Representative Transactions

M&A / Major Share Purchases

  • Principal counsel representing online game support company in acquisition by Silicon Valley infrastructure company.
  • Principal counsel representing Japanese hardware component manufacturer in acquisition of US circuit board servicing operation.
  • Principal counsel representing California-based e-commerce company in its reorganization to a Hong Kong holding company structure.
  • Principal counsel representing technology executive in connection with the successful management acquisition of a US subsidiary from the Japanese parent company.
  • Principal counsel representing limited liability company members of Silicon Valley systems integration firm with buyout of interests of other members.
  • In-house corporate counsel for Excite@Home in sale of Webshots subsidiary to Twofold Photos LLC (bankruptcy transaction; asset sale).
  • In-house corporate counsel for Excite@Home in sale of Blue Mountain Arts subsidiary to American Greetings Corporation (share sale).
  • In-house corporate counsel for Excite@Home in sale by auction of Matchlogic subsidiary (share sale; transaction cancelled before closing as a result of market conditions).
  • In-house corporate counsel for Excite@Home in merger of international assets with the Chello Broadband unit of United Pan-Europe Communications N.V. (transaction cancelled before closing as a result of market conditions).
  • Senior associate representing UBS AG in acquisition of Global Asset Management, international investment manager (registered U.S. mutual funds, institutional and private investor hedge funds) (share purchase).
  • Senior associate representing Hikari Tsushin, Inc., Japanese telecom retailer, in purchase of $100 million of shares in U.S. Internet incubator.
  • Sole associate representing Rogerson Aircraft Corporation, aircraft component manufacturer, in acquisition by Bavaria Keytronic Technologie GmbH (asset sale).
  • Sole associate representing Hycor Biomedical, Inc., manufacturer of medical instruments, in acquisition of Medical Specialties International, Inc. (share purchase).
  • Sole associate representing Edelbrock Corporation, manufacturer of specialty automotive parts, in acquisition of QwikSilver, Inc. (asset purchase).
  • Sole associate representing NTT Corporation, Japanese telecom operator, in significant purchase of shares in U.S. technology company.
  • Junior associate representing R.H. Macy & Co., Inc. in acquisition by Federated Department Stores, Inc. (share sale).

International Joint Ventures (Establishment / Restructuring / Rollups)

  • Principal counsel representing California-based online gaming company with strategic ventures and cooperative arrangements with game publishers and distributors in the US and Asia.
  • In-house corporate counsel for Excite@Home in sale with Intel Corporation of interests in Internet access joint venture in The Netherlands to Essent Kabelcom BV, together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in sale of shares in Internet portal joint venture in Italy to Tiscali S.p.A., together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in sale of shares in Internet access joint venture in Australia to Optus Multimedia Pty Limited, together with restructuring of license arrangement.
  • In-house corporate counsel for Excite@Home in restructurings of shareholder relationships, third-party financings, and ultimately sales of interests with respect to joint ventures in Australia, England, Italy, Japan, and elsewhere.
  • In-house corporate counsel for Excite@Home in negotiations to establish joint ventures in the People’s Republic of China and the Republic of Korea.
  • Principal US counsel for YesAsia.com, Inc. in establishment of joint venture in the People’s Republic of China.
  • Senior associate representing WinStar Communications, Inc., wireless telecom provider, in establishment of joint venture in Japan with KDD Corporation, Japanese telecom company.

International Licensing

  • Principal counsel representing Japanese startup in negotiation of Asia reseller agreement with Silicon Valley server software developer.
  • Principal counsel representing Philippine-based mobile services company in connection with issues relating to launch of service to US customers.
  • Principal counsel representing Silicon Valley systems integration company in preparation of enterprise software license and service agreements with customers in Africa and the Middle East.
  • Principal counsel representing major international game publisher in connection with license-in agreements with major US studios.
  • Principal counsel representing major international game publisher in negotiation of licensing and distribution agreements with US mobile carriers.
  • Principal counsel representing developer of design software tool in negotiation of international license agreement with the company’s first customers.
  • Principal counsel representing international internet retailer in negotiation of numerous exclusive license and distribution agreements for Asian video features in the United States and other territories.
  • Principal counsel representing international internet retailer in enforcement of license rights against third-party distributors in the United States and elsewhere.
  • Principal counsel for Japanese online game provider in Japan license for DRM packaging technology.
  • Principal counsel for Japanese online game provider in Japan license for animated internet technologies and other MMOG-related items.
  • Principal counsel for Japanese technology company in Japan license for instant-messaging technologies.
  • In-house corporate counsel for Excite@Home in restructurings of media and technology license arrangements and negotiation of perpetual license arrangements with respect to joint ventures in Australia, Italy, and Japan.

U.S Registered / Exempt Securities Issuances

  • In-house corporate counsel for Excite@Home in private placement of convertible notes to affiliates of Promethean Asset Management L.L.C. and Angelo, Gordon & Co., L.P.
  • Senior associate representing Koninklijke Ahold N.V., Dutch/international supermarket operator, in establishment of universal shelf facility (junior/senior debt, debt warrants, common/preferred stock) for parent and U.S. finance subsidiary.
  • Senior associate representing Koninklijke Ahold N.V. in offering of guaranteed senior debt securities by U.S. finance subsidiary.
  • Senior associate representing ING Baring Furman Selz LLC as managing underwriter in initial public offering of ilif.com, Internet content provider.
  • Senior associate representing BT Alex. Brown Incorporated as managing underwriter in offering of high-yield debt securities of Atlas Air, Inc.
  • Sole associate representing William Blair & Company as managing underwriter in initial public offering of Creative Computers, Inc., catalog computer retailer.

Global Securities Offerings

  • Senior associate representing government of Finland as selling shareholder in global initial public offering of Fortum Corporation, international energy company.
  • Senior associate representing UPM-Kymmene Corporation, international paper producer, as issuer in two-tranche global offering of debt securities.
  • Senior associate representing Den Danske Bank, Danish bank, as issuer in global offering of debt securities.
  • Senior associate representing AS Eesti Uhispank, Estonian bank, as issuer in global offering of global depositary receipts.
  • Senior associate representing Bankers Trust New York Corporation as issuer in establishment of structured note program for international investors in Europe and Japan.
  • Junior associate representing Arisawa Manufacturing Co., Ltd., Japanese electronic component manufacturer, as issuer in institutional placement of American depositary receipts.

Venture Capital

  • Principal counsel representing Japanese company in establishment of $100 million joint investment fund with major Silicon Valley VC investment firm.
  • Principal counsel representing Hong Kong-based e-commerce company as issuer in Series C financing from investors in two countries.
  • Senior associate representing Hikari Tsushin, Inc. as investor in numerous financings for various Internet and software ventures.
  • Senior associate representing eVentures Group, Inc., Internet telecom developer, as issuer in third-round financing.
  • Senior associate representing eVentures Group, Inc. as investor in various Internet startups.
  • Senior associate representing international private investors in first-round financing of Inka.com, Inc., Internet services auction site.
  • Senior associate representing AtomicWeb Corp., developer of Internet website design software, in establishing corporate/management infrastructure and obtaining seed capital financing.
  • Senior associate representing Neurotek International, Inc., Japanese software developer, in establishing U.S. holding company structure and obtaining first-round financing.

Structured Finance, International Project Finance

  • Sole associate representing Japan Leasing Corporation, Japanese leasing company, in numerous international aircraft lease transactions and other lease financings.
  • Sole associate representing Sanwa Business Credit Co., Ltd. (Tokyo) in numerous international equipment financings.
  • Sole associate representing Citibank, N.A. (Tokyo) and Westdeutsche Landesbank Girozentrale (Tokyo) in international lease financing of locomotives.
  • Junior associate representing Mitsubishi Aluminum Corporation in subcontracting of construction and operation of power, oxygen and steam facilities for Gresik copper smelter project, Indonesia.

Other

  • Principal counsel representing Japanese game publisher in connection with one-year national sweepstakes program offered in conjunction with major US mobile carrier.
  • Principal counsel representing Japanese hardware component manufacturer in connection with preference claim by trustee in bankruptcy of former supplier.
  • Principal counsel representing various international companies in connection with facilities leases of Silicon Valley properties, with annual rentals up to and exceeding $300,000.
  • US counsel advising on privacy regulations for Japanese airline.