Richard H. Otera

Partner

He/Him/His

Pacific Gateway
19191 South Vermont Avenue
Suite 900
Torrance, CA 90502

T 424.221.7402
F 424.221.7499

rich.otera@nelsonmullins.com

Rich practices primarily in franchise and distribution law and litigation. He has counseled clients for over 20 years in all aspects of the automotive industry in the U.S., including as in-house counsel for a major OEM and as general counsel for a Tier 1 automotive supplier. From 2001 to 2015, Rich worked at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.

In 2015, Rich was hired to establish the first-ever U.S.-based legal department for Sumitomo Electric Industries, Ltd., a Fortune Global 500 manufacturer of electrical components and other related products in core areas including automotive. As General Counsel of the Americas, Rich established and led a full-service legal department providing comprehensive legal support to 46 SEI subsidiary companies throughout North and South America.

at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.

Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

Motor Vehicle Industry Experience

Counseling executive management of automotive original equipment manufacturers on business–critical and strategic legal issues involved in the manufacturing, sale, and distribution of motor vehicles nationwide, including:

Dealer network administration and market representation issues under federal/state franchise and antitrust laws
Addition, relocation, and termination of dealers
Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
Allocation and distribution of vehicles, including litigation relating to allocation
Pricing and incentives issues
Dealer advertising support, co-op funds, dealer advertising associations
Trademark/branding issues
Buy-sell agreements and related issues including exercise of Right of First Refusal
Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
New vehicle launches, including launches of specialty and low-volume vehicles
Marketing and sale of alternative fuel vehicles
Distribution issues regarding ride-sharing and alternative transportation models
Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products

Multi–National General Counsel Advice (emphasis on Japanese–based companies)

General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
Corporate best practices for multi-national companies
Complex transactions and litigation matters in the U.S. and globally
Establishment and maintenance of global compliance and anti-trust policies and procedures
Domestic and cross-border transactions, including mergers & acquisitions and joint ventures

Complex Commercial Litigation

In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:

Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history

Beyond the Automotive Industry

Rich has further experience beyond the automotive industry, including:

General counsel advice and support for global commercial enterprises
Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
Antitrust litigation and counseling
Domestic and cross-border mergers & acquisitions
Customs, trade and export control issues
Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures

Previous Professional Experience

General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
Attorney, Los Angeles offices of two law firms (1995–2001)

Educational Activities

Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)

Education

Loyola Law School, JD, cum laude (1994)
- Order of the Coif
- St. Thomas More Law Honor Society
- Loyola of Los Angeles Law Review
  - Staff (1992-1993)
  - Note and Comment Editor (1993-1994)
University of California, Los Angeles, BA, English (1990)

Admissions

California
U.S. District Court for the Central District of California
U.S. District Court for the Northern District of California
U.S. District Court for the Southern District of California
U.S. District Court for the Eastern District of California
U.S. Court of Appeals for the Ninth Circuit

Practice Areas

Industries

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

Motor Vehicle Industry Experience

Dealer network administration and market representation issues under federal/state franchise and antitrust laws
Addition, relocation, and termination of dealers
Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
Allocation and distribution of vehicles, including litigation relating to allocation
Pricing and incentives issues
Dealer advertising support, co-op funds, dealer advertising associations
Trademark/branding issues
Buy-sell agreements and related issues including exercise of Right of First Refusal
Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
New vehicle launches, including launches of specialty and low-volume vehicles
Marketing and sale of alternative fuel vehicles
Distribution issues regarding ride-sharing and alternative transportation models
Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products

Multi–National General Counsel Advice (emphasis on Japanese–based companies)

General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
Corporate best practices for multi-national companies
Complex transactions and litigation matters in the U.S. and globally
Establishment and maintenance of global compliance and anti-trust policies and procedures
Domestic and cross-border transactions, including mergers & acquisitions and joint ventures

Complex Commercial Litigation

In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:

Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history

Beyond the Automotive Industry

Rich has further experience beyond the automotive industry, including:

General counsel advice and support for global commercial enterprises
Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
Antitrust litigation and counseling
Domestic and cross-border mergers & acquisitions
Customs, trade and export control issues
Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures

Previous Professional Experience

General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
Attorney, Los Angeles offices of two law firms (1995–2001)

Educational Activities

Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)

Articles & Speeches

Visit Idea Exchange

Recognitions

The bar rules of some states require that the standards for an attorney’s inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.

Legal 500 United States: Industry Focus: Transport: rail and road – litigation (2020–2021)
Law360 Transportation Editorial Advisory Board (2020, 2021)

Professional Activities

American Bar Association
Japanese American Bar Association
National Asian Pacific American Bar Association

Community

Board of Directors, Community Legal Aid SoCal (2021–present)

Overview

Rich practices primarily in franchise and distribution law and litigation. He has counseled clients for over 20 years in all aspects of the automotive industry in the U.S., including as in-house counsel for a major OEM and as general counsel for a Tier 1 automotive supplier. From 2001 to 2015, Rich worked... at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.

Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

Motor Vehicle Industry Experience

Dealer network administration and market representation issues under federal/state franchise and antitrust laws
Addition, relocation, and termination of dealers
Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
Allocation and distribution of vehicles, including litigation relating to allocation
Pricing and incentives issues
Dealer advertising support, co-op funds, dealer advertising associations
Trademark/branding issues
Buy-sell agreements and related issues including exercise of Right of First Refusal
Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
New vehicle launches, including launches of specialty and low-volume vehicles
Marketing and sale of alternative fuel vehicles
Distribution issues regarding ride-sharing and alternative transportation models
Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products

Multi–National General Counsel Advice (emphasis on Japanese–based companies)

General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
Corporate best practices for multi-national companies
Complex transactions and litigation matters in the U.S. and globally
Establishment and maintenance of global compliance and anti-trust policies and procedures
Domestic and cross-border transactions, including mergers & acquisitions and joint ventures

Complex Commercial Litigation

In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:

Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history

Beyond the Automotive Industry

Rich has further experience beyond the automotive industry, including:

General counsel advice and support for global commercial enterprises
Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
Antitrust litigation and counseling
Domestic and cross-border mergers & acquisitions
Customs, trade and export control issues
Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures

Previous Professional Experience

General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
Attorney, Los Angeles offices of two law firms (1995–2001)

Educational Activities

Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)

Education

Loyola Law School, JD, cum laude (1994)
- Order of the Coif
- St. Thomas More Law Honor Society
- Loyola of Los Angeles Law Review
  - Staff (1992-1993)
  - Note and Comment Editor (1993-1994)
University of California, Los Angeles, BA, English (1990)

Admissions

California
U.S. District Court for the Central District of California
U.S. District Court for the Northern District of California
U.S. District Court for the Southern District of California
U.S. District Court for the Eastern District of California
U.S. Court of Appeals for the Ninth Circuit

Practice Areas

Industries

Articles & Speeches

Visit Idea Exchange

Recognitions

The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.

Legal 500 United States: Industry Focus: Transport: rail and road – litigation (2020–2021)
Law360 Transportation Editorial Advisory Board (2020, 2021)