Miura & Partners US has a highly specialized international taxation practice. We have a tax lawyer with a Master of Laws (LL.M.) in taxation and a CPA who has practiced at Big Four accounting firms in Japan and the United States. Together, they have developed a particular expertise advising multinational corporations and their U.S. subsidiaries on U.S. and California tax planning and on tax issues in complex, cross-border transactions.

Having an in-house tax attorney and a CPA enables us to quickly and thoroughly analyze tax aspects of transaction alternatives for our clients. While some tax professionals are seen as “deal killers,” our tax team is recognized for identifying potential tax issues and crafting creative tax solutions to help our clients close transactions. And, our tax team is able to communicate effectively on tax matters with our corporate client’s CFO, other in-house tax professionals, and outside CPA firm, so we are able to efficiently resolve any tax matters involved in a transaction.

Most of our tax clients are long-time corporate clients, so we understand their businesses and can make recommendations on short- and long-term tax strategies and best practices to expand their businesses. And, we are proactive in our tax planning for clients, notifying them of recent changes in U.S. and California tax laws that may affect them.

• Our international tax practice includes advice in the following areas:
• Providing tax counsel on cross-border transactions:
• Performing tax due diligence for acquirors and preparing targets for the buyer’s tax due diligence team
• Structuring transactions to minimize tax consequences
• Advising on tax withholding requirements and procedures
• Analyzing Internal Revenue Code Sec. 382 net operating loss carry-forward limitations
• Evaluating asset characterization and funds transfer to determine tax withholding obligations
• Conducting tax analysis on formation of subsidiaries
• Counseling multinational companies and their U.S. subsidiaries on transfer
• pricing strategies to enable tax savings
• Reviewing tax treaties between countries
• Evaluating corporate structures to minimize tax liabilities
• Advocating tax-efficient methods to transfer assets
• Researching taxability of sales tax
• Advising on tax consequences of point-base service transactions
• Recommending best practices to non-profits to protect their non-profit and tax-exempt status
• Counseling individual taxpayers on expatriation tax matters

RECENT REPRESENTATIVE MATTERS

Corporate/Business Development

• The U.S. subsidiary of a publicly traded Japanese chemical manufacturer in compliance with U.S. import and customs requirements
• A prominent Japanese cross-border commerce provider in the analysis of applicable U.S. and state laws for issuing and selling users points and coupons
• Japanese prefectural governments in advising the companies based in those prefectures on strategies for collaborating with U.S. businesses
• A leading, privately held Japanese liquor manufacturer and distributor in the analysis of its rights in control states, franchise states, and open states, and in the review of permitted activities under the California Department of Alcoholic Beverage Control
• A publicly traded Japanese retail eyewear company in analyzing possible operational structures in compliance with U.S. and California laws, and in communicating with U.S. and California government entities regarding proposed legislation
• A multinational media company in reviewing restrictions under U.S. and state franchise laws when operating in the United States
• One of Japan’s largest rechargeable battery and rare metal recycling companies in business development efforts for its business expansion into California
• A prominent Japanese bio manufacturer of diagnostic reagents and vaccines in its expansion into the United States, and in negotiating and drafting distribution and R&D agreements with U.S. research labs and universities
• The U.S. West Coast subsidiary of a Japanese food grower and distributor in its expansion into other regions of the United States
• A U.S. car manufacturer in its negotiations with a high-end Japanese titanium wheel manufacturer
• A gourmet Japanese food and beverage producer in locating and securing real estate in California
• An innovative Japanese global educational start-up in establishing an employee stock option plan

Mergers & Acquisitions

• A prominent Japanese online auction platform provider in its asset acquisition and expansion in Silicon Valley
• One of Japan’s largest publishers in its joint venture with a publicly traded innovative Japanese IT company
• One of the oldest privately held Japanese printing and marketing corporations in its acquisition of a U.S. printing company
• A leading publicly traded Japanese freight-forwarder and shipping company in its acquisition of a U.S. company
• A major Japanese life science and biotechnology corporation in its divestiture of assets to a Silicon Valley biotechnology company
• A Japan-based internet media corporation in the sale of its Holland-based subsidiary to a Netherlands corporation and the closure of its U.S.-based subsidiary
• The Japanese acquirer in the stock purchase of a prominent U.S. motorcycle parts distributor
• A publicly traded Japanese medical device company in conducting M&A legal due diligence of potential target companies
• A Japanese freight forwarder and its U.S. subsidiary in M&A matters and in obtaining its Federal Maritime Commission license
• A publicly traded Japanese electronics components manufacturer in the divestiture of its Mexican manufacturing plant to a U.S.-based manufacture-operations corporation

Technology and Commercial Transactions

• An innovative U.S. mobile media company in negotiating its licensing agreement with a significant Japanese telecommunications company and its purchase agreement with a publicly traded Japanese diversified telecommunications and internet provider
• A major Japanese publisher and content holder in business development strategies and negotiations to license its content to several of Hollywood’s leading entertainment brands.
• A prominent Japanese scientific products manufacturer as outside corporate counsel in IP disputes, employment matters, and contract negotiations
• A TSE-listed Japanese diversified silicone products developer and supplier in settlement negotiations for patent infringement claims with a publicly traded German medical device company
• A privately held Japanese premium rice producer in corporate compliance, trademark protection, and contract reviews
• A publicly traded Japanese online game provider in defending its copyright infringement cases
• One of Japan’s largest online auction platform providers in its license agreement with the largest U.S. service provider
• A NASDAQ-listed U.S. fabless communication chip developer and provider of software products in its high-risk, high-stakes negotiations with several of Japan’s leading corporations
• A U.S. publisher in its negotiations with Japanese publishers for license rights to publish their content in the United States
• A publicly traded Japanese electronics components manufacturer in its business negotiations and drafting of patent licensing agreement with a major German medical equipment manufacturer
• A prominent Japanese medical 3-D imaging software developer in its licensing transactions with companies throughout the United States
• A Japanese mobile media marketing company in negotiating and drafting its license agreement with a U.S. advertising agency
• A leading Japanese apparel manufacturer and retailer in developing its trademark portfolio