We assist in all aspects of mergers, acquisitions, divestitures
and joint ventures. We work with general counsel or the principals
of our clients to assist in all aspects of the transactions, from
the intricacies of legal and financial structures to executive
compensation and retention. From planning to execution, we work to
anticipate our clients’ needs and respond accurately as we define
key issues and develop practical solutions to the issues at hand.
With substantial experience in cross-border transactions, including
acquisitions and divestitures, we deliver an international
perspective.
The following are examples of transactions we have been involved
in over the last 36 months.
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, involving the management of a fine balance
for the 50/50 partners in confirming the management powers, the
capital structure and general operational policies of the venture.
Recently, our firm has been engaged in the reorganization in
corporate alignment of a number of U.S. affiliates of a well
recognized Japanese securities company. 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
our firm.
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.
We also recently assisted a large well known gaming and
entertainment company in its acquisition of a gaming software
development business to launch our client’s venture to create game
software content. Ultimately, the parties determined that the best
structure would be the acquisition of stock, but with complicated
vesting issues of third party shareholders. The parties desired to
move from the letter of intent, through due diligence inspection, to
the documentation of agreements and conversion of option to stock,
to the closing of the transaction in a very limited and intense
period of six weeks. Our firm accommodated this need, and we were
able to help the parties close two days ahead of their target
closing date.
Over the years, we have helped a number of our clients engage in
joint ventures, both in the United States and internationally. Our
firm recently assisted a Japan public company in entering into joint
venture agreements with distributors in the United Kingdom and
Germany. We also handled the merger and acquisition of the American
subsidiary of this Japanese public company.
We have also assisted one of the principals who founded a highly
successful search engine company in a number of joint ventures in
software development and internet browser-related industries. 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.
