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Lawyers

Jon Gray

Lawyers

Head of our Japan practice. Focuses on U.S. and cross-border capital markets transactions, as well as securities regulatory and general corporate matters.

Jon is the head of our Japan practice. He focuses on U.S. and cross-border capital markets transactions, as well as securities regulatory and general corporate matters.

He advises investment banks, private equity funds and issuers in the United States, Japan and Greater China on a variety of debt, equity and restructuring transactions. His transactional experience includes SEC-registered offerings, offerings pursuant to Rule 144A and other private placements. Additionally, he has advised a number of U.S. public companies, foreign private issuers and financial intermediaries on ongoing reporting and disclosure obligations and corporate matters.

Jon is a Japanese speaker and has worked extensively in the Japanese financial sector and for Japanese clients while based in Tokyo, New York and Hong Kong. He is ranked in Band 1 by Chambers Asia-Pacific, which quotes a source describing Jon as “a problem solver with great communication skills.”

Experience highlights

Equity Securities
  • Sushiro Global Holdings on its global IPO and TSE listing
  • Tokyu Fudosan Holdings on its follow-on common stock offering

The initial purchasers on:

  • The IPO and TSE listing by Forum Engineering, SoftBank, ARTERIA Networks, Katitas and Macromill
  • The global IPO of investment units by LaSalle LOGIPORT REIT under Rule 144A / Regulation S
  • Follow-on equity offerings under Rule 144A / Regulation S by Shinsei Bank, Sosei Group, Invincible Investment, NIPPON REIT Investment and Industrial & Infrastructure Fund Investment
  • The IPO by Seibu Holdings on the TSE and subsequent secondary block offering by Cerberus affiliates*
  • The IPO of UC Rusal on the HKSE*
  • Global offerings by Sharp*, Aozora Bank (and secondary sale of shares by Cerberus affiliates)* and All Nippon Airways*
Debt/Hybrid Securities
  • Sumitomo Mitsui Financial Group on its multiple SEC-registered offerings of debt securities
  • Sumitomo Mitsui Banking on multiple offerings of senior debt securities under its Section 3(a)(2) / Rule 144A / Regulation S global medium-term notes program
  • The Metropolis of Tokyo on its multiple offerings of bonds under Rule 144A / Regulation S
  • ORIX on its SEC-registered offerings of senior debt securities
  • Japan Finance Organization for Municipalities on its multiple offerings of debt securities under Rule 144A / Regulation S global medium-term notes program
  • Mitsubishi UFJ Lease & Finance on its multiple offerings of senior notes
  • Sumitomo Life Insurance and Nippon Life Insurance on their subordinated notes offerings under Rule 144A / Regulation S
  • Sumitomo Mitsui Trust Bank as co-guarantor in connection with the establishment and Rule 144A / Regulation S offering of covered obligations under a guaranteed secured obligation programme

The initial purchasers on:

  • Multiple offerings of TLAC senior debt securities by Mizuho Financial Group
  • Multiple SEC-registered offerings of debt securities by Toyota Motor
  • The debt offerings under Rule 144A / Regulation S by Seven & i Holdings (debut), Toyota Industries (debut and follow-on), Mitsui Sumitomo Insurance, Central Japan Railway (debut), Meiji Yasuda Life Insurance and Suntory (debut)*
Mergers & Acquisitions
  • Advice to Universal Studios Japan and Comcast on acquisition by Comcast/NBCUniversal of 100% of interest

* Selected representations before joining Davis Polk

View all experience

Insights

Preparing Your 2020 Form 20-F
日本における現金対価の公開買付けに関連する米国証券法令上の留意点及び選択肢(参考和訳)

Credentials

Recognition

Chambers Asia-Pacific and Global – Capital Markets: US Law, Japan, Band 1

IFLR1000 – Capital Markets (Debt and Equity), Japan, Market Leader

Legal 500 Asia-Pacific − Capital Markets, Japan

Who's Who Legal – Capital Markets: Debt & Equity, Global Leader

Who’s Who Legal − Capital Markets, Japan, National Leader

Best Lawyers − “Lawyer of the Year: Capital Markets Law,” Tokyo, 2022

Lexology/International Law Office − 2018 Client Choice Award for Capital Markets in Japan

Education
J.D., Columbia Law School
  • Harlan Fiske Stone Scholar
B.A., Williams College
  • magna cum laude
Professional history
  • Partner, Davis Polk, 2015-present
  • Partner, Linklaters (New York, Hong Kong and Tokyo), 2007-2015
  • Counsel, Linklaters (New York), 2005-2007
  • Associate, Simpson Thacher & Bartlett (New York and Tokyo), 1997-2005
Qualifications and admissions
  • Japan, Gaikokuho Jimu Bengoshi, Dai-Ni Tokyo
  • State of New York
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