Ryan Last

Ryan provides comprehensive corporate advisory and transactional services to a diverse range of domestic and international clients, including those in the entertainment, financial services, venture capital, private equity, energy, insurance, consumer products, and retail sectors. With a background as vice president at Nomura, he brings a deep understanding of the regulatory landscape, offering clients advice on legal and compliance matters and product development. This includes corporate governance, contractual matters, mergers and acquisitions, capital market transactions, fund formation, SEC filings, and more.

Ryan advises clients on cross-border investigations, enforcement actions, and regulatory compliance concerning economic sanctions, import and export controls, as well as anti-corruption and anti-money laundering laws and regulations.

• Represented a global manufacturer of electronic instruments in the acquisition of the assets of a diversified industrial solutions company serving the aerospace, automotive, agriculture, and energy sectors. Advised the client on transaction structuring, due diligence, and regulatory considerations, and led negotiation of the asset purchase agreement and all ancillary transaction documents.
• Represented the equity buyer in the acquisition of an insurance company, guiding the client through insurance holding company act filings and other regulatory approvals required to close the transaction. Negotiated the purchase agreement and related transaction documents to protect the client’s interests and facilitate a smooth transition of ownership.
• Represented the equity seller in the sale of a hospitality company. Oversaw due diligence and negotiated the purchase agreement and associated transaction documents on the client’s behalf to secure favorable deal terms.
• Represented a global industrial manufacturer in a cross-border acquisition of a foreign target company, advising on foreign investment considerations and regulatory approvals across jurisdictions. Led negotiation of the purchase agreement and other transaction documents to bring the acquisition to a successful close.
• Represented a fintech company in its acquisition of the assets of another fintech company. Advised on transaction structuring, due diligence, and regulatory considerations, and negotiated the asset purchase agreement and related transaction documents.
• Represented an insurance agency in the sale of its equity. Advised on transaction structuring and due diligence, and negotiated the purchase agreement and ancillary transaction documents on the client’s behalf.
• Represented a non-U.S. client in connection with its investment in the United States before the Committee on Foreign Investment in the United States (CFIUS), preparing and filing the CFIUS application and supporting documentation, coordinating with CFIUS throughout the review process, and successfully obtaining clearance for the client’s investment.
• Represented an alternative energy company in its acquisition of assets. Advised on transaction structuring, due diligence, and regulatory considerations, and negotiated the asset purchase agreement and related transaction documents.
• Drafted an investment management agreement on behalf of a registered investment adviser. The agreement established the terms governing the adviser’s management of client assets.
• Drafted and implemented a comprehensive suite of compliance policies and procedures, including a code of ethics, for a registered investment adviser and an affiliated investment company. The resulting compliance framework was designed to satisfy applicable regulatory requirements.
• Drafted and revised a registered investment adviser’s Form ADV, Parts 1 and 2, and prepared a registration statement for an investment company, responding to and incorporating comments received from the U.S. Securities and Exchange Commission (SEC). Also drafted the fund’s transfer agency agreement, administration agreement, declaration of trust, and other related service provider agreements.
• Drafted and negotiated a side letter on behalf of an investor in a private fund. The side letter addressed terms specific to the investor’s participation in the fund.
• Represented an electronic component manufacturer in connection with a U.S. Customs and Border Protection (CBP) enforcement action. Assessed the company’s potential liability, developed a remediation strategy, and successfully negotiated a resolution with CBP.
• Represented an aerospace and defense manufacturer in connection with exports detained by CBP at the direction of the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the U.S. Department of State’s Directorate of Defense Trade Controls (DDTC). Advised on export classification, licensing, and regulatory strategy, and coordinated directly with federal agencies to secure the release of the detained shipments.
• Advised a global pharmaceutical company in responding to a CBP audit. Compiled responsive documentation, coordinated with internal stakeholders across the organization, and successfully resolved the audit on favorable terms.
• Advised an importer of record on pursuing tariff refunds available under the International Emergency Economic Powers Act (IEEPA), the federal statute authorizing the President to impose tariffs and other trade restrictions in response to declared national emergencies. Prepared and filed refund claims with CBP on the client’s behalf.
• Advised a global manufacturer and distributor of water infrastructure products on navigating U.S. tariffs imposed under Section 232 of the Trade Expansion Act of 1962, which authorizes the President to impose tariffs on imports that threaten national security. Developed a multi-pronged mitigation strategy encompassing tariff engineering, product classification review, and supply chain restructuring.
• Structured, drafted, and negotiated an agreement for the sale of an importer of record’s IEEPA-related tariff refund rights to a third-party purchaser. The engagement addressed the transaction structure and associated regulatory considerations.
• Advised a U.S. manufacturer on supply chain tracing obligations under the Uyghur Forced Labor Prevention Act (UFLPA), which establishes a rebuttable presumption that goods produced in whole or in part in the Xinjiang Uyghur Autonomous Region of China are made with forced labor. Conducted supplier due diligence reviews and prepared documentation to support the client’s goods in obtaining CBP admissibility.
• Drafted and negotiated a settlement agreement between an importer of record and a surety company. The settlement resolved outstanding CBP bond obligations.
• Advised a U.S. defense manufacturer on the design and implementation of a comprehensive export control compliance program. Drafted policies and procedures to facilitate compliance with the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and applicable U.S. economic and trade sanctions laws.
• Designed and implemented a U.S. sanctions compliance program for a global insurance company. Conducted a comprehensive risk assessment and drafted tailored policies, procedures, and internal controls reasonably designed to ensure compliance with sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).
• Advised a major U.S. utility company on the design and implementation of a sanctions compliance program. Assessed the company’s sanctions exposure and drafted policies and procedures tailored to its risk profile.
• Conducted detailed legal analyses of the applicability of U.S. sanctions laws and regulations, including available general licenses, to proposed transactions involving targeted jurisdictions such as Venezuela, Russia, and China. Advised clients on structuring transactions to ensure compliance.
• Drafted, filed, and successfully obtained OFAC specific licenses authorizing transactions related to Venezuela. Prepared license applications and supporting documentation and coordinated with OFAC throughout the review process.
• Conducted an internal investigation under the Foreign Corrupt Practices Act (FCPA) on behalf of a global critical minerals company. Reviewed financial records, conducted witness interviews, assessed potential liability, and advised on remediation measures and voluntary disclosure considerations.
• Conducted a comprehensive gap analysis of a financial institution’s U.S. anti-money laundering (AML) and sanctions compliance program. Identified deficiencies and assisted with the design and implementation of enhanced policies, procedures, and controls to meet regulatory requirements.
• Conducted an internal anti-money laundering and sanctions investigation for a global financial institution. Reviewed transactional records, assessed potential regulatory exposure, and advised on remediation and reporting obligations.
• Advised a global financial institution and insurance company in responding to a cyberattack and ransomware incident. Coordinated the incident response, assessed regulatory notification obligations, and advised on legal exposure and remediation strategies.
• Advised an insurance agency on updating its state-issued producer licenses following a corporate reorganization. Assessed licensing requirements across multiple jurisdictions and coordinated the filing of license amendments and change-of-control applications.
• Assisted insurance producers, insurance companies, and surplus lines insurers with state licensing matters. Prepared and filed license applications and successfully obtained licenses across multiple state jurisdictions on behalf of clients.
• Revised and negotiated vendor agreements for a global insurance company. The engagement included Software as a Service (SaaS) agreements and related technology contracts.
• Revised a global insurance company’s program administrator agreement template. Updated key provisions relating to underwriting authority, claims handling, reporting obligations, and indemnification.
• Assisted a global insurance company with a corporate restructuring. Advised on regulatory approvals, intercompany agreements, and insurance holding company requirements.
• Assisted foreign investors in U.S. companies and assets with meeting mandatory reporting requirements of the Bureau of Economic Analysis (BEA) for foreign direct investment (FDI) in the United States. Prepared and filed the required survey forms on behalf of clients.
• Drafted and negotiated a Digital Wallet Service Agreement and a Co-Branded Credit Card Program Agreement on behalf of a financial services client. Advised on data privacy, regulatory compliance, liability allocation, and intellectual property provisions.
• Represented a defense company in connection with its contracting relationship with the U.S. Department of Defense. Advised on compliance with applicable federal procurement regulations and contract requirements.
• Represented a machined components manufacturer in connection with its government contracting relationships with several federal government agencies. Advised on compliance with applicable procurement regulations and contract administration matters.
• Advised a client on the formation of investment funds. Structured the fund vehicles and prepared the funds’ governing documents, including limited partnership agreements, limited liability company agreements, private placement memoranda, and subscription agreements, to establish the funds’ governance framework.
• Advised a client on the formation of new entities as part of a broader corporate restructuring. Structured the entities and prepared organizational documents to establish appropriate governance frameworks.
• Advised a board of directors on corporate governance matters. Counseled on fiduciary duties, board and committee structures, and policies designed to promote sound governance practices.

• JD Supra Readers’ Choice Awards, #1 International Law (2025); Top Authors, International Law (2026)