Jay M. Tyndall

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Adachi, Henderson, Miyatake & Fujita, Tokyo, Japan - U.S. Law Consultant; Drafted and reviewed agreements for international technology transactions and business arrangements, which included joint ventures, distributorships, and licensing. Handled various internal matters for foreign trademark practice, which dealt with large number of filings on behalf of high profile American and European clients. Generated tax and corporate law advice related to transnational activities of American, European, and Japanese corporate clients of firm.  1996-1998

Technology                                                                            
  • Drafted joint venture and technical assistance agreements for Thai and technical assistance agreement for Chinese joint ventures of automotive piston manufacturing company. Prepared agreement for Asia-wide license of German manufacturing technology to same client.
  • Revised standard supply agreement of British customer in negotiations on behalf of client chemical gas manufacturer. Gas sold under resulting agreement was used in manufacture of microprocessor chips in U.S.
  • Drafted distributorship agreement for hospital fixture-level diagnostic apparatus sold by client Japanese joint venture company of German technology conglomerate.
  • Drafted business transfer agreement for divestiture by European client from Japanese electronics joint venture.

Trademark                                                                              
  • Generated trademark law-related advice for non-Japanese clients on:
    • design and implementation of overall protection strategies,
    • prosecution of applications, particularly interpretation of pre-application search results, designation of goods and services, and responses to official action,
    • handling of transfers, licensing, negotiation, and related matters, and
    • pursuit of opposition, cancellation, unfair competition prevention, and other policing-related activities.
  • Served trademark clients of firm, which included: Beiten, Burkhardt, Mittl & Wegener, Footstar, Inc., International Management Group, Katten, Muchin & Zavis, MasterCard International Inc., and Pillsbury, Madison & Sutro.

Corporate                                                                              
  • Assisted firm in handling formation and regulatory aspects of Japanese direct sales subsidiary of well-known client American insurance company.
  • Assisted in preparation of advice on perfection of stock pledge of all stock in sizable Japanese subsidiary of client American debtor corporation in electronics industry.
  • Assisted in preparation of advice regarding Japanese regulation of and registration requirements for U.K. issued stock options (which were to be distributed in and potentially exercised from within Japan) from ESOPs of client international technical consulting services company.
  • Assisted in preparation of advice on conversion of joint stock company (kabushiki kaisha) subsidiaries of client to limited companies (yugen kaisha), with subsequent adjustments in equity holdings.
  • Wrote opinion letters for evidentiary submission on behalf of client Indian bank in Japanese appellate litigation on banking matter which ultimately reached Supreme Court.

Tax                                                                                            
  • Assisted in preparation of tax advice on:
    • transfer pricing and permanent establishment issues for wide variety of North American, European, and Japanese companies,
    • filings for prosecution of administrative proceedings before highest administrative tax tribunal in Japan on behalf of Japanese subsidiary of American health products company and German reinsurance company,
    • use of tokumei kumiai (Japanese silent partnerships) by American financing company in aircraft leasing transactions and by clients of various nationalities in other financial transactions,
    • agreements for use in non-performing Japanese loan purchase and real estate collateral execution arrangements,
    • tax-efficient structuring for performances in Japan by well-known entertainers from U.K., and
    • options for funding of new Irish subsidiary by Japanese subsidiary of American industrial corporation.

Litigation                                                                              
  • Assisted in generating litigation-related correspondence for commercial law, employment law, tort law, and aviation law cases of international clients.
  • Wrote opinion letters for evidentiary submission on behalf of client Indian bank in Japanese appellate litigation on banking matter which ultimately reached Supreme Court of Japan.
  • Assisted in preparation of tax advice on prosecution of administrative proceedings before highest administrative tax tribunal in Japan on behalf of Japanese subsidiary of American health products company and on behalf of German reinsurance company.
  • Generated trademark law-related advice for non-Japanese clients on pursuit of registration, opposition, cancellation, unfair competition prevention, and policing-related activities.


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