A Shearman & Sterling team working in the firm's Tokyo office recently helped a pro bono client, Valid Nutrition, in connection with its entry into a manufacturing collaboration agreement with a local company in Ethiopia and its existing business partner in Kenya.

Valid Nutrition, a non-profit company based in Ireland, produces and markets a range of nutritional pastes used to treat and prevent malnutrition. The products are made in the countries in which they are needed, a system that helps to develop local food manufacturing industries, create viable markets for locally grown crops, and provide life-saving products at affordable prices, according to the company.

Under an agreement created for Valid with the help of Shearman & Sterling associates Brian Wheeler (Tokyo-M&A) and Yasuhiro (Taai) Izushima (Tokyo-Project Development & Finance), Valid's Ethiopian business partner set up a new subsidiary that will manufacture, market, and distribute Valid's products in Ethiopia. The agreement also covers a Kenyan company also working with Valid in Ethiopia.

Working on the matter involved dealing with "very different cultures and legal practices from what we are used to seeing in Japan or the US," Wheeler said. In addition, he noted, the client was concerned about getting fair treatment in an Ethiopian court if anything were to go wrong. "For those reasons," Wheeler added, "we had to pay a lot of attention to how things are presented in the agreement—both to ensure that we did everything possible to avoid a dispute arising in the first place and to take account of certain sensitivities in the relationships between the parties."

As associates working in Mergers & Acquisitions and Project Development & Finance, "this was a good opportunity to gain additional exposure to certain areas of law and provided a good opportunity for some of our team to take on additional responsibility," Wheeler said. "Taai, who handled most of the drafting, enjoyed being able to work hands-on with the client and to draft an agreement with so many extra-legal considerations—this was a very good learning experience. We both thought that having the client appreciate our work so much was very satisfying, and a good motivator for the next project."

The matter was referred to Shearman & Sterling through A4ID (Advocates for International Development), which coordinates legal assistance for projects that further the United Nations' Millennium Development Goals. The supervising partner was Kenneth Lebrun (Tokyo-M&A).