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 SoftBank Corp., ARTERIA Networks, Katitas and Macromill

  • The global IPO of investment units by LaSalle LOGIPORT REIT under Rule
    144A/Regulation S

  • A follow-on equity offerings under Rule 144A/Regulation S by 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*

* Selected representations before joining Davis Polk.

  • 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 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, Limited, 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
    under Rule 144A/Regulation S

  • The debt offering under Rule 144A/Regulation S by Toyota Motor Corporation, Seven & i Holdings (debut), Toyota Industries Corporation, 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


Mr. Gray is recognized as a leading lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers Asia-Pacific − Japan
  • IFLR1000 − Japan
  • Legal 500 Asia-Pacific − Japan Capital Markets
  • Who's Who Legal − Thought Leaders: Global Elite (2019)
  • Who’s Who Legal − Capital Markets, Japan
  • Lexology/International Law Office − 2018 Client Choice Award for Capital Markets in Japan 

Professional History

  • Partner, Davis Polk, 2015
  • 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