Securities

Securities

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Ropes & Gray’s Tokyo lawyers provide securities advice to companies to help them achieve their strategic objectives.  We have extensive experience representing corporate issuers, leading private equity firms and major investment banks in all aspects of equity capital markets financings, including:

  • First time listings and initial public offerings
  • High yield debt offerings and acquisition financing
  • Investment grade debt offerings
  • Private placements and Rule 144A/Regulation S offerings
  • Other exempt offerings such as bank securities and commercial paper financings
  • Spin-off, split-off, and carve-out transactions
  • Liability management transactions, debt exchanges, and debt restructurings
  • Structured finance transactions such as asset-backed instruments, credit-linked instruments, and CLOs
  • Privatizations
  • Trading, stabilization and other market activity
  • Disclosure issues and negotiating requirements
  • Shareholder proposals, proxy matters and takeover issues

Our extensive securities law experience also allows us to help clients navigate SEC and disclosure regulations, assuring timely and effective offerings.

Recent matters include:

  • Representing Nomura Securities in the US$8.6 billion merger of Nippon Oil Corp and Nippon Mining. We received the “Asia In-House Counsel 2011 Japan Deal of the Year Award” award for our role.
  • Representing Kenedix Realty Investment, a Tokyo-based real estate company, in its $175 million 144A high yield offering.
  • Representing Genzyme Corporation in multiple securities and derivative proceedings in U.S. federal and state courts alleging that the company issued misleading statements or failed to disclose material information relating to supply and manufacturing issues allegedly affecting the production of and revenue for several Genzyme products.  We also secured dismissal of all claims against Genzyme in a securities fraud class action alleging that Genzyme defrauded the market by failing to disclose preliminary merger discussions and negotiations with Bioenvision.
  • Representing GT Solar International and its lead venture capital sponsors in a securities class action brought by shareholders alleging disclosure violations in GT Solar’s US$500 million IPO.
  • Securing a dismissal of all claims against CBRE Realty Finance and certain of its officers and directors in a purported securities class action in connection with CBRE’s IPO.
  • Conducting an internal investigation and persuading the SEC not to pursue a formal investigation against a publicly traded biopharmaceutical company accused of misreporting clinical trial results in its SEC disclosure.
  •  Defeating multiple shareholder challenges to Bain Capital and Thomas H. Lee Partners’ $26.7 billion “going private” acquisition of Clear Channel Communications, Inc.
  • Advising hedge funds managed by Stark Investments in proceedings raising cross-border legal issues in multi-national mergers and the fiduciary duties imposed on boards of directors by laws in multiple jurisdictions, including Singapore.
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