Karl J. Pires is a partner in the Mergers & Acquisitions practice.

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 has been based in Tokyo since 2008 and his practice focuses on representing Japanese clients on transactions outside Japan and assisting multinational clients with transactions in Japan. He 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.

ENERGY

• A U.S.-based subsidiary of a Japanese energy company on its entry into a joint venture with 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 
• A U.S.-based subsidiary of a Japanese energy company on its entry into a joint venture with a U.S.-based subsidiary of a Japanese engineering company to develop and operate a solar electric generating facility having an aggregate nameplate capacity of 15.7 MWDC located in Caldwell County, North Carolina 
• A subsidiary of a Japanese energy company in connection with its sale of 14.84% stake in one of Indonesia’s largest Independent Power Producers; and a subsidiary of a Japanese energy company in connection with its sale of 13.97% stake in a coal-fired thermal power plant operator to an integrated Indonesian oil & gas exploration and production company
• A U.S.-based subsidiary of a Japanese energy company in its acquisition of a 15% equity interest in an indirect owner, operator and developer of a $1.3 billion 1,258-megawatt combined-cycle gas-fired power generation facility in Illinois, U.S.
• A Canadian pension plan investment board on its acquisition of a U.S.-based multinational energy company for $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
• A Japanese financial institution on its investment in a $2.05 billion 376-megawatt offshore wind project in Taiwan
• A Japanese financial institution on its investment in a $2.3 billion 860-megawatt offshore wind project in the U.K.
• A Japanese energy company on its acquisitions of equity interests in project companies respectively constructing a $775 million 725-megawatt combined-cycle gas-fired power plant in Maryland and a $700 million 1,050-megawatt combined-cycle gas-fired power plant in Pennsylvania
• A Japanese conglomerate on its investment in upstream shale gas assets in British Columbia, Canada
• 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 the Middle East
• A Brazilian multinational energy company on its sale of an oil refinery company in Japan
• A Japanese energy company on its respective investments in an $845 million combined-cycle gas-fired power plant in New Jersey and a $775 million 805-megawatt combined-cycle gas-fired power plant in Connecticut
• A Japanese energy company on the establishment of a joint venture with a Mongolian investment company to develop wind power projects in Mongolia
• A Japanese trading company on its investment in a solar PV power plant project in the Middle East

INDUSTRIALS

• A Japanese chemicals company on the sale of its global storage solutions business to a Taiwanese optical disc manufacturer 
• A Japanese chemicals company on its US$400 million acquisition of a global activated carbon manufacturer from a Sweden-based seller
• A Japanese heavy industry manufacturer on the acquisition of a Swiss industrial coatings manufacturer
• A Japanese industrial paint manufacturer on its acquisition of a German automotive paint manufacturer
• A Canadian automotive parts manufacturer on its acquisition of a Japanese convertible rooftop manufacturer from a German seller
• A U.S.-based investment company on its acquisition of a Japanese glass manufacturer’s subsidiaries which respectively operate glass manufacturing businesses in the Americas and Europe
• A Japanese automotive parts manufacturer on its acquisition of a German mechatronic systems manufacturer
• A Japanese automotive parts manufacturer on its acquisition of a German air brake components manufacturer

LIFE SCIENCES AND HEALTHCARE

• A Japanese food and biotechnology company in its acquisition of a U.S. gene therapy contract development & manufacturing organization (CDMO), through a reverse triangular merger transaction valued at approximately $554 million
• A Japanese lifestyle service provider in a proposed management buyout (MBO) by a Swedish private equity firm, through its fund, and members of the founding family of the Japanese company
• A sovereign wealth fund on the acquisition by a consortium of the sovereign wealth fund and venture capitals, of a 46.9% equity interest in a biopharmaceutical company listed on South Korea’s KOSDAQ
• A Japanese medical devices manufacturer on its acquisition of a medical devices distribution business in Argentina
• A Japanese pharmaceutical company on its minority investment in a Canadian pharmaceutical startup developing vision care products
• A U.S.-based medical devices manufacturer on its acquisition of the Japanese subsidiary of a multinational medical devices manufacturer

TECHNOLOGY

• A publicly listed semiconductor materials maker on the acquisition of its shares by a Japanese state-backed private equity firm through a $6.32 billion tender offer
• A Japanese private equity firm on its offshore fund structuring and fundraising in connection with the private equity firm-led consortium’s successful tender offer for a Japanese technology company
• A Japanese shipping company 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
• A Japanese technology company on its $1.5 billion acquisition of a U.S.-based manufacturer of refrigerated display cases/systems
• A Japanese technology company on its acquisition of a 51% share of a Canadian back office software provider in the quick service restaurant industry
• A Japanese technology company on its acquisition of Hitachi Global Storage Technologies’ hard disk drive manufacturing equipment in China and Malaysia
• A Japanese technology company on its sale of a hard disk drive manufacturer in Thailand to a U.S.-based buyer
• A Japanese technology company on its sale of its North American unified communications business to a Canadian buyer

LOGISTICS/INFRASTRUCTURE/TRANSPORTATION/REAL ESTATE

• An Asia-based e-commerce logistics solution provider on its acquisition of a Hong Kong-based logistics solutions provider
• A Japanese financial sponsor on its acquisition of an equity interest in a high-speed rail project in Texas
• A Japanese railway company on its development stage and technical services agreements with project companies developing high-speed rail projects in the U.S.
• A State Authority in the MENA region on its acquisition of 34 residential real estate assets in Japan through a portfolio managed by a Hong Kong-based real estate private equity firm

Professional Affiliations

• Vice Chair, Energy & Natural Resources Committee, Inter-Pacific Bar Association (IPBA) since April 2021
• Elected Governor of the Canadian Chamber of Commerce in Japan (CCCJ) since June 2013
• Officer, Daini Tokyo Bar Association International Committee

Awards & Accolades

• Recognized as a “Leading Lawyer” for Corporate/M&A in Japan by Chambers Asia-Pacific (2020-2024)
• Recognized as a “Leading Individual” for Corporate and M&A in Japan by The Legal 500 Asia Pacific (2024)
• Recognized as a Recommended Lawyer for Projects and Energy in Japan by The Legal 500 Asia Pacific (2022-2023)
• Recognized as “Highly Regarded” for M&A in Japan by IFLR1000 (2024)
• Recognized in the 2022 edition of Best Lawyers in Japan for Corporate and Mergers and Acquisitions Law
• Clients comment in Chambers Asia-Pacific that Karl “walks me through everything and stays ahead of where we are going, brings in the necessary expertise and is 100% proactive.” (2024)
• Clients comment in Chambers Asia-Pacific that Karl “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." (2023)
• Clients comment in The Legal 500 Asia-Pacific that “He is sophisticated and has deep knowledge about M&A deals. He is also fluent in Japanese.” (2023)
• Clients comment in Chambers Asia-Pacific that “His ability to see the bigger picture, his insightful advice and ability to be on point every time is impressive." (2022)

Speaking Engagements

• “Green Hydrogen – The Fuel to Future” IPBA Dubai 2023 (Dubai, UAE), March 2023
• “Phygital M&As – The blurring lines between offline and online businesses” IPBA Dubai 2023 (Dubai, UAE), March 2023
• “Can Canada provide clean, secure energy to meet demand in Japan and Korea?” Canada West Foundation Webinar, February 2023
• “Using Plain Legal Language in Cross-Border Transaction Contracts” JPELC International Conference 2022, September 2022
• “Doing Business with Japan – Part 2: What to Know From a Legal Perspective” The Quebec-Japan Business Forum, April 2021
• “Renewable Investment Opportunities In European Infrastructure Post-Covid-19” Shearman & Sterling, DC Advisory and Green Giraffe Webinar, July 2020
• “The Post-Pandemic Global Business Landscape” The Canadian Chamber of Commerce in Japan (CCCJ) Webinar, June 2020
• “Bigger and Better? Japanese Cross-Border M&A in 2019 and Beyond” Mergermarket Japan M&A Forum (Tokyo, Japan), April 2019
• “Private Equity in China, India and Beyond” 28^th Inter-Pacific Bar Association Annual Conference (Manila, Philippines), March 2018
• “Renewable Energy Trends to Watch in 2018” 27^th Inter-Pacific Bar Association Annual Conference (Auckland, New Zealand), April 2017
• “Opportunities for Japanese Investors in a Distressed Mining and Metals Environment” Japan Institute for Overseas Investment (Tokyo, Japan), March 2016
• “M&A: Managing Legal Risk in Turbulent Times” Japan In-House Counsel Network (Tokyo, Japan), November 2012

Publications

• Co-author of “Japan – Key link in hydrogen value chain,” Project Finance International, April 2021; and Energy & Infrastructure Insight – Summer 2021 – Issue 4 (Shearman & Sterling LLP), June 2021