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Providing sound legal advice and reliable business counsel are at the core of the extensive business practice at Masuda Funai. Our business lawyers work with domestic and international companies on a wide range of issues – from complex M&A and financing transactions, tax and real estate matters, to general day-to-day operational issues – often serving as outside general legal counsel over several years, as the company grows. We routinely represent foreign companies in the establishment and growth of their operations and facilities in the U.S. Many of our current clients have relationships of 25 years or more with their Masuda Funai lawyers.

In every representation, we strive to provide, in a timely and personal manner, services that fit precisely with each client's needs. For our foreign clients doing business in the United States, we have dedicated substantial resources and systematically adapted our work processes to provide detailed reporting on open matters and transactions. We clearly explain U.S. legal obligations and business practices at every step of the representation, frequently in the client's native language.

If you have any questions or would like further information about Masuda Funai's Business practice, please contact the chair of the Group, Dayne Kono, at 312.245.7500 or via email at dkono@masudafunai.com

RANGE OF SERVICES AND EXPERIENCE
The following is an overview of the range of services and expertise in our corporate practice.

Mergers, Acquisitions and Divestitures. Throughout the process of merging, acquiring and selling corporate entities, our lawyers' focus remains solely on the client and how our counsel can most directly help them to meet the goals of this transaction. Providing able client counsel and assistance in the antitrust reporting and clearance aspects of mergers, acquisitions and divestitures is only one of the ways in which Masuda Funai lawyers guide domestic and foreign client companies through the intricacies of these transactions. As each situation requires, we coordinate the resolution of potentially difficult issues with the advice and counsel of other members of Masuda Funai, whose practices are dedicated to intellectual property and technology, employment, environmental and real estate law.

Formation and Maintenance of Business Entities. We bring decades of experience in many sectors of the global economy to understanding a client's business and advising on the most appropriate organizational form to meet corporate objectives. Our lawyers work with domestic and multinational companies on the intricacies and benefits of forming corporations, limited liability companies, partnerships and other commercial entities. We also counsel shareholders and other interest holders on shareholder agreements, LLC operating agreements and similar contractual arrangements for the management of a corporation or LLC. Under the supervision of our corporate lawyers, our legal assistants maintain corporate records for hundreds of private entities doing business throughout the United States.

Corporate Structure. We have extensive experience in counseling multinational clients on restructuring corporate groups and documenting related company transactions. We are extremely sensitive to the time requirements in restructurings and work hard to assure timely government filings and implementation of restructurings and reorganizations. We also assist clients in structuring and restructuring employee stock participation plans, phantom stock plans and deferred compensation plans.

International and domestic Joint Ventures and Alliances. As our clients enter negotiations with joint venture partners or joint developers, we work with them to clarify our client's objectives and to determine the structure that will best meet those objectives and most ably protect their interests. As business conditions change or objectives are not met for other reasons, we negotiate restructurings, buy-outs or terminations, as appropriate. Our lawyers draft creative solutions for strategic alliances by means of contractual arrangement or joint ownership. We have particular expertise in structuring international business ventures and alliances, including obtaining necessary antitrust clearances and technology licensing agreements.

Commercial Financings. We represent lenders and borrowers in structuring, negotiating and documenting asset-based and cash flow secured and unsecured loan transactions; advising and counseling businesses of all types and sizes in their borrowing and other capital raising activities. We counsel and represent agents and lead lenders in middle-market syndicated asset-based financings. And always, we work closely with our clients to ensure they fully understand the risks and rewards of complicated financing arrangements, including loan syndications, letters of credit, industrial revenue bonds, leveraged lease transactions and asset securitization programs.

Our legal assistants, who are familiar with the intricacies of the filing requirements in the various states, assist our banking and commercial lending clients to manage their Uniform Commercial Code financing statements by filing the initial financing statements, tracking expirations and filing the appropriate extensions or amendments.

Investments. Masuda Funai corporate finance lawyers represent and counsel domestic and foreign companies in diverse industries participating in in-bound and out-bound investments.

• Represented the lender in construction financing for a multiphase condominium conversion.

• Represented the lessee in a $16,200,000 leveraged lease of manufacturing equipment in Indiana.

• Negotiated the investment, distribution and research collaboration arrangements for a pharmaceutical company with respect to an East Coast, early-stage biomedical company.

• Represented a factory automation company in the acquisition of an industrial control manufacturer.

• Represented a foreign chemical producer in connection with its acquisition of the metal coolant division of a publicly traded U.S. chemical company.

• Represented a foreign company in the acquisition of its distributor for products used in the construction industry.

• Represented a foreign company in the divestiture of software subsidiaries to a public company for approximately $60 million.

• Represented a foreign company in the material handling industry in the formation of a joint venture company to foster sales in the United States and, subsequently, the acquisition of the unowned portion to make the joint venture wholly owned by the foreign company.

• Represented a foreign company that invests in U.S. agricultural properties in connection with its $48 million acquisition of a stud farm in Virginia.

• Represented a foreign trading company and a foreign forklift manufacturer in connection with a management buy-out of a U.S. forklift distributor.

• Represented a leading foreign manufacturer of industrial sewing machines and accessories in its acquisition of a similar U.S. company.

• Represented a leading foreign power tool company in its acquisition of a consumer hand power tool manufacturer.

• Represented a manufacturer of industrial equipment in the formation of a joint venture for the manufacture and sale of manufacturing equipment to major automobile companies.

• Represented a national industrial metal and hose manufacturer in connection with its acquisition of a flexible interlocked metal hose manufacturer.

• Represented a navigation product company in the acquisition of a laser control system company.

• Represented a Silicon Valley VoIP hardware company in its attempt to acquire an East Coast VoIP software company.

• Represented a subsidiary of a large foreign trading company in connection with its divestiture of its wire rope division.

• Represented an electronics company in the sale of its large stake in a semiconductor manufacturing equipment company.

• Represented the founder in the start-up and financing of a company with a proprietary plasma pyrolysis waste treatment technology.

• Represented the lead venture capital investor and strategic partner in the formation of a start-up to develop, patent and commercialize the spherical semiconductor and "Clean tube" Eprocesses.

• Represented, as co-counsel, a large foreign consumer products manufacturer in connection with its $165 million acquisition of a U.S. manufacturer of dental care products.

• Represented, as co-counsel, a leading foreign consumer foods manufacturer in connection with its $14 million acquisition of a genetics research and development company

• Represented computer electronics manufacturer in its acquisition by and merger into a nationally recognized computer manufacturer.

• Represented the lender in a $15,000,000 term loan to a joint venture between German and Japanese multinational corporations.

• Represented the lender in a $25,000,000 hotel acquisition financing.

• Represented the lender in a $40,000,000 revolving credit facility supported by foreign parent guarantee.

• Represented the lender in connection with a $25,000,000 credit facility to a new joint venture partnership between Japanese and U.S. auto parts manufacturers.

• Represented the lender in connection with a $75,000,000 standby credit facility.

• Represented the lender in connection with the restructuring and work-out of a $61,000,000 financing.

• Represented the lender in connection with the restructuring of a real estate-secured $16,000,000 credit facility.

• Represented a NYSE-listed borrower in connection with a syndicated $200 million multi-currency credit facility.

• Represented the borrower in a $225,000,000 syndicated credit facility relating to its acquisition of a division of a major U.S. automobile manufacturer with facilities in the United States and Mexico.

• Represented a foreign-based consumer products manufacturer in connection with the $165 million sale of its minority interest in a national U.S. retailer.

• Represented an international automobile parts manufacturer in connection with its $230 million acquisition of a division of a Big Three U.S. automobile manufacturer.

• Represented an international power tool and motor products manufacturer in connection with the divestiture of the off-shore subsidiaries in its power tool division's manufacturing operations in the U.S. and sales and distribution operations in Canada, France, the United Kingdom, Australia, New Zealand and Taiwan, including negotiation of worldwide technology and trademark licenses and ongoing supply agreements.

• Represented an international consumer products and auto parts manufacturer in connection with its $325 million acquisition of a manufacturing division of a large U.S. conglomerate.

• Represented an international trading group in an $8 million equity and subordinated debt investment in a company engaged in the development, production and commercialization of instrumentation for the monitoring of high-purity water in the semiconductor and pharmaceutical industries.

• Represented a multinational company with annual revenues of $1.6 billion in restructuring its U.S. group through streamlining operations and the use of holding company structure.

• Represented a Japanese bank in connection with a ¥1,500,000,000 loan arranged with a currency swap arrangement.

• Represented agents and lead lenders in numerous middle-market syndicated asset-based financings.

• Represented captive financing company in the restructuring and cross-collateralization of equipment financings with an aggregate value of $25,000,000.

• Represented Ohio manufacturer in connection with issuance of $7,300,000 Industrial Development Revenue Bonds relating to construction of manufacturing facility.

• Represented Tennessee manufacturer in connection with a $45,000,000 bond financing.

• Represented the agent bank in connection with a $20,000,000 construction loan facility relating to a new Alabama manufacturing facility for an auto parts manufacturer.

• Represented the credit enhancer in connection with a $62,000,000 financing of a significant real estate acquisition and subsequent overseas syndication thereof.

• Represented the credit enhancer in connection with the $80,000,000 financing of a leveraged buy-out of an internationally renowned racetrack.

• Represented the debt participants in a leveraged lease of manufacturing equipment to an auto parts manufacturer in Indiana.

• Represented an Israeli bank in connection with participation in syndicated financing of a U.S. sports stadium.

• Represented a large consumer financing and leasing corporation in connection with its sale of a prestigious thoroughbred horse racing track in the United States.

• Represented a foreign electronic parts manufacturer in connection with its $65 million acquisition of a division of a U.S. electronic component manufacturer.

• Represented the issuing bank in connection with a $32,500,000 standby letter of credit to support a purchase agreement between a German automobile manufacturer and a U.S. auto parts manufacturer.

• Represented the issuer in a structured $50,000,000 issuance of variable rate preferred stock.

• Negotiation of several joint ventures by leading first tier suppliers to manufacture high-performance auto parts for Toyota, Ford and other OEMs.