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Having successfully negotiated, documented and closed billions of dollars of commercial transactions and investments into the U.S. and abroad, Masuda Funai takes pride in consistently delivering exceptionally high-quality, comprehensive and practical transactional legal counsel to businesses based around the globe and throughout the country. Most of our clients are foreign-owned companies seeking to do business and maximize their investments in the U.S. and we are the leader in mid-market Japanese mergers and acquisitions in the United States. Foreign-owned businesses require a high level of multicultural understanding and often have a distinct management approach. We understand many different perspectives and are committed to serving as a bridge to companies entering and doing business in the domestic market.

Our firm represents companies of all sizes in all phases of the business life cycle. Our experience ranges from complex M&A and financing transactions, to tax analysis and real estate deals, to joint ventures and other development arrangements, to general day-to-day operations counsel. We advise multinational companies in the establishment and growth of their operations and facilities in the U.S., frequently serving as their U.S. general legal counsel.  Additionally, with the great majority of our transactions having some cross-border aspect, we are well versed in the regulatory issues that affect our clients’ transactions in the international environment, particularly in the areas of commercial (dual-use) and defense related export licensing, compliance and enforcement matters, U.S. trade sanctions, customs compliance and national security (e.g., Committee on Foreign Investment in the United States [CFIUS]) reviews. In everything we do, we focus on providing timely and highly personal services that fit our client’s time zone and commercial agenda.

Our attorneys take the time to clearly explain U.S. law and business practices every step of the way — and frequently in our client’s native language.  Whether we are negotiating the terms of a deal or analyzing the risk inherent in a given transaction, our extensive economic and cultural understanding allows us to make doing business in the U.S. a more streamlined process.

Our unique ability to overcome the challenges international companies and executives face when operating in the U.S. demonstrates not only our understanding of the law, but also our unwavering sensitivity to distinct cultures and their specific commercial drivers. As a testament to our dedication, commitment, meticulous work product and ability to adapt, we are proud that relationships with many of our foreign-owned clients have continued for decades. Regardless of our client’s country of origin, industry or product line, our attorneys are experienced negotiators and counselors who deliver the perspective, depth, legal acuity, cultural intelligence and business acumen to guide them through even the most sophisticated matters and transactions.

Range of Services Experience


Acquisition of precision manufacturing company in the Midwest working in the defense, medical and aerospace sectors for a Japanese publicly-traded acquirer.

Acquisition of defense and aerospace company in South Carolina for a global machine tool manufacturer.

Acquisition of half of a U.S. public company in the genetic testing industry for a Japanese global biotechnology equipment manufacturing company.

Represented a U.S. company in the technology sector with an investment from a large private equity group.

Represented a major Japanese trading company and its foreign subsidiaries in a series of acquisitions of a famous fashion and accessory brand and related businesses in the U.S. and other territories around the world from a U.S. seller.

Represented a major Japanese manufacturer of construction equipment in a global technology license and OEM supply arrangement with a multinational counterpart in connection with the manufacture, supply, sale, and distribution of hydraulic excavators in various territories around the world.

Lessee representation in a $16.2 million leveraged lease of manufacturing equipment in Indiana.

Acquisition of the metal coolant division of a publicly traded U.S. chemical company for a foreign chemical producer.

Divestiture of software subsidiaries to a public company for approximately $60 million for a foreign company.

Formation of a joint venture company to foster sales in the U.S. and, subsequently, the acquisition of the unowned portion to make the joint venture wholly owned by the foreign company for a foreign company in the material handling industry.

Management buy-out of a U.S. forklift distributor for a foreign trading company and foreign forklift manufacturer.

Formation of a joint venture for the manufacture and sale of manufacturing equipment to major automobile companies for a manufacturer of industrial equipment.

Acquisition of a laser control system company for a navigation product company.

Sale of its large stake in a semiconductor manufacturing equipment company for an electronics company.

Assisted the founder in the start-up and financing of a company with a proprietary plasma pyrolysis waste treatment technology.

Formation of a start-up to develop, patent and commercialize the spherical semiconductor and "Clean tube" Eprocesses for a lead venture capital investor and strategic partner.

Co-counsel for a large foreign consumer products manufacturer in connection with its $165 million acquisition of a U.S. manufacturer of dental care products.

Lender representation in a $25 million hotel acquisition financing.

Borrower representation for a NYSE-listed company in connection with a syndicated $200 million multi-currency credit facility.

Lender representation in a $40 million revolving credit facility supported by foreign parent guarantee.

Co-counsel for a leading foreign consumer foods manufacturer in connection with its $14 million acquisition of a genetics research and development company.

Represented the lender in connection with a $75 million standby credit facility.

Lender representation in connection with the restructuring and work-out of a $61 million financing.

Borrower representation in a $225 million syndicated credit facility relating to its acquisition of a division of a major U.S. automobile manufacturer with facilities in the U.S. and Mexico.

Foreign-based consumer products manufacturer representation in connection with the $165 million sale of its minority interest in a national U.S. retailer.

International automobile parts manufacturer representation in connection with its $230 million acquisition of a division of a Big Three U.S. automobile manufacturer.

International power tool and motor products manufacturer representation in connection with the divestiture of the off-shore subsidiaries in its power tool division's manufacturing operations in the U.S. and sales and distribution operations in Canada, France, the United Kingdom, Australia, New Zealand and Taiwan, including negotiation of worldwide technology and trademark licenses and ongoing supply agreements.

International consumer products and auto parts manufacturer representation in connection with its $325 million acquisition of a manufacturing division of a large U.S. conglomerate.

Multinational company with annual revenues of $1.6 billion representation in restructuring its U.S. group through streamlining operations and the use of holding company structure.

Represented a Japanese bank in connection with a ¥1.5 billion loan arranged with a currency swap arrangement.

Tennessee manufacturer representation in connection with a $45 million bond financing.

Credit enhancer representation in connection with a $62 million financing of a significant real estate acquisition and subsequent overseas syndication thereof.

Issuer representation in a structured $50 million issuance of variable rate preferred stock.

Credit enhancer representation in connection with the $80 million financing of a leveraged buy-out of an internationally renowned racetrack.

Israeli bank representation in connection with participation in syndicated financing of a U.S. sports stadium.

Issuing bank representation in connection with a $32.5 million standby letter of credit to support a purchase agreement between a German automobile manufacturer and a U.S. auto parts manufacturer.

Negotiated the investment, distribution and research collaboration arrangements for a pharmaceutical company with respect to an East Coast, early-stage biomedical company
Represented a foreign company that invests in U.S. agricultural properties in connection with its $48 million acquisition of a stud farm in Virginia
Represented a Silicon Valley VoIP hardware company in its attempt to acquire an East Coast VoIP software company
Negotiation of several joint ventures by leading first tier suppliers to manufacture high-performance auto parts for Toyota, Ford and other OEMs.

Japanese multinational representation in creating a joint venture with a German auto parts manufacturer in the People's Republic of China.



Michael C. Bedell
Senior Associate, Chicago
P 312.245.7539
Frank J. Del Barto
Principal, Schaumburg
P 847.734.8811
Bryan Y. Funai
Principal, Schaumburg
P 847.734.8811
Masaru Funai
Chairman Emeritus, Chicago
P 312.245.7500
Murray L. Gordon
Of Counsel, Chicago
P 312.245.7500
Benjamin F. Gould
Principal, Chicago
P 312.245.7500
Keith W. Groebe
Principal, Chicago
P 312.245.7500
Joji Kagei
Principal, Los Angeles
P 310.630.5900
Eldon H. Kakuda
Principal, Schaumburg
P 847.734.8811
George H. Kobayashi
President, Chicago
P 312.245.7500
Dayne Kono
Chairman, Chicago
P 312.245.7500
Asa W. Markel
Principal, Los Angeles
P 310.630.5900
Thomas P. McMenamin
Senior Counsel, Chicago
P 312.245.7500
Monika R. Oyama
Principal, Chicago
P 312.245.7500
Joseph S. Parisi
Of Counsel, Schaumburg
P 847.734.8811
Jonathan S. Park
Associate, Chicago
P 312.245.7500
Stephen M. Proctor
Of Counsel, Schaumburg
P 847.734.8811
Riebana E. Sachs
Associate, Chicago
P 312.245.7534
Koichiro Sato
Visiting Foreign Attorney, Chicago
P 312.245.7500
Mary W. Shellenberg
Of Counsel, Chicago
P 312.245.7500
Jennifer R.M.C. Watson
Principal, Chicago
P 312.245.7500
Gregory M. Wright
Principal, Chicago
P 312.245.7496
News & Events
Legal Updates/Client Advisories
Recent Changes in U.S. Securities Law May Allow More Financing Options for U.S.-Based Subsidiaries
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"Made in America" Executive Order Likely to Motivate FDI by Overseas Vendors
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FTC Announces Decreased Hart-Scott-Rodino and Clayton Act Section 8 Thresholds for 2021, but Increased Per Diem Penalties
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Reporting Obligations of Small Private Companies Regarding Beneficial Owners Under the Corporate Transparency Act
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New Year, New PPP Loans
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IRS Doubles Down on No Double Dip
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CFIUS Final Regulations Revise Mandatory Declaration Requirement for Certain Critical Technology Transactions
Executive Summary On September 11, 2020, the Office of Investment Security, Department of Treasury issued a final rule that…
M&A Terms in Pandemic-Affected Market
Executive Summary The COVID-19 outbreak has severely impacted the world economy and will likely continue to do so for a prolonged…
Paycheck Protection Program Flexibility Act of 2020
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Mexican Tax Authority Seeks to Create and Tax Virtual Mexican Branches of Non-Mexican Companies
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PPP Loan Eligibility and Interim Final Rule on Treatment of Entities with Foreign Affiliates – Some Much Needed Clarity
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PPP Loan Eligibility and FAQ 44 – Nothing is Clear
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Liquidity Test and Possible Audits for PPP Loans
Executive Summary Companies that apply for Paycheck Protection Program ("PPP") loans should document that "economic uncertainty makes…
How Japanese Owned U.S. Subsidiaries Can Avoid Common Mistakes When Applying for the Second Round of the U.S. Government's Paycheck Protection Program ("PPP") Loans
Executive Summary The U.S. government’s Paycheck Protection Program (“PPP”) announced the release of a second round of loan funds to…
How Illinois-Based Japanese Essential Businesses and Manufacturing Companies Will Be Affected under the Illinois Extended Stay-at-Home Order
Executive Summary Illinois Governor J.B. Pritzker announced on April 23, 2020, that the Illinois stay-at-home order will be extended…
Payroll Protection Program SBA Loans UPDATED
Executive Summary Small businesses with no more than 500 employees may take advantage of expanded eligibility criteria for the Small…
Dilatory and Indecisive Litigant Loses Chance at Arbitration
Executive Summary When a party is in litigation, but feels it has a right to arbitrate, it can be a difficult decision whether to allow…
Legal Guidance for 2020 CFIUS Regulations
On January 13, 2020, the Office of Investment Security, Department of Treasury published its final regulations implementing the Foreign…
Supplier Reclaiming Shipments to Bankrupt Retailer Loses to Secured Super-Priority Lender
Executive Summary In any bankruptcy, there are inevitably winners and losers. The winners do not always do virtuous acts to win and the…
FTC Announces Increased Hart-Scott-Rodino and Clayton Act Section 8 Thresholds for 2020
Executive Summary The Federal Trade Commission (FTC) has announced its 2020 jurisdictional and filing fee thresholds under the…
Litigious Attitude Coupled With Major Blunders Leads to Big Loss
Usually, being aggressive in business and in litigation is considered an advantage. But, as illustrated in a recent 7th Circuit case, it is…
Insurer Loses Because its Coverage is "Illusory"
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7th Circuit Rules on Sufficiency of UCC Financing Statement
Secured creditors filing a UCC financing statement under Article 9 must include a description of the collateral. (UCC 9-502) UCC Article 9…
Illinois Offers Tax Delinquency Amnesty – Interest and Penalties May be Waived
Under the 2019 Illinois Tax Delinquency Amnesty Act, Illinois taxpayers have the opportunity to pay delinquent taxes with the possibility…
U.S. Supreme Court Finally Speaks Regarding Trademark Licenses in Bankruptcy
On May 20, 2019, the U.S. Supreme Court issued its long-awaited decision in Mission Products Holdings, Inc. v. Tempnology, LLC nka Old Cold…
No Liability from Void Contract with Union
In May, 2008, Matthew Friedman, a manager of 1550 MP Road LLC (“MP Road”), must have been very pleased. He had just negotiated and signed a…
FIRMMA and Changes to CFIUS Review of Cross-Border Investments
Overview The Foreign Investment Risk Review Modernization Act of 2018 (“FIRMMA”) was signed into law by President Trump on August 13…
FTC Announces Increased Hart-Scott-Rodino and Clayton Act Section 8 Thresholds for 2019
Executive Summary The Federal Trade Commission (FTC) has announced its 2019 jurisdictional and filing fee thresholds under the…
Another Dilatory Claimant Loses Out
The 7th Circuit Court of Appeals has faced multiple claims in which the defendants raised a statute of limitations defense, with mixed…
Buyer's Failed Claim of Breach of Requirements Contract Takes a Strange Turn – Enforceable as a Supply Contract for Fixed Quantity
On December 7, 2015 we reported on a 7th Circuit opinion in which a buyer failed in its efforts to enforce a supply agreement as a…
Manufacturer Loses Big Time Twice – to its Customer and to its Insurance Company
Berry Plastics Corporation (now known as Berry Global, Inc.) is a manufacturer of primarily plastic packaging products. It encountered some…
Breach of Contract and Interference Claims Fail Due to Statute of Limitations
In a recent update, we discussed a topical 7th Circuit Court of Appeals case in which an unpaid law firm successfully fended off a defense…
Ten Years After Crash, Litigation Continues – Directors of Bankrupt Holding Company not Liable to Trustee
The Great Recession of 2008 may seem a distant memory. September 15, 2018 is the 10th anniversary of the Lehman Brothers bankruptcy, the…
Unsigned Contract Still a Written Contract
Can an unsigned contract still be a contract? The answer is yes, for statute of limitations purposes, says the 7th Circuit Court of…
Fraudster's "Blame the Victim" Defense Fails
Richard Carter was a rancher in Wyoming where he operated a family-owned cattle ranch. He had the misfortune of using a dishonest broker…
Parent Company's Alleged Control of Subsidiary Insufficient to Establish Personal Jurisdiction
It is not uncommon for plaintiff’s counsel to assert creative theories in an effort to establish personal jurisdiction over a defendant in…
"Notwithstanding Anything to the Contrary" Language Disputed in Recent Case
Drafters frequently use language such as “Notwithstanding anything [in this section] or [in this agreement]” to emphasize and make clear…
FTC Updated Guidance to Avoid "Gun Jumping" Liability During M&A Negotiations
On March 20, 2018, the U.S. Federal Trade Commission (“FTC”) issued updated guidance concerning compliance with the antitrust laws while…
Another Release Unsuccessfully Attacked by Releasing Party
In our update of January 2, 2018, we reported on a 7th Circuit case in which the releasing party, ADM, unsuccessfully tried to overcome the…
FTC Announces Increased Hart-Scott-Rodino and Clayton Act Section 8 Thresholds for 2018
The Federal Trade Commission (FTC) has announced its 2018 jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust…
Another Illinois Case Decides When an Asset Purchaser is Responsible for Liabilities as a Mere Continuation of the Seller
In our Risk Management Update of December 23, 2015, we discussed an Illinois case that had to decide when a successor entity purchasing the…
Scam Targeting Attorneys Causes Big Loss To Bank
As many attorneys know, attorneys have been the frequent target of scams, such as those promising a big fee to assist in transferring funds…
Despite (or Because of) Extensive Negotiations, No Contract and No Promissory Estoppel
A common scenario involves two parties involved in intense and prolonged negotiations that one party feels resulted in an enforceable…
Giving Up What You Are Entitled To
There were two recent cases from the 7th Circuit Court of Appeals, one on May 16 and one on May 17. The parties, judges, and areas of law…
Another Corporate Veil Piercing Case – Sham Transactions Make Affiliates and Individuals Vulnerable
Suddenly courts in Illinois are issuing corporate veil piercing decisions. In our last update, we highlighted an Illinois Court of Appeals…
New Proposed Related Party Debt Regulations
On April 4, 2016, the U.S. Treasury Department and the Internal Revenue Service ("IRS") issued proposed regulations under Internal Revenue…
Extreme Example of "Piercing Corporate Veil"
It is standard legal advice for business lawyers to tell their clients to avoid claims of "piercing the corporate veil" by respecting the…
"Mere Continuation" Doctrine Applied to Transfer Liability to Successor Entity
It is an often-cited principle that an entity that purchases the assets of another entity is not liable for the debts and liabilities of…
Contract Says Terminable on 30 Days' Notice – But Court Says, Not Really
A recent case from the 7th Circuit Court of Appeals discussed an interesting issue of contract interpretation of termination provisions…
Be Careful Who You Contract with and Who You Don't Contract with – Non-Party Not Bound
Northbound Group, Inc. generated and sold life insurance leads under the brand name "Leadbot." It was fairly successful in the late 1990s…
Business Owner Loses $30 Million Through Lack of Due Diligence
William Carlson was a successful businessman. Carlson was the owner of Willis Capital LLC, through which he founded Belvedere Trading LLC…
California Court Allows Equitable Defense to Enforcement of Guaranty in Spite of General Waiver
Shortly before the new year, California's Fourth District Court of Appeal, sitting in Riverside, delivered some clarity to California's law…
Confidentiality Agreement Not Enough to Protect Confidential Information
Confidentiality agreements have become routine as a part of conducting business. Parties frequently exchange confidentiality agreements, or…
Business Update: Action to "Pierce Corporate Veil" Fails – Another Creditor Spurned
The 7th Circuit has again left a disappointed creditor with no recourse because of the creditor's failure to do basic investigation or take…
Complimentary Webinar: Attacking the Post-COVID M&A Market: The Key Issues in Acquiring Divested Businesses in the U.S. and the Americas (Webinar in Japanese)
With large numbers of U.S. corporate groups indicating they intend to engage in divestiture activity in the post-COVID time period…
Complimentary Business Development Seminar (Nagoya/Tokyo/Osaka)
Case Studies on U.S. Business Operations (Presented Only in Japanese) Differences between U.S. and Japanese trends and business practices…
Legal Symposium: Issues Facing U.S. Subsidiaries of Japanese Multinationals
Masuda Funai 2016 Legal Symposium Issues Facing U.S. Subsidiaries of Japanese Multinationals 8:00 - 8:30 a.m. Registration, Networking and…
Masuda Funai Releases Results From Annual M&A Survey
Masuda, Funai, Eifert & Mitchell, Ltd. today released the results of its annual Mergers and Acquisitions Survey. The survey features data…
Masuda Funai Welcomes New Tax Attorney
We are excited to announce the recent addition of Murray L. Gordon to the Corporate & Finance team in the Chicago office. Murray will serve…
Masuda Funai Releases Results From First Annual M&A Survey
Masuda, Funai, Eifert & Mitchell, Ltd. today released the results of its first annual Mergers and Acquisitions Survey. The survey features…
Jennifer Watson Authored an Article in the GACC Midwest Report on Mergers & Acquisitions
The article "Is a Joint Venture Preferable to a Merger/Acquisition?" summarizes a few key legal considerations for a German company looking…
Greg Wright Authored an Article in BizBuddy
The article "FIRMMA and Changes to CFIUS Review of Cross-Border Investments" featured on BizBuddy’s website provides insights regarding the…
Taiyo Technology of America Ltd.'s Reception and Open House
Masuda Funai Principals, David Alexander, Dayne Kono and Stephen Proctor attended Taiyo Technology of America Ltd.'s (Taiyo) reception and…
Masuda Funai Hosts 2018 Legal Symposium
On June 14, 2018, Masuda Funai hosted its Legal Symposium addressing issues encountered by U.S. subsidiaries of Japanese multinationals…
Jennifer Watson Authored an Article in the GACC Expansion USA Mergers and Acquisitions Guide
The article "The 4Es of Successor Liability" provides insights for businesses growing through mergers, acquisitions and joint ventures. It…
Masuda Funai Hosts Northern Ireland Delegation
Masuda, Funai, Eifert & Mitchell Ltd. hosted the Northern Ireland Delegation on April 16, 2018 as part of its ABC Mission visit to Chicago…
Greg Wright Chairs Panel Discussion at M&A Conference
On March 8th, Greg Wright, Principal in Masuda Funai’s Corporate, Finance & Acquisitions Group, chaired a panel discussion at the Spring…
Masuda Funai Featured in The Japan Times
The Japan Times published a comprehensive report this month on Japanese business activity in the Great Lakes Region of the United States…
Masuda Funai Welcomes a New Principal
Masuda, Funai, Eifert & Mitchell, Ltd. is pleased to announce the addition of Gregory M. Wright as a Principal in the firm's Chicago office…
Masuda Funai Attends Investment Summit in Washington, D.C. on Foreign Direct Investment in the United States
Keith Groebe, George Kobayashi and David Alexander from Masuda, Funai, Eifert & Mitchell, Ltd. attended the SelectUSA Investment Summit…
Masuda Funai Addresses Japanese Keidanren Delegation at Breakfast Hosted by Governor Rauner
PRESS RELEASE CHICAGO - Thomas McMenamin and George Kobayashi from Masuda, Funai, Eifert & Mitchell, Ltd. spoke at an Executive Breakfast…
Masuda Funai Attends International Conference in Berlin on Tech Startups and Cross-Border Expansion
PRESS RELEASE CHICAGO - Reinhold Krammer and Thomas McMenamin from Masuda, Funai Eifert & Mitchell, Ltd. attended the Alliott Group's 2017…
Jennifer Watson Speaking at the GACC Midwest's 2017 SME Forum
On Tuesday, April 11th, Jennifer Watson, Principal in Masuda Funai's corporate transactions practice, will be speaking at the German…
Masuda Funai Hosted Legal Symposium for General Counsel
On June 9, 2016, Masuda Funai hosted a Legal Symposium for General Counsel from across the country at The Glen Club in Glenview, Illinois…
Masuda Funai Joins State of Illinois Delegation at Hannover Messe in Germany
Masuda Funai sponsored the Illinois Department of Commerce & Economic Opportunity at this year's Hannover Messe trade fair held in…
"FIRMMA and Changes to CFIUS Review of Cross-Border Investments" - BizBuddy, March 2019