Orrick Library Seminar - M&A Representations and Warranties Insurance in Mergers and Acquisitions: An Overview

Seminar | June.11.2019 | 9:00am - 10:30am (Tokyo Standard Time)

Orrick Tokyo

日本語:M&A取引における表明保証保険の概要

Orrick's Global Japan Practice is hosting a series of "Orrick Library" seminars to explore legal issues in various fields in Japan as well as the United States, Asia and Europe. The next seminar will be held on Tuesday, June 11 from 9:00 am to 10:30 am.

With a significant emerging trend in the use of M&A representations and warranties insurance in mergers and acquisitions of privately held companies, both strategic acquirers and private equity buyers have gotten increasingly comfortable in using such insurance for their acquisitions, providing meaningful benefits to both the buyer and seller in an acquisition. This seminar, presented by Richard Smith, a leading US M&A expert for over three decades and partner in Orrick’s Silicon Valley Office, will provide an overview of representations and warranties insurance, its benefits, the scope of coverage and exclusions, and other key issues as well the impact of this insurance on deal terms.

The 90-minute seminar will cover the following:

  • What is Representations and Warranties Insurance (RWI)?
  • The Process for Obtaining RWI
  • The Benefits of RWI
  • Typical RWI Policy Terms
  • Typical Exclusions and Limitations
  • Key Issues to be Negotiated Between Buyers and Sellers
  • Influence of RWI on Deal Terms

This seminar will be presented by videoconference. There will be time set aside for questions and answers.

Date: Tuesday, June 11, 9:00 am – 10:30 am (Registration from 8:45 am)
Place: Orrick Tokyo Law Office (Map)
Speakers: Richard Smith, Partner, Silicon Valley Office
Language: English
Fee: No charge
Registration deadline: June 7 (Friday)

* Tokyo Litigation Partners Yoshihiro Takatori (Dai-Ichi Tokyo Bar Association), Shinsuke Yakura (Dai-Ichi Tokyo Bar Association) and Tokyo M&A and Private Equity partner Hiroki Sugita (Dai-Ichi Tokyo Bar Association) will also join and offer additional comments and perspectives in Japanese.

* * Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the States of New York and California.  This continuing legal education course has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.5 credit hours, of which 1.5 credit hours can be applied toward the areas of professional practice requirement.

For questions, please contact Aya Mori.


CLE Credits Available: Y

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Practice:

  • M&A and Private Equity
  • Technology Companies Group
  • Japan
  • Taiwan

Richard Smith Partner M&A and Private Equity, Technology Companies Group

Silicon Valley; San Francisco

Richard Vernon Smith, a partner in our Silicon Valley and San Francisco offices and a member of our Global Mergers & Acquisitions and Private Equity Group, has over 35 years of experience in the areas of mergers and acquisitions, securities law and corporate law.

Richard has advised on more than 500 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, distressed asset sales (including 363 sales), leveraged buyouts, tender offers and exchange offers, going private transactions, mergers of equals transactions, going dark transactions, hostile takeovers, proxy contests, takeover and activist defense, purchases and sales of divisions and subsidiaries and joint ventures.

Richard also has represented clients in a wide range of SEC-registered, underwritten and privately placed stock and debt offerings, and he has assisted companies in connection with issuer tender offers (both equity and debt), recapitalizations, restructurings and rights offerings. He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. He also assists clients in compliance with the Dodd-Frank Act of 2010 and Sarbanes-Oxley Act of 2002; Section 16 of the Securities Exchange Act of 1934; real time disclosure compliance; sales of restricted securities and sales of securities by insiders; disclosure issues, including with respect to Rule 10b-5 and Regulation FD; and NYSE/NASDAQ rule compliance and inquiries.

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Practice:

  • Complex Litigation & Dispute Resolution
  • International Arbitration & Dispute Resolution
  • Cyber
  • Antitrust & Competition
  • Mass Torts & Product Liability
  • Intellectual Property
  • Employment Law & Litigation
  • Japan

Yoshihiro Takatori Partner Complex Litigation & Dispute Resolution, International Arbitration & Dispute Resolution

Tokyo

Yoshi Takatori is head partner of Orrick's Global Japan practice and Tokyo's Litigation Group. His practice focuses on cross-border dispute resolution including multi-jurisdictional litigation and international arbitration on intellectual property, product liability, anti-trust, FCPA and UKBA and compliance investigation and disputes involving labor laws. Yoshi has been recognized by numerous international publications such as being ranked Band 1 as a Dispute Resolution lawyer in Chambers Asia Pacific and recognized as a leading individual for Dispute Resolution and Intellectual Property for Asia Pacific Legal 500.

Yoshi has an active practice advising and counseling multi-national Japanese companies and the Japanese Government, on proactive cybersecurity program development and strategy. He also advises on cybersecurity issues in the context of adversarial proceedings and dispute resolution. He is an Editor and Co-author of “Cyber Security Strategy for Litigation and Compliance,” which is the first book in the Japanese legal marketplace discussing multi-stakeholder risk management strategies relating to external cyber-attacks and insider cyber trade secret theft. He is regularly consulted by leading media outlets, including TV and newspapers, and quoted, in major business publications on cybersecurity issues and insights.

Yoshi's previous experience includes:

  • representing several Japanese companies in the Cresvale Securities (Princeton Bonds) incident, which victimized over 150 Japanese companies, and played a central role in the trial and settlement procedures in Japan and New York;

  • successfully representing clients in a number of IP-related dispute resolutions involving trademark, counterfeit and patent issues in U.S., Asian and EU jurisdictions. In recent years he has gained attention for victories in compensation for damages of trademark infringement in foreign countries through application of foreign law and Japanese law through the Act on General Rules for Application of Laws; and

  • numerous achievements in cross-border enforcement, trial and international arbitration such as obtaining a temporary restraining order in Japanese court based on the certified decision in California that includes JPY280 billion in punitive damages.

In addition, Yoshi is listed as a recommended arbitrator for the Japan Commercial Arbitration Association (JCAA) and listed on SIAC's Panel of Arbitrators and KCAB’s Panel of Arbitrators and as a Specialist Mediator at Singapore International Mediation Center (SIMC). He is a qualified FCIArb and serves key positions in the international arbitration field such as being the executive director for the Japan Association of Arbitrators, and co-convener of the Japan Chapter of the Chartered Institute of Arbitrators (CIArb.).

Prior to joining Orrick, he was chair of the litigation department at the Tokyo office of Paul, Hastings, Janofsky & Walker LLP.

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Practice:

  • Complex Litigation & Dispute Resolution
  • Patents
  • Copyright, Trademark & False Advertising
  • Intellectual Property
  • Antitrust & Competition
  • International Arbitration & Dispute Resolution
  • Mass Torts & Product Liability
  • Employment Law & Litigation
  • Japan

Shinsuke Yakura Partner Complex Litigation & Dispute Resolution, Patents

Tokyo

Shinsuke Yakura is the Office Leader of Orrick's Tokyo office and a member of the Complex Litigation and Dispute Resolution Group. He is an expert in handling cross-border litigation, arbitration, intellectual property and compliance matters.

His practice focuses on intellectual property, antitrust, product liability, medical and pharmaceutical, and other commercial disputes for both domestic and foreign companies. He actively engages in cross-border litigation and arbitration, and draws on his extensive knowledge and experience from various countries.

In regards to intellectual property, Shinsuke has represented numerous companies in patent infringement litigation involving a wide range of technologies related to electric devices and industrial machinery. He has also handled other IP-related issues such as trademark, copyright and right to publicity. He is a qualified patent attorney (Benrishi) in Japan.

Recently, he has been involved in business and legal issues related to artificial intelligence (AI), Internet of Things (IoT), and big data; he also acts as the Asia representative of Orrick’s Global AI Working Group.

Consistently providing strategic advice from a global perspective, he is also actively involved in bribery regulations including FCPA and UKBA, antitrust and competition law, cartel, fraud and compliance investigations.

He also advises in mergers and acquisitions, licensing and other transactional matters.

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Practice:

  • M&A and Private Equity
  • Technology Companies Group
  • Fintech

Hiroki Sugita Partner M&A and Private Equity, Technology Companies Group

Tokyo

Hiroki Sugita is a partner in Orrick’s Tokyo Office and a member of the M&A and Private Equity Group. He works on a wide range of cross-border transactions including mergers and acquisitions, joint ventures, emerging companies and venture capital transactions, and private equity investment especially in Japan, the United States, Europe and Asia.

He also has extensive experience in fund formation, real estate and various types of finance transactions.

Hiroki has a deep understanding of clients’ needs from his secondment experience with a U.S. investment bank in 2005 and a Japanese major trading house from 2012 to 2014.

Prior to joining Orrick, Hiroki worked at O’Melveny’s Tokyo office as a counsel where he mainly worked on cross border M&A.

He is recommended in various publications and rankings including Corporate and M&A in The Legal 500 Asia Pacific (2015, 2017, 2018 and 2019).