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.
• Drafted and negotiated a master services agreement (MSA) for a technology-enabled services company, including provisions governing scope of services, service level agreements (SLAs), indemnification, limitation of liability, data security and cybersecurity obligations, business continuity, and termination rights.
• Negotiated a suite of distribution and supply chain agreements for a consumer products company expanding into new domestic and international markets, securing favorable exclusivity, most favored nation (MFN) pricing, volume commitments, force majeure protections, and termination provisions.
• Represented a specialty pharmaceutical company in its acquisition of a clinical-stage biopharmaceutical target. Advised on transaction structuring, due diligence, representations and warranties (R&W) insurance, and Hart-Scott-Rodino (HSR) Act premerger notification requirements. Negotiated the definitive merger agreement, including earnout and milestone payment provisions, and all ancillary transaction documents.
• Represented a private equity sponsor in a carve-out acquisition of a health care services division from a publicly traded parent company. Advised on separation planning, transition services arrangements (TSA), employee migration, and working capital mechanics. Negotiated the asset purchase agreement, TSA, intellectual property license-back, and all ancillary transaction documents.
• Represented a private equity fund in a take-private acquisition of a publicly traded logistics and supply chain management company. Advised on transaction structuring, debt and equity financing commitments, SEC disclosure requirements, stockholder approval mechanics, and go-shop provisions. Negotiated the definitive merger agreement and all ancillary transaction documents.
• Represented a private equity sponsor in a leveraged buyout (LBO) of a software-as-a-service (SaaS) company. Advised on transaction structuring, debt financing, management equity rollover arrangements, working capital adjustments, and escrow and indemnification mechanics. Negotiated the purchase agreement, management equity plan, and all ancillary transaction documents.
• Represented an emerging technology company in a Series B preferred stock financing led by a venture capital fund. Advised on pre-money valuation, anti-dilution protections (broad-based weighted average), liquidation preferences, pay-to-play provisions, protective provisions, board composition and observer rights, right of first refusal and co-sale agreements, voting agreements, and investor rights agreements, including registration rights, information rights, and pro rata participation rights.
• Represented a strategic acquirer in the acquisition of a registered investment adviser (RIA). Advised on transaction structuring, regulatory change-of-control considerations under the Investment Advisers Act of 1940, client consent requirements, and key person and noncompete provisions. Negotiated the purchase agreement and all ancillary transaction documents.
• Advised a captive insurance company on formation and licensure in a domestic captive domicile, coordinating with domiciliary regulators, drafting articles of incorporation, bylaws, and operating agreements, and preparing all required regulatory filings, including business plans, feasibility studies, and actuarial opinions.
• Represented a managing general agent (MGA) in negotiating a delegated underwriting authority agreement with a Lloyd’s of London syndicate. Advised on multistate surplus lines and admitted market regulatory requirements and negotiated underwriting authority, binding limits, claims handling protocols, bordereaux reporting, and audit rights provisions.
• Advised an insurtech company on the regulatory requirements for launching a new insurance product across multiple states, including form and rate filing obligations under the System for Electronic Rates & Forms Filing (SERFF), producer licensing requirements, and compliance with applicable market conduct and unfair trade practices standards.
• Advised a special committee of a board of directors in connection with a related-party transaction. Counseled on fiduciary duties under the entire fairness standard, director independence requirements, conflicts of interest, and oversaw engagement of independent financial and legal advisors to ensure procedural protections for minority stockholders.
• Advised a privately held company on corporate governance best practices in connection with a growth-stage equity financing. Updated board and committee structures, stockholder agreement provisions, information rights, observer rights, and voting arrangements, and drafted revised bylaws, consent procedures, and a code of business conduct and ethics.
• Counseled a portfolio company board of directors on governance matters arising from a recapitalization transaction. Advised on director fiduciary duties to multiple stockholder classes, protective provisions, drag-along and tag-along rights, written consent requirements, information rights, and governance provisions negotiated as part of the transaction.
• Conducted an internal investigation on behalf of the audit committee of a publicly traded company following a whistleblower complaint alleging violations of the Foreign Corrupt Practices Act (FCPA). Reviewed financial records, third-party agent payments, and internal communications, conducted witness interviews under Upjohn warnings, assessed potential civil and criminal exposure under the FCPA’s anti-bribery and books-and-records provisions, and advised the audit committee on remediation measures, disgorgement considerations, and voluntary self-disclosure to the U.S. Department of Justice (DOJ) and the SEC.
• Advised a multinational manufacturer on establishing a comprehensive customs compliance program, including tariff classification protocols under the Harmonized Tariff Schedule of the United States (HTSUS), valuation procedures, reasonable care checklists, recordkeeping requirements, and internal audit mechanisms to ensure compliance with 19 U.S.C. § 1484 entry requirements and mitigate penalty exposure under 19 U.S.C. § 1592.
• Advised a multinational retailer on antidumping and countervailing duty (AD/CVD) exposure across its imported product lines. Conducted scope rulings, country-of-origin analyses, and substantial transformation assessments, and developed a tariff engineering and compliance strategy to mitigate outstanding duty liability and bonding requirements.
• Advised a U.S. technology company on the national security implications of a proposed investment by a foreign strategic investor under the Committee on Foreign Investment in the United States (CFIUS) framework. Conducted a risk assessment under the Foreign Investment Risk Review Modernization Act (FIRRMA), analyzed mandatory declaration obligations for TID U.S. businesses involving critical technology, critical infrastructure, and sensitive personal data, and advised on transaction structuring to mitigate national security risk.
• Advised a U.S. target company and its board of directors on CFIUS risk in connection with a proposed acquisition by a foreign buyer. Conducted a pre-signing national security risk assessment, advised on CFIUS-related representations, covenants, and regulatory efforts provisions in the definitive agreement, and counseled on reverse break fee and hell-or-high-water structuring to allocate CFIUS clearance risk between the parties.
• Represented a U.S. technology company in connection with a voluntary self-disclosure (VSD) to the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) arising from potential violations of the Export Administration Regulations (EAR), including unauthorized exports of controlled items under Export Control Classification Numbers (ECCNs) without required licenses. Conducted the underlying internal investigation, prepared and submitted the VSD, and advised on post-disclosure remediation and compliance program enhancements.
• Advised a U.S. semiconductor company on the impact of U.S. export control restrictions targeting advanced computing and semiconductor manufacturing equipment destined for countries of concern. Assessed the scope of applicable Entity List restrictions, foreign direct product (FDP) rule applicability, and end-use and end-user screening obligations, and developed a compliance framework to address evolving BIS regulatory requirements.
• Advised a U.S. critical infrastructure company on national security compliance obligations arising from operations in sectors designated as critical under Presidential Policy Directive 21 (PPD-21). Assessed exposure under CFIUS regulations, Information and Communications Technology and Services (ICTS) supply chain rules, sectoral foreign investment restrictions, and U.S. Cybersecurity and Infrastructure Security Agency (CISA) cybersecurity requirements, and developed a comprehensive risk mitigation strategy.
• Advised a global consumer electronics company on supply chain restructuring to reduce concentration risk and ensure compliance with U.S. trade and national security regulations. Conducted multitier supplier mapping and traceability assessments, assessed tariff, sanctions, forced labor, and conflict minerals exposure, and developed a supplier diversification strategy and contractual compliance roadmap with flow-down provisions.
• Advised a multinational automotive parts manufacturer on establishing a Uyghur Forced Labor Prevention Act (UFLPA) compliance program to proactively avoid CBP detentions under the UFLPA. Designed and implemented a supply chain due diligence framework, including supplier questionnaires, forced labor risk assessments, independent third-party audit protocols, and chain-of-custody documentation standards to demonstrate compliance with the UFLPA’s rebuttable presumption.
• Advised a global financial services company on beneficial ownership reporting obligations under the Corporate Transparency Act (CTA) and the Financial Crimes Enforcement Network’s (FinCEN) implementing regulations. Identified reportable beneficial owners across the corporate structure and prepared and filed required reports with FinCEN’s Beneficial Ownership Secure System (BOSS).
• Advised a fintech company on the regulatory framework for a digital asset platform, including federal and state money transmitter licensing, SEC and CFTC jurisdictional considerations, Bank Secrecy Act (BSA) compliance, anti-money laundering (AML) program requirements, and know-your-customer (KYC) obligations. Drafted terms of service, user agreements, and risk disclosures.
• Advised a publicly traded company on crisis management in a multiagency government investigation. Coordinated the company’s response across the U.S. Department of Justice (DOJ), the SEC, and a state attorney general’s office. Advised on document preservation, litigation hold protocols, privilege strategy, and counseled the board and disclosure committee on materiality assessments and disclosure obligations under Regulation FD and applicable securities laws.
• Advised a global defense and aerospace company on compliance with the U.S. government contracting regulatory framework, including the Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), and mandatory cybersecurity requirements under DFARS 252.204-7012 and the Cybersecurity Maturity Model Certification (CMMC) program. Assessed compliance gaps and advised on remediation to maintain contract eligibility.

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