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Theodore A. Paradise
Senior Counsel

Mr. Paradise is senior counsel in Davis Polk's Corporate Department. Fluent in Japanese, he practiced in the Tokyo office from 1991 to 2016. His primary practice areas include capital markets, dispute resolution, and mergers and acquisitions, including joint ventures. He also regularly advises on banking, credit, fund formation and private equity. Mr. Paradise regularly advises Japanese companies listed in the United States in connection with their SEC and exchange reporting obligations. In 2010, he advised Sumitomo Mitsui Financial Group and Chuo Mitsui Trust Holdings in connection with their respective SEC registrations.

Business Combinations

Mr. Paradise concentrates on mergers and acquisitions and joint ventures, particularly cross-border transactions involving Japanese parties, as highlighted by his role as counsel to Nikko Cordial Corporation (now SMBC Nikko Securities Inc.) in a share exchange with Citigroup Inc. involving the first-ever use of a triangular merger structure by a foreign firm in Japan. More recently, Mr. Paradise has advised on cross-border transactions involving Daikin Industries, NEC, Toyo Seikan and Chuo Mitsui Trust Holdings.

Capital Markets

Mr. Paradise advises clients on a broad array of corporate finance transactions, including privatization and IPOs, representing issuers, underwriters and governments in global and U.S. targeted securities offerings, both SEC-registered and exempt, by Japanese issuers. His capital markets clients have included: The Japanese Ministry of Finance, ACOM, Aiful, Aozora Bank, Canon, Cybird, Dai-ichi Mutual Life, Fuji Television Network, Hitachi, Konami, Millea (now Tokio Marine Holdings), Nippon Life Insurance, ORIX, Promise, Sumitomo Mitsui Financial Group and Taiyo Life Insurance. He has worked on other capital markets transactions for Bank of Yokohama, Chuo Mitsui Trust Holdings, JR West, Mitsubishi UFJ Financial Group, NEC, Nippon Commercial Investment, NS Solutions, NTT, Oracle Corporation Japan, Plat’Home, RHJ International, Shinsei Bank, Sony and Usen.

Dispute Resolution

Mr. Paradise has represented Japanese companies in SEC investigations, and securities litigation, among other matters. He also regularly advises on antitrust, bank regulatory matters and FCPA compliance.

Dodd-Frank Act

Mr. Paradise advises on the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as the developing body of regulations thereunder.

Work Highlights

Business Combinations
  • Daikin Industries acquisition of Goodman Global
  • NEC acquisition of Convergys Information Management business
  • Toyo Seikan acquisition of Stolle Machinery
  • Sumitomo Mitsui Financial Group acquisition of Promise
  • Tokyo Stock Exchange tender offer for Osaka Securities Exchange
  • Sega Sammy taking private of its subsidiaries
  • Crescendo acquisition of Japan Single-Residence REIT
  • Nippon Mining Holdings merger with Nippon Oil on Form F-4
  • Sumitomo Mitsui Financial Group tender offers by its subsidiaries
  • Investment by Nippon Life Insurance in Prudential
  • Mitsubishi UFJ Financial Group cross-border investment in Morgan Stanley
  • BearingPoint cross-border sales of consulting practice to PricewaterhouseCoopers
  • Shionogi cross-border acquisition of Sciele Pharma on Schedule TO
  • Furukawa Electric share exchange on Form CB
  • Eisai acquisition of MGI Pharma
  • Nikko Cordial acquisition by Citigroup on Form S-4
  • Mitsubishi Chemical tender offer for Mitsubishi Plastics
  • Fast Retailing acquisition of Cabin
  • Metaldyne sale to Asahi Tec
  • NAMCO acquisition of Bandai Logipal
  • Olympus Camera R/D Tech acquisition
  • Yamanouchi Pharmaceuticals cross-border sales of Bear Creek and Shaklee
  • Mitsubishi Chemical tender offer for Mitsubishi Pharma
  • Instinet JV transfer
  • Ajinomoto/Unilever East Asia JV dispositions
  • Nissho Iwai merger with Nichimen Corporation
  • E*TRADE Japan merger with Softbank Investment Corporation
  • Tokyo Marine/Nichido Fire SEC-registered share exchange on Form F-4
  • Canon and Canon Components share exchange on Form CB
  • Kawasaki Steel merger with NKK
  • The CIT Group acquisition by Tyco International
Capital Markets
  • Sumitomo Mitsui Trust Bank Rule 144A/Regulation S debt offering
  • Sumitomo Mitsui Banking Corporation 3(a)(2) debt offerings
  • Nippon Life Insurance Rule 144A/Regulation S debt offering
  • Sumitomo Mitsui Financial Group listing on the New York Stock Exchange
  • Sumitomo Mitsui Financial Group tender offers by its subsidiaries
  • Rule 144A/Regulation S equity and debt offerings by Sumitomo Mitsui Financial Group and its wholly owned subsidiary, Sumitomo Mitsui Banking Corporation
  • Hitachi private placement and Regulation S common stock offering
  • NEC Regulation S common stock offering
  • Rule 144A/Regulation S common stock and debt offerings by Chuo Mitsui Trust Holdings
  • VISA global SEC-registered initial public offering of common stock, with Japanese POWL
  • Mitsubishi Chemical Regulation S convertible bond offering
  • Philippine National Bank privatization by way of Regulation S common stock offering
  • Promise Rule 144A/Regulation S debt offering
  • AIFUL Corporation Rule 144A/Regulation S senior notes offerings
  • Shinsei Bank Regulation S perpetual subordinated notes offering
  • ORIX SEC-registered shelf takedown of notes offering
  • Aozora Bank Rule 144A/Regulation S global initial public offering of common stock
  • Nippon Commercial Investment Rule 144A/Regulation S J-REIT initial public offering
  • Rule 144A/Regulation S initial public offering of common stock and debt offerings by Shinsei Bank
  • Nippon Life Insurance Rule 144A/Regulation S structured debt offering
  • Bank of Yokohama Rule 144A/Regulation S common stock offering
  • Nippon Mining Holdings Rule 144A/Regulation S common stock offering
  • Dai-ichi Mutual Life Rule 144A/Regulation S subordinated notes offering
  • JR West privatization by way of Rule 144A/Regulation S common stock offering
  • NEC private placement and Regulation S common stock offering
  • Mitsubishi Tokyo Financial Group Regulation S common stock offering
  • Taiyo Life Insurance Rule 144A/Regulation S common stock offering
  • NS Solutions Rule 144A/Regulation S common stock offering
  • JR East Rule 144A/Regulation S common stock offering
  • Nikon Rule 144A/Regulation S convertible bond offering
  • ACOM Rule 144A/Regulation S common stock offering
  • Fuji Television Network Rule 144A/Regulation S common stock offering
  • Konami Rule 144A/Regulation S common stock offering
  • NTT SEC-registered ADR offering
  • Oracle Corporation Japan Rule 144A/Regulation S common stock offering
  • Acer stock-indexed zero-coupon securities offering
  • Takefuji Rule 144A/Regulation S notes offering
Dispute Resolution
  • Securities class action for a major Japanese technological and industrial firm
  • Termination and settlement of agreements for a Japanese industrial company
Other Transactions of Note
  • JBIC project financing transactions in Thailand and Venezuela
  • Fuji-Xerox credit agreement
  • BancTec Japan leveraged buyout
  • Nikko Principal Investments leveraged buyout of Tower Records Japan

Please click the “News, Publications & Events” tab to see details of recent deals by Mr. Paradise.

Recognition

Listed as a leading lawyer in numerous legal industry publications, including:

  • Chambers Global: The World’s Leading Lawyers for Business
  • Chambers Asia-Pacific
  • IFLR1000: The Guide to the World’s Leading Financial Law Firms
  • Law Business Research’s Who’s Who Legal – International Who’s Who of Business Lawyers and Who’s Who Legal – International Who’s Who of Capital Markets Lawyers
  • Legal Media Group’s Expert Guide to the World’s Leading Capital Markets Lawyers and Expert Guide to the World’s Leading Banking Lawyers
  • Practical Law Company’s Cross-border Mergers and Acquisitions Handbook and Cross-border Finance: Secured Lending Handbook
  • Asialaw Leading Lawyers 2009 – Capital Markets & Corporate Finance
  • Best Lawyers International 2009 – Capital Markets and Corporate/M&A
  • Key Media’s Asian Legal Business, where he was named one of “Asia’s Top 25 M&A Lawyers”

Recipient of numerous awards, including:

  • ALB Japan Law Awards 2012 – International Deal Firm of the Year
  • ALB Japan Law Awards 2011
    • International Deal Firm of the Year
    • Japan Deal of the Year (Aiful credit event and auction settlement)
    • M&A Deal of the Year (Morgan Stanley – MUFG joint venture)
    • Structured Finance Deal of the Year (Aiful credit event and auction settlement)
  • ALB Japan Law Awards 2010 – TMT Deal of the Year (Hitachi global offering)
  • The International Law Office: Client Choice Awards 2010 – Capital Markets – Japan
  • ALB Japan Law Awards 2009
    • International Deal Firm of the Year
    • International Dealmaker of the Year
    • M&A Deal of the Year (Nikko Cordial acquisition by Citigroup)
    • Japan Deal of the Year (Nikko Cordial acquisition by Citigroup) 

Professional History

  • Senior Counsel since 2016

    Contact

    • 450 Lexington Avenue
      New York, NY
      10017
      P: +1 212 450 3294
      F: +1 212 701 2830

    Bar Admissions

    • State of New York

    Education

    • B.A., Indiana University, 1979
    • J.D., Yale Law School, 1982
      • Articles Editor, Yale Law Journal

    Languages

    • Japanese