Jon Gray
  1. Partner

Mr. Gray is a partner in Davis Polk’s Corporate Department, resident in the Tokyo office. He focuses on U.S. domestic and cross-border capital markets transactions and 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.

Mr. Gray 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.

Work Highlights

Mr. Gray’s recent experience includes the following representations:

  • Sushiro Global Holdings on its global IPO and Tokyo Stock Exchange listing
  • Tokyu Fudosan Holdings on its follow-on common stock offering

The initial purchasers on:

  • The IPO and Tokyo Stock Exchange listing by Forum Engineering, SoftBank Corp., 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 Corporation, NIPPON REIT Investment Corporation and Industrial & Infrastructure Fund Investment Corporation
  • The IPO by Seibu Holdings on the Tokyo Stock Exchange and subsequent secondary block offering by Cerberus affiliates*
  • The IPO of UC Rusal on the Hong Kong Stock Exchange*
  • Global offerings by Sharp*, Aozora Bank (and secondary sale of shares by Cerberus affiliates)* and All Nippon Airways*
  • Sumitomo Mitsui Financial Group on its multiple SEC-registered offerings of debt securities
  • Sumitomo Mitsui Banking Corporation 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 Corporation 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 Company and Nippon Life Insurance Company 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 Corporation
  • The debt offerings under Rule 144A/Regulation S by Seven & i Holdings (debut), Toyota Industries Corporation (debut and follow-on), Mitsui Sumitomo Insurance Company, Central Japan Railway Company (debut), Meiji Yasuda Life Insurance Company and Suntory (debut)*
  • Advice to Universal Studios Japan and Comcast on acquisition by Comcast/NBCUniversal of 100% of interest

* Selected representations before joining Davis Polk.


Mr. Gray is widely recognized as a leading lawyer by industry publications, including:

  • Chambers Global and Chambers Asia-Pacific – Band 1 for Japan Capital Markets: International: US Law
  • IFLR1000 – Market Leader, Japan Capital Markets, Debt and Equity
  • Legal 500 Asia-Pacific – Leading Individual, Japan Capital Markets: International Firms
  • Best Lawyers − Lawyer of the Year, Tokyo Capital Markets Law
  • Who's Who Legal – Global Leader, Capital Markets – Debt & Equity; National Leader, Japan - Capital Markets
  • Client Choice by Lexology − Japan, Capital Markets

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

Bar Admissions

  • State of New York
  • Japan, Gaikokuho Jimu Bengoshi, Dai-Ni Tokyo


  • B.A., Williams College, 1990
    • magna cum laude
  • J.D., Columbia Law School, 1997
    • Harlan Fiske Stone Scholar


  • Japanese