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REPRESENTATIVE TRANSACTIONS Lead counsel for global Japanese car parts maker's buy-out of its 30 year U.S. Fortune 100 company joint venture partner's $150million business serving the North American Japanese auto-transplant car maker market. Instrumental in negotiating, planning, and executing merger and acquisition. Managed and cooridnated multi-state and multi-national legal and management teams. Japanese Latin American Real Estate Development Project: Managed stock sale of Japanese parent company's 2 Costa Rica corporations and primary asset consisting of a 2,800 acre Pacific Ocean beach front property in Guanacaste, Costa Rica to a Four Seasons affiliated hotel and resort development company. Previous responsibilities included researching and drafting a Latin American real estate investment feasibility study for the purchase of farm and beach front property, managing and coordinating all aspects of a property acquisition in 1991, setting up corporate holding structure in Costa Rica, conducting and coordinating shareholder meetings, negotiations, and business development issues for Japanese developers, U.S. advisors and Costa Rican legal counsel and governmental agencies, negotiating and drafting legal services, stock transfer and resident agency agreements, negotiating and drafting employment, management services, lease, ostrich purchase agreement, U.S. customs clearances, and private airplane charter and transportation agreements, advising on the establishment and operations of the sole Pitaya fruit growing and sales operation in Costa Rica, and establishing and managing local legal counsel relationships. Japanese Software Manufacturer: U.S. legal counsel advising on all matters related to establishment and operations of U.S. subsidiary. Austrian Corporate Events Planning Company: U.S. legal counsel advising on all matters related to establishment and operations of U.S. subsidiary. Japanese New Jersey Based International Publishing Company: U.S. legal counsel advising on all matters related to operations of U.S. subsidiary. Responsible for coordinating and managing local counsel in New Jersey. Japanese U.S. Based Trading Company: U.S. legal counsel advising on all matters related to operations of U.S. subsidiary. Japanese New York Based Music Retailer: U.S. legal counsel advising on all matters related to operations of U.S. subsidiary. Japanese Advertising Film and Television Producer: U.S. legal counsel for all matters related to Japanese television, film, and commercial productions produced by client in New York and Los Angeles. Dispatch Management Services Corp.: Retained to handle and advise on all matters related to Japanese courier market investment and joint venture establishment. U.S. Fortune 800 Company Japan Joint Venture: Retained to handle and advise on all matters related to joint venture establishment in Japan; drafting Memorandum of Understanding, Letters of Intent, Buy-Sell Agreements, and Joint Venture Agreement; coordinating activities between client, investment bank and local legal counsel in Tokyo, Japan. Japanese Automobile Parts Manufacturer: retained as outside international and U.S. legal counsel responsible for handling international transactional issues; responsible for European re-organization, termination of joint venture and establishment of wholly owned manufacturing facility in France; responsible for coordinating and managing local counsel; drafted joint venture agreement for manufacturing and marketing project in India; handling various licensing agreement negotiations for manufacture and distribution worldwide; negotiated and coordinated meeting with U.S. Fortune 500 company for joint venture and technology exchange project (June 1995); negotiated and drafted international technology licensing agreements, exclusive and non-exclusive product distribution agreements, and commercial bank escrow agreements for U.S. joint venture partners; negotiated settlement to arbitration involving technology exchange and license agreement and market territory dispute between Japanese client and U.S. licensor agent; drafted legal memorandum regarding the resale of restricted securities under Regulation D and Rule 144. Japanese Medical Supply Manufacturer: handling negotiation and drafting issues for exclusive distribution and license agreements for certain Japanese medical products and manufacturing technology in England, Germany, Switzerland, and certain Eastern European countries; handled legal research for patent infringement litigation in Japan between U.S. Fortune 500 company and client; negotiated and drafted software development and licensing agreement between client and a Canadian software development company. Japanese Internet Start-Up Company: investor/part owner providing general start-up and general legal assistance regarding all aspects of a newly established Internet information tracking software company. Pacific Rim Resort Development Joint Venture and Other Projects for U.S. Based Company: handling and negotiating all aspects of a “bioresort” project in the Philippines and Indonesia, including providing advice on corporate structure, company formation, management, the procurement of OPIC investment insurance, USAID, Import Export Bank, Inter American Development Bank and International Finance Corporation financing and insurance issues for which the project may qualify, as well as the management of local legal counsel concerning application of local laws, rules, regulations and practices; providing advice on establishing U.S. and international business entities for global investment purposes, including the establishment of offshore investment structures, trusts and other investment and tax planning vehicles, and the purchase and sale of unregistered U.S. securities on the Hong Kong and Singapore exchanges through foreign based investment vehicles and correspondent address structures; negotiated and drafted stock purchase, real estate purchase, guaranty, and promissory note for planned Fiji Island real estate purchase; due diligence. Japanese Sports Car Distributor: negotiated and drafted exclusive distributorship and trademark use agreements for distribution of Westfield Sports Cars in Japan. Japanese Industrial Absorbents Manufacturer: assisting Japanese counsel with U.S. partner’s Japanese patent applications, negotiated and drafted stock purchase and guaranty agreements for client's joint venture and technology exchange relation with a U.S. industrial absorbent manufacturer. * The names of the parties in the above mentioned transactions have been withheld at the request of the clients. |
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