Securities Law Alert
In This Edition:• Second Circuit: Factual Issues Remain as to Whether a Hedge Fund Is a Beneficial Owner
That Must Disgorge Short-Swing Profits• District of Colorado: Complex, Technical and Not Obvious Tax-Accounting Error Failed toCreate a Strong Inference of Scienter• Delaware Supreme Court: Plaintiff Need Not Explain Strategy in Section 220 Document
DemandJanuary 2021

Second Circuit: Factual Issues
Remain as to Whether a
Hedge Fund Is a Beneficial
Owner That Must Disgorge
Short-Swing Profits

Simpson Thacher’s“[d]ominant securities
litigation group . . . isrecognized for its representationof leading financial institutions
and blue-chip corporations in
big-ticket dispute work.”–Chambers USA

On November 23, 2020, the Second Circuit
vacated a grant of summary judgment against
a hedge fund and remanded, concludingthat factual issues remained as to whether
the hedge fund was the beneficial owner ofmore than 10% of a retail company’s sharessuch that it must disgorge short-swing profits
under section 16(b) of the Securities Exchange
Act of 1934, 15 U.S.C. § 78p(b). Packer v.
Raging Cap. Mgmt., 981 F.3d 148 (2d Cir.
2020) (Newman, J.). Defendants claimed thatthe hedge fund was not the beneficial ownerby virtue of an agreement in which the hedge
fund delegated to its registered investment
advisor investment and voting authority forthe shares. In its opinion, the Second Circuit
rejected each of the district court’s reasons forruling that the delegation was not effective.

Background
The hedge fund at the center of this case is thecustomer of a registered investment advisor,
Simpson Thacher & Bartlett LLP

Raging Capital Management (“RCM”).
Investments from the public were funneledto the hedge fund by two feeder funds. The
relationship between the hedge fund, RCM
and the two feeder funds was governed by aninvestment management agreement (“IMA”),
which Defendant William Martin signed
on behalf of all four parties. Martin holds
positions in RCM, the hedge fund and one of
the feeder funds, and has an indirect role withthe other feeder fund.

Litigation Commences
In 2015, plaintiff brought a derivative lawsuit
on behalf of a retail company against RCM,
the hedge fund, and Martin, “to obtaindisgorgement of profits resulting from ashort-swing sale of [the retail company’s]
stock.” Initially, the complaint “allegedthat the three defendants were a groupfor purposes of determining beneficial
ownership and that the group had beneficial
ownership of more than ten percent of [theretail company’s] Class A common stock.”
However, discovery showed that the hedge
fund held more than 10% of the outstanding
shares during the relevant trading period.
The district court granted plaintiff’s motion
for summary judgment and ordered thehedge fund to disgorge nearly $5 million in
short-swing profits for violating section 16(b).
Defendants appealed.

Beneficial Ownership Under
Section 16(b)The Second Circuit began its discussion bystating that section 16(b) of the Exchange Act“requires a ‘beneficial owner’ of more thanten percent of a company’s shares to disgorge
profits obtained from a short-swing sale.”
Under the relevant rules, “a beneficial ownerof a security includes any person who . . . hasor shares: (1) Voting power which includes thepower to vote, or to direct the voting of, suchsecurity; and/or (2) Investment power which
includes the power to dispose, or direct thedisposition, of such security.” Additionally,“a person is deemed to be a beneficial ownerof a security if that person has the right toacquire beneficial ownership of such security
within sixty days.” However, as is relevant tothis case, the SEC has also advised “that if asecurity holder has delegated all authority tovote and dispose of its stock to an investment
advisor and lacks the right under the contract
to rescind the authority granted . . . within
60 days, the security holder does not need toreport beneficial ownership of the securities.”
Defendants sought to avoid the hedge fund’s
beneficial ownership by virtue of the IMA
through which the hedge fund delegated to
RCM investment and voting authority forthe shares. The district court ruled that thedelegation was not effective. The Second
Circuit vacated the grant of summary
judgment, rejecting each of the district court’s
three reasons for ruling that the delegation
was not effective.

Rejecting Delegation on the Basisof an Intertwined Relationship
Impermissibly Extends
Section 16(b)As to the district court’s first reason, theSecond Circuit set forth what it termed“basic principles concerning section 16(b)[,]”
explaining that section 16(b) “imposes a formof strict liability,” and is a remedy whichshould be “applied narrowly.” The court thenstated that it would “not be consistent withthese principles” to accept the district court’s
reason for concluding that delegation failed
because of “the intertwined relationshipof these parties[.]” The Second Circuit

concluded that “using generalized wording
such as ‘intertwined’ or ‘not unaffiliated’ tobring a person within the coverage of Rule
13d-3(a) would extend the reach of section
16(b) beyond the text of both the statute andthe rule.”

Acting as a Customer’s Agent for
One Purpose Does Not Make an
Investment Advisor an Agent for
All Purposes
The district court based its second reason forrejecting the delegation on Second Circuit
precedent that included Analytical Surveys
v. Tonga Partners, 684 F.3d 46 (2d Cir.
2012), where as “a result of these state-lawbased agency relationships, both the limited
partnership and the limited partner’s agent
were liable for a violation of section 16(b) by
the managing member of the general partner.”
However, the Second Circuit stated that in the“pending case, there is no comparable statelaw-based agency relationship between [thehedge fund] and RCM. They are both distinct
corporations, and the [d]istrict [c]ourt did not
rule that the corporate veil could be pierced.”
The Second Circuit pointed out that “making
an investment advisor a customer’s agent
for the specified purpose of carrying out theadvisor’s traditional functions for a customer
does not make the advisor an agent for all
purposes.” Further, the court stated that“[n]either Tonga nor Huppe, nor anythingin SEC statutes, rules, or guidance, supports
such a result.”

Signing Authority Is Not Necessarily
Authority to Amend or Terminate
The district court’s third reason for rejecting
delegation was its view that Martin had
the power to amend the IMA, allowing him
to eliminate the notice requirement in the
IMA’s termination provision, ending thedelegation within 60 days of acquiring shares2

which would trigger application of section
16(b). The Second Circuit explained thatthe district court “based its view of Martin’s
authority to amend the IMA on the fact that
he had signed it on behalf of all four parties
to the agreement.” The Second Circuit
quickly dispatched this reasoning statingthat “[a]uthority for an individual to sign adocument on behalf of an entity, however,does not necessarily carry with it authority tocommit those entities to making changes in,or terminating, that document.”
The Second Circuit stated that it was “notclear at this point” whether Martin could
amend the IMA on behalf of the hedge fundand the feeder funds. The Second Circuit heldthat the district court “could not, on a motion
for summary judgment, determine that
Martin could alter the IMA on behalf of all
four entities with strokes of a pen.” The court
continued that “[i]t remains to be determined
as a factual matter whether, under all the
relevant circumstances, Martin is in controlof [the hedge fund] and the feeder fundswith authority to commit these entities toaltering or terminating the IMA.” The court
explained that whether such a “determination
can be made on a renewed motion forsummary judgment, after the record has been
expanded, or will require a trial is a matter
initially for the [d]istrict [c]ourt on remand.”District of Colorado: Complex,
Technical and Not Obvious
Tax-Accounting Error Failed
to Create a Strong Inference of
ScienterOn December 2, 2020, the District ofColorado dismissed with prejudice securities
fraud claims against Molson Coors Beverage
Company and certain of its officers anddirectors, which alleged that defendants
knowingly or recklessly misstated Molson’s
financial statements in the wake of Molson’s
announcement that it had made a taxaccounting error causing it to significantly
understate its tax liabilities. In re Molson
Coors Beverage Sec. Litig., No. 1:19-cv-00455(D. Colo. 2020) (Ebel, J.). The court explainedthat “[a]t bottom, [plaintiffs’] argument is thatthe existence of a $400 million accounting
error in a critical corporate acquisition is too
meaty not to be the result of fraud.” Under

these circumstances, the court stated that it“would only find a strong inference of scienter
if the error was so obvious that it would be
absurd to conclude that [d]efendants did
not know about it.” Instead, the court found“that the tax-accounting error was technicaland non-obvious.”

BackgroundIn 2019, Molson filed a Form 8-K announcingthat it had made a tax-accounting error
in connection with a 2016 acquisition(the “Restatement”). Specifically, Molson
announced that its “consolidated financial
statements for 2016 and 2017 should berestated and should no longer be relied
upon[.]” The error caused Molson tounderstate its deferred tax liabilities in its
2016 and 2017 financial statements by nearly$400 million. After the announcement,
Molson’s share price fell by 9%. Subsequently,
plaintiff stockholders commenced a securities
fraud class action alleging that various
Molson officers and directors knowingly
or recklessly misstated Molson’s financial
statements in order to inflate share prices.
Plaintiffs claimed that they were injured
due to Molson’s false financial statements,
because they purchased stock “at artificiallyinflated levels and were damaged when thetruth was revealed” and Molson’s stock pricesubsequently declined. Defendants moved
to dismiss, arguing that plaintiffs failed
adequately to plead scienter.

Strong Inference of Scienter Not
Created by Complex, Technical and
Non-Obvious Error
The court began its analysis “by addressing
each allegation of scienter or its absence,
reviewing the merits of each.” Plaintiffs
alleged scienter based on Molson’s erroneous
financial statements alone. However, citing3

In re Sun Healthcare Securities Litigation,
181 F. Supp. 2d 1283 (D.N.M. 2002), thecourt stated that “the mere existence ofan error warranting restatement does notnecessarily reflect on the scienter behindthat error.” Further citing Sun Healthcare,the court quoted “[t]o hold otherwise would
subject every financial restatement toliability.” The court explained that “[w]hether
the Restatement and the underlying taxaccounting error imply scienter depends on
what exactly the error entailed.” The court
continued that “[h]ere, as described in the2018 Form 10-K, the error was Molson’s
failure to reconcile[] its outside basis for its
investment in the partnership to the booktax differences in the underlying assets andliabilities within the partnership.”In response to plaintiffs’ claim that it
was an “Accounting 101 text book type ofreconciliation” such that “the error was
intentional or deliberately reckless[,]” thecourt evaluated the complexity of the error.
The court stated that “[t]o determine thecomplexity of the error, the [c]ourt looks
to Molson’s Form 10-K for its descriptionof the error[.]” The court then announced
that it “agrees with [d]efendants that thisinvolves a technical tax-accounting error[.]”The court then stated “[t]hat the error was
indeed complex, technical, and not obvious
is confirmed by the fact that [Molson’s
independent accounting firm] conductedannual audits of Molson’s financial reportingfor both 2016 and 2017 and failed to identify
the error.” Further, that Molson’s accounting
firm “failed to identify the error until the
Restatement strongly suggests that it was
not a simple and obvious error indicative of
scienter.” The court further found “that the[accounting firm] audits do not categoricallyinsulate [d]efendants from liability, but they
do weigh against an inference of scienter.”
Additionally, the court found “that the
Restatement error itself does not lend to astrong inference of scienter and that [theaccounting firm’s] involvement weighs against
an inference of scienter.”
Plaintiffs additionally argued that a numberof other allegations supported scienter,
including the magnitude of the error,
weakness in Molson’s internal controls overfinancial reporting, and defendants’ motive,
among others. The court analyzed eachallegation under existing precedent, findingthat they did little to support an inference of
scienter.

Holistic Analysis of Allegations
Gives Rise to Only a Weak Inferenceof Scienter
Beginning its holistic analysis, the court
explained that it must “consider these
allegations together and decide if a reasonable
person would deem the inference of scientercogent and at least as compelling as any
opposing inference one could draw fromthe facts alleged.” The court noted that“[p]laintiffs’ inference of scienter relies
primarily on the mere existence of a $400
million tax liability understatement in
Molson’s financial statements relating toa critical, costly acquisition.” The court“conclude[d] that, considering [p]laintiffs’
allegations together, they give rise to only aweak inference of scienter.” The court also“conclude[d] that [p]laintiffs have failed
adequately to plead scienter, forestalling theirclaims under § 10(b) and Rule 10b–5.” Thecourt dismissed the complaint in its entirety
with prejudice.

Delaware Supreme Court:
Plaintiff Need Not Explain
Strategy in Section 220
Document Demand
On December 10, 2020, the Delaware
Supreme Court held that when a Section
220 books and records inspection demandstates a proper investigatory purpose it need
not identify the particular course of action
the stockholder will take if the books andrecords confirm the stockholder’s suspicionof wrongdoing. AmerisourceBergen v. Leb.
Cnty. Emps.’ Ret. Fund, 2020 WL 7266362(Del. 2020) (Traynor, J.). The court further
held that, although the actionability of4

wrongdoing can be a relevant factor toconsider when assessing the legitimacy of astockholder’s stated purpose, an investigatingstockholder is not required in all cases
to establish that the wrongdoing underinvestigation is actionable.

Background
Defendant AmerisourceBergen is one of
the largest opioid distributors in the UnitedStates. Federal regulations require opioid
distributors to take steps to maintaineffective controls and reporting systems
to make certain that drug shipments staywithin “legitimate medical, scientific,
and industrial channels.” Since 2012,
AmerisourceBergen has been subject to anumber of government investigations andlawsuits relating to its opioid practices. In
2019, plaintiff stockholders served a demand
under Section 220 of the Delaware General
Corporation Law on AmerisourceBergenthat requested inspection of board materials“related to AmerisourceBergen’s operations
and its potential involvement in the opioid
crisis.” The demand listed four investigatory
purposes: (i) to investigate possible breachesof fiduciary duty, mismanagement, and otherviolations of law by AmerisourceBergen’s
directors and its management in connection
with its distribution of opioid medications;(ii) to consider any remedies with respect tothe aforementioned conduct; (iii) to evaluate
director independence and disinterestedness;and (iv) to use the information obtained
to evaluate possible litigation or othercorrective measures.
AmerisourceBergen rejected the demand,claiming that it “did not state a proper
purpose and that, even if [p]laintiffs’ purpose
were proper, the scope of the inspection was
overbroad.” Plaintiffs subsequently filed
an action in the Court of Chancery, seeking
to compel production of the requested
documents.
In its memorandum opinion, the Courtof Chancery found that plaintiffs had
demonstrated a proper purpose sufficient
to warrant the inspection of formal board
materials. The Court of Chancery further
found that plaintiffs “had establisheda credible basis, through strong
circumstantial evidence, to suspect that
AmerisourceBergen’s situation did not
result from any ordinary business decision

that, in hindsight, simply turned out poorly,
but instead may have been the product of[its] violation of positive law.” The Court ofChancery also rejected AmerisourceBergen’s
contention that plaintiffs’ sole purpose
was to investigate a potential Caremark
claim, noting that plaintiffs’ demand“reserved the ability to consider all coursesof action that their investigation might
warrant pursuing.” The Court of Chancery
additionally rejected AmerisourceBergen’s
contention that plaintiffs were required toshow that the wrongdoing they sought toinvestigate was “actionable” wrongdoing.
AmerisourceBergen moved for, and the
Court of Chancery granted, certification of aninterlocutory appeal.

On appeal, AmerisourceBergen argued
that the lower court erroneously foundthat plaintiffs had stated “a proper purpose
and need not identify the objectives of
the investigation.” AmerisourceBergenalso asserted that the court erroneously
determined that plaintiffs “had establisheda credible basis from which the court
could suspect wrongdoing and that suchwrongdoing need not be actionable.”

Plaintiff Need Not Specify theEnds to Which It Might Use Books
and Records
The court began its analysis by noting that
Section 220 provides that stockholders
who seek to inspect a corporation’s books
and records must establish that they havea “proper purpose for the inspection”
and that a proper purpose is a “purpose
reasonably related to such person’s interest
as a stockholder.” The court cautionedthat “a stockholder seeking to investigate
wrongdoing must show, by a preponderanceof the evidence, a credible basis fromwhich the court can infer there is possible
mismanagement as would warrant further
5

investigation.” The court further explainedthat a “stockholder need not show that
corporate wrongdoing or mismanagement
has occurred in fact, but rather the thresholdmay be satisfied by a credible showing . . . that
there are legitimate issues of wrongdoing.”

actual purpose.” Further, the court explainedthat “when assessing the propriety of astockholder’s purpose,” the court can imply“what the stockholders’ intended use of thebooks and records will be.”Agreeing with the Court of Chancery, thecourt “reject[ed] AmerisourceBergen’s
characterization of [p]laintiffs’ [d]emand
as solely limited to pursuing derivative
litigation.” The court held that “when the
purpose of an inspection of books and records
under Section 220 is to investigate corporate
wrongdoing, the stockholder seeking
inspection is not required to specify the ends
to which it might use the books and records.”

Credible Basis Test Reaffirmed,
Plaintiff Need Not Show Alleged
Wrongdoing Is Actionable

AmerisourceBergen contended that unlessthe objectives of the investigation “areexplicitly disclosed in the stockholder’sdemand, the corporation will be impaired,
if not entirely thwarted in its efforts toevaluate the propriety of the demand’s
purpose without resorting to litigation.” Thecourt distinguished AmerisourceBergen’s
reliance on Northwest Industries v. B.F.
Goodrich, 260 A.2d 428 (Del. 1969), which
involved a stockholder’s request to inspect
the company’s list of stockholders. The court
stated that “a request to inspect a list of
stockholders is fundamentally different thana request to inspect books and records infurtherance of an investigation of corporate
wrongdoing.” The court explained that“[a] corporation cannot discern whether
the inspection of its list of stockholders forthe purpose of communicating with otherstockholders is related to the stockholder’sinterest as a stockholder without adisclosure of the substance of the intended
communication.” The court stated that“[b]y contrast, corporate wrongdoing is,as the Court of Chancery noted, in and of
itself a legitimate matter of concern that isreasonably related to a stockholder’s interest
as a stockholder.”The court further held that when astockholder can present a credible basis fromwhich a court can infer possible wrongdoingor mismanagement, a stockholder’s purpose
will be deemed proper under Delaware
law. However, the court cautioned that “acorporation may challenge the bona fides ofa stockholder’s stated purpose and present
evidence from which the court can infer thatthe stockholder’s stated purpose is not its

AmerisourceBergen additionally argued thatmerits-based attacks on the lawsuit thatit expected plaintiffs to file someday were
justified because plaintiffs “must establishthat the wrongdoing they seek to investigate isactionable wrongdoing.” AmerisourceBergenasserted that plaintiffs’ claims were notactionable because they were legally barred by
a Section 102(b)(7) exculpatory provision andby laches. The court held that it agreed with
the Court of Chancery’s grounds for rejecting
AmerisourceBergen’s argument.
The court explained that “the Court ofChancery’s determination that [p]laintiffs
contemplated purposes other thanlitigation is supported by a fair reading of
the [d]emand.” The court then announced
that “[w]e need go no further than that todispose of AmerisourceBergen’s ‘actionability’argument.” Nevertheless, the court seized
the opportunity “to dispel the notionthat a stockholder who demonstrates acredible basis from which the court caninfer wrongdoing or mismanagement
must demonstrate that the wrongdoingor mismanagement is actionable.” Thecourt explained that “[i]f litigation is
the stockholder’s sole objective but aninsurmountable procedural obstacle
unrelated to the suspected corporate
wrongdoing bars the stockholder’s path,it cannot be said the stockholder’s statedpurpose is its actual purpose.” The court
continued that “[g]iven the obvious futility of
the litigation the stockholder claims to havein mind, the investigation can only be seen as
assuaging the stockholder’s idle curiosity or afishing expedition.”
The court stated that “[a]s the Court ofChancery has noted, a Section 220 proceeding
is not the time for a merits assessmentof Plaintiffs’ potential claims against [thecorporation’s] fiduciaries.” The court thenheld that “[w]e therefore reaffirm the‘credible basis’ test as the standard by whichinvestigative inspections under Section
6

220 are to be judged.” The court held that“[t]o obtain books and records, a stockholder
must show, by a preponderance of theevidence, a credible basis from which the
Court of Chancery can infer there is possible
mismanagement or wrongdoing warranting
further investigation.” The court further heldthat a “stockholder need not demonstrate thatthe alleged mismanagement or wrongdoing isactionable.”
The court noted that a court may be justified
in denying inspection in “the rare case inwhich the stockholder’s sole reason forinvestigating mismanagement or wrongdoing
is to pursue litigation and a purely procedural
obstacle, such as standing or the statute oflimitations, stands in the stockholder’s way
such that the court can determine, without
adjudicating merits-based defenses, that the
anticipated litigation will be dead on arrival,”
but “in all other cases, the court . . . should
defer the consideration of defenses that
do not directly bear on the stockholder’sinspection rights, but only on the likelihoodthat the stockholder might prevail in anotheraction.”This edition of the
Securities Law Alert was edited by
Susannah S. Geltman
sgeltman@stblaw.com / +1-212-455-2762,
Paul C. Gluckow
pgluckow@stblaw.com / +1-212-455-2653,
and Linton Mann III
lmann@stblaw.com /+1-212-455-2654

7

New York

Los Angeles

Brooke E. Cucinella+1-212-455-3070
brooke.cucinella@stblaw.com

Joseph M. McLaughlin+1-212-455-3242
jmclaughlin@stblaw.com

Chet A. Kronenberg+1-310-407-7557
ckronenberg@stblaw.com

Paul C. Curnin+1-212-455-2519
pcurnin@stblaw.com

Lynn K. Neuner+1-212-455-2696
lneuner@stblaw.com

Palo Alto

Stephen M. Cutler+1-212-455-2773
stephen.cutler@stblaw.com

Michael J. Osnato, Jr.
+1-212-455-3252
michael.osnato@stblaw.com

Sarah L. Eichenberger+1-212-455-3712
sarah.eichenberger@stblaw.com

Joshua Polster+1-212-455-2266
joshua.polster@stblaw.com

Michael J. Garvey+1-212-455-7358
mgarvey@stblaw.com

Alan C. Turner+1-212-455-2472
aturner@stblaw.com

Susannah S. Geltman+1-212-455-2762
sgeltman@stblaw.com

Craig S. Waldman+1-212-455-2881
cwaldman@stblaw.com

Paul C. Gluckow+1-212-455-2653
pgluckow@stblaw.com

George S. Wang
+1-212-455-2228
gwang@stblaw.com

Nicholas S. Goldin+1-212-455-3685
ngoldin@stblaw.com

Jonathan K. Youngwood+1-212-455-3539
jyoungwood@stblaw.com

Peter E. Kazanoff+1-212-455-3525
pkazanoff@stblaw.com

David Elbaum
Senior Counsel+1-212-455-2861
david.elbaum@stblaw.com

Joshua A. Levine+1-212-455-7694
jlevine@stblaw.com
Linton Mann III+1-212-455-2654
lmann@stblaw.com

Janet A. Gochman
Senior Counsel+1-212-455-2815
jgochman@stblaw.com

Stephen P. Blake+1-650-251-5153
sblake@stblaw.com
James G. Kreissman+1-650-251-5080
jkreissman@stblaw.com
Simona G. Strauss
Senior Counsel+1-650-251-5203
sstrauss@stblaw.com

Washington, D.C.
Meaghan A. Kelly+1-202-636-5542
mkelly@stblaw.com
Jeffrey H. Knox
+1-202-636-5532
jeffrey.knox@stblaw.com
Cheryl J. Scarboro+1-202-636-5529
cscarboro@stblaw.com

Hong Kong
Adam Goldberg+852-2514-7552
adam.goldberg@stblaw.com

The contents of this publication are for informational purposes only. Neither this publication nor the
lawyers who authored it are rendering legal or other professional advice or opinions on specific facts
or matters, nor does the distribution of this publication to any person constitute the establishment of an
attorney-client relationship. Simpson Thacher & Bartlett LLP assumes no liability in connection withthe use of this publication. Please contact your relationship partner if we can be of assistance regardingthese important developments. The names and office locations of all of our partners, as well as ourrecent memoranda, can be obtained from our website, www.simpsonthacher.com.
8SimpsonThacherWorldwide

UNITED STATESEUROPE

SOUTH AMERICANew York
425 Lexington Avenue
New York, NY 10017+1-212-455-2000

LondonCityPoint
One Ropemaker Street
London EC2Y 9HUEngland+44-(0)20-7275-6500

São Paulo
Av. Presidente Juscelino
Kubitschek, 1455
São Paulo, SP 04543-011
Brazil+55-11-3546-1000

Houston
600 Travis Street, Suite 5400
Houston, TX 77002+1-713-821-5650
Los Angeles
1999 Avenue of the Stars
Los Angeles, CA 90067+1-310-407-7500
Palo Alto
2475 Hanover Street
Palo Alto, CA 94304+1-650-251-5000
Washington, D.C.
900 G Street, NW
Washington, D.C. 20001+1-202-636-5500

ASIA

Beijing
3901 China World Tower A
1 Jian Guo Men Wai Avenue
Beijing 100004
China+86-10-5965-2999
Hong Kong
ICBC Tower
3 Garden Road, Central
Hong Kong+852-2514-7600
Tokyo
Ark Hills Sengokuyama Mori Tower
9-10, Roppongi 1-Chome
Minato-Ku, Tokyo 106-0032
Japan+81-3-5562-6200

9