Contact:
Michael G. O'Bryan
Contact: Michael O'Bryan
Morrison & Foerster advises U.S. and international companies in all aspects of the formation, financing, operation, restructuring
and governance of strategic alliances and joint ventures. In the last five years, Morrison & Foerster has assisted in the
formation of over 50 joint ventures, ranging in value from hundreds of millions to billions of dollars.
We understand our clients' motivations, and the various advantages, risks, structuring options, tax and financial considerations,
and legal issues involved in creating and dissolving joint ventures. Our attorneys have extensive experience with the complexities
of formulating an exit strategy; including by an initial public offering, third party sale; purchase or sale option between
venture partners and dissolution. We have the experience and expertise to assist clients with post-joint venture relationship
issues such as ownership/licensing of intellectual property, division of territories and customers, and non-competition agreements.
Our joint venture and strategic alliance experience spans many industries, including technology, telecommunications, Internet,
chemicals, pharmaceuticals, life sciences, consumer products, banking and financial services.
Morrison & Foerster utilizes an extensive global network to counsel clients regarding joint ventures and strategic alliances,
including offices in New York, California, Tokyo, Hong Kong, China and London. The firm has a vibrant Latin American practice,
particularly in Mexico and Brazil, where Morrison & Foerster has handled many joint ventures and strategic alliances.
Morrison & Foerster also assists clients with the structuring and formation of joint ventures in connection with domestic
and cross-border real estate and other finance transactions, including structured finance and securitization transactions,
syndicated lending and mezzanine and preferred equity financings, as well as representing clients in a wide variety of co-investment
arrangements for real estate investment and development activities.
Representative Matters
China Putian/Beijing Capitel. Representation of China Putian and Beijing Capitel in the merger of Nokia’s four existing joint ventures in China into a
single joint venture. The new company represents one of the largest foreign invested enterprises, as well as the largest manufacturer
and exporter in China’s mobile telecommunications industry.
Fujikura Ltd. Representation of Fujikura Ltd., a Japanese cable maker, in the dissolution of its joint venture with Alcoa, Inc. (NYSE:
AA), the U.S. aluminum producer.
Fujisawa. Representation of Fujisawa in connection with the international aspects of its proposed $8 billion merger with Yamanouchi,
combining Japan’s 3rd and 5th largest pharmaceutical companies, and the largest pharma merger in Japan to date.
Fujitsu. Representation of Fujitsu in the restructuring and expansion of its flash memory joint venture with AMD, resulting in the
creation of a fully integrated stand-alone flash company with 7,000 employees and annual sales on formation of $3 billion.
Fujitsu. Representation of Fujitsu in it strategic alliance with Sun Microsystems to jointly develop the two companies’ next generation
UNIX servers, including agreements for integration of world-wide development, manufacturing, and distribution resources.
Kodak China. Representation of Kodak China in the largest ever acquisition of State-owned shares of a public Chinese company, Luck Film
Co., valued at $150 million, and in negotiating a related strategic cooperative alliance.
Rockefeller Group International Inc. Representation of Rockefeller Group International Inc. in its proposed $1 billion investment in a water front preservation
and development project in Shanghai. Rockefeller signed a cooperative joint venture contract with Shanghai New Huangpu Group
Company for the development and financing of Phase I of the Project.
SOFTBANK Corp. Representation of SOFTBANK Corp. in its $1.5 billion strategic alliance with Cisco Systems, including Cisco’s $200 million
investment in SOFTBANK, repurchase of an 11% interest in Cisco Japan for $275 million, and the funding of a $1 billion private
equity fund focusing on wireless and broadband service providers in the Asia-Pacific region.
Sony Computer Entertainment. Representation of Sony Computer Entertainment in connection with the Sony group’s $1 billion investment in new semiconductor
fabrication lines, including its $325 million agreement with IBM for the development of next generation PlayStation 3 chips.
Thomson S.A./DIRECTV Group, Inc. Representation of Thomson, a French NYSE-listed company, in the acquisition of set-top box manufacturing assets of Hughes
Network Systems, Inc. for up to $400 million and the related long-term supply and development agreement of digital satellite
set-top boxes with DIRECTV.
Toshiba. Representation of Toshiba in the negotiation of its strategic foundry relationship with Xilinx under which Toshiba will produce
programmable semiconductor products for Xilinx.
Vernalis plc. Representation of Vernalis plc in a $400 million North American license and co-promotion rights agreement for Frova with
Endo Pharmaceuticals
Vernalis plc. Representation of Vernalis plc in connection with its $100 million collaboration with U.S. biotech Biogen Idec, and in connection
with the latest stage of its research collaboration with Novartis.
