo office of Morrison Foerster.Yusaku earned his J.D. from Cornell Law School, where he served as the Note Editor for the Cornell Journal of Law and Public Policy. He received his B.A. from the University of California, San Diego.﻿Yusaku is admitted to practice law in the state of California. He is fluent in English and Japanese.

Yusaku Narita

Sarah Ishikawa is an associate in the Corporate Department of Morrison Foerster’s Tokyo office.Sarah earned her J.D. from Fordham University, where she served as Writing and Research Editor of the Fordham Intellectual Property, Media & Entertainment Law Journal. She received her B.A. from International Christian University.﻿Sarah is admitted to practice law in the state of New York. She is fluent in English and Japanese.

Sarah Ishikawa

Matthew’s practice focuses on the structuring of cross‑border M&A transactions and corporate reorganizations, particularly involving the United States, China, Japan, and the rest of the Asia‑Pacific region. He specializes in guiding clients through the intricacies of cross‑border transaction structures and intellectual property management from a tax perspective.Matthew has deep experience advising fund sponsors and institutional investors on tax issues relating to the formation of, and investments in, private equity funds, venture capital funds, real estate funds, and other alternative investment products. He has particular expertise in the U.S. taxation of government‑linked investors such as sovereign wealth funds and central banks.Matthew has represented multinational corporations and funds in transactions across more than 30 jurisdictions covering a wide range of industries, including technology, telecommunications, healthcare, real estate, consumer, media, and energy.Matthew is a Registered Foreign Lawyer with the Law Society of Hong Kong.While at Columbia Law School, Matthew was a three‑year Harlan Fiske Stone Scholar.

刘恩安（Matthew Lau）律师的业务侧重于跨境并购交易和企业重组的结构设计，特别是涉及美国、中国、日本和亚太地区其他国家的交易。他擅长从税务的角度协助客户处理复杂的跨境交易结构和知识产权管理。刘律师在为基金发起人和机构投资者就私募股权基金、风险投资基金、房地产基金和其他另类投资产品的成立和投资相关的税务问题提供法律咨询方面拥有丰富的经验。他尤其擅长处理美国对政府相关投资者（如主权财富基金和中央银行）的征税事宜。刘律师曾代表多家跨国公司和基金在30多个司法管辖区处理交易，涵盖科技、电信、医疗保健、房地产、消费品、媒体和能源等多个行业。刘律师是香港律师会注册外地律师。在美国哥伦比亚大学法学院就读期间，刘律师连续三年获得哈伦•菲斯克•斯通（Harlan Fiske Stone）奖学金。

Matthew Lau

Josh Lerner is a partner in the Executive Compensation + Benefits Group based in the New York office of Morrison Foerster.Josh advises clients on all matters involving the compensation of senior executives, including employment, change in control, equity compensation, and severance arrangements.He counsels public and private companies on executive compensation issues in a range of corporate transactions, restructurings, and financings. He has experience designing, drafting, and negotiating employment agreements and administering equity incentive plans and awards. He also works regularly with public companies on compensation-related disclosures and corporate governance matters, including Securities Exchange Act of 1934 reports. Josh earned his J.D. from Columbia Law School where he was a senior articles editor of the Columbia Business Law Review.<h4>Representative Matters</h4><ul><li>Snow Software, a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company.</li><li>U.S. Silica Holdings, a global industrial minerals and logistics leader, in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Rivian Automotive in the formation of an equally controlled and owned joint venture with Volkswagen Group to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.</li><li>Palladium Equity Partners, in the $695 million sale of its majority interest in Trachte, a leading provider of highly engineered protection and control buildings with mission critical applications, to nVent Electric plc, a leading global provider of electrical connection and protection solutions.</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><li>McGrath RentCorp, leading provider of temporary and permanent space solutions, in its $3.8 billion acquisition by WillScot Mobile Mini Holdings Corp., a leader in innovative temporary space solutions.</li><li>Astellas Pharma in its acquisition of Propella Therapeutics, a biopharmaceutical company that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.</li><li>SoftBank in connection with its $375 million acquisition of Berkshire Grey, a robotic automation company that went public via a SPAC merger in 2021.</li></ul><ul><li>Grant Thornton, one of America’s largest audit, tax, and advisory firms, in the sale of its Public Sector Advisory practice to Guidehouse, a portfolio company of Veritas Capital and leading global provider of consulting services to the public sector and commercial markets.</li><li>MTY Food Group, a leading franchisor in the North American restaurant industry, in its $200 million acquisition of BBQ Holdings, a franchisor and operator of fast casual dining.</li><li>Odevo AB, a Swedish company and a portfolio company of private equity client Fidelio Capital, in connection with its acquisition of KW Property Management & Consulting, LLC, a Florida-based company that provides property management services to homeowner associations, condominium boards, cooperative boards and townhome communities. </li><li>Tinicum and its portfolio company TSL Engineered Products in the sale of Advantek, a leading provider of highly engineered carrier tape and associated protective packaging products, to Cornell Capital.</li></ul>

Joshua Lerner

Rachel Faye Smith is a partner in Morrison Foerster’s Boston office and serves as Chair of the firm’s Executive Compensation and Benefits practice.A seasoned benefits and executive compensation advisor with over two decades of industry experience, Rachel has provided counsel to a wide range of clients and business sectors, including both public and private companies, venture capital and private equity firms, limited liability companies and partnerships, and nonprofit, government, and religious organizations, in the areas of employee benefits and executive compensation. Rachel specializes in ERISA and employee benefits, both in the context of mergers and acquisitions and in the complex regulatory requirements for benefit plan operations. She has significant experience working with private equity-backed medical and dental practices, and other forms of professional corporations, with a particular focus on the controlled and affiliated service group rules, MEWAs, and the single-employer requirements of employee benefits law.Rachel’s work includes advising on the drafting, administration, and compliance issues associated with qualified plans, such as profit-sharing and 401(k) plans, cash balance plans, defined benefit pension plans, ESOPs, and non-ERISA plans such as governmental and church plans. She frequently represents clients before the Department of Labor, IRS, and Pension Benefit Guaranty Corporation in the context of plan audits, compliance, and terminations. Additionally, she advises clients on employee health and welfare benefit plans, including issues relating to the Affordable Care Act and COBRA. Rachel represents clients on the integration and transition of employee benefits plans, from both a buyer and seller perspective, in corporate transactions, and had particular experience with ESOP transactions. She also represents clients in the submission of qualified plans to the IRS for Determination Letters, as well as compliance and correction submissions under the IRS’ Voluntary Correction Program.Before focusing on employee benefits, Rachel’s practice included executive compensation. Rachel has worked extensively with management carve-out and change of control plans, bonus arrangements, employment and severance agreements, equity compensation and incentive plans, and other deferred compensation arrangements. She has experience with both company-side and executive-side negotiation of executive compensation.Prior to joining Morrison Foerster, Rachel was a partner advising on executive compensation and employee benefits law at other national and multinational law firms in Boston, and she previously served as chair of a tax and employee benefits practice group.Rachel is a thought leader and author on topics relating to the employee benefits space. She has served as co-chair of the Boston Bar Association’s Tax Steering Committee and ERISA Subcommittee. Rachel is also a graduate of YW Boston’s 2024 LeadBoston program, which trains professionals in fostering a diverse, equitable, and inclusive workplace.Rachel received a B.A. (Hons.) in political science with a general major in French from Wilfrid Laurier University in Canada and an M.A. in Asia-Pacific International Relations from the International University of Japan. She also holds an LL.B./B.C.L. in both common law and civil law from McGill University. She speaks fluent French, conversational Spanish, and conversational Japanese.

Rachel Smith

Chair, Executive Compensation + Benefits

Brian P. Sylvester is a partner in our FDA & Healthcare Regulatory and Compliance Group. He is the head of Food Regulatory and an influential thought leader and practitioner in the field of food regulation.Brian counsels clients across the full life cycle of regulated products, serving global brands, startups, life sciences companies, investors, and trade associations. He has been recognized by a number of legal industry awards and publications such as Chambers USA, Bloomberg Law, and The National Law Journal. Chambers USA reports that Brian “is widely noted as an expert in regulatory issues relating to novel food technologies, with significant experience advising on USDA and FDA regulations.”Brian focuses his practice on Food and Drug Administration (FDA) and U.S. Department of Agriculture (USDA) regulated products, with an emphasis on the food and beverage sector. He additionally counsels early-stage, growth, and global clients on all aspects of cosmetics, over the counter (OTC) drugs, medical devices, consumer products, and a range of Animal and Plant Health Inspection Service (APHIS) regulated commodities. Across all these regulated product categories, his work spans enforcement actions, audits and investigations, regulatory compliance, labeling and advertising, import and export, due diligence, consumer litigation, comment preparation, public policy advocacy at the federal and state levels, and new product development.In the area of food and beverage, Brian develops regulatory strategies to commercialize a range of food tech innovations, including transgenic crops and alternative proteins, such as cultivated meat and fermentation-derived food ingredients, among others. As a former regulator at USDA, he adeptly counsels clients on strategic considerations around engagement with and advocacy before USDA and FDA on numerous complex issues, including those of first impression.Brian is an author and frequent speaker at industry-leading events in the United States, the European Union, China, Israel, and other parts of the world. He is regularly called upon to offer insights on trending legal issues by preeminent industry and global publications.