Kelley Drye's Japan practice group, with the support of the firm's other multi-disciplinary areas of practice, provides a full range of legal services to: Japanese clients and their U.S.-based affiliates on inbound matters; U.S. clients on outbound matters; and Japanese clients on their activities in third countries. The group represents U.S. and foreign clients in various transactional matters involving Japanese parties. Lawyers in Kelley Drye's Japan practice are fluent in Japanese and have lived in Japan; this knowledge and experience allows them to bridge cultural differences, streamline communications and maximize efficiency. As this core team manages your matters, it draws on Kelley Drye's vast pool of legal talent to assist with mergers and acquisitions, antitrust, customs and international trade, litigation and arbitration, labor, tax, bankruptcy, governmental relations, environmental and intellectual property issues.
Lawyers in the firm's Japan practice are particularly skilled at guiding clients through cross-cultural negotiations and defusing potential deal-breakers to achieve goals that build relationships while saving time and money. Their agility and credibility in high-stakes negotiations have earned the team the trust of many leading companies in Japan, the United States and around the world.
- Japan into the United States (inbound) – The team advises Japanese businesses and financial institutions that have investments or operations in the United States. The team has particular expertise in corporate and commercial transactions, including M&A, joint ventures, licensing and strategic alliances; financing transactions; real estate transactions, including development and related financing, as well as purchase, sale and leasing; antitrust and competition matters; labor relations and employment discrimination; and litigation, arbitration and alternative dispute resolution. The group serves as General Counsel for many clients that do not have their own internal U.S. legal departments – providing full scope advisory services and training with respect to legal compliance and related U.S. customs practices.
- United States into Japan (outbound) – The team handles a range of transactions for U.S. companies doing business in Japan. Working with local counsel in the country, Kelley Drye's bilingual and bi-cultural lawyers have brought significant value to U.S. clients involved in M&A, joint ventures and other significant transactions in Japan.
- Third-Country Matters – As with its work on outbound matters, the Japan group's support of clients' third-country goals focuses on transactions such as infrastructure development and financing, M&A and joint ventures. The group combines the transactional acumen of Kelley Drye lawyers with the local experience of the firm's network of foreign law firms to give clients cost-effective support for cross-border transactions. Kelley Drye has particularly deep experience in supporting Japanese clients in their business activities in India, working with the firm's India practice group and Mumbai affiliate office.
Representative Experience
Mergers and Acquisitions
- Represented a major Japanese industrial gas company in its acquisitions of U.S. companies involved in industrial gas production and distribution, specialty gases and gas cabinets, equipment and distribution systems. Certain of these transactions required obtaining national security clearance from CFIUS under the Exon-Florio law and, in one case, the successful defense of an injunction action initiated by the U.S. Department of Justice under the antitrust laws.
- Represented a Japanese corporation in connection with the sale of one of the business divisions of its U.S. consumer home products subsidiary, as well as in a subsequent sale of a controlling interest in its other businesses.
- Represented a Japanese corporation in its purchase of a U.S. manufacturer of cryogenic refrigeration equipment used in semi-conductor and MRI applications.
- Represented the U.S. subsidiary of a major Japanese industrial gas company in the purchase of six air separation plants and related assets and equipment located in several states from the U.S. subsidiary of a major French industrial gas company.
- Represented a major Japanese industrial gas company and its U.S. subsidiary in connection with their acquisition of certain assets and business in the United States and Europe involving sources of supply, customers and equipment relating to helium.
- Represented the U.S. subsidiary of a major Japanese industrial gas company in connection with its acquisition of the largest independent distributor in the United States of industrial gases, related equipment and propane.
- Represented a U.S. Internet service provider in connection with a series of acquisitions and subsequent divestitures of ISPs throughout Asia, including Japan and Australia.
- Advised a Japanese ceramics manufacturer and a Japanese manufacturer of fork lift trucks in connection with acquisitions of their principal distributors in the United States.
Counseling
- Advised the U.S. subsidiary of a Japanese company in negotiating and restructuring of a significant joint venture relationship in the United States.
- Advised a major Japanese construction company in connection with tax disputes in India.
- Advised several Japanese corporations in connection with the restructuring of their U.S. operations, including the merger of several subsidiaries.
Bankruptcy
- Advising a major Japanese chemical and plastics company concerning a possible substantial purchase of assets of a U.S. chemical company operating as a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code.
- Advising a major Japanese chemical and plastics company and its U.S. subsidiaries concerning rights and strategies as a creditor, as well as supplier, customer, licensee and tenant, of a major U.S. chemical company operating as a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code.
- Advising the U.S. subsidiaries of various Japanese companies in connection with their claims as trade creditors of certain U.S. companies operating as debtors-in-possession under Chapter 11 of the U.S. Bankruptcy Code.
Other Corporate Transactions
- Represented a major Japanese industrial gas company in connection with the negotiation and documentation of contractual arrangements in connection with a joint venture with a major German industrial gas company involving the production and distribution in Europe of specialty gases and related equipment for semi-conductor applications; and the subsequent representation of the Japanese party in its buy-out of the interests of its joint venture partner and the resale of equity in the joint venture to another German company.
- Represented Indonesian state-owned companies, which have since been privatized, in connection with the negotiation and documentation of contractual arrangements with Japanese parties concerning the construction and operation of a $110 million cement plant and the optimization of a urea plant in Indonesia
- Represented a Japanese company in connection with its bids for construction of an oil and gas pipeline in India.
- Represented a U.S. chemical company in a joint venture with two Japanese chemical companies for the construction and operation of a new specialty chemical plant in Houston, Texas.
- Represented the U.S. subsidiary of a Japanese manufacturer with respect to a joint venture to establish a startup software development corporation, including employee incentive plans and stock options.
- Represented several U.S. subsidiaries of Japanese manufacturers regarding the sale of their multi-million dollar retail loan portfolios.
- Represented the U.S. subsidiary of a Japanese manufacturer with respect to the conversion of debt to equity in a U.S. corporation.
- Represented several U.S. subsidiaries of Japanese food processors with respect to the establishment of processing plants.
- Represented the U.S. subsidiaries of Japanese corporations regarding ISO 14000 certification and other environmental matters.
- Represented a U.S. company in connection with the licensing and subsequent sale of its Japanese trademarks covering certain apparel, footwear and baggage products.
Litigation and Arbitration/Antitrust and Competition
- Advising a major Japanese manufacturer of industrial equipment concerning alleged breach of contract claims and negotiating and documenting favorable settlements thereof.
- Represented the U.S. subsidiary of a Japanese company in connection with the defense and successful settlement of environmental claims bought by state regulators in California and New Jersey.
- Obtained favorable verdict in favor of Japanese trading company after four-month jury trial of price-fixing claims brought by a class of fishermen against our client and other foreign purchasers of raw salmon.
- Represented a major Japanese pharmaceutical company in connection with successful litigation brought to prevent the importation of gray market goods.
- Successfully represented of the U.S. subsidiary of a Japanese electronics manufacturer in connection with lawsuits brought by terminated dealers and sales representatives.
- Represented the U.S. subsidiary of a Japanese electronics manufacturer in defending Federal Court actions in which the plaintiffs alleged antitrust claims, including resale price fixing; and representing the same company in a related investigation by the Federal Trade Commission and negotiation of a consent order settling the matter.
- Represented the U.S. subsidiary of a Japanese electronics manufacturer in defending a class action brought against some 50 electronics companies by independent warranty servicers in California alleging a conspiracy in violation of the state consumer warranty and unfair trade practices laws.
- Represented Japanese companies in connection with civil and criminal investigations brought by the Department of Justice relating to alleged price-fixing conspiracies.
Labor and Employment
- Represented Japanese corporations in defense of employment discrimination claims and unfair trade practice claims based on employment practices.
- Represented a Japanese company in defending a workers compensation claim in Michigan brought by a subcontractor claiming to have been an employee.
