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J. Ryan Dwyer, III

Managing Partner, Tokyo Office
Fax +81.3.3597.6421
Mr. Dwyer concentrates his practice on cross-border M&A for Japanese clients investing outside of Japan, foreign direct investment into Japan by US and other non-Japanese companies and international joint ventures involving Japanese parties. He is the Managing Partner of the firm’s Tokyo office and a member of the firm’s Global Advisory Council. He is a past member of the firm’s Global Management Committee and also served as one of the firm’s global coordinators of its M&A practice. He has extensive experience advising non-Japanese companies on the corporate, regulatory, employment and commercial aspects of transactions and investing in Japan and setting up and operating businesses in Japan. He has worked across a number of industries on Japanese and complex cross-border deals, with particular focus in the technology sector, advising companies in relation to licensing and distribution agreements, and regulatory issues. Mr. Dwyer has been ranked in several legal publications including Legal 500 Asia-Pacific 2016 and Chambers Asia 2008-2009.
  • Advised Tokyo Century Corporation in connection with its additional investment into Newport Beach, California based Aviation Capital Group LLC increasing its ownership stake to 24.5% from the original 20% acquired in December 2017 from Pacific Life Insurance Company.
  • Advised Tokyo Century Corporation (Tokyo Century) in its acquisition of a 20% stake in U.S.-based aircraft-leasing company Aviation Capital Group, a wholly owned affiliate of U.S.-based Pacific Life Insurance Company.
  • Represented Japan Cloud Computing (JCC) in negotiating with Walkme Ltd., the Israel based parent of Walkme.com, for the establishment of a joint venture in Japan to be known as Walkme Japan KK. Based in Tokyo, Japan, JCC specializes in brining world-class SaaS companies to Japan leading their development in the Japan market.
  • Represented ABeam Consulting Ltd., in its acquisition of the business in Thailand and Indonesia of Emeritis Belgium NV, a Brussels based management consulting company with operations throughout Southeast Asia, including wholly owned affiliates in Bangkok, Jakarta and Manila.
  • Represented ABeam Consulting Ltd. in its acquisition of LightStream Analytics Holding Pte. Ltd., a Singapore based management consulting company with operations throughout Southeast Asia, including a wholly owned subsidiary company in Jakarta, Indonesia.
  • Advised NEC Corporation (TYO: 6701), a Tokyo-based multinational provider of information technology services and products, on the USD $100 million acquisition of the electric grid storage division of electric battery maker A123 Energy Systems LLC (OTC Pink: AONEQ). A123, which produces large battery systems primarily used to store renewable energy and regulate its flow into electrical grids, was acquired by automotive component manufacturer Wanxiang America Corporation in 2013 in a 363 bankruptcy sale. The 2014 deal was structured as an asset purchase, carving out certain parts of A123, while Wanxiang retained the remainder of the business. In connection with the acquisition in the United States, Wanxiang affiliate Shanghai Puxing Energy Co. and NEC entered into a joint venture to develop an electric grid storage business in the People’s Republic of China, with A123 retaining its automotive battery business.
  • Represented Century Tokyo Leasing Corporation (“CTL”) as JV partner and the sole lender in its US$2 billion aircraft leasing joint venture with CIT Group (“CIT”), which established joint venture companies in both Ireland and the United States (Delaware). CTL provided 70% of the equity in the deal and all of the US$1.5 billion in debt financing.
  • Advised Texas-based Emergo Group Inc and its Japanese subsidiaries Emergo Japan Consulting KK (“EJC”) and Emergo Japan KK (“EJ”), in the repurchase of shares of EJC, resulting in EJC becoming a wholly-owned subsidiary of Emergo’s first-tier subsidiary, Emergo Global Consulting LLC, and the sale of shares of EJ, resulting in EJ exiting the Emergo corporate umbrella as an independent entity, all in connection with the acquisition of Emergo by UL Inc.
  • Advised Georgia-based Concurrent Computer Corporation and its Japanese subsidiaries Concurrent Nippon Corporation and Concurrent Computer Services Corporation in the Japanese aspects of its sale of substantially all of its assets to investment group Battery Ventures.
  • Represented Lyondell Chemical in relation to the restructuring of its longstanding joint venture with Sumitomo Chemical. This restructuring included contributions of new technology and a new chemical plant to the joint venture company, adjustment of ownership of the joint venture, and restructuring of the global marketing relationship between the two JV partners. In a follow-on transaction, represented U.S. petrochemical company in relation to negotiation of licensing of proprietary rights and processes to its JV partner.
  • Represented ABeam Consulting in its acquisition of a minority equity interest in Optimum Solutions, a Singapore based outsourcing company with operations throughout SEA.
  • Represented ABeam Consulting in the sale of its subsidiary in Taiwan and partial carveout and sale of its business in the PRC.
  • Regularly represents NEC Corporation on outbound investment matters.
  • Represented ABeam Consulting Ltd in the sale of the entire issued share capital of UK company, Catalyst Development Limited to Bladeset Limited.
  • Represented a leading Japanese mobile communications operator, in its acquisition of a minority interest in a Silicon Valley developer of a mobile application that allows users to save their ideas, projects, and experiences on any computer or phone they use.
  • Represented leading Japanese mobile communications operator, in its acquisition of a minority interest in a Mountain View, California-based company that is the leading connected devices platform for machine-to-machine and consumer electronics. 
  • Represented CEC Water Technologies Ltd., an affiliate of Severn Trent DeNora in its acquisition from Chlorine Engineers Corp. Ltd, a Japanese company, of its specialty business line for seawater electro chlorination disinfection systems and brine electro chlorination systems and establishment of operations in Japan.
  • Represented DeNA Co. Ltd. in its acquisition of a marketing Silicon Valley based mobile game developer.
  • Represented Omnicom Group's Diversified Agency Services in its acquisition from ITOCHU Corporation and a number of Japanese venture capital funds to acquire a majority stake in Medical Collective Intelligence Co. Ltd., a highly respected Japanese online medical communications agency.
  • Represented Japan-based acquirer in its acquisition of professional service firms in the United States, United Kingdom, Korea, Taiwan, Singapore, and Malaysia. 
  • Represented Israel-based developer and manufacturer of market-leading medical diagnostic products, in relation to the conversion of its Japanese subsidiary to a joint venture by way of sale of a minority stake in the company to a major Japanese trading company and a major Japanese medical distributor. This also involved the negotiation of related distribution and importation agreements.
  • Represented Japan-based international professional services firm in establishment of affiliates in the following counties: United States, People’s Republic of China, Hong Kong, Thailand, Singapore, Spain, Germany, and the Netherlands.
  • Represented U.S. and other ex-Japan-based companies in establishment and operation of subsidiary companies in Japan including incorporation, corporate maintenance, employment, and other operational and compliance issues.
  • Represented major private equity fund in the Japan aspects of the financing of its acquisition of an international hotel chain based in Singapore.
  • Represented major U.S. telecommunications company in the Japan aspects of the global sale of its principle assets and affiliates.
  • Represented Danish-based multinational food company in relation to the Japan aspects of its global acquisition of a France-based food additives multinational company.
  • Represented Australian private equity fund in its acquisition of one of Japan’s premier ski resorts, adjoining mountain-base development areas and entitlements and a nearby golf course
  • Representation of U.S.-based Internet services company in the sale of the ISP business of its Japanese subsidiary.
  • Represented acquirer in the acquisition of the Japan affiliate of a U.S.-based software company and in relation to negotiation of related software development and distribution agreements.
  • Represented U.S. credit company in the transfer of the business of their Japanese subsidiary to a Japanese financial institution.
  • Represented Japanese mobile-Internet service provider in relation to placement of a significant equity stake in an investment group led by America Online, Inc.
  • Represented Greece-based, publicly listed jewelry manufacturer and retailer in their acquisition of significant equity stake in their exclusive distributor in Japan.
  • Represented Japan-based international consulting firm in its separation and MBO from a U.S.-based global consultancy in response to the Sarbanes-Oxley Act. This separation included obtaining a no-action letter from the U.S. SEC.
  • Represented investment arm of U.S. hotel operator in its acquisition of real estate in Japan including a major international hotel in Tokyo, a hotel in Kobe, Japan, and commercial real estate in Tokyo. Representation included negotiation of property management agreements and joint-investment agreements with the client’s partner, a Japanese institutional investor.