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Karl Pires

Partner

Karl has more than 25 years’ experience advising clients on a wide variety of cross-border M&A transactions, including strategic acquisitions, public tender offer bids, minority investments, consortium bids, joint ventures, corporate reorganizations and business carve-outs.

He focuses on representing Japanese clients on transactions outside Japan and assisting multinational clients with transactions in Japan.

Karl has worked with clients across a broad range of sectors including energy transition (offshore wind, solar and hydrogen/ammonia), infrastructure (power generation, shipping and rail), industrial (automotive, machinery and chemicals), life sciences and healthcare (pharma, biotech and medical devices) and technology (semiconductors, software, e-commerce and telecommunications). The clients he represents include publicly listed corporations, privately held companies, utilities, government-affiliated and private financial institutions, pension funds, private equity firms and sovereign wealth funds. In addition to his work with clients, Karl has been an Adjunct Professor at the Keio University Law School in Tokyo since 2014 where he teaches a course on mergers and acquisitions.

Experience

Representative matters

Relevant firm and previous firm experience includes advising:

Osaka Gas, a Japan-based global energy company, on its entry into a joint venture with Oriden LLC, a U.S.-based renewable project developer, to jointly develop a portfolio of more than 700 MWdc (600 MWac) of utility-scale solar and storage projects throughout certain markets in the United States including those in New Mexico, Kentucky, and Wyoming. This joint venture exemplifies the increasing efforts of Japanese power industry players to diversify and expand investment into energy transition projects.

Ajinomoto Group, a Japan-headquartered worldwide pioneer in food and health, on its acquisition of Forge Biologics Holdings LLC, through a reverse triangular merger transaction valued at approximately US$554 million. This acquisition is representative of the recent strong interest of Japan’s life science companies to strengthen their position in the area of contract development and manufacturing organization (CDMO).

Nippon Yusen Kabushiki Kaisha (NYK Line), a Japan-based leader in the global marine transport business, on its investment through an investment fund managed by an Israeli venture capital firm in maritime-related technology companies operating in the maritime sector such as ports, container operations, end-to-end supply chains and offshore. This investment will promote open innovation by startup companies in identifying new technologies that will contribute to ESG and sustainability initiatives in the shipping industry.

JSR Corporation, a Japanese semiconductor materials maker, on the acquisition of its shares by JIC Capital through a US$6.32 billion tender offer. The transaction is aimed at increasing the international competitiveness of Japan’s semiconductor industry which is regarded as a strategically important sector for the country’s economic security.

Energy Transition

Osaka Gas on its entry into a joint venture with Oriden, a U.S.-based renewable project developer, to jointly develop a portfolio of more than 700 MWdc (600 MWac) of utility-scale solar and storage projects throughout certain markets in the United States including those in New Mexico, Kentucky, and Wyoming.

Osaka Gas on its entry into a joint venture with Mitsubishi Heavy Industries America, Inc. to develop and operate the Brighter Future Solar Farm project, a solar electric generating facility having an aggregate nameplate capacity of 15.7 MWDC located in Caldwell County, North Carolina.Development Bank of Japan on its investment in the US$2.05 billion 376-megawatt Formosa 2 offshore wind project in Taiwan.

Development Bank of Japan on its investment in the €2.3 billion 860-megawatt Triton Knoll offshore wind project in the U.K. (previous firm experience).SB Energy Corp., Softbank’s clean energy unit, on the establishment of a joint venture with Newcom LLC, a Mongolian investment company, to develop wind power projects in Mongolia (previous firm experience).

Mitsui & Co., a Japanese trading company, on its investment in AM Solar B.V., a company developing a solar PV power plant project located at Al Manakher near Amman, Jordan (previous firm experience).

Infrastructure

NYK Line on its investment through an investment fund managed by an Israeli venture capital firm in maritime-related technology companies operating in the maritime sector such as ports, container operations, end-to-end supply chains and offshore as well as related ESG and sustainability contributions.

JERA subsidiary, Tokyo Electric Power Company International B.V., in connection with its sale of 14.84% stake in PT Paiton Operation and Maintenance Indonesia, one of Indonesia’s largest Independent Power Producers; and JERA’s subsidiary, Tokyo Electric Power Company International Paiton II B.V., in connection with its sale of 13.97% stake in PT Paiton Energy to PT Medco Daya Energi Sentosa, an integrated Indonesian oil & gas exploration and production company.

Canadian Pension Plan Investment Board (CPPIB) on its acquisition of Pattern Energy Group (NASDAQ and TSX) for US$6.1 billion to take private a clean energy business with 28 renewable energy projects totaling 4.4 gigawatts across the U.S., Canada and Japan, including onshore wind, offshore wind and solar power facilities.

Qatar Investment Authority on its acquisition of 34 residential real estate assets in Japan through a portfolio managed by Gaw Capital Partners, a Hong Kong-based real estate private equity firm.

The Australian subsidiary of a Japanese natural gas and energy service provider on its share transfer agreement to divest its minority stake in an LNG company to a sovereign wealth fund in the Middle East.

Osaka Gas on its acquisition of a 15% equity interest in CPV Three Rivers, LLC, a Delaware limited liability company engaged in the development and construction of an approximately US$1.3 billion 1,258 MW gas-fired, combined-cycle power generation facility located in Grundy County, Illinois, USA, which will sell its power into the PJM market serving Northern Illinois, including Chicago.

Osaka Gas on its acquisition of a 49% equity interest in CPV Towantic, LLC, a Delaware limited liability company that constructed and operates a US$1 billion 805-megawatt combined-cycle gas-fired power plant in Connecticut, USA.

Osaka Gas on its acquisition of a 50% equity interest in CPV Fairview, LLC, a Delaware limited liability company that constructed and operates a US$1.0 billion 1,050-megawatt combined-cycle gas-fired power generation facility located in Pennsylvania, USA, and on the US$700 million three-tranche debt financing of CPV Fairview from a diverse group of 16 international lenders (previous firm experience).

Osaka Gas Co., Ltd  on its acquisition of a 20% equity interest in CPV Shore, LLC, a Delaware limited liability company that constructed and operates a US$845 million combined-cycle natural gas-fired power plant in New Jersey, USA (previous firm experience).

Osaka Gas on its acquisition of a 25% equity interest in CPV St. Charles, LLC, a Delaware limited liability company that constructed and operates a US$775 million 725-megawatt combined-cycle gas-fired power plant in Maryland, USA (previous firm experience).

The consortium of Osaka Gas, Tokyo Gas and Chubu Electric on investment in Canadian shale gas resources to be developed as a source of feedgas for an LNG export project in British Columbia, Canada (previous firm experience).

Mitsui & Co., a Japanese trading company, on its minority equity interests in project companies respectively operating a 400-megawatt combined-cycle gas-fired power plant and a 240-megawatt tri-fuel power plant in Amman, Jordan (previous firm experience).

Petrobras, a Brazilian multinational energy company, on the sale of its Japanese refining business, including subsidiary Nansei Sekiyu KK’s 100,000-b/d idled Nishihara refinery on Japan’s southwestern island of Okinawa, to Taiyo Oil Co. Ltd., Tokyo (previous firm experience).

Central Japan Railway Company (JR Tokai) on its development stage and technical services agreements with project companies developing high-speed rail projects in the U.S. (previous firm experience).

Japan Overseas Infrastructure Investment Corporation (JOIN) on its acquisition of an equity interest in a high-speed rail project in Texas (previous firm experience).

Industrials

Mitsubishi Chemical Corporation on the sale of its global storage solutions business / Verbatim business to CMC Magnetics Corporation, a Taiwanese publicly listed company.

Osaka Gas Chemicals Co., Ltd. on its US$400 million acquisition of Jacobi Carbons AB, a global activated carbon manufacturer, from a Sweden-based seller (previous firm experience).

IHI Corporation on the acquisition of a Swiss industrial coatings manufacturer (previous firm experience).

Nippon Paint Holdings Co., Ltd. on its acquisition of a German automotive paint manufacturer (previous firm experience).

Magna Steyr AG & Co KG on its acquisition of a Japanese convertible rooftop manufacturer from a German seller (previous firm experience).

Nabtesco Corporation on its acquisition of a German mechatronic systems manufacturer (previous firm experience).

Nabtesco Corporation on its acquisition of a German air brake components manufacturer (previous firm experience).

Life Sciences and Healthcare

Ajinomoto Co. Inc. in its acquisition of Forge Biologics Holdings LLC, through a reverse triangular merger transaction valued at approximately $554 million.

Benesse Holdings Inc. in a proposed management buyout (MBO) by the EQT AB Group, through its BPEA Fund VIII, and members of the Fukutake family, the founding family of Benesse Holdings.

Mubadala Investment Company on the acquisition from Bain Capital by Aphrodite Acquisition Holdings LLC, a consortium of Mubadala, CBC Group, GS Holdings and IMM Investment, of a 46.9% equity interest in Hugel, Inc., a listed company on South Korea’s junior board KOSDAQ.

Canon Medical Systems Corporation on its acquisition of a medical devices distribution business in Argentina (previous firm experience).

Canon Medical Systems on its acquisition of Netherlands-based Fysicon B.V., a healthcare information systems and equipment company (previous firm experience).

Senju Pharmaceutical Co., Ltd. on its minority investment in a Canadian pharmaceutical startup developing vision care products (previous firm experience).

Zimmer Biomet Holdings, Inc. on its acquisition of the Japanese subsidiary of a multinational medical devices manufacturer (previous firm experience).

Pfizer, the global pharmaceutical company, as local counsel in Japan in connection with its global divestment of its ophthalmic systems business unit to RoundTable Healthcare Partners, a private equity firm focused on the healthcare industry (previous firm experience).

Becton Dickinson, the leading global medical technology company, as local counsel in Japan in connection with its US$2.375 billion sale of its Capsugel business to Kohlberg Kravis Roberts (KKR), a private equity firm focused on the healthcare industry (previous firm experience).

Technology

JSR Corporation, a publicly listed semiconductor materials maker, on the acquisition of its shares by JIC Capital through a US$6.32 billion tender offer.

Japan Industrial Partners (JIP) on its offshore fund structuring and fundraising in connection with a JIP-led consortium’s successful tender offer for Toshiba Corporation.

Qxpress Pte. Ltd., an Asia-based e-commerce logistics solution provider, on its acquisition of Korchina Logistics Holdings Limited, a Hong Kong-based logistics solutions provider.

Panasonic Corporation on its US$1.5 billion acquisition of Hussmann Corporation, a U.S.-based manufacturer of refrigerated display cases/systems (previous firm experience).

Panasonic Corporation on its acquisition of a 51% share of Quickservice Technologies Inc., a Canadian back office software provider, in the quick service restaurant industry (previous firm experience).

Toshiba Corporation on its acquisition of Hitachi Global Storage Technologies’ hard disk drive manufacturing equipment in China and Malaysia (previous firm experience).

Toshiba Corporation on its sale of Toshiba Storage Device (Thailand) Co., Ltd. to Western Digital Corporation (previous firm experience).

Toshiba Corporation on its sale of its North American unified communications business to Mitel Networks Corporation (previous firm experience).

Pro bono

Advised the international non-governmental organization Lawyers Without Borders (LWOB) in connection with research on the potential adverse effects of the COVID-19 global pandemic in respect of labour practices in violation of the Forced Labour Convention of the International Labour Organization.

Advised the international non-profit organization ONE Campaign (ONE) on the legal regulations governing Special Drawing Rights (SDRs) in nine G20 countries, which – as members of the IMF – are involved in discussions around voluntarily lending SDR allocations to countries in need. The findings from this research are now being used by ONE in its policy, advocacy and campaigning work, demonstrating broad societal impact through intended policy change. 

Advised the international non-profit organization Partners in Justice International (PJI) on confidentiality obligations for lawyers in Kenya, Kosovo, Mexico, Tunisia, South Korea and the Philippines in connection with PJI’s work in those countries providing support to serious-crime prosecutors, victim representatives and investigators.

Advised an individual refugee claimaint from the Democratic Republic of Congo in cooperation with the Japan Association for Refugees (JAR), a Tokyo-based non-profit organization, in connection with an application for refugee status on the grounds of political persecution (previous firm experience).

Advised an individual refugee claimaint from Tanzania in cooperation with the Japan Association for Refugees (JAR), a Tokyo-based non-profit organization, in connection with an application for refugee status on the grounds of persecution in Tanzania due to LGBTQ+ status (previous firm experience). 

Published Work

  • Pires. Karl.J. (2021) “Japan – Key link in hydrogen value chain”, Project Finance International

Speaking Engagements

  • Moderator, “The Art of the Deal: U.S. M&A Essentials for Japanese investors”, Japan Institute for Overseas Investment, July 2024
  • Panelist, “Global Energy Development and Cooperation Under the New Geopolitical Situation”, IPBA Annual Conference, Tokyo, April 2024
  • Guest Speaker, “Cross-Border M&A: Tips for In-house Counsel”, Japan In-House Counsel Network Seminar, July 2023
  • Co-Moderator, “Sashimi and M&A – the intricacies of carve-outs in Asia”, International Bar Association Asia Pacific Mergers & Acquisitions Conference, July 2023
  • Panelist, “Reshaping portfolios with M&As: regulatory driven consolidation”, International Bar Association Conference – Mergers and Acquisitions in India: is India the last oasis of hope in a global slowdown, April 2023
  • Panelist, “Green Hydrogen – The Fuel to Future”, IPBA Dubai, March 2023
  • Panelist, “Phygital M&As – The blurring lines between offline and online businesses”, IPBA Dubai, March 2023
  • Panelist, “Can Canada provide clean, secure energy to meet demand in Japan and Korea?”, Canada West Foundation Webinar, February 2023
  • Panelist, “Using Plain Legal Language in Cross-Border Transaction Contracts”, JPELC International Conference, September 2022
  • Guest Speaker, “Doing Business with Japan – Part 2: What to Know From a Legal Perspective”, The Quebec-Japan Business Forum, April 2021
  • Speaker, “Renewable Investment Opportunities In European Infrastructure Post-Covid-19”, the firm, DC Advisory and Green Giraffe Webinar, July 2020
  • Panelist, “The Post-Pandemic Global Business Landscape”, The Canadian Chamber of Commerce in Japan Webinar, June 2020
  • Moderator, “Bigger and Better? Japanese Cross-Border M&A in 2019 and Beyond”, Mergermarket Japan M&A Forum, April 2019
  • Panelist, “Private Equity in China, India and Beyond”, 28th Inter-Pacific Bar Association Annual Conference, March 2018
  • Panelist, “Renewable Energy Trends to Watch in 2018”, 27th Inter-Pacific Bar Association Annual, April 2017
  • Guest Speaker, “Opportunities for Japanese Investors in a Distressed Mining and Metals Environment”, Japan Institute for Overseas Investment, March 2016
  • Guest Speaker, “M&A: Managing Legal Risk in Turbulent Times”, Japan In-House Counsel Network, November 2012

Leadership Positions And Professional Affiliations

  • Vice Chair, Energy & Natural Resources Committee, Inter-Pacific Bar Association
  • Elected Governor, Canadian Chamber of Commerce in Japan
  • Officer, Daini Tokyo Bar Association International Committee

Recognition

He walks me through everything and stays ahead of where we are going, brings in the necessary expertise and is 100% proactive.
Chambers Asia-Pacific, 2024
Cares about clients’ needs and always advises and supports clients in a sophisticated way. He is knowledgeable not only in M&A but also in Japanese industry and custom.
Chambers Asia-Pacific, 2023

Awards

  • Leading Lawyer for Corporate/M&A in Japan, Chambers Asia-Pacific, 2020–2024
  • Leading Individual for Corporate and M&A: International Firms and Joint Ventures in Japan, The Legal 500 Asia Pacific, 2024
  • Recommended Lawyer for Projects and Energy: International Firms and Joint Ventures in Japan, The Legal 500 Asia Pacific, 2022–2024
  • Highly Regarded for M&A in Japan, IFLR1000, 2023
  • Recognised for Corporate and Mergers and Acquisitions Law in Japan, Best Lawyers, 2022

Qualifications

Admissions

British Columbia, Canada, 2000
Registered Foreign Lawyer (British Columbia, New York), Japan, 2009, 2023 
New York, 2020

Academic

BA, Economics and Pacific and Asian Studies, University of Victoria, 1992
JD, University of Toronto Faculty of Law, 1998

Languages

English, Japanese
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.