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.
Expertise
Industries
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
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).
Published Work
- Pires. Karl.J. (2021) “Japan – Key link in hydrogen value chain”, Project Finance International
Speaking Engagements
- 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
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
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
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.