Capital raising and the issuance of debt and equity reflect the life blood of businesses around the globe. Masuda Funai represents domestic and foreign companies from a diverse array of industries participating in in-bound and out-bound investments from all over the world, into and across the United States. We advise domestic and foreign-owned issuers and investors on a wide array of capital transactions such as securities offerings, “Blue Sky” law, and private placements including Regulation S and Regulation D offerings.
Our attorneys guide clients through the challenges of disclosure and documentation, as well as advise on exemptions from federal and state securities registration laws and compliance with resale and trading restrictions. In the rapidly-changing regulatory environment, we also counsel clients on the compliance issues applicable to the industries into which they are investing, including national security (e.g., Committee on Foreign Investment in the United States [CFIUS]) reviews and filings and commercial (dual-use) and defense related export licensing. We prepare term sheets and letters of intent, private placement memoranda and subscription documents, as well as perform the requisite securities filings as needed. We negotiate securities offerings and purchases, and work diligently with each client to overcome the complexities of investor, first refusal, co-sale and registration rights. We know how to resolve the control and governance aspects of sophisticated, big ticket investments.
Masuda Funai’s decades of global business perspective and national and international commercial transactions experience allow us to maximize and leverage our client’s position at every stage of the deal. We advise on investments within the United States, from Japan to the U.S., and on cross-border transactions between countries outside the U.S. Our understanding of the law and dedication to remaining at the forefront of domestic and cross-border investment trends serve us in negotiating and closing complicated transactions in an efficient and economical manner.