Ivan Smallwood regularly advises leading Japanese and multinational companies on high-stakes cross-border M&A transactions, particularly in the technology, medical, and industrial sectors.

Mr. Smallwood draws on two decades’ experience driving many of Japan’s largest outbound transactions. He skillfully helps corporations and financial investors navigate inbound and outbound:

  • Strategic mergers, acquisitions, and divestitures
  • Joint ventures and strategic alliances
  • Minority investments

He understands clients’ commercial objectives and leverages comprehensive knowledge of Japanese and non-Japanese transaction regimes to achieve their goals.

Mr. Smallwood maintains an active pro bono practice and works with Open Supply Hub, a nonprofit organization that strives to improve human rights and environmental conditions in and around factories and facilities by opening up supply chain data to the public.

Before joining Latham, Mr. Smallwood worked at a leading international law firm in Tokyo.

Mr. Smallwood’s transactional experience includes representing:

Strategic Mergers, Acquisitions, and Divestitures

  • Houlihan Lokey in its US$591 million acquisition of GCA, an M&A advisory firm listed on the Tokyo Stock Exchange, in a two-step merger including a tender offer and statutory squeeze-out
  • Z Holdings, the holding company of Yahoo Japan, in its US$30 billion business integration with LINE, marking the largest Japan tech deal announced in 2019 and winning the ALB Japan Law Awards’ M&A Deal of the Year and TMT Deal of the Year and the ALB Korea Law Awards’ M&A Deal of the Year
  • GCA in its US$780 million combination with Savvian, a US-based investment bank*
  • GCA and Greenhill, as joint financial advisors to Nikko Cordial’s board, in Citigroup’s US$4.6 billion offer for Nikko Cordial*
  • A Japanese medical devices company in acquiring a US medical devices company’s IP and related assets 
  • Ricoh, Japan’s second-largest maker of office machines, in its US$1.6 billion acquisition of IKON Office Solutions*
  • SoftBank in:
    • A series of transactions with Altaba in connection with Yahoo Japan, including a US$2 billion tender offer for Altaba-held Yahoo Japan shares and an approximately US$2 billion (JPY 220 billion) self-tender offer by Yahoo Japan for its shares held by Softbank*
    • Its £24.3 billion (US$31.4 billion) acquisition of UK-based semiconductor and software design company ARM Holdings*
    • Its US$21.6 billion acquisition of a 78% interest in US wireless operator Sprint*
    • Sprint Nextel’s US$4 billion acquisition of the approximately 50% equity of Clearwire that Sprint did not already own, resulting in a total Clearwire enterprise value of approximately US$14 billion*
    • Its acquisition of Miami-based Brightstar, the world’s largest specialized wireless distributor, through an initial acquisition of a 57% stake for US$1.26 billion and a subsequent acquisition of the remaining outstanding interests*
  • Syneos Health in the acquisition by its wholly owned Japanese subsidiary of 100% shares in Persol Pharma Partners, a wholly owned Persol Tempstaff subsidiary
  • Toshiba in:
    • The US$18 billion sale of its wholly owned subsidiary Toshiba Memory to a Bain Capital-led consortium that included SK Hynix, HOYA, Apple, Seagate, Kingston, and Dell*
    • Its acquisition of California-based Bridgelux’s gallium nitride on silicon LED technology and related business assets*

Joint Ventures and Strategic Alliances

  • Kioxia, a leading global supplier of flash memory and solid state drives, in Western Digital’s investment in Y7, Kioxia’s newest NAND flash memory fabrication facility in Yokkaichi, Japan
  • Mitsubishi UFJ Financial Group (MUFG) in:
    • Its establishment with joint venture partner Akamai Technologies of Global Open Network to offer a new high-speed, blockchain-based payment processing system*
    • The US$5 billion combination of its securities business, Mitsubishi UFJ Securities, with Morgan Stanley Japan to form one of Japan’s four largest investment banks*
  • Toshiba in:
    • Its arrangements with SanDisk to jointly produce next-generation 3D BiCS Flash memory, which included extending and renegotiating the parties’ Flash Partners joint venture; constructing and funding additional facilities and cleanroom space in Yokkaichi, Japan; and related commercial, IP, and environmental matters*
    • Its US$2 billion joint venture with SanDisk to develop and manufacture new state-of-the-art NAND flash memory devices in Yokkaichi, Japan, and in restructuring the parties’ prior flash memory joint ventures (including in Toshiba’s acquisition of US$1.8 billion of equipment from the joint ventures)*
  • Toshiba Memory in its agreements with Western Digital to jointly invest in the K1 manufacturing facility in Kitakami, Japan*
  • Toshiba Power Systems in its US$300 million joint venture with Princeton, New Jersey-based NRG Energy to serve as the parties’ primary vehicle to develop nuclear power projects in North America based on Toshiba’s advanced boiling water reactor design*

Minority Investments

  • A Saudi government-owned media company on its subscription for 43.69% of the issued share capital in Greece’s largest free-to-air television and media company
  • SoftBank in:
    • Alibaba’s initial public offering of American depositary shares on the New York Stock Exchange, initially valuing Alibaba at US$168 billion*
    • The restructuring of Alibaba’s financial services businesses, undertaken to prepare for Alibaba’s IPO and to secure and extend Alibaba’s long-term economic participation in Alipay and its broader financial services business*
    • A three-way transaction among SoftBank, Yahoo, and Alibaba, in which Alibaba repurchased half of Yahoo’s shares in the company for US$7.6 billion, the parties re-stated their shareholders agreements, and SoftBank became Alibaba’s largest shareholder*
    • Alibaba’s US$4 billion restructuring of its holdings in Alipay to address regulatory requirements relating to foreign ownership of online payment systems in China*

*Matter handled prior to joining Latham

Bar Qualification

  • California
  • Japan (Registered Foreign Lawyer)

Education

  • JD, University of Michigan Law School, 2000
  • BA, University of California, Berkeley, 1994