Image of Harold Primm

Harold Primm

Associate

Email

harold.primm@aoshearman.com

Phone

+81 3 4567 3363

Offices

Tokyo

Links

LinkedIn

V-CARD

Harold’s practice focuses on capital markets transactions, securities law matters, corporate governance and general corporate matters, and cross-border corporate transactions. Harold has significant experience working with public companies, private issuers, underwriters, and selling shareholders on U.S. law in a wide range of transactions, including SEC registered offerings, initial public offerings and follow-on transactions, shelf registrations and shelf takedowns, and Rule 144A/Regulation S placements of both debt and equity.

Prior to joining Shearman & Sterling, Harold practiced New York law as an associate at the Tokyo office of another leading U.S. law firm. Before relocating to Tokyo, Harold worked in the M&A and international tax advisory services group at the Boston office of a Big Four accounting firm.

Expertise

Experience

Representative matters

  • Impact Investment Exchange in its Rule 144A and Regulation S offering of $100 million Women’s Livelihood Bond 6 orange bonds.
  • UBS Securities as adviser to AP Acquisition Corp in connection with a de-SPAC business combination with JEPLAN.
  • Toyota Motor Corporation in a $1.5 billion SEC-registered offering of sustainability bonds.
  • Rakuten Group in its Rule 144A and Regulation S offering of $450 million senior notes.*
  • Rakuten Group in its Rule 144A and Regulation S offering of $500 million senior notes.*
  • Nomura Holdings in its registered shelf take-down of $1.9 billion global TLAC notes.*
  • Nomura Holdings in its registered shelf take-down of $2.5 billion global TLAC notes.*
  • Nomura Holdings in its registered shelf take-down of $3.25 billion global TLAC notes.*
  • Japan Post Holdings in its Rule 144A and Regulation S offering of $7.4 billion global equity.*
  • The initial purchasers, led by Goldman Sachs, Morgan Stanley, Daiwa Capital Markets Europe, BofA Securities, Mizuho Securities, SMBC NIKKO, and Citigroup, in Rakuten Group’s Rule 144A and Regulation S offerings of $1.75 billion multi-tranche undated subordinated hybrid notes and €1 billion undated subordinated hybrid notes.*
  • The initial purchasers, led by Nomura Securities, Mitsubishi UFJ Morgan Stanley Securities, Morgan Stanley MUFG Securities, Mizuho Securities, SMBC NIKKO, Daiwa Securities, SBI Securities, and Rakuten Securities, in WingArc1st’s Regulation S only $154.8 million IPO.*
  • Nippon Steel Corporation in its Rule 144A and Regulation S offering of ¥300.0 billion zero coupon convertible bonds.*
  • The underwriters in Skylark Holdings’ Rule 144A and Regulation S offering of $369.2 million global equity.*
  • Softbank Corp in its Rule 144A and Regulation S offering of $11.8 billion global equity.*
  • The international purchasers in GLP J-REIT’s Rule 144A and Regulation S offering of $534 million global equity.*
  • Nomura Holdings in its registered shelf take-down of $2.5 billion global TLAC notes.*
  • The initial purchasers, led by Morgan Stanley, Goldman Sachs International, Daiwa Capital Markets Europe, SMBC NIKKO, Mizuho Securities, and BofA Securities, in Rakuten’s (predecessor to Rakuten Group) Rule 144A and Regulation S offering of $800 million senior notes.*
  • Sumitomo Pharma with respect to employment law matters related to the reorganization and consolidation of its U.S. subsidiaries.*
  • Nippon Express in its corporate reorganization and Form CB filing.*
  • Mitsui Chemicals in its acquisition of ARRK Corporation and Form CB filing.*
  • J. Front Retailing in its tender offer and acquisition of Parco.*
  • Honda Motor Company, Mitsubishi UFJ Financial Group, Nomura Holdings, Takeda Pharmaceutical Company, and Nippon Express with respect to U.S periodic securities disclosure obligations.*
  • KJR Management and its J-REIT funds, Japan Metropolitan Fund Investment Corporation and Industrial & Infrastructure Fund Investment Corporation, with respect to U.S. securities laws.*
  • Mitsubishi UFJ Financial Group, MUFG Innovation Partners, and Norinchukin Bank with respect to U.S.- financial institutions and banking regulations, including the Bank Holding Company Act and Regulation Y, Dodd–Frank Wall Street Reform and Consumer Protection Act and Volcker Rule, and Rule 10b-5.*

Qualifications

Admissions

Attorney-at-Law, New York

Attorney-at-Law, Massachusetts

Academic

Boston University School of Law J.D.

Boston University School of Law LL.M. in Tax

The University of Texas at Austin B.A.

Languages

English Japanese Spanish
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.