Morrison & Foerster's Tokyo Office represents Japan's most active internet companies in their Japanese and international transactions.  Recent transactions on which we have advised include:

• Yahoo!’s investment in SOFTBANK’s China affiliates, Alibaba and Tao Bao (2005).  We represented SOFTBANK in connection with Yahoo!’s $1 billion investment in SOFTBANK’s China affiliates, Alibaba and Tao Bao.  In the transaction, Yahoo! paid $1 billion and contributed its existing China business to Alibaba in return for a 40% stake in the newly combined Alibaba/Tao Bao entity.   SOFTBANK remains the entity’s second largest shareholder with a 30% stake.

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• Rakuten’s purchase of Linkshare (2005).  We represented Rakuten, Japan's largest online retailer, in its purchase of Linkshare Corporation, a leader in the US online affiliate marketing business, for $425 million.  This was Rakuten’s first U.S. acquisition. 

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• Cecile's acquisition by Livedoor (2005).  We represented Cecile, a leading mail-order retailer, in its business tie-up with Livedoor, an emerging internet service company. In the first phase of the deal, Livedoor will purchase a 25.73% interest in Cecile from its largest shareholders for $90 million. Livedoor will then purchase at least 24.4% of Cecile shares, via a tender offer for an additional $85.4 million.

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• Rakuten’s investment in Ctrip (2004).  We represented Rakuten, Japan’s largest online retailer, in its $110 million investment in NASDAQ-listed Ctrip, China’s largest travel consolidator and online travel site.  The transaction was Rakuten’s first substantial overseas investment and resulted in Rakuten becoming Ctrip’s largest shareholder.

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• Yahoo Japan search engine transactions with Google and Overture (2004).  We represented Yahoo Japan in its sponsored search transactions with Google and Overture and in a series of other search-related and commercial transactions.

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• Yahoo Japan Co-branded toolbars (2004).  We represented Yahoo Japan in drafting and negotiating agreements to develop and license co-branded versions of the Yahoo Japan companion toolbar for distribution with certain Adobe and Macromedia software products.

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• Sega’s entrance into the China online gaming market (2004).  We represented Sega in its entrance into the China online gaming market through licenses with CNC Broadband Entertainment for the CTRacer massively multiplayer online (MMO) game and with T2 for the Shenmue Online MMO role-playing game.

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• SOFTBANK Corp.’s joint venture with NCsoft (2002).  We represented SOFTBANK Corp. in its joint venture with NCsoft to develop and distribute online game services in Japan.

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• NTT Holdings joint venture with Internap (2002).  We represented NTT Holdings in its joint venture with NTT-ME and Internap Network Services to provide high-speed Internet connectivity services in Japan.

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• SOFTBANK internet joint ventures.  Since the beginning of 1998, Morrison & Foerster has represented SOFTBANK in the formation of numerous joint venture companies in the internet area.  

• For instance, the firm negotiated the principal contracts governing, and formed, the following Japanese internet companies, working wth SOFTBANK:

  • Ariba Japan
  • broadcast.com, Japan
  • E*Trade Japan
  • Insweb Japan
  • E-Bond (a joint venture with Lehman Brothers for online bond trading)
  • Cognotec Japan (a joint venture with Cognotec and American Express for foreign exchange trading)
  • VerticalNet Japan
  • WebMD Japan
  • Priceline Japan
  • Morningstar Japan (a joint venture with Motley Fool for online financial services)
  • Carpoint Japan (a joint venture with Microsoft for online car shopping)

   

• Fujitsu’s webTV joint venture with Microsoft (2000).  We represented Fujitsu in its joint venture with Microsoft for the formation of WebTV KK, and the establishment of a new on-line network in Japan. The transaction involved the establishment of a broad relationship between Fujitsu and Microsoft, and the negotiation of terms for Fujitsu’s supply of on-line content, ISP and hosting services.

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• Razorfish’s joint venture with Sony (2000). We represented Razorfish in the formation of its joint venture with Sony to provide digital consulting services in Japan.