BUSINESS PRACTICE

In business matters, local businesses as well as foreign enterprises regularly turn to Teraoka & Partners LLP for counsel and representation. We advise on virtually all aspects of the operation of a business enterprise, including incorporations, forming limited liability companies, handling employment matters, negotiating leases, distributorship agreements, sales representation agreements, product endorsement agreements, high tech representation, collections, product licensing agreements, product liability evaluation, U.C.C. and warranty provisions and claims, confidentiality agreements, equipment leasing and project financing, general securities compliance, intellectual property protection, mergers and acquisitions, debt restructuring, public utilities regulation and private lending.

The firm’s services range from acting as outside general counsel for a corporate client on all business matters to advising a client as to specific matters, such as updating its employment policy manual or obtaining specific operating licenses with various state and federal regulatory agencies. Various members of the firm are in regular contact with overseas clientele, particularly in Japan, and have developed strategic relationships with foreign attorneys to seek advice relating to unique cross-border commercial issues or for use in referral matters.

 
 

Commercial Transactions and Contracts

The firm serves a growing number of companies in the technology/internet businesses, not only from its home office in San Francisco, but also in its Silicon Valley and Century City offices. We handle issues relating to distribution and pricing matters in the highly competitive computer components market. We prepare, negotiate and advise clients with respect to technology licensing, intellectual property protection and U.S. export control regulations for software.

The firm handles corporate maintenance matters as well as structuring matters for these clients. Where highly specialized legal expertise is required, the firm works closely and flexibly with outside counsel to handle the very specialized needs of a particular client or a particular project, and at the same time, serves to smoothly integrate that specialized advice with the overall needs of our clients.

 
 

Licensing Agreements

Licensing - International and Domestic

Several of the firm's attorneys have considerable experience in the area of product and endorsement licensing, as well as manufacturing and technology licensing, and we regularly assist clients in the negotiation and documentation of a broad variety of proprietary rights transactions, as well as the negotiation of related agreements such as contracts for confidentiality and to protect trade secrets.

Entertainment and Product Licensing

In addition, the firm has negotiated and finalized manufacturing licenses to produce and sell branded consumer apparel and food products in the United States, Japan and elsewhere in Asia and Europe. The firm's attorneys have extensive experience in the negotiation and preparation of product endorsement agreements, particularly for our Pacific rim-based clients. The firm's attorneys have negotiated to obtain the services of American celebrities in the entertainment and sports industries to endorse products in Japan in point of purchase and radio and television merchandising.

The firm advises Japan-based agencies in the marketing of American celebrities and products in Japan-based agencies in the marketing of American celebrities and products in Japan. Mr. Teraoka has negotiated on behalf of Japanese advertising agencies, manufacturers and agents for product/commercial endorsement contracts with numerous American celebrities. He has also represented a major Japanese manufacturer to settle a claim against an American celebrity who endorsed the manufacturer's product in connection with a foiled nationwide advertising campaign.

Technology Licensing

Teraoka & Partners LLP has assisted clients with technology licensing and other intellectual property matters. The firm prepares technology licenses for domestic and international clients, including U.S. subsidiaries of foreign digital video software developers, software tools developers, as well as domestic and cross border software developers.

The firm negotiates, reviews, and prepares software and other proprietary licenses for its clients, including software development and distribution licenses for programming tools, distribution licenses for embedded technology and runtime licenses for embedded and application software. The firm has advised clients with respect to the operation and acquisition of both personal computer and online game development licenses, as well as Work Made for Hire development agreements, open source licensing issues, and end user license agreements for both software developer and consumer users.

The firm has provided compliance guidance for export control regulations in cross border licensing transactions, and has assisted clients in complying with MPEG and related license compliance. Teraoka & Partners LLP has performed due diligence reviews for the acquisition of computer game software businesses, and has assisted clients in negotiating terms for licensing the development and embedding of GUI applications into electronic devices to be marketed by such companies as Motorola and IBM.

 
 

Mergers and Acquisitions

Our firm engages in all aspects of mergers, acquisitions and joint ventures. From planning to execution, we work to anticipate our clients’ needs. Our firm can assist clients in every aspect of an acquisition or sale of a business, including determining essential deal terms and structure, finalizing executive retention and compensation, negotiating the terms of non-competes, working with tax advisors to best protect our clients’ interests and getting the deal done. From the initial planning and structuring of a transaction to conducting complete due diligence, to identifying key terms, negotiating and finalizing deal documents and overseeing closings, we help our clients to close deals efficiently and successfully. We identify key conditions and develop practical solutions to the unique issues that each deal brings. With substantial experience in cross-border transactions, we deliver an international perspective.

The following are examples of transactions that we have recently helped to complete. Teraoka & Partners’ mergers and acquisition team has most recently assisted an historic San Francisco market in a real property sale transaction structured as a reverse triangular merger on terms designed to ensure the ongoing operation of the market in the City. That transaction required negotiating a merger agreement, restructuring the client’s remaining assets into a limited liability company, dissolving existing partnerships and overseeing an approval process that involved the solicitation of proxies from several hundred shareholders.

Our firm represented one of the largest snack food companies in Japan in its acquisition of a controlling interest in a California manufacturer. In that transaction the firm assisted its client in conducting legal due diligence, negotiating the terms of the stock acquisition, ongoing stockholder provisions, and continuing employment of the founding management team of the California company. Our firm assisted a US logistics company that included operations in California, Texas, Hong Kong and Shanghai in the sale of its stock to a major trading company in Japan, assisting the shareholders in providing due diligence and in negotiating the terms of the stock sale as well as the transition terms for management of the company.

We have assisted an internationally known video game publisher to complete an acquisition of a game studio that produces award-winning MMORPGs. Our mergers and acquisition team conducted legal due diligence, advised our client as to how best to protect its risks for issues identified in the due diligence process, negotiated the acquisition agreements, oversaw the conversion of options and the termination of a stock option plan, arranged for the escrow of a holdback, coordinated the surrender of stock and option rights of over 250 sellers, and brought the transaction to a successful close.

When one of our digital video software clients was recently acquired by a publicly traded satellite television provider, we worked with our client’s CEO to negotiate a unique compensation structure for all staff that ran parallel to and independently from the stock option and retention benefits that appear in most conventional stock acquisitions. Teraoka & Partners assisted a well-recognized Japanese securities and research company in the reorganization in corporate alignment of a number of its U.S. affiliates. This reorganization involved the dissolution of Delaware and California entities, the creation of several New York corporations and two merger transactions. These transactions, although among affiliates, were treated as arms’ length transactions, and the documentation of all aspects of these transactions, including the acquisition and merger agreements and board and shareholder consents, as well as government filings in New York, Delaware and California, were all managed and facilitated by Teraoka & Partners.

Our firm represented one of Japan’s largest book publishers in its joint venture with a leading Japanese animation company; that venture brought a leading Japan pop culture magazine to publication and distribution in the United States. That transaction involved a number of steps through which both Japanese parent companies participating in the joint venture set up holding entities in the United States, and from there formed a joint venture limited liability company in California. The negotiations to complete the project were delicate, navigating a fine balance for the 50/50 partners in confirming the management powers, the capital structure and general operational policies of the venture.

We assisted a large well known gaming and entertainment company in its acquisition of a gaming software development company. Ultimately, the parties determined that the best structure would be the acquisition of stock, but with complicated vesting issues of third party shareholders. Our client’s key condition: to move from the letter of intent, through due diligence inspection, to the documentation of agreements, to the closing, all in six weeks. We were able to help the parties close two days ahead of their target closing date. We have also assisted one of the founders of a highly successful search engine company in a number of joint ventures in software development and internet browser-related enterprises. Those ventures have ranged from cooperative agreements with other entities to operate a video chat site and a joint venture with the created technologies in the development and distribution of video games similar in concept to Nintendo’s Wii™.

Each of these transactions had its own unique set of requirements, challenges and legal issues. In each case, as needed, our firm worked cooperatively with our clients’ tax advisors to structure the venture according to our clients’ tax needs. We worked alongside with our clients’ in-house general counsel, along with top executive personnel to successfully close these transactions.

 
 

Brokerage Contracts

 
 

Due Diligence

 
 

ABC and other Business Licenses

The firm has advised both U.S. and International clients with regard to the structuring of distribution networks for the sale of alcoholic beverages on a nationwide basis, and has worked with local regulatory agencies to assist clients to obtain appropriate licenses necessary to distribute alcoholic beverages in various states, including Maryland, Texas, Colorado, Washington, Nevada, New York and California. The firm has provided advice to clients on tied-house and three tier licensing issues as those relate to wholesale and retail license acquisition and compliance.

Teraoka & Partners LLP has assisted restaurant and retail owners obtain on-sale or off-sale general licenses in California, and it regularly assists in the negotiation and closing of liquor license transfers in connection with stock and asset purchase and sale transactions generally

 
 

Asset Purchases and Sales

 
 

Probate & Estate Planning

Through its of-counsel relationship with estate planning attorneys with over 29 years of experience, the firm services clients needs with respect to estate planning, wills, trusts, probate and related matters.

 
 

Joint Ventures

 
 

Intellectual Property Protection

Teraoka & Partners LLP provides a wide range of services on all aspects of the protection and exploitation of intellectual property. Attorneys provide services in assisting clients to strategically protect its intellectual property, including filing registrations, monitoring exploitation of rights by third-parties, and general counseling on safeguarding its rights. Attorneys at Teraoka & Partners work closely with clients throughout the registration process.

We develop an overall strategy for applying for registrations in order to be cost efficient and to minimize problems in the long term. We help clients to establish internal guidelines and procedures to preserve the continued validity of their established intellectual property rights. In the trademark practice, this includes counseling clients on strategies to publicize the mark, monitor newly filed and published applications, and avoid improper usage which may jeopardize the strength and validity of a trademark.

The services of Teraoka and Partners extend beyond developing, maintaining and enforcing a carefully crafted framework to protect intellectual property rights. We assist clients in enhancing the value of their intellectual property by negotiating, drafting and reviewing licensing and other agreements. Similarly, we provide intellectual property counseling in domestic and international business transactions, including corporate mergers and acquisitions. The firm’s goal is to provide a comprehensive strategy that takes into consideration both the short-term needs of clients as well as long-term potential for growth.