Total Access Japan - これだけは押さえておきたい!コーポレートベンチャーキャピタル(CVC)に参入の重要事項

Seminar | July.11.2019 | 1:15pm - 2:15pm (Tokyo Standard Time)


English: Total Access Japan - Venturing into CVC? Here’s what you need to know



  • どのような企業がCVC投資をおこなっているのか
  • CVC投資の概要
  • ディールタームの交渉におけるベストプラクティス
  • タームシートの作成における重要事項
    • エコノミックターム(Economic Terms)
    • コントロール・ターム(Control Terms)
    • エグジット・ターム(Exit Terms)
  • サイドレター(Side Letters)
  • 戦略的な業務契約
  • 知的財産権所有権の分配に関する契約
  • ソースコード・エスクローとは
  • CVCの有益な活用法とは


日 時:7月11日(木)13:15 – 14:15
会 場:オリック東京法律事務所(アクセス
参加ご登録:Register Hereから7月9日までにご登録ください。

※1 当セミナーのプレゼンテーションは英語で行われますが、東京オフィスM&A・アンド・プライベート・エクイティ・グループの杉田 泰樹弁護士(第一東京弁護士会)が適宜、日本語で質問等にお答えいたします。

※2 このプログラムは米国ニューヨーク州およびカリフォルニア州のCLEクレジットの対象となっています。

CLE Credits Available: Y



  • M&A and Private Equity
  • Funds
  • Fintech
  • Real Estate
  • Technology Companies Group
  • Derivatives
  • China
  • Japan

Scott Peterman Partner M&A and Private Equity, Funds


Scott Peterman, a partner in Orrick’s Hong Kong office, is a member of the M&A and Private Equity Group.

Scott focuses on representing private fund sponsors and investors in the formation of alternative investment vehicles, including pan-Asian private equity funds, venture capital funds, infrastructure and real estate funds, private REITs, hedge funds, hybrid funds, emerging manager platform funds, Hong Kong authorized funds, and emerging market ETFs. In addition, he has advised on more than 150 account arrangements, representing sovereign wealth funds, universities, seeding and first-loss capital programs, family offices and individual investors.

Scott has extensive experience representing both Chinese state-owned enterprises and private companies in a broad range of M&A transactions, leveraged buyouts, venture capital financings, as well as relevant regulatory and compliance matters. He also counsels FinTech start-ups, develops compensation and profit-sharing schemes, and assists entrepreneurs in managing their wealth. 

Scott offers clients a unique perspective with in-depth knowledge in the technology and telecommunications industries, having served for 13 years as a Silicon Valley senior executive prior to practicing law, including as Apple’s first country manager for China and Korea, director of Asia Pacific for Alcatel Data Networks and director of North American Corporate Development for Cable & Wireless.

Scott has been consistently recognized by various prestigious legal publications such as Chambers Asia, Asia-Pacific Legal 500, IFLR1000 and Who’s Who Legal. He gains high praise from clients for his “incredible base of knowledge”, “commercial acumen” and “awareness of what the client wants.” He is known as “a very experienced practitioner” with “unparalleled” expertise in “complex economic structures”“Scott’s ability to understand what we wanted to accomplish and tailor-make our documents to our needs rather than giving us a ‘pre-hashed, cut-and-paste’ set of documents made him an unequivocal favourite,” a client noted. As an IFLR-designated "market leader," Scott has been characterized as one of the "true leaders of their field," with "a track record of high profile innovative deals" and "recognised as the standout performers in their country or practice area."

Scott’s personal research reflects his continuing interest in early Chinese Zen Buddhism. He is the translator of the Tang Dynasty classic, “Treatise on the Essential Path for Entering the Way through Sudden Enlightenment” and the Song Dynasty “Record of Dazhu’s Responses to Questions of Disciples from All Over.”

Prior to joining Orrick, Scott worked at Jones Day and Sidley Austin in Hong Kong, and practiced in the United States, United Kingdom, and Japan for many years.



  • M&A and Private Equity
  • Technology Companies Group
  • Corporate
  • China

William Ho Of Counsel M&A and Private Equity, Technology Companies Group


William Ho, an of counsel in Orrick’s Hong Kong office, is a member of the M&A and Private Equity Group. He has extensive experience in the areas of cross-border mergers and acquisitions, private equity, venture capital, privatizations, and strategic investments.

Will regularly represents major private equity funds in their investments across Asia, with a strong focus in the tech space. Over the years, he has been actively involved in the start-up scene in Greater China and Southeast Asia, and has built a reputation for advising early-stage start-ups on their capital raisings, financings and general corporate matters.

Will’s practice also includes advising a number of Hong Kong-listed issuers and investment banks on a wide range of capital markets and M&A transactions, including privatizations, security offerings (primary and secondary), as well as private investments into public equity (PIPE) transactions.

Prior to joining Orrick, Will began his career at Slaughter and May before moving to Paul, Weiss, Rifkind, Wharton & Garrison.

In addition to being admitted as a solicitor in Hong Kong, Will is also admitted as a solicitor in New South Wales, Australia (currently non-practicing).



  • M&Aおよびプライベートエクイティ
  • テクノロジー企業グループ
  • Fintech

杉田  泰樹 パートナー M&Aおよびプライベートエクイティ, テクノロジー企業グループ