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Preparing for Shareholder Activism and Related Litigation in the 2021 Proxy Season

Presented to the Association of Corporate Counsel Bay Area Chapter

January 27, 2021 Contents

Introduction to Shareholder Activism 4

The Current Activism Landscape 11

Campaign Stages 20

Proxy Fight 21

Hostile Takeover Attempt 24

Advance Preparation 26

Proxy Fight Prep 27

Hostile Takeover Prep 28

Appendix A: Advance Preparation – A Deeper Dive 31

Appendix B: Presenter Bios 41

3 Introduction to Shareholder Activism Forms of Activism

Social Activism •Activists promote social, political, economic or environmental change at target companies (e.g. “2 degrees Celsius,” no fracking, recycling, etc.)

Governance Activism Economic Activism •Activists call on the •Activists attempt to effect company to conform to so- change at a public called “best practices” company in order to related to corporate unlock value for governance (e.g. proxy themselves and other access, repeal poison pill, shareholders declassify staggered board, etc.)

• In a public company, strategy is set by the board of directors and management • Historically, a hostile takeover was the greatest threat to the control of the incumbent board of a public company • Today, the greatest threat to the board’s control of a public company’s strategy is from activists who acquire a small stake and threaten to launch a proxy fight to push for change • Shareholder activists frequently attempt to push targets into selling the company and sometimes even collaborate with hostile bidders or launch hostile takeovers themselves

Shareholder activism is a battle over influence and control and needs to be treated with the same level of concern as hostile takeovers

1980s – Corporate Raider Today – Shareholder Activist

• Minority Stake • Hostile • Increase Takeover Shareholder • Greenmail Value • Liquidation • Board Representation

Carl Icahn David Einhorn Bill Ackman Barry Rosenstein Paul Singer

Daniel Loeb Nelson Peltz Jeff Smith Jeff Ubben Keith Meister

• Ancora Advisors LLC • FrontFour Capital Group LLC • Raging Capital Management LLC • Barington Companies Investors LLC • GAMCO Asset Management, Inc. • Red Mountain Capital Partners LLC • Basswood Capital Management LLC • Greenlight Capital, Inc. • Sandell Asset Management Corp. • Biglari Capital LLC • Highland Capital Management LP • Sarissa Capital Management LP • Bulldog Investors LLC • Icahn Associates Holding LLC • Southeastern Asset Management, Inc. • Cannell Capital LLC • JANA Partners LLC • Starboard Value LP • Carlson Capital, L.P. • Karpus Management, Inc. • Steel Partners LLC • Cevian Capital AB • Land & Buildings Investment Management LLC • Stilwell Value LLC • City of London Investment Management Co. Ltd. • Legion Partners Asset Management LLC • TCI Fund Management Ltd. • Clinton Group, Inc. • Mangrove Partners • Third Point LLC • Clover Partners, L.P. • Marcato Capital Management LP • Trian Fund Management, L.P. • Corvex Management LP • Northern Right Capital Management, L.P. • ValueAct Capital Management LP • Crystal Amber Advisers (UK) LLP • Oasis Management (Hong Kong) LLC • Veteri Place Corp. • Elliott Management Corp. • Osmium Partners LLC • VIEX Capital Advisors, LLC • Engaged Capital LLC • Pershing Square Capital Management, L.P. • Voce Capital Management LLC • Engine Capital Management LP • PL Capital Advisors LLC • Wynnefield Capital, Inc. • Fondren Management LP • Privet Fund Management LLC

M&A • Sale of company or other strategic transaction • Spin-off or sale of divisions or assets • Activism against M&A transactions

Balance Sheet • Share buyback program • Special dividend

Operational • Change in management • Eliminate business lines or products • Pursue new business strategies • Pursue cost-cutting measures

Corporate • Change board composition Governance • Separate chairman/CEO roles • Shareholder rights/takeover defenses • Reform executive and/or director compensation • Related party transactions

10 The Current Activism Landscape Recent Trends: Shareholder Activism 2003 – 2020 YTD

The Tide of Shareholder Activism Keeps Rising

300 280 272 270

247 250 241 228 231 221 209 207 203 197 200 187 181

150 143 133 127

109 105 106 105 99 100 101 97 98 100 92 90 94 84 81 74 78 58 53 50 42

0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Campaigns Proxy Contests

(Source: FactSet as of December 31, 2020, based upon meeting date and excluding plain Schedule 13D filings).

Many Targets are Small or Mid Cap but Large Cap Activism Increases

100% 2.1%

90% 15.5%

80% 37.6%

70%

60% 17.9% 50%

40% 82.5%

30%

20% 44.4%

10%

0% Activism Campaigns Proxy Contests

< $1 billion $1-10 billion > $10 billion

(Source: FactSet as of December 31, 2020, based upon meeting date and excluding plain Schedule 13D filings).

About Two-Thirds of the Proxy Contests are for Short Slates

2019 2020

Board Board Oppose Control 26% Control 23% Management Proposal 3% Oppose Management Vote/Activism Proposal 22% Against a Board Merger 6% Representation Vote for a Board Representation 64% Stockholder 50% Proposal 2% Vote for a Stockholder Other 2% Proposal 2%

(Source: FactSet as of December 31, 2020, based upon proxy contests by primary campaign type).

ISS Has Recently Become More Activist-Friendly

6% 3% 6% 3% 8% 7% 16% 13% 12%

44% 32% 45% 38% 54% 59% 44% 47% 52%

61% 53% 54% 48% 44% 40% 38% 41% 32%

2012 2013 2014 2015 2016 2017 2018 2019 2020

For Dissident For Incumbent Split

(Source: FactSet as of December 31, 2020, based upon meeting date and proxy contests only).

Glass Lewis Has Been More Board-Friendly

5% 8% 18%

48% 52% 48% 62% 65% 69% 79% 76% 53%

52% 44% 48% 35% 38% 29% 31% 19% 21%

2012 2013 2014 2015 2016 2017 2018 2019 2020

For Dissident For Incumbent Split

(Source: FactSet as of December 31, 2020, based upon meeting date and proxy contests only).

Many Proxy Fights Don’t Go the Distance

2019 2020

Pending Split 1.0% Withdrawn Pending Withdrawn 8.2% 15.5% 12.4% 15.3%

Went to a Vote Settled 38.8% Went to a Settled 35.1% Vote 37.1% 36.7%

(Source: FactSet as of December 31, 2020, based upon meeting date and proxy contests only).

Routine Adoptions and Preservation of NOLs Are the Two Most Common Reasons to Adopt a Rights Plan in 2020 YTD

Unsolicited Offer 3%

NOL Preservation Routine* 25% 51%

Activist Protect Friendly Merger Investor 1% 14% Other 6%

*Note: Routine adoptions include market volatility rights plans adopted as a result of the extreme market disruptions from COVID-19 and related market imbalances. (Source: Deal Point Data as of December 31, 2020).

Rights Plans Adopted by U.S. Entities per Year 120 110 100 105 90 80 70 60 59 50 50 40 41 39 38 30 35 34 35 30 30 27 20 26 26 26 10 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

(Source: Deal Point Data as of December 31, 2020).

19 Campaign Stages Value Creation Opportunities for Activists Signs of Potential “Opportunity”

• Persistent TSR underperformance

• Company is unloved by the market

Company Sub- Operational, – Lack of active “stock pickers” in Optimally Configured Managerial and the ownership list – a stock that Strategy • Company Is too small to Underperformance only an index fund can love! be a standalone public company; should sell a • Operations are poorly – Poor annual meeting results division; or would be an run; under-qualified attractive target for management team; private equity or strategic wrong strategy to exploit – Tepid sellside analyst reports industry participants the assets; or poor capital allocation • Board appears inattentive

– Excessive executive compensation relative to performance Capital Structure Sub- Optimization – Board composition inert or misfit • Lack of alignment between • Target company is over-equitized; interests of management / Board over-taxed; over-levered or not returning capital to shareholder at and shareholders all or optimally

Stakebuilding Engagement Proxy Contest •Accumulate Stake •Private Engagement •Proxy Contest •Derivatives •Private letters •Short slate vs. full slate •Acting in concert (“wolf pack”) •Meetings with executives and •Annual meeting vs. special •Disclose Stake board members meeting vs. consent solicitation •Hart-Scott-Rodino notification •Contact individual directors •Rule 14a-8 shareholder proposals •Form 13F filings •Public Engagement •Withhold the Vote •Schedule 13D/G filings •“White Papers” •Majority voting •Public letters •Plurality voting with resignation •Press releases policy •Public statements •Questions on investor calls

120 to 90 Days • Notice of 45 to 40 Days 14 to 7 Days nomination of • File definitive 31 to 24 Days • ISS and Glass opposing proxy • Press Lewis reports director slate statement release • Issue press 5 to 2 Days • Demand for • Issue and mail • Main 3rd releases in • Press Release shareholder list 1st fight letter fight letter response • Final fight letter

75 to 60 Days 38 to 32 Days 21 to 14 Days 10 to 7 Days Day 0 • File preliminary • Press release • ISS/Glass • Press release • Annual proxy • Mail 2nd fight Lewis • Mail 5th fight shareholder statement (10 letter meetings letter meeting day SEC • Press release review period; • Mail 4th fight multiple rounds letter if possible)

Campaign • Meetings with major shareholders • Telephone campaign • Media Interviews

• Against the Activist − 13D litigation (illegal group formation, etc…) − 14A (proxy rule violations, material misstatements/omissions, etc…) − Invalid company nominations − Special situations • Breach of contract • Industry regulation • Business torts • Against the Company/Board − Compel shareholder meeting − Dismantle structural defenses − Reverse board actions − Books and records demand/litigation • Regulatory − “Bed bug” letters to the SEC − Regulatory intervention highly unlikely

Unsolicited Acquirer

Least Aggressive Most Aggressive

Undisclosed Privately Approach Bear Hug Open Market Proxy Contest Tender Offer Other Pressure Tactics Management / Board Letter Accumulation

▪ Purpose may be to ▪ “Friendly” approach to ▪ Bear Hug — a written ▪ Aimed at obtaining ▪ May (and often does) ▪ Privately approach other assemble a sizable CEO or a director (may offer with specific price, control by seeking to follow a bear hug or shareholders to build position without paying use intermediary) sometimes with intent replace existing other rebuffed approach support or dissent (mindful a premium ▪ Could be interim step to disclose and put directors with dissident ▪ Offer made directly to of 13D rules) in ▪ Provides base from to test interest / resolve Target “in play” slate shareholders, usually at conjunction with less aggressive/early tactics which to launch an ▪ If target engages, ▪ Public disclosure of ▪ Can be conducted a market premium unsolicited approach almost always will bear hug letter and alone or in conjunction ▪ Cash tender offer can ▪ Shareholder proposals on ▪ May coordinate require an investor “fight” decks with tender offer close in as little as 20 governance purchases with other NDA/standstill and regarding the merits of (combined with tender business days (absent ▪ Shareholder derivative investors as part of a increase to offer the offer to sway offer, goal is to change regulatory delay), but all- litigation shareholder sentiment Board, remove “wolf pack” approach ▪ Teddy Bear Hug — a stock transaction is more ▪ Pressure regarding other ▪ Potential PR campaign takeover defenses and complex and time- ▪ Potential to put written proposal to the allow tender offer to issues: Corporation “in play” Board stating interest in regarding further intensive developments close - highly • Significant share when party goes public an acquisition or other contingent process) ▪ Target files Schedule buyback with its campaign transaction but usually ▪ When a situation 14D-9 providing Target without a specific price becomes public, this ▪ With a classified board, Board’s recommendation • Special dividends / ▪ Acquirer must be not a viable tactic to leveraged mindful of various and not intended to is typically where the ▪ Target can put a be public bulk of the game is obtaining actual board recapitalization rules that could control without at least shareholders rights plan played • Restructuring / Spin-off trigger disclosure or ▪ Target, in most 2 annual meetings, but in place and effectively prohibit further circumstances, has insurgent directors on block a takeover by way ▪ Threaten or file litigation acquisitions, as well no obligation to Board can change of tender offer as methods of publicly disclose a dynamic acquisitions private approach

25 Advance Preparation Activism and Hostile Takeover Response Team

A Strong Defense Requires a Multi-Disciplinary Team

Law Firm •Co-leads the defense, Proxy Solicitor advises on strategy, develops legal defenses, •Identifies the shareholders, briefs the board on develops vote models, fiduciary duties, ensures sets up investor meetings, compliance with the federal organizes meetings with securities laws and state proxy advisory firms, runs corporate law, reviews all the proxy solicitation communications, drafts all process, and tracks the proxy materials, and flow of proxies and votes handles any litigation Investment Bank / Public Relations Boutique Advisory Firm Firm •Drafts press releases, •Leads the defense and “fight” letters, fight deck assists with the target’s and other campaign response to the activist’s communications, and data and the development works with the media of the campaign platform, strategy and tactics

• Financial Self-Evaluation: With the assistance of outside advisors, evaluate the strategy and performance of the company like an activist (see slide 31 for more detail) • Corporate Governance Analysis: Analyze the company’s corporate governance from an activist campaign standpoint (board composition & practices, compensation, shareholder rights, related party transactions, etc.) (see slide 32 for more detail) • Structural Defenses: Ask special proxy fight counsel to review the company’s charter and bylaws to assess legal strengths and weaknesses; prepare an up-to-date, fully drafted and negotiated “shelf” poison pill to enable the Board to react quickly in the event an activist attacks (see slide 33-36 for more detail) • Stock Surveillance: Retain a stock watch service to monitor trading in the company’s stock to receive advance notice in the event an activist builds a stake (see slide 37 for more detail) • Investor Relations: Screen meeting/call requests for activists; conduct perception surveys; prepare “off the shelf” press releases and statements (see slide 39 for more detail) • Boot Camp: Walk board and management team through a “mock proxy fight” to familiarize them with the risk and issues related to activism

1. Shareholder Rights Plan (a/k/a “Poison Pill”) Ready for Immediate Adoption − Oftentimes, poison pills must be adopted overnight. Delay can result in a hostile bidder buying control or control-like stakes without paying an appropriate premium to all shareholders, potentially creating harmful negotiating leverage over the company. − Well-prepared boards have poison pill documentation (e.g. rights agreement and applicable securities filings) drafted and pre-negotiated with counterparties many months/years in advance of a “live” threat. This advance preparation permits a board to implement a poison pill without any delay, if needed. − Board should be trained on a “clear day” on how poison pills work and related duties. 2. Be Prepared to Meet Frequently and on Short Notice − Responding to unsolicited bids consumes a lot of board and management time. − Consider whether proactive bylaw and other governance policy amendments are necessary to facilitate board meetings and actions in a fast-paced setting.

3. "Break the Glass in Case of Emergency" Communications Strategy − The board and management should convey to the market that the company was not caught off-guard. − A comprehensive communications plan includes standing press releases, media statements and talking points for inquiries from shareholders and other constituencies for an array of threats to corporate control. 4. Assemble Advisory Team Well in Advance − Engagements should be in place with a team of advisors in order to respond deliberately and promptly. − Typical hostile bid defense advisory teams include an investment bank, law firm, investor relations/crisis communications firm and proxy solicitor. 5. Notify D&O Insurance Carrier − Prompt notice to D&O carrier should be given. − Many boards overlook deductible-free coverage often available to offset expenses in responding to unsolicited bids and books and records demands. − Unsolicited bids can also lead to litigation that is often covered under D&O policies, subject to a deductible.

Advance Preparation – A Deeper Dive

30 Advance Preparation A single area of vulnerability is rarely enough to draw activist attention. Rather, activists are screening for a confluence of criteria, with lagging share price performance facilitating an activist entry Select Screening at an attractive price. Criteria of Activists

Relative Performance Relative TSR (1, 3, 5- Operational Trading During CEO year) Metrics Performance Multiples Tenure

Asset Spin-off / Spin- Potential Break-up Sale of Monetization Merge Opportunities Company Transactions Opportunities Opportunities

Capital Leverage Level Cash Dividend Share Structure / / Potential for Accumulated Payout and Repurchase Levered on Balance Return of Yield Activity Capital Recapitalization Sheet

Unstable Diffuse Shareholder Key Investor Shareholder Activist in Stock Shareholder Sell Downs Base Base Base

History of Low Corporate Compensation / Corporate Long Tenured Activism / Governance Say-on-Pay Directors Shareholder Governance Score Votes Proposals

Identify potential vulnerabilities in an activist campaign

Anticipate likely areas of criticism from the proxy advisory firms (ISS, Glass Lewis and Egan-Jones) and corporate governance-focused investors

Analyze Corporate Governance Practice from an Activism Standpoint

Confidential & Proprietary ©2021 Vinson & Elkins LLP velaw.com 32 The consideration of defensive measures Analyze & Improve needs to balance tactical benefits against the possible perception of Structural Defenses these measures as • It is important to review the company’s existing structural defenses to entrenchment devices shareholder activism by courts, proxy • Every company should have an up-to-date, fully drafted and negotiated “shelf” advisory firms (ISS and poison pill to enable the Board to react quickly in the event an activist attacks and retain a stock watch firm to monitor trading in its stock Glass Lewis), investors • The board should consider unilateral bylaw amendments to gain tactical and the media advantages in any confrontation

• Multi-class capital structure • Board’s power to postpone shareholder • Classified board meetings • Restrict shareholder action by written • Chairman’s power to adjourn shareholder consent meetings • Restrict shareholder right to call special • Chairman’s power to control conduct at shareholder meetings meetings • Advance notice requirements • Plurality voting vs. majority voting • Board’s power to amend bylaws • No cumulative voting • Supermajority vote to amend bylaws • Blank check preferred stock • Supermajority vote to remove directors • Exclusive forum provision • Proxy put in debt instruments and other • Require “cause” for removal of directors agreements • Board’s exclusive power to change the board size • Board’s exclusive power to fill director vacancies

D e f e n s e Description Effectiveness in Activism Context (Large/Small C a p )

Requires shareholders who intend to nominate directors or submit shareholder proposals to Advance Notice Bylaws submit a notice by a deadline in advance of shareholder meetings

Allows shareholders (other than the insurgent) to acquire shares at a deep discount, which results Poison Pill in significant voting dilution and economic loss to an insurgent who acquires shares in excess of a specified threshold A board structure comprised of directors that have different overlapping, multi-year terms so that Classified Board not all of the directors' terms expire in the same year Restrictions on Shareholders may not act by written consent at all, unless all shareholders agree or must hold a Shareholder Action by specified percentage of outstanding shares in order to request an action by written consent Written Consent / Restrictions on Shareholders may not call special meetings or must hold a specified percentage of outstanding Shareholder Right to Call shares in order to request a special meeting Special Meetings / Restrictions on Director Shareholders may remove directors only for cause and/or by supermajority vote Removal / Any vacancy on the Board (including vacancies resulting from an increase in the size of the Filling Board Vacancies Board) may be filled only by the Board / Supermajority Vote for An amendment to the bylaws by the shareholders requires a supermajority vote Bylaw Amendments /

Majority vs. Plurality Majority voting: a nominee is elected if he/she receives a majority of the votes cast. Plurality Voting in Elections voting: a nominee is elected if he/she receives the most votes compared to other candidates

Prohibition on Cumulative Shareholders vote their shares for the entire slate of directors – they cannot selectively allocate Voting shares toward one or more candidates

Strengths Weaknesses • Classified board † • No active or “shelf” poison pill • Stockholder action by written consent explicitly denied † • Advance notice provision for director nominations and • Stockholders do not have the right to call special meetings † stockholder proposals lacks certain state-of-the-art provisions • Supermajority vote requirement (75% of outstanding shares) for • Board does not have explicit authority to postpone a stockholder stockholders to amend certain charter provisions † meeting • Board can unilaterally amend bylaws by majority vote † • Stockholders may adjourn a stockholder meeting in the absence of quorum, but chairman of the meeting does not have explicit • Supermajority vote requirement (75% of outstanding shares) for authority to adjourn or recess a stockholder meeting where stockholders to amend bylaws (unless Board recommends quorum is present or otherwise such amendment, in which case standard is majority of outstanding shares) † • Bylaws do not specify the powers of the chairman of a stockholder meeting • Stockholders can remove directors only for cause (1) and with a supermajority (75% of outstanding shares) † • No confidentiality obligation that restricts the sharing of confidential information by a stockholder-designated director with • Board can unilaterally change the size of the Board the designating stockholder • All vacancies on the Board may be filled by the remaining • No exclusive forum provision directors † • Plurality voting for director elections (no resignation policy) • No cumulative voting † • Blank check preferred stock † • Section 203 of the Delaware General Corporate Law applies

------(1) Mandatory Delaware law for companies without a classified board † Any change would require a charter amendment (i.e. cannot be changed via bylaw amendment)

Inside Ownership: Assured votes for the board and management

Institutional Shareholders: Open to be persuaded by either side, but influenced by proxy advisory firms

Retail Shareholders: Traditionally management-friendly, but typically lower turnout

Hedge Funds & Arbitrageurs: Almost certain to support activists

Regulation Subject Threshold Timing Process Key Loopholes

Schedule 13D “Beneficial ownership” of • 5% 10 days after crossing Filing with the • Use derivatives to avoid “beneficial publicly traded equity • “group” concept threshold SEC ownership” • Informal concerted action to avoid securities “group” classification • Remedies lack teeth

Schedule 13G • Like Schedule 13D • 5% • Passive Investors: 10 Filing with the • Claim initially passive investor • Ordinary course of • 20% cap days after crossing SEC status to accumulate stake and business • “group” concept threshold subsequently switch to Schedule • No intent to change • Qualified Institutional control Investors: 45 days 13D filing • Only certain filers after year end (≤10%) and 10 days after month end (>10%)

Form 13F All holdings of institutional None 45 days after quarter Filing with the • Lengthy delay period investment managers with end SEC • Confidential treatment requests (generally between two months ≥$100 million in any and one year) publicly traded equity securities

Hart-Scott “Beneficial ownership” of $80.8 million Prior to crossing • Filing with • “Investment only” exemption for any equity securities FTC/DOJ ≤10% (but scope narrowed by Rodino Act (market or threshold • Target recent enforcement actions) acquisition price) (HSR) response • Excludes options until physical • Waiting period settlement (early • No “group” concept termination)

• Go on an “off season” road show to meet with large investors and hear about their investment thesis and criticism • Listen to value creation ideas in the investment community • Screen one-on-one meeting requests by new investors for known or potential new activists • Monitor conference call participants and transcript downloads

The importance of investor relations cannot be overstated

Presenter Bios

40 Presenters

Michael Charlson Lawrence Elbaum Matthew Gosling Partner – Shareholder EVP, General Counsel – Partner – Shareholder Activism Litigation & Enforcement Protagonist Therapeutics San Francisco New York [email protected] +1.415.979.6910 +1.212.237.0084 [email protected] [email protected]

Michael Charlson is Co-Chair of V&E’s Lawrence Elbaum is the co-head of V&E’s Matt Gosling is the Executive Vice President and Shareholder Litigation & Enforcement practice. Shareholder Activism practice. He counsels General Counsel of Protagonist Therapeutics. Michael’s practice focus is securities class action, senior management and boards of public Matt has more than 20 years of legal expertise corporate governance and shareholder derivative companies with respect to shareholder activism advising Bay Area life sciences and litigation and related counseling, and he also campaigns and complex corporate governance pharmaceutical companies. Prior to Protagonist, handles complex litigation matters across a range matters, including advising clients concerning Mr. Gosling served as General Counsel of of substantive areas. Michael provides litigation proxy fights, merger contests, consent Depomed, a commercial stage specialty and D&O insurance support for the shareholder solicitations, “Withhold the Vote” or “Vote No” pharmaceutical company, for 12 years. Prior to activism practice and has also represented campaigns, precatory proposals and short Depomed, he was a partner in the global law firm companies and individuals before the Securities attacks. Over the course of Lawrence’s of Heller Ehrman, where his practice focused on and Exchange Commission, including SEC leadership of the Shareholder Activism practice in general corporate, securities, M&A and investigations and enforcement proceedings the last five years, the team has defended over collaboration matters for public life science involving allegations of insider trading (including 130 activism situations and been ranked the top companies. tipper and tippee allegations), improper firm for shareholder activism defense for accounting, inadequate disclosure, improper company and board representation by Refinitiv, supervision and books-and-records violations. Activist Insight, and FactSet.

Austin Dallas Dubai Hong Kong Houston London T +1.512.542.8400 T +1.214.220.7700 T +971.4.330.1800 T +852.3658.6400 T +1.713.758.2222 T +44.20.7065.6000

New York Richmond Riyadh San Francisco Tokyo Washington T +1.212.237.0000 T +1.804.327.6300 T +966.11.250.0800 T +1.415.979.6900 T +81.3.3282.0450 T +1.202.639.6500