Nagashima Ohno & Tsunematsu > Tokyo, Japan > Firm Profile
Nagashima Ohno & Tsunematsu Offices
JP TOWER, 2-7-2 MARUNOUCHI
CHIYODA-KU
TOKYO 100-7036
Japan
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Nagashima Ohno & Tsunematsu > The Legal 500 Rankings
Japan > Antitrust and competition: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu's antitrust department is lauded by clients for its 'top notch' work and 'unrivalled quality', as well as its 'impressive ability' when assisting its Japanese clients with all manner of competition and antitrust cases. Practice head Yoshitoshi Imoto in particular is described as 'fantastic' when advising on government antitrust investigations, and also brings expertise in high-profile mergers and general compliance matters. Kaoru Hattori, described as a 'leading light', is a name to note for complex cartel cases and issues relating to contractual alliances and transactions, while the 'very strong' Ryohei Tanaka is recommended for his knowledge of merger filing requirements and antitrust issues relating to M&A. Yusuke Kaeriyama and Nobuaki Ito are also key contacts within the team.Practice head(s):
Yoshitoshi Imoto
Other key lawyers:
Testimonials
‘Yoshitoshi Imoto, Ryohei Tanaka and Kaoru Hattori all are very strong individuals. Highly responsive and good judgment.’
‘Driven by excellence, but always practical and considerate of the business context.’
‘NO&T is a market leading practice that distinguishes itself through practical advice focused on the commercial needs of clients.’
‘Kaoru Hattori is a leading light among Japanese antitrust practitioners, with extraordinary strategic sense for complex JFTC matters.’
‘The NO&T Antitrust team is one of the largest and most competent competition law teams of Japan. I like to work with them because of the unrivalled quality of the work product.’
‘Yoshitoshi Imoto is fantastic with investigations, extremely responsive, and connects immediately with US clients.’
‘Top notch antitrust practice in Japan in all relevant areas.’
‘The NO&T team have strong relationships in Japan, and an impressive ability to help their Japanese clients manage the risks of their international operations.’
Key clients
Booking.com
Nitto Denko Corporation
Suzuki Motor Corporation
FUJIFILM Corporation
Takeda Pharmaceutical
Softbank KK
Panasonic Corporation
Isuzu Motors Ltd.
Mitsubishi Gas Chemical Company Inc.
Dentsu Group Inc.
Toshiba Corporation
CVC Asia Pacific Limited
Ricoh Company Ltd.
Work highlights
- Advised Toshiba Corporation on the separation of its infrastructure business and device business.
- Advised KKR & Co. Inc. on its acquisition of the entire share capital of Mitsubishi Corp. – UBS Realty Inc., with a valuation of JPY 230bn.
- Represented Cummins, Inc. in connection with its acquisition of Meritor, Inc., with a valuation of $3.7bn.
Japan > Banking and finance: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu‘s banking and finance practice, headed up by securities specialist Fumihide Sugimoto, is particularly proficient in advising clients on loans and credit-related transactions, which include syndicated loans, derivatives, aircraft and ship financings, and foreign trades financings. The practice is also able to advise on M&A and banking transactions, for which Hiromi Hattori is a key contact, as well as acquisition finance work, where Jiro Mikami is recommended. Real estate financing is typically dealt with by specialist Mami Ikebukuro, while Keiko Shimizu and Motohiro Yanagawa are the recommended contacts for structured finance mandates.Practice head(s):
Fumihide Sugimoto
Other key lawyers:
Key clients
Mitsubishi UFJ Financial Group, Inc.
Mizuho Financial Group, Inc.
Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Trust Holdings, Inc.
SBI Shinsei Bank, Ltd.
Goldman Sachs
Morgan Stanley
Nomura Securities Co., Ltd.
Daiwa Securities
JP Morgan
Development Bank of Japan
Work highlights
- Advised AXA Real Estate Investment Managers Japan KK on its acquisition of a portfolio of 29 residential properties, valued at approximately JPY44bn and JPY25.5bn.
- Advised EQT Partners on opening its Japan office and obtaining investment advisory and Type II registration based on the FSA’s new English application program.
- Advised Sumitomo Mitsui Baking Corporation on the MBO financing for its acquisition of Ihara Science Corporation.
Japan > Capital markets: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu's capital markets practice, which is divided between the securitisation and debt and equity teams, is headed by Fumihide Sugimoto. Exhibiting experience across the full range of cross-border capital markets transactions, the group assists clients with global and domestic IPOs, security token offerings, and global offerings by Japanese issuers of debt and equity securities. Yuichi Miyashita is the key contact for debt and equity matters, while Motohiro Yanagawa noted for his expansive expertise in securitisation issues. Yoshiya Kira was promoted to counsel in January 2023, while Shinichi Araki is another key contact. Miyuki Ishiguro is noted for her broad expertise in finance related matters.Practice head(s):
Fumihide Sugimoto
Other key lawyers:
Testimonials
‘I am very grateful and trust them for their passion and sincerity towards achieving the goals.’
‘I highly appreciate Araki Shinichi’s sincere approach to his work and his enthusiasm for research.’
‘Yuichi Miyashita has expert skills in financial markets.’
‘I’m happy to work with them because they are very flexible, creative and supportive.’
‘Motohiro Yanagawa has lots of experiences and knowledge in structured products. His high-quality support helps us create new products for our customers.’
‘Yuichi Miyashita is highly accessible and responsive to our inquiries and provides very logical and practical legal advice.’
‘They are an experienced team with highly qualified capability. Their work is not only reliable but also speedy.’
‘Motohiro Yanagawa is a well experienced partner. His suggestions and opinions often exceed our expectations.’
Key clients
Mitsubishi UFJ Financial Group, Inc.
Mizuho Financial Group, Inc.
Sumitomo Mitsui Financial Group
Sumitomo Mitsui Trust Holdings, Inc.
Morgan Stanley
Bank of America
Nomura Securities Co., Ltd.
JP Morgan
Daiwa Securities Co. Ltd.
Development Bank of Japan
East Japan Railway Company
Skymark Airlines Inc.
Norinchukin Bank
Japan Finance Organization for Municipalities
Japan Bank for International Cooperation
BNP Paribas
Resona Bank Limited
Work highlights
- Advised the underwriters, joint global coordinators SMBC Nikko Securities Inc. and Nomura Securities Co., Ltd., in the global initial public offering of common stock of Socionext Inc.
- Advised a global coordinator, SMBC Nikko Securities Inc., in the global initial public offering of common stock of Daiei Kankyo Co., Ltd.
- Advised Skymark Airlines Inc., Integral Partners and UDS Airlines Investment Limited Partnership, the issuer and the selling shareholders, respectively, in the global initial public offering of common stock of Skymark Airlines Inc.
Japan > Corporate and M&A: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu‘s corporate and M&A group is especially known for its experience in handling high-value transactions for both domestic and international clients, in particular cross-border transaction work. The team offers a full service to clients in industries spanning the real estate, consumer goods, pharmaceuticals, electronics, telecoms, energy, and technology sectors, with recent work involving assisting a Japan-based international manufacturer with an acquisition spanning three jurisdictions. Hiroshi Mitoma and Yuko Tamai jointly lead the team, which also includes Tomohiko Iwasaki, Shuichi Nishimura, Takahiro Oishi and Wataru Matsumoto; Oishi and Matsumoto were promoted to the partnership in January 2023.Practice head(s):
Hiroshi Mitoma; Yuko Tamai
Other key lawyers:
Key clients
Toshiba Corporation
Panasonic Corporation
Sumitomo Mitsui Banking Corporation
Hitachi Construction Machinery Co.
Nitto Denko Corporation
Sumitomo Mitsui Finance and Leasing Co.
Bain Capital
Mitsubishi Corporation
The Carlyle Group
Unison Capital, Inc.
Mitsui Chemicals, Inc.
Shimizu Corporation
Renesas Electronics Corporation
Dentsu Group Inc.
Sumitomo Corporation
SoftBank Corp.
Isuzu Motors Limited
Mitsubishi Chemical Holdings Corporation
Toyota Motor Corporation
Sony Corporation
Nippon Telegraph and Telephone Corporation
NTT DATA Corporation
Ricoh Company, Ltd.
Tokyo Electric Power Company Holdings, Inc.
CVC Capital Partners
Advantage Partners
PAG Japan Limited
KKR
Work highlights
- Acted as lead counsel for the board of directors and the special committee of TOSHIBA CORPORATION on its acquisition by a consortium led by JIP.
- Acted as sole counsel to a consortium consisting of NTT Anode Energy Corporation and JERA Co., Inc., in its acquisition of Green Power Investment Corporation from Pattern Energy Group LP.
- Advised The Nagano Bank, Ltd. on its business integration with The Hachijuni Bank, Ltd. through a share exchange.
Japan > Dispute resolution: Independent local firms Tier 1
Led by Koki Yanagisawa, who is adept at advising clients on labour and employment litigation, Nagashima Ohno & Tsunematsu has is consistently praised for its ‘high quality‘ and ‘highly specialised‘ expertise in dispute resolution. Hisaya Kimura excels in commercial arbitration, while Oki Mori handles litigation relating to consumer law, tax, and real estate. Norimitsu Arai and Yoshimi Ohara are also noted, with the latter bringing insight in arbitrations under ICSID, SIAC, ICC, and JCAA rules.Practice head(s):
Koki Yanagisawa
Other key lawyers:
Testimonials
‘Highly specialised attorneys, with robust legal research capabilities.’
‘They have a strong international arbitration team. They have a depth of experience, are highly sophisticated, and have great advocacy skills.’
’The partners understand our business, our people and our stakeholders. They will give you hands-on, tailored, and timely advice however unique the situation may be.’
‘Koki Yanagisawa is capable of handling large-scale cases while grasping every detail of the facts involved.’
‘Koki Yanagisawa worked around the clock to get every document right. He is hands-on, and understand how U.S firms operate.’
Key clients
Central Japan Railway Company
Tokyo Electric Power Company
Kajima Corporation
Nissan Motor Co.
SECOM Co.
Work highlights
- Represented Central Japan Railway Company in its Linear Chuo Shinkansen litigation.
- Represented Tokyo Electric Power Company in shareholder derivative litigation.
- Represented KOYO Automatic Machine Co. in trade secret litigation.
Japan > Intellectual property: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu offers a broad spectrum of expertise in IP litigation and transactional matters such as due diligence, R&D agreements, AI and big data across a range of industries. The practice is strengthened by the considerable expertise of Shunji Matsuda, as well as Kenji Tosaki, who handles IP infringement litigations and IP invalidation litigations before the IP High Court, the Supreme Court, District Courts and Japan Patent Office. They are joined by Keiji Tonomura, who specialises in cross-border IP transactions with a particular focus on the TMT industry and emergent technologies. Another associate of note is Masashi Chusho.Other key lawyers:
Testimonials
‘There are lot of attorneys who have great experience. Also, the firm introduces and leads legal technology to research in an effective way.’
‘Partners in the firm publish many helpful articles/books and I use them to support my business.’
‘We believe Nagashima’s IP deparment is superior in international cases to other firms’ teams, especially in huge, multi-lateral cases. Nagashima has a large number of IP attorneys who have a rich experience with the U.S. IP firms. They have a capacity to handle big international cases, while keeping its high-quality level and intense communication with foreign clients.’
‘Shunji Matsuda’s thoughtful advice from both a legal and business point of view helps the team make the right decisions in proceedings. He is an excellent communicator and, through conversation with his clients and foreign colleagues, he can identify central issues in each aspect of the proceedings and suggest a practical solution.’
‘Many of the attorneys have experience in the U.S. and have given us useful advice in our overseas litigation. In addition, many of the attorneys are non-IP attorneys, so they can be trusted with complex matters.’
‘Shunji Matsuda always comes up with a good solution when I have a discussion with a foreign lawyer that I can’t engage.’
‘NO&T has one of the biggest IP litigation teams in Japan dealing with high-profile cases. Being a larger firm, NO&T has a better command of English than some of the boutique competitors. The team can work collaboratively with several other firms on one large project which is an important factor as the team tends to be quite busy.’
‘Kenji Tosaki, a former judge, is an experienced partner at the firm dealing with wide range of IP disputes. While Tosaki relies on technical matters to patent attorneys, his experience as a former judge provides a rare insight into how the arguments will be received by the judge.’
Key clients
Nintendo Co., Ltd.
Nichia Corporation
Isuzu Motors Limited
Nippon Steel Engineering Co., Ltd.
Mitsubishi Chemical Corporation
Twitter Inc.
Sanofi K.K.
Bushiroad Inc.
Novartis Pharma K.K.
CADDI Inc.
Work highlights
- Acted on behalf of Nintendo successfully in an IP litigation matter in Japan (the Tokyo District Court, IP High Court and Supreme Court), where Nintendo filed a lawsuit against Maricar Inc. concerning the protection of famous characters.
- Represented the co-owners of a Japanese patent covering Patanol in a case concerning the JPO’s decision on the request for an invalidation trial to invalidate the patent.
Japan > Labour and employment: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu‘s group in Tokyo, which has ‘an excellent understanding of the needs of US companies‘, often advises members of global company management as well as domestic companies. Norimitsu Arai has a long history of acting in union-related matters, litigation and transactional work, while practice head Hisaya Kimura is well supported by Eriko Ogata, who has a great deal of experience handling investigations conducted by labour authorities. Satoshi Hosokawa is a go-to team member for contentious labour and employment matters and harassment investigations.Practice head(s):
Hisaya Kimura
Other key lawyers:
Testimonials
‘An excellent understanding of the needs of US companies.’
‘The firm has lawyers with strong English language capabilities which is helpful for multinational employers without local in-house counsel in Japan.’
‘Responsiveness, thoroughness, great results.’
Key clients
Japan Post Co., Ltd.
Japan > Private wealth: Independent local firms Tier 1
At Nagashima Ohno & Tsunematsu, the private wealth team has particular strengths in trust matters and structured finance; Masayuki Fukuda is an expert in both trusts and inheritance matters. With its established reputation in the tax market, the firm is also able to advise high-net-worth individuals from both a legal and a tax perspective. Along with Yushi Hegawa, who has ‘extensive working experience in dealing with cross border wealth management‘, Shigeki Minami brings tax and M&A expertise to the team. In addition to advising on domestic matters, the practice has a strong cross-border component; Singaore-based M&A expert Yoshikazu Hasegawa advises Japanese clients on their asset successions and investments, providing ‘a blend of Singapore and Japanese expertise.’Other key lawyers:
Masayuki Fukuda; Shigeki Minami; Yushi Hegawa; Yoshikazu Hasegawa; Tsutomu Endo
Testimonials
‘The Nagashima Ohno & Tsunematsu team is well-versed in local and foreign investments and is very responsive. Whenever we have any questions regarding our private wealth clients’ activities in Asia, it is our “go-to” firm. In addition to offering solid legal advice, it is also sensitive to the commercial aspects of transactions and also to local concerns.’
‘The private wealth group is not only responsive to questions, but also goes above and beyond by also considering the commercial and other issues that may be raised. This comprehensive advice is exactly what clients demand, and combined with the firm’s regional expertise means that we can rely on the team to cover all the bases on a transaction or matter.’
‘We have been particularly impressed with and recommend Mr. Yoshikazu Hasegawa (partner, Singapore), who always offers timely legal advice and appreciates the commercial and other sensitivities of the cross-border investments typically pursued by our clients.’
‘It is rare to find Japanese firms that understand common law trusts. The firm’s Singapore office has just that practice group and will be a good resource for Japanese clients seeking to establish trusts in Singapore.
‘In any situation, this team will solve the problem politely and reliably. Innovation is also important, but stability is the most important, so I am satisfied with this team.’
‘I always consult with Yoshikazu Hasegawa of the Singapore office. There are many lawyers in Japan, but there are few lawyers who can properly handle cross-border asset tax. He is not only in the cross-border corporation matter, but also in the field of private assets, has experience, and is very reliable.’
‘Hasegawa Yoshikazu is always excellent to work with. Instructions given are clear and matters are handled with speediness and efficiency.’
‘Yushikazu Hasegawa provides very practical and easy tax advice for private wealth management and inheritance tax area. He has extensive working experience in dealing with cross-border wealth management.’
Work highlights
- Provided an expert tax law opinion in support of the client’s appeal in tax litigation in Japan, where the client is seeking cancellation of an income tax assessment.
- Advised a client on establishing trusts, preparing a family office structure and assisting the setup of a family office involving assets in multiple jurisdictions.
- Advised on an international transfer of ownership of real estate involving tax law, bankruptcy law, matrimonial law, and real estate registration law issues.
Japan > Projects and energy: Independent local firms Tier 1
The ‘outstanding’ projects and energy team at Nagashima Ohno & Tsunematsu, co-led by Shunpei Tanaka, advises both domestic and foreign clients on all aspects of renewable energy projects. It advises sponsors, investors and contractors, as well as power utility and trading companies, on energy and infrastructure projects. It also has an internal carbon neutrality team and is actively involved in decarbonisation matters. Practice co-head Jiro Mikami excels in energy and resources financing projects, supported by Rintaro Hirano and Kiyoshi Honda. Terukazu Katsuyama strengthens the team's PPP/PFI expertise. Yoshihisa Watanabe has notable experience in renewable energy spans solar, wind farm and biomass projects.Practice head(s):
Shunpei Tanaka; Jiro Mikami
Other key lawyers:
Rintaro Hirano; Kiyoshi Honda; Terukazu Katsuyuma; Yoshihisa Watanabe
Testimonials
‘The deal was quite complicated and on a tight schedule, but the team showed us the priorities and potential landing points based on their ample experiences. The team guided the client in the above way and delivered very effective service.’
‘The team leader was very quick to understand what the real concern and “wants” of the client are – the team leader captured what the client themselves hasn’t realised yet. The team leader was also very clear and precise in his explanation – rather than remarks with a lot of disclaimers. This helped a lot for the client to understand the gist of the legal review.’
‘Projects often come with tight negotiation deadlines, but they all met the deadlines and offered multiple realistic and acceptable solutions.’
‘Nagashima Ohno & Tsunematsu has a particularly broad scope of practice compared to other law firms in Japan and other countries in Asia.’
‘I feel and assume that they think that they have to advise not only on legal points but also on how to make our business successful from an external advisor’s point of view. They have a high level of expertise and professionalism. In addition, there seems to be an information-sharing relationship between several partners and their partners have appropriate control over the quality of the associate’s work and billing.’
‘Each person from Nagashima Ohno & Tsunematsu was outstanding.’
Key clients
Development Bank of Japan Inc.
Mizuho Bank, Ltd.
Tokyo Electric Power Company Holdings, Inc.
The Tokyo Electric Generation Company, Incorporated.
TEPCO Power Grid, Incorporated
JERA Co., Inc.
Tokyo Electric Power Company Group
Sumitomo Mitsui Trust Bank, Limited.
Japan International Cooperation Agency
Hokkaido Electric Power Co., Inc.
ABLE Co., Ltd.
Renova, Inc.
Royal Caribbean Cruises Ltd.
Equinix Inc./Equinix Japan Kabushiki Kaisha
Z Energy Co., Ltd.
Japan Infrastructure Initiative Co., Ltd.
Work highlights
- Advising MGM Resorts as sole counsel in its quest to open Japan’s first integrated resort in Osaka, valued at $7.4 bn.
- Advised TEPCO HD on the sale of its 40% shares in Eurus Energy Holdings to Toyota Tsusho Corp.
- Advising a consortium consisting of NTT Anode Energy Corporation and JERA Co., Inc., in its acquisition of Green Power Investment Corporation from Pattern Energy Group LP.
Japan > Real estate and construction: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu’s real estate practice maintains a strong reputation for handling a broad array of real estate transactions in Japan, including M&A and investments in properties overseas. Practice head Shunpei Tanaka counts major real estate companies among his clients, frequently advising on the establishment of sponsored J-REITS. Kenji Utsumi also regularly represents both listed and unlisted J-REITs, and both Hiroto Inoue and Junji Yamanaka are experienced in advising on J-REIT formation. The team advises new entrants into the Japanese real estate sector, with Mami Ikebukuro assisting clients with their first investments into the Japanese real estate market. The group has experienced growth in the hotel sector, with a key focus of Yoshihisa Watanabe’s practice being the acquisition of hotels and hotel development projects, while Yoshinobu Koyama regularly advises clients on hotel management agreements. Shinichiro Horaguchi regularly handles domestic real estate transactions and overseas development projects, and Makoto Saito regularly represents both national and international investment funds.Practice head(s):
Shunpei Tanaka
Other key lawyers:
Testimonials
‘Services are quick, having points without redundant analysis. Lawyers are well organised from partner to associate level to quickly to form a group for assignments.’
‘Their strengths are that they fully understand a Japanese company’s mindset, our critical points, and our expected goals. They collaborate well with local firms.’
‘NO&T’s attorneys attend to the contract negotiations, and their negotiating skills are outstanding.’
‘Tanaka has excellent practical negotiation skills for real estate-related contracts, based on his many years of experience. Fujisaki demonstrated outstanding ability in handling cases with a sense of responsibility. Kurihara has demonstrated exceptional ability in handling a large volume of work with short deadlines.’
‘Works very well with foreign law firms. Long track record of advising on fund raises for Japanese PE funds.’
‘They are covering variety of issues for our sector and are very experienced. We believe they are one of the best in our industry.’
‘Hiroto Inoue has varied knowledge and experience in our industry. His suggestions are always reasonable, and he can find hidden issues within the deal.’
Key clients
Mitsui Fudosan Co., Ltd.
MITSUBISHI ESTATE CO., LTD.
Tokyu Land Corporation
Sumitomo Realty & Development Co., Ltd.
Nomura Real Estate Development Co., Ltd.
Mitsubishi Corporation
Hulic Co., Ltd.
ORIX CORPORATION
AEON Co., Ltd.
NTT Urban Development
Marubeni Corporation
KAJIMA CORPORATION
SHIMIZU CORPORATION
SUMITOMO CORPORATION
ESR Cayman Limited
Gaw Capital Partners
Hilton International
PGIM Real Estate
Norges Bank Real Estate Management
TOKYU CORPORATION
Accor S.A.
Allianz Real Estate GmbH
Challenger Kabushiki Kaisha
Japan Excellent, Inc.
Kenedix, Inc.
Kokyo Asset Management Co., Ltd.
Marriott International, Inc.
MUFG Bank, Ltd.
Mitsubishi UFJ Trust and Banking Corporation
Sumitomo Mitsui Trust Bank, Limited
Mizuho Bank, Ltd.
Mizuho Trust & Banking Co., Ltd.
Work highlights
- Advised KKR & Co. Inc. on its acquisition of the entire share capital of Mitsubishi Corp. – UBS Realty Inc., with a valuation of JPY 230 bn.
- Advised Dorchester Collection on their hotel in Japan, to be located in the Torch Tower, Mitsubishi Estate’s flagship, currently under construction and scheduled for completion in 2027.
- Advised Nomura Real Estate Development Co. Ltd. on structuring a joint venture with Federal Land Inc., aimed at property development in Malaysia.
Japan > Restructuring and insolvency: Independent local firms Tier 1
Nobuaki Kobayashi co-leads the team at Nagashima Ohno & Tsunematsu, which maintains a stellar reputation in the workout and turnaround market, with the team regularly advising on out-of-court matters. The group also draws on its cross-practice experience, such as its experience in technology-related matters, having advised on the civil rehabilitation proceedings of cryptocurrency exchange MtGox. The practice continues to advise an increasingly diverse number of clients on both the debtor and sponsor side, as well as major banks and financial institutions. Kobayashi has expansive experience in acting in high-profile proceedings such as large-scale corporate reorganisations, as well as in out-of-court workouts both in Japan and overseas, and practice co-head Yosuke Kanegae represents numerous listed companies in out-of-court restructuring cases. The team displays strong cross-border capabilities, with Takashi Suzuki and Tomohiro Okawa handling a broad range of global restructuring cases.Practice head(s):
Nobuaki Kobayashi; Yosuke Kanegae
Other key lawyers:
Key clients
Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mitsubishi UFJ Financial Group, Inc.
Mitsubishi Corporation
Toshiba Corporation
Bain Capital
JISSMBC Trust
Change Inc.
MtGox
SBI Shinsei Bank Ltd.
Work highlights
- Represented Mizuho Bank on its Pre-DIP financing to Marelli Holdings.
- Acted as trustee of MtGox Co., Ltd. in its bankruptcy.
- Assisted Change Inc., a listed company, in its investment in the distressed business of another listed company, Hope inc.
Japan > Risk management and investigations: Independent local firms Tier 1
The team at Nagashima Ohno & Tsunematsu is ‘hardworking and committed to excellent service,’ acting for clients in high-profile regulatory investigations and white-collar crime cases, specialising in compliance cases with a cross-border element. The sizeable team fields former judges, prosecutors, accountants, government officials, and PR specialists, and is well-equipped for a broad range of situations. Takayoshi Tao heads up the practice, with expertise in financial and securities regulations, accounting fraud and third-party investigations. Core team members include Daisuke Fukamizu, who focuses on white-collar crime, regulatory compliance, antitrust and corporate crisis management issues; Yoshihiko Matake , who has experience assisting multi-national clients with white-collar crime defence, export control and anti-corruption matters; and senior counsel Hideaki Kobayashi, who excels in corporate crisis cases. Ayumi Fukuhara and Tomohiro Hen, who handles regulatory and compliance investigations, enhance the team’s cross-border expertise, which is further supported by the promotion of John Lane to partner.Practice head(s):
Takayoshi Tao
Other key lawyers:
Yoshihiko Matake; Daisuke Fukamizu; Tomohiro Hen; Ayumi Fukuhara; John Lane; Takayuki Inoue; Hideaki Kobayashi
Testimonials
‘The team have been particularly good at bridging the gap between a Japanese client and Australian lawyers and the legal system. They have done so by having a team which includes both Japanese lawyers and lawyers from other parts of the world. That team works cooperatively, enabling them to effectively translate the requirements.’
‘The individuals I have worked with principally are Yoshihiko Matake, John Lane and Ayumi Fukuhara. I have found each of them to be excellent. They are hardworking and committed to excellent service for their clients, but also work with us cooperatively to obtain the best results for our clients. I would have no hesitation in recommending each of them to clients.’
Key clients
LINE Corporation
BIPROGY Inc.
Mitsubishi Electric
Kobe Steel, Ltd.
Tokyo Electron Ltd.
Kubota Corporation
FUJITEC CO., LTD.
OKWAVE, Inc.
SHINTO PAINT CO., LTD.
Hino Motors, Ltd.
Aida Engineering
Work highlights
- Managed an internal investigation of Hino Motors, Ltd. regarding violations of emissions and fuel efficiency regulations at the Japanese automobile manufacturer.
- Conducted a global investigation in relation to Mitsubishi Electric’s improper quality management practices.
- Conducted an investigation of FUJITEC CO., LTD. in relation to its corporate governance issues.
Japan > Tax: Independent local firms Tier 1
Nagashima Ohno & Tsunematsu’s tax team is led by the pre-eminent Yushi Hegawa, who frequently advises clients on tax controversy issues and tax audits. The practice is adept at assisting with the full gamut of tax issues, with recent work including advice on the tax implications of both domestic and international transactions, as well as advice on the 2023 Tax Reform. Other key members of the team include Takashi Saida and Shigeki Minami, who focuses his work on transfer pricing matters. Koichiro Yoshimura is an important contact for tax planning work, while Tsutomu Endo is particularly experienced in taxes surrounding the digital economy.Practice head(s):
Yushi Hegawa
Other key lawyers:
Testimonials
‘NO&T tax team is excellent in their technical merits and provide through analyses of Japanese tax law. Their advice is very extensive and profoundly in-depth.’
‘Koichiro Yoshimura and Yushi Hegawa are distinguished lawyers from the Japanese tax perspective.’
‘I believe that Koichiro Yoshimura is an excellent partner in Japan for tax. There were no precedent court cases for our case, but Yoshimura-sensei prepared convincing arguments and had an excellent strategy for winning.’
‘NO&T is a model of excellence in strategic legal and tax consulting. Their unique and innovative solutions, coupled with their superior approach to legal risk management, were not only astute, but specifically tailored to protect our interests. As a firm, NO&T goes beyond the traditional client-lawyer relationship and acts more as a valued, integral part of our team.’
‘The standout star among NO&T’s exceptional roster is Yushi Hegawa. His in-depth knowledge of tax law and innovative problem-solving methodologies consistently deliver successful results. Hegawa’s distinctive approach – unwavering dedication, strategic foresight and creativity under pressure – truly sets him apart from his peers. ‘
Key clients
NGK Insulators
Nissan Motor Co.
Ministry of Economy, Trade and Industry of Japan
Work highlights
- Represented NGK Insulators, Ltd. in tax litigation concerning the tax authority’s use of the residual profit-sharing method in connection with intercompany licensing.
- Represented Nissan Motor Co. in tax litigation concerning Japan’s Controlled Foreign Corporation regime, successfully securing a decision at the appellate court cancelling the entirety of the tax assessment in favour of the client.
- Assisted an international IT client in successfully securing an advance written ruling in favour of the client, confirming no permanent establishment will arise under Japanese tax law by registration under Japanese corporate law.
Japan > TMT: Independent local firms Tier 1
Hailed by clients as a 'beacon of legal excellence', the team at Nagashima Ohno & Tsunematsu maintains its stellar reputation for advising clients on M&A and corporate transactions within the tech industry, and is particularly skilled at handling space-related matters involving cross-border business collaborations, satellite services, space tourism, and space resource mining. The team is co-led by Soichiro Fujiwara and Keiji Tonomura, whose collective experience spans the full range of TMT related issues, having both advised international and domestic clients on matters concerning software, online gaming, metaverse, robotics, and healthtech. Ryo Okubois well known for his deep experience of the telecommunication, IT, and space industries.Practice head(s):
Soichiro Fujiwara; Keiji Tonomura
Other key lawyers:
Testimonials
‘NO&T is the epitome of strategic legal partnership. In the face of the extraordinary challenges of 2022, where the Japanese Ministry of Justice exerted unprecedented pressure on international IT companies, NO&T emerged as our resolute guardian, clearly demonstrating their strategic and practical superiority.’
‘Their unrivalled ability to navigate complex legal terrain enabled them to devise innovative, robust solutions that were precisely tailored to protect our interests. Their superior risk management approach wasn’t just brilliant, it was bespoke.’
‘NO&T is at the forefront of legal innovation, embracing the cutting-edge intersection of law and technology. They use advanced practices such as predictive data analytics to improve the accuracy of their legal services and streamline processes, giving them a futuristic edge. When it comes to collaboration, NO&T goes beyond the traditional client-lawyer dynamic and seamlessly integrates into our operations as a valued extension of our team.’
‘The real jewel in NO&T’s crown is Soichiro Fujiwara. His legal acumen and innovative problem-solving skills are a potent combination that consistently delivers successful results. His distinctive approach, characterised by unyielding commitment, strategic foresight and the ability to find creative solutions under pressure, is truly unique.’
‘We deeply admire and value Soichiro Fujiwara’s relentless passion, innovative thinking and unwavering commitment to our cause. In essence, the legal prowess of NO&T and the exceptional skills of Soichiro Fujiwara provide an unparalleled service characterised by expertise, innovation and client-focused dedication. Their exceptional work on our behalf is testament to their position as a beacon of legal excellence.’
‘Keiji Tonomura is very clever, has extensive experience in the area of TMT and provides exact legal analysis and good advice.’
Key clients
Airbnb
NTT Corporation
Fuji Media Holdings, Inc.
Toyota Motor Corporation
Mitsui Fudosan Co., Ltd.
Broadridge Financial Solutions
Maezawa Yusaku / Maezawa Fund
Space Compass Corporation
ispace, Inc.
Komatsu, Ltd.
Mitsubishi UFJ Financial Group, Inc.
Work highlights
- Advised and assisted Sony Group Corporation in its establishment of a joint venture company with HONDA Motor Co., Ltd. that engages in the sale of high-value-added electric vehicles and provides services for mobility.
- Advised and assisted ispace in successfully securing an award from NASA to send payloads to the far side of the moon and in its other space resource missions.
- Advised NTT Data Corporation, as lead counsel, on the acquisition of its 55% shares in NTT Inc. from Nippon Telegraph & Telephone Corporation.
Japan > Fintech - Independent local firms Tier 2
Noted for its ‘cross-departmental collaborations’, Nagashima Ohno & Tsunematsu leverages its longstanding expertise in the field of finance to assist major Japanese banks and financial institutions with fintech work; mobile payments, robotics process automation and blockchain technology stand out as areas of activity for the firm. The team is additionally well placed to advise on business collaborations, joint ventures and acquisitions in the fintech arena. The team is led by Taku Umezawa and Keiji Tonomura, with the former possessing deep experience of financial regulations and the latter described as being ‘at the forefront of creating new DAO laws in Japan’.Practice head(s):
Taku Umezawa; Keiji Tonomura
Testimonials
‘I was impressed by how well they coordinated cross-departmental collaborations.’
‘The laws surrounding cryptocurrencies are evolving rapidly worldwide, making it challenging to stay updated, and often necessitating policy changes. However, Keiji Tonimura, who was in charge of our case, is at the forefront of creating new DAO laws in Japan.’
‘Mr. Keiji Tonomura is excellent.’
Key clients
Mitsubishi UFJ Financial Group, Inc.
Toyota Financial Services Corporation
Work highlights
- Advised SoftBank Corporation on the restructuring to make PayPay a subsidiary of SoftBank.
Japan > Investment funds: Independent local firms Tier 2
Nagashima Ohno & Tsunematsu's practice, which is headed up by Hidetaka Mihara, is well known in Japan for being involved in matters related to private real estate funds including private REITS, and during 2022 and 2023, the firm also saw notable growth in its private equity fund and other alternative investment fund formation practices. Other key lawyers include cross-border fund expert Keiko Shimizu and Kensuke Suzuki, both of whom work on a range of fund formation and regulatory matters. The group also represents a number of J-REITs, and Takashi Itokawa is a go-to practitioner for matters in this space.Practice head(s):
Hidetaka Mihara
Other key lawyers:
Testimonials
‘Compared to other teams, they have deeper experience in working with J-REITs and are superior in terms of flexibility and the period of time it takes to resolve issues.’
Key clients
Integral Corporation
T Capital Partners
Z Energy Co. Ltd.
Invesco Group
GLP JReit
Activia Properties Inc.
Mitsui Fudosan Logistics Park Inc.
MCo Corporation
SevenSeas Advisors Co., Ltd.
Nippon BuildingFund Inc.
Work highlights
- Advised Ryobi Systems Co., Ltd on the establishment of a new fund management subsidiary (Ryobi Algo Tech Capital), and the formation of the client’s first corporate venture capital fund (Ryobi Systems Innovation Fund) managed by the new subsidiary.
- Advised an issuer on its global offering of GLP J-REIT investment units for international and domestic investors through an international accelerated book building.
- Advised JBIC IG Partners on the Japanese legal and regulatory aspects of the formation of ff Red & White, an investment fund the client jointly manages with its joint venture partner, ff Venture Capital.
Nagashima Ohno & Tsunematsu > Firm Profile
The firm: Nagashima Ohno & Tsunematsu, based in Tokyo, Japan, is widely recognized as a leading law firm and one of the foremost providers of international and commercial legal services. In representing its leading domestic and international clients, the firm has successfully structured and negotiated many of the largest and most significant corporate, finance and real estate transactions related to Japan. The firm has extensive corporate and litigation capabilities spanning key commercial areas such as antitrust, intellectual property, labor and taxation. It is known for path-breaking domestic and cross-border risk management/corporate governance cases, such as fraud investigations and white-collar criminal defence, and for handling insolvency and restructuring proceedings including large-scale corporate reorganizations. In order to deliver optimal service and value to its clients, the approximately 600 lawyers of the firm, including about 50 experienced lawyers from various jurisdictions outside Japan, work together in customized teams to provide the expertise and experience specifically required for each client matter.
The firm has a vast network of relationships with foreign companies and law firms that provide it with a unique perspective when representing clients in international deals. Its overseas network includes locations in New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi, Jakarta* and Shanghai. The firm also maintains collaborative relationships with prominent local law firms throughout Asia and other regions. The firm regularly handles and coordinates matters involving complex legal issues in a number of Asian jurisdictions. As a pioneering Japanese law firm that has established its presence in New York, the firm’s activities in the United States and throughout the Americas and Europe are expanding rapidly. The firm strives to meet the needs of both its international clients operating in Japan and Asia and its domestic clients operating outside Japan or seeking to expand their operations overseas.
(*Associate office)
Areas of practice: Nagashima Ohno & Tsunematsu has structured and negotiated many of Japan’s largest and most significant corporate and finance transactions, and has extensive litigation expertise spanning key commercial areas. We also have tremendous experience in the international arena.
- Corporate
- M&A
- Finance
- Global Investigations/crisis management/compliance
- Restructuring and insolvency
- Dispute resolution
- Labor and employment
- Real estate and REITs
- Intellectual property
- Antitrust and competition
- Tax
- Wealth management/succession planning
- Infrastructure/energy/environment
- Pharmaceutical and healthcare
- Hospitality
- Technology
- Media/entertainment and sport
- Data protection and privacy
- Consumer law
- International trade and commerce, and economic sanction
- Global practice
For more information, please visit the firm’s website.
Main Contacts
Department | Name | Telephone | |
---|---|---|---|
Partner | Motohiro Yanagawa | ||
Partner | Yushi Hegawa | ||
Lawyer Profiles
Photo | Name | Position | Profile |
---|---|---|---|
Mr Nobuhiro Anzai | Partner | View Profile | |
Mr Shinichi Araki | Partner; Main area of his work is capital markets, including debt, equity… | View Profile | |
Mr Kei Asatsuma | Partner. His practice focuses on complex business transactions, including M&A, divestitures, spin-offs,… | View Profile | |
Mr Tsutomu Endo | Partner | View Profile | |
Mr Yutaro Fujimoto | Energy, Project Finance, Environmental Law | View Profile | |
Mr Hiroshi Fujiwara | Partner | View Profile | |
Mr Soichiro Fujiwara | View Profile | ||
Mr Daisuke Fukamizu | Partner | View Profile | |
Mr Masayuki Fukuda | Securitization/Structured Finance/Trust; Banking; Asset Management/Fund; Real Estate Transactions; Real Estate Investment/Real Estate… | View Profile | |
Kosuke Hamaguchi | General Corporate, Corporate Governance, Mergers and Acquisitions (M&A), Risk and Crisis Management/Compliance,… | View Profile | |
Ms Kaoru Hattori | Antitrust/Competition Law Advice, Antitrust Litigation/Investigation, Merger Control, Unreasonable Premiums and Misleading Representation… | View Profile | |
Mr Yushi Hegawa | Partner, specializing in taxation; tax advice and planning; tax controversy and litigation. | View Profile | |
Mr Tomohiro Hen | Partner | View Profile | |
Mr Takao Higuchi | Main area of practice is banking, energy, infrastructure and other projects (including… | View Profile | |
Mr Rintaro Hirano | Partner | View Profile | |
Mr Shinsuke Hiratsu | Partner | View Profile | |
Mr Shinichiro Horaguchi | Partner | View Profile | |
Mr Kenji Horiuchi | Partner: Mr. Horiuchi focuses on corporate restructuring and reorganization in the broadest sense:… | View Profile | |
Ms Mami Ikebukuro | Partner | View Profile | |
Mr Yoshitoshi Imoto | Yoshitoshi Imoto is a partner at Nagashima Ohno & Tsunematsu. He advises… | View Profile | |
Mr Hiroto Inoue | PartnerPractice focuses on real estate-related matters including real estate funds, real estate… | View Profile | |
Mr Satoshi Inoue | Banking; Securitization/Structured Finance/Trust; Financial Regulations/Fund Management; Restructuring/Insolvency | View Profile | |
Mr Hiroki Inoue | M&A, including public tender offers, LBO/MBO, joint ventures, general corporate work, and… | View Profile | |
Ms Miyuki Ishiguro | Partner specialised in capital market transactions. Main area of work is domestic… | View Profile | |
Mr Hiroyuki Ishizuka | Main area of practice are financing/capital market transactions and corporate law, including… | View Profile | |
Mr Takashi Itokawa | Partner; Main area of work is finance transactions and the relevant regulatory… | View Profile | |
Mr Tomohiko Iwasaki | Partner | View Profile | |
Mr MASANORI KAWAI | Partner | View Profile | |
Mr Masatsura Kadota | Partner; Main area of work is capital markets and corporate law, including… | View Profile | |
Mr Yosuke Kanegae | Yosuke Kanegae has been involved principally in the area of Restructuring/Insolvency, Mergers… | View Profile | |
Mr Shiro Kato | Partner | View Profile | |
Mr Terukazu Katsuyama | Partner | View Profile | |
Mr Sosuke Kimura | Partner. Sosuke Kimura is a career-long expert in the capital markets industry,… | View Profile | |
Mr Hisaya Kimura | Risk and Crisis Management/Compliance, Restructuring/Insolvency, Environmental Disputes, Employment Law Advice, Employment Disputes,… | View Profile | |
Mr Takahiro Kitagawa | Partner. He specializes in handling real estate and capital markets related matters.… | View Profile | |
Mr Nobuaki Kobayashi | Mr. Kobayashi has a wealth of practical experience handling high-profile insolvency and… | View Profile | |
Mr Yoshinobu Koyama | Real Estate Investment/Real Estate Securitization, Real Estate Transactions, J-REITs, Pharmaceutical and… | View Profile | |
Dr Axel Kuhlmann | Foreign Law Partner Gaikokuho Jimu Bengoshi | View Profile | |
Mr Yoshihiko Matake | Partner of NO&T’s crisis management and compliance practice team. His main area… | View Profile | |
Mr Shunji Matsuda | IP Transactions, Media, Entertainment and Sport, IP Disputes, IT and Telecommunications, General… | View Profile | |
Mr Shinichi Matsui | General Corporate; Corporate Governance; Banking; Project Finance; Insurance; Risk and Crisis Management/Compliance;… | View Profile | |
Mr Hidetaka Mihara | Capital markets transactions of Listed Companies and J-REITs, including IPOs, follow-on offerings… | View Profile | |
Mr Jiro Mikami | Banking; acquisition finance, asset-based finance; project finance, structured finance; real estate; corporate,… | View Profile | |
Mr Shigeki Minami | Mergers and Acquisitions (M&A); Tax Practice; Tax Advice and Planning; Tax Controversy | View Profile | |
Mr Hiroshi Mitoma | His practice focuses on M&A and corporate transactions, including rehabilitation of financially… | View Profile | |
Mr Yuichi Miyashita | Partner. Mr. Miyashita handles a wide variety of capital market transactions, including… | View Profile | |
Mr Takashi Miyazaki | Partner practicing Corporate, M&A and Banking. | View Profile | |
Mr Kyohei Mizukoshi | Partner. His practice focuses on capital market transactions, including IPOs, equity and… | View Profile | |
Mr Oki Mori | Dispute Resolution (Consumer Litigation, Civil and Commercial Disputes, Employment Disputes, Tax Disputes,… | View Profile | |
Mr Satoshi Moriguchi | Asia, China, North America and Latin America, General Corporate, Corporate Governance, Mergers… | View Profile | |
Mr Tohru Nakajima | General Corporate, Mergers and Acquisitions (M&A), Private Equity/Venture Capital, IP Transactions, Pharmaceutical and… | View Profile | |
Mr Shuichi Nishimura | Corporate/M&A | View Profile | |
Ms Yoshimi Ohara | Partner | View Profile | |
Mr Makoto Ohnuma | Partner | View Profile | |
Mr Takahiro Oishi | Partner | View Profile | |
Mr Tomohiro Okawa | Tomohiro Okawa is a partner at the Tokyo office of Nagashima Ohno… | View Profile | |
Mr Kohei Okawa | Kohei Okawa has mainly been involved in restructuring and insolvency cases and… | View Profile | |
Mr Kei Okubo | Partner | View Profile | |
Mr Ryo Okubo | Private Equity, M&A, Acquisition Finance, Corporate, TMT, Space | View Profile | |
Mr Keitaro Oshimo | Financial Service Regulations; (Re)Insurance Transactions | View Profile | |
Mr Ichiro Oya | Partner, specializing in capital markets; securitization/structured finance/trust; real estate investment/real estate securitization | View Profile | |
Mr Makoto Saito | Corporate/M&A; General Corporate; Mergers and Acquisitions (M&A); Private Equity/Venture Capital; Securitization/Structured Finance/Trust;… | View Profile | |
Ms Keiko Shimizu | Partner practicing Financial Regulations and Fund Management, including provide advice on regulations… | View Profile | |
Mr Tsuyoshi Shimizu | PartnerHis practice focuses on: General Corporate; Mergers and Acquisitions (M&A); Corporate Governance;… | View Profile | |
Mr Yoshifumi Shimoda | Partner | View Profile | |
Ms Akemi Suzuki | Partner | View Profile | |
Mr Kensuke Suzuki | Pharmaceutical, Medical and Health Care; Financial Regulations; Asset Management/Fund Business; Corporate/M&A | View Profile | |
HIRONOBU TSUKAMOTO | Dispute Resolution; Employment and Labor Practice; Risk and Crisis Management | View Profile | |
Mr Hiroshi Tago | General Corporate, Corporate Governance, Mergers and Acquisitions (M&A), Risk and Crisis Management/Compliance,… | View Profile | |
Mr Kazuki Tahara | Partner | View Profile | |
Mr Shunpei Tanaka | Real Estate and J-REITs; Infrastructure; General Corporate (including corporate governance, compliance); Mergers… | View Profile | |
Mr Keiji Tonomura | Mergers and Acquisitions (M&A); IP Transactions; IT and Telecommunications; Media, Game, Entertainment… | View Profile | |
Mr Kenji Tosaki | Dispute Resolution; IP, IT and Entertainment; IP Transactions; IP Litigation; General Corporate | View Profile | |
Mr Kazuo Tsuiki | M&A, corporate governance, overseas support services, environmental law and general corporate. | View Profile | |
Mr Takashi Tsukioka | Partner (Banking, Capital Markets, Securitization/Structured Finance, Derivatives, Infrastructure) | View Profile | |
Mr Taku Umezawa | Financial Regulations (Banking Act, Financial Instruments and Exchange Act, Insurance Business Act) | View Profile | |
Mr Kenji Utsumi | Partner of Real Estate and J-REITs, Pharmaceutical and Health Care | View Profile | |
Mr Atsushi Yamashita | Partner:Practicing in the capital markets area and providing advice relating to offering… | View Profile | |
Mr Motohiro Yanagawa | Specializing in Securitization, Structured Finance, Corporate Finance and Trust practice, as well… | View Profile | |
Mr Koki Yanagisawa | Dispute Resolution; Employment and Labor Practice; Antitrust Practice; General Corporate; Risk and… | View Profile | |
Mr Koichiro Yoshimura | Partner | View Profile |
Staff Figures
Number of lawyers : 603 (as of January 1, 2024)Languages
Japanese English Chinese French German Dutch Thai Vietnamese Indonesian Filipino Malay Hindi Korean Spanish Portuguese RussianDiversity
Probono:
In addition to our commitment to providing the highest quality legal services to our clients, at Nagashima Ohno & Tsunematsu (“NO&T”), we also consider the performance of public service (pro bono) activities by our lawyers to be an extremely important part of our greater social responsibility to protect basic human rights and to realize social justice.
We, therefore, actively participated in public service activities in a number of ways. For instance, our lawyers actively engage in the training of the younger generation of legal professionals by teaching as adjunct law school professors at Japanese universities, law schools, or other similar institutions, and are also dispatched to Japan’s ministries and governmental organizations to support their legislative and/or administrative activities. Our lawyers also serve as public defenders appointed by the court in designated court cases, or assigned by the bar association to counsel suspects prior to their being formally charged. We assist in providing legal consultation services and participate in other committee activities provided by the bar association or other similar organizations.
NO&T’s other pro bono activities have included the following:
- Support for “Japan-Ukraine Education Pathways” programs offered by Pathways Japan;
- Assistance in relation to Applications for Recognition of Refugee Status (referrals from the Japan Association for Refugees);
- Participation in preparing an opinion on Partnership Oath System proposed by Tokyo Metropolitan Government;
- Legal representation in same-sex marriage lawsuit and other assistance in such lawsuit;
- Participation in preparing English translations of LGBTQ-related rulings in Japan;
- Examination and review of the LGBT-related policies of local governments;
- Various activities for LLAN (Lawyers for LGBT and Allies Network);
- Participation in the Asia Pacific Initiative investigation into the government’s response to COVID-19;
- Supervision of the publication of “Kodomo Roppou” (the Statute Book for Children);
- Provision of legal services to TELL, which responds to the community’s mental health care needs;
- Provision of legal services to the Japanese branch of Médecins du Monde Japan;
- Contract-related support for an NGO focused on climate change initiatives;
- Activities related to a pro bono network of business lawyers in Japan; and
- Human Rights Network activities.
Award
NO&T was shortlisted for Pro Bono National Firm at the Women in Business Law Award Asia-Pacific 2023, hosted by Delinian Limited.
Diversity and Inclusion:
In order to ensure our commitment to Diversity and Inclusion, we established the NO&T Diversity & Inclusion Policy with the aim of enabling lawyers and staff with diverse backgrounds to collaborate to provide legal services of the highest quality, and to assist in realizing a society that values diversity.
We have implemented the following initiatives to promote Diversity & Inclusion.
Diversity & Inclusion Committee
In 2024, we reinforced our commitment and dedication to diversity and inclusion through the significant step of transforming our special task force teams that were established to enhance “Diversity & Inclusion” and “Work Style Reform and Diversity” into a unified “Diversity & Inclusion Committee.” This strategic move consolidates and strengthens a variety of efforts and measures to actively promote and foster gender diversity, life-work balance, multi-cultural and multi-national representation, accessibility for people with disabilities, and equal and fair treatment of the LGBTQ+ community. The Committee regularly reviews and implements measures to further enhance diversity and inclusion.
Initiatives for LGBTQ
We have also taken the initiatives below for LGBTQ:
- We fully endorsed the ACCJ (American Chamber of Commerce in Japan)’s Viewpoint on marriage equality titled “Support the Recruitment and Retention of Talent by Instituting Marriage Equality in Japan.”
- Same-sex marriage partners are treated equally with legal spouses concerning benefits such as congratulatory and condolence payments, congratulatory and condolence leave, and maternity leave.
- We invite outside speakers to provide training on LGBTQ issues in order to promote understanding.
- We launched an ally registration site on our intranet and distributed a rainbow sticker to those who registered as allies, which signifies that they are allies.
NO&T was ranked “Gold” in the 2023 PRIDE Index of “work with Pride,” a general incorporated association that supports the promotion and establishment of diversity management related to LGBTQ+ and other sexual minorities.
Global Diversity
We have been actively recruiting lawyers of different races, nationalities, and backgrounds.
Awards
NO&T was recognized as the winner in the Local Law Firm category of Morgan Stanley’s Asia Pacific Outside Counsel Diversity & Inclusion Awards for 2023 for its commitment to diversity, equity, and inclusion.
NO&T was shortlisted for:
- Diverse Women Lawyers National Firm at the Women in Business Law Awards Asia-Pacific 2023, hosted by Delinian Limited;
- Gender Diversity National Firm and Work-Life Balance National Firm at the Women in Business Law Awards Asia-Pacific 2022, hosted by Euromoney Legal Media Group.;
- Asian Diversity Initiative of the Year at the Asia Legal Awards 2022, hosted by Law.com International; and
- Diversity and Inclusion Law Firm of the Year at the ALB Women in Law Awards 2021, which is organized by Asian Legal Business
NO&T was listed as one of the ten law firms in Japan making strides in furthering Diversity and Inclusion (D&I) in Japan’s legal industry in “ALB Japan D&I List 2022,” published in the February 2022 issue of Asian Legal Business (ALB), Japan edition.
In addition, NO&T received the “L Star Award” (eru boshi) from the Ministry of Health, Labour and Welfare of Japan, which is a highly reputable award given to business enterprises that provide women workers with the most excellent recruiting process, working conditions, promotion process, among others and so on.
Domestic Language Profile
Japanese Profile:
長島・大野・常松法律事務所は、約600名の弁護士が所属する日本有数の総合法律事務所であり、東京、ニューヨーク、シンガポール、バンコク、ホーチミン、ハノイ、ジャカルタ及び上海に拠点を構えています。
当事務所は、日本のリーディングファームとして数々の大型案件を手掛け、あらゆる分野の法律問題に対応してきた実績に基づき、企業が必要とする様々なリーガルサービスをワンストップで提供できる体制を整えています。多岐にわたる分野の専門的知識と実績をもつ弁護士が機動的にチームを組み、質の高いアドバイスや実務的サポートを行っています。
業務分野:
コーポレート、M&A、ファイナンス、危機管理/リスクマネジメント/コンプライアンス、事業再生・倒産、紛争解決、労働法、不動産・REIT、知的財産、独占禁止法/競争法、税務、ウェルスマネジメント/事業承継、インフラ/エネルギー/環境、薬事・ヘルスケア、ホスピタリティ、テクノロジー、メディア/エンタテインメント・スポーツ、個人情報保護・プライバシー、消費者関連法、国際通商・経済制裁法・貿易管理、海外業務
Mandarin Profile:
长岛・大野・常松律师事务所是一家拥有大约600 名律师的日本顶级综合性律师事务所,在东京、纽约、新加坡、曼谷、胡志明、河内、雅加达以及上海均设有业务网点。
本事务所作为日本顶级律所,经办了多项大型案件,解决了涉及广泛领域的法律问题,并通过业务经验,构建了能为企业提供全方位一站式法律服务的体系。本事务所的律师具备多元化的专业知识和服务业绩,可灵活组建团队,切实为客户提供高质量的建议和实务操作支持。
业务领域:
公司、M&A、金融、危机管理/风险管理/合规性审查、经营重整和破产、争议解决、劳动法、房地产和REIT、知识产权、反垄断法和反不正当竞争法、税务、财富管理/企业继承、基础设施/能源/环境、医药和健康护理、招待、技术、传媒/娱乐和体育、个人信息及隐私保护、消费者权益相关法律、国际贸易、经济制裁和贸易管理、海外业务
Notable Cases
M&A/Private Equity
- Toshiba Corporation in its acquisition by a consortium led by Japan Industrial Partners, Inc.
- A consortium of JERA Co., Inc. and NTT Anode Energy Corporation in its acquisition of Green Power Investment Corporation from Pattern Energy Group LP
- The Nagano Bank, Ltd. in its business integration with The Hachijuni Bank, Ltd. through a share exchange
- Hitachi Construction Machinery Co., Ltd. in the sale of its controlling shares by Hitachi Ltd.
- PAG in its acquisition of the Huis Ten Bosch Theme Park
Banking & Finance and Capital Markets
- Toshiba Corporation in its issuance of new shares by way of third-party allotment to international investors
- Japan’s three mega-banks (Mitsubishi UFJ Financial Group, Inc., Mizuho Financial Group, Inc., and Sumitomo Mitsui Financial Group, Inc.) in their respective issuances of TLAC Compliant Senior Notes, including U.S. SEC registered notes
- Sony Group Corporation in its global offering of new shares and public offering of Convertible Bonds in Japan
- Toyota Motor Corporation in its issuance of First Series Model AA Class Shares (as co-counsel with other Japanese law firms)
- Mandated lead arrangers of project finance transactions involving the concessions of major airports in Japan, e.g., the Osaka and New Kansai International Airports and the Fukuoka Airport
Real Estate and J-REITs
- KKR & Co. Inc. in its JPY 230 billion acquisition of the entire share capital of Mitsubishi Corp. – UBS Realty Inc.
- Invesco Group in its defensive TOB for Invesco Office J-REIT, Inc., as a countermeasure against a hostile TOB initiated by Starwood Capital Group
Antitrust & Competition
- Booking.com B.V. in its JFTC investigation on a parity (MFN) clause, which ultimately ended with a commitment decision
- The Aomori Bank, Ltd. in its merger with The Michinoku Bank, Ltd., the first case utilizing the special statute for mergers of regional banks without the usual JFTC merger control
Compliance and Dispute Resolution
- Mitsubishi Electric in its global investigation and crisis management of improper quality management practices
- Dentsu Group Inc. in the investigation into its role in coordinating sponsorship for the Tokyo 2020 Olympic and Paralympic Games
- Novartis Pharma K.K. in its criminal defense against charges of data manipulation in Japan
Restructuring/Insolvency
- Mizuho Bank, Ltd. in its Pre-DIP financing to Marelli Holdings Co., Ltd.
- Trustee of MtGox Co., Ltd. in its newly commenced civil rehabilitation proceedings
- Takata Corporation in its global restructuring and sale of its global assets and operations to Key Safety Systems, Inc.
Intellectual Property
- Nintendo Co., Ltd. in copyright infringement and unfair competition prevention litigation against Maricar concerning its street go-kart business
TMT
- NTT Corporation in the establishment of a joint venture (Space Compass) with SKY Perfect JSAT Corporation that will launch a novel integrated space computing network
- Sony Group Corporation in the establishment of a joint venture with HONDA Motor Co., Ltd. that engages in the sale of high-value-added electric vehicles (EVs) and provides services for mobility
Tax
- Universal Music Group’s Japanese subsidiary, securing a first-ever landmark decision at the Supreme Court, rejecting the government’s application of Japanese business purpose/economic substance doctrine
- Shire plc, in its $62 billion share-for-share acquisition transaction by Takeda Pharmaceutical Company Limited (acted as Japanese counsel)
Press Releases
Announcing Appointment of New Managing Partner, Soichiro Fujiwara
5th January 2024 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that, effective January 1, 2024, we have appointed Soichiro Fujiwara as the new Managing Partner of our firm,Announcing New Partners and Counsel of NO&T
1st January 2024 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce its new partners and counsel as of January 1, 2024, as follows:NO&T hosts a reception celebrating the opening of its Jakarta Office
6th December 2023 On November 24, 2023, Nagashima Ohno & Tsunematsu (NO&T) hosted a reception in Jakarta to celebrate the opening of our Jakarta office.Tetsuro Shigeto joins Nagashima Ohno & Tsunematsu
1st November 2023 Tetsuro Shigeto joined Nagashima Ohno & Tsunematsu as a special advisor on November 1, 2023.Tadao Okamura joins Nagashima Ohno & Tsunematsu
16th June 2023 Tadao Okamura, Professor Emeritus of Kyoto University, joined Nagashima Ohno & Tsunematsu as a special advisor on June 16, 2023.Tetsuya Sogi joins Nagashima Ohno & Tsunematsu
3rd April 2023 Tetsuya Sogi, a former Superintending Prosecutor, Osaka High Public Prosecutors Office, joined Nagashima Ohno & Tsunematsu as a special advisor on April 1, 2023.Announcing New Partners, Foreign Law Partner and Counsel of NO&T
14th February 2023 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce its new partners, foreign law partner (*) and counsel as of January 1, 2023, as follows:Nagashima Ohno & Tsunematsu Commences Operations in Jakarta
14th February 2023 Nagashima Ohno & Tsunematsu (Chiyoda-ku, Tokyo, Japan; “NO&T”) is pleased to announce a new association with an independent Indonesian law firm IM & Partners under the name of “IM & Partners in association with Nagashima Ohno & Tsunematsu” as of February 1, 2023.NO&T joins the Human Capital Management Consortium
13th September 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that it has joined the Human Capital Management Consortium. The Human Capital Management Consortium was established on August 25, 2022, as a forum for sharing advanced examples of the practice of human capital management, discussing inter-company cooperation, and considering means for effective information disclosure. The Consortium has seven founders, including Kunio Ito, Director of the CFO Education and Research Center at Hitotsubashi University. The Ministry of Economy, Trade and Industry and the Financial Services Agency participate in the Consortium as observers. Amid the growing importance of human capital in corporate activities, NO&T endorses the purpose of establishing the Consortium and will contribute to efforts to implement corporate human capital management and effective information disclosure. Please click here for more information on the Human Capital Management Consortium. View original article here.August 25 2022
NO&T joins the Council for Sports Ecosystem Promotion
30th June 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that it has joined the Council for Sports Ecosystem Promotion as a general member company/organization.NO&T registers as Healthcare Innovation Hub Support Organization
15th April 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce its registration as a Support Organization of Healthcare Innovation Hub (commonly known as “InnoHub”).Announcing New Counsel of NO&T
8th April 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that the following four lawyers in the Singapore office became Counsel of the firm as of April 1, 2022:Yuko Miyazaki appointed as an International Judge of Singapore International Commercial Court
6th January 2022 Yuko Miyazaki was appointed as an International Judge of Singapore International Commercial Court (SICC) as of January 5, 2022.Announcing New Partners and Counsel of NO&T
5th January 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that the following ten lawyers became Partners of the firm as of January 1, 2022:Legal Developments
Recent Legal Developments in Japan for Fortifying Essential Infrastructure Services’ Resilience Against Cyber Threats
8th April 2024Introduction
In light of the escalating cyber threats in Japan during the year 2023, the Japanese National Police Agency (“JNPA”) has underscored the persistent prevalence of ransomware attacks, with a noteworthy increase in incidents related to a new form of ransomware known as “No-ware ransom”[1].Recent Reform of Japan’s Arbitration Act – Enforcement of the Order for Interim Measure and the Settlement Agreement through Mediation –
8th April 2024Introduction
April 21, 2023 saw the enactment of three laws arbitration- and mediation-related laws: the Law Partially Amending the Arbitration Act (Act No. 15 of 2023) (the “Amended Arbitration Act”),Practical notes regarding the 2023 amendments to the Renewable Energy Special Measures Act
13th December 2023I. Introduction
Following establishment of the FIT system in Japan, the introduction of renewable power generation facilities (mainly solar power generation) has been promoted and many new companies have entered the market.New Regulation on Stealth Marketing – Influence on Sports Marketing in Japan –
13th December 2023I. Introduction
With younger consumers increasingly turning to experiential rather than tangible products, sports marketing, including sponsorships, partnerships and endorsements, is becoming a more and more effective way for companies to market their products and services in Japan.Publication of the Guidelines for Corporate Takeovers
3rd October 2023I. Introduction
In Japan, recent years have seen an increase in public M&A deals involving competing proposals.Broader Notification Obligations with Respect to Terms and Conditions of Employment
3rd October 2023I. Introduction
With the March, 30, 2023 amendment to the Ordinance for Enforcement of the Labor Standards Act coming into effect on April 1, 2024, employers will have added obligations to notify employees of the terms and conditions of their employment.The Fundamental Framework of Government Support Measures for the Swift Realization of a Hydrogen and Ammonia-Based Society
26th September 2023I. Introduction
To achieve the early realization of a hydrogen and ammonia-based society within the country, it is crucial to swiftly establish a stable supply chain of hydrogen and ammonia,The Japanese Basic Hydrogen Strategy
15th September 2023 I. Introduction On June 6, 2023, the Renewable Energy and Hydrogen Ministerial Meeting revised the Basic Hydrogen Strategy for the first time in about six years. The Japanese government's plan, which envisions a significant investment exceeding 15 trillion Japanese yen over a period of 15 years by public and private sectors into the hydrogen and ammonia supply chain, has garnered significant attention.Amendment to the Arbitration Act
23rd June 2023 The amendment to the Arbitration Act of Japan (the “Arbitration Act”), passed by the Japanese Diet on April 21, 2023, will become effective within one year from the day of promulgation,“Customer Oriented Business Conduct” in the Forthcoming Amendment to the FIEA
23rd June 2023 On March 14, 2023, the Financial Services Agency of Japan (the “JFSA”) submitted to the Diet a bill (the “Bill”) for partial amendment of the Financial Instruments and Exchange Act of Japan (the “FIEA”) and the Act on Provision of Financial Services of Japan (the “Financial Services Act”).Looking Back on Shareholder Activism in Japan in 2022
24th March 2023 When it comes to the shareholder activism in Japan, 2021 was a dramatic year: after hostile takeover attempts by third parties,Utilization of Medical Data and Act on the Protection of Personal Information
24th March 2023I. Introduction
Medical data has the potential to revolutionize healthcare by enabling more personalized and effective treatments, improving patient outcomes, and reducing healthcare costs.
Japanese offshore wind energy: 2022 update and outlook
5th January 2023 Countries around the world are tackling the unprecedented dual challenge of achieving climate targets to halt the worst effects of global heating whilst ensuring the stable supply of energy. The Japanese Government is no exception and aims to make renewable energy a major source of electricity to achieve its goal of net-zero greenhouse emissions by 2050. A key component of the Japanese Government’s plan is the utilization of offshore wind energy. The Japanese Government is planning to facilitate the development of 10GW of offshore wind energy capacity by 2030 and possibly another 20GW-35GW capacity by 2040.Rulemaking developments for Level 4 autonomous driving
5th January 2023 On October 27, 2022, the National Police Agency of Japan (the “NPA”) issued drafts of amendments to Cabinet Orders and Ordinances (the “Draft Amendments”) under the Road Traffic Act (the “RTA”) for public comment. The Draft Amendments follow on from amendments made to the RTA, which were passed in April 2022, that introduced a framework to permit vehicles with Level 4 autonomous driving functionality to drive on public roads in Japan. The Draft Amendments include detailed rules with respect to Level 4 autonomous driving, such as the information required to be submitted to obtain the relevant permit, the requirements for individuals engaging in autonomous driving and the requirements for remote monitoring systems. The new rules relevant to Level 4 autonomous driving are scheduled to enter into force in April 2023. The Draft Amendments provide a clearer view of the regulatory framework under the amended RTA and may facilitate the development of autonomous transportation-related services in Japan. This article highlights a number of key points covered in the Draft Amendments.Recent trends in Chinese merger filing: Why does it take so long?
5th January 2023 Since the enactment of Chinese Anti-Monopoly Law (“AML”) in 2008, merger filings in China have become a common bottleneck for global M&A transactions due to the long time required for review and the difficulty in predicting the prospects for clearance. The implementation in 2014 of a simplified procedure available to transactions that satisfy certain market share thresholds or fall within certain circumstances, as well as the accumulation of experience by the State Administration for Market Regulation (“SAMR”), the Chinese antitrust authority, led to an overall improvement. However, in the past few years, several high-profile M&A transactions still needed significant time to obtain merger filing clearance in China despite utilizing the simplified procedure and having a relatively small impact on the Chinese market.Changes to rating algorithms used by online platform business operators may violate the Antimonopoly Act
12th October 2022 On June 16, 2022, the Tokyo District Court held that “Kakaku.com”, the operator of an online restaurant review and search platform, had abused its superior bargaining position and violated the Antimonopoly Act by improperly changing its restaurant rating algorithm.Trends and market standards regarding startup investment in Japan
12th October 2022 According to a recent survey [1], the amount of total funds raised by startups incorporated in Japan reached a record high and exceeded JPY 800 billion in 2021 (the total funding amount was just shy of JPY 90 billion in 2013). Despite the weakening economy and stock market, the pace does not seem to have slowed down in the first half of 2022 during which startups have been reported, in the same survey, to have raised more than JPY 400 billion. Although higher growth rates can be observed in some other regions of the world, the startup industry in Japan has continued to grow steadily during this decade.Developments in sustainability and corporate governance disclosure in Japan
12th October 2022 On June 13, 2022, the Working Group on Corporate Disclosure of the Financial System Council, an expert council established under the Financial Services Agency of Japan (the “Working Group”), published its report (the “Report”) regarding the proposed reformation of the corporate disclosure obligations of Japanese listed companies [1]. In the Report, the Working Group proposed (i) the strengthening of non-financial disclosures, including sustainability and corporate governance information, (ii) the revision of the quarterly disclosure system and (iii) the promotion of English language disclosures and other matters. In the months ahead, the Working Group will further discuss the forthcoming detailed rules and regulations regarding the corporate disclosure reformation based on the framework formulated in the Report. After the reformation, it is expected that an Annual Securities Report (“ASR”) or other periodical report issued by a Japanese listed company under the Financial Instruments and Exchange Act of Japan (the “FIEA”) will be required to contain detailed sustainability and corporate governance information.Sports Betting and E-sports in Japan
2nd September 2022 In recent years the worldwide global sports betting market has demonstrated rapid growth year on year and shows no sign of slowing down. For example, the total amount of sports betting in the United States in 2021 was estimated to have been USD 57.22 billion, an increase of approximately 164% from the previous year's total of USD 21.6 billion [1]. While there may be some opposition against proposals to legalize sports betting in Japan, including concerns about the effect on the integrity of sports competition and gambling addiction, the Japanese government is actively considering the pros and cons of permitting sports betting in Japan in order to keep up with the movement of the global market, increase revenues from professional sports and protect the image and likeness of clubs and athletes in professional sports in Japan. In that regard, in relation to the legalization of sports betting, the Ministry of Economy, Trade and Industry of Japan (METI) has begun preparations and the Japan Sports Agency established the Sports Future Development Council.JFTC merger review to increase reliance on 4c/4d-style internal documents
24th August 2022 On June 22, 2022, the Japanese Fair Trade Commission (the “JFTC”) published a document entitled “The Fair Trade Commission’s Practices Regarding the Submission of Internal Documents in Business Combination Reviews” (the “Guidelines”). The Guidelines signal a shift from the JFTC’s past practice in merger reviews in that, going forward, the JFTC may be more likely to request internal documents from parties involved in merger transactions to determine the merger’s potential impact on the market. The Guidelines indicate the JFTC’s intention to align with international practices, including the U.S. and the EU, in terms of not only the frequency of the requests for internal documents, but also the scope of the document requests. A key difference between Japan and other jurisdictions that parties must keep in mind when preparing internal merger documents is that Japan has no concept of legal attorney-client privilege. As a result, internal documents with attorney comments can be subject to a JFTC document request.Key takeaways for system vendors from the Japan Fair Trade Commission’s survey report on procurement of information systems by government offices
1st July 2022Introduction
On 8 February 2022, the Japan Fair Trade Commission (“JFTC”) published its “survey report on procurement of information systems by government offices” (“Report”)[1].Shareholder Meeting Digitalization in Japan
24th June 2022I. Introduction
While discussions about the digitalization of shareholder meetings have been gradually increasing in recent years, the COVID-19 pandemic has drastically accelerated the digital movement in Japan. On June 16, 2021, legislation came into force permitting listed companies to hold exclusively virtual shareholder meetings. Similarly, legislation allowing the electronic distribution of shareholder meeting materials is scheduled to enter into force on September 1, 2022.Progress in the Human Rights Due Diligence in Japan
24th June 2022I. Introduction
ESG is facing increased attention from various stakeholders, including regulators, investors and consumers, and among all, human rights, which is positioned as S in ESG, increases the need for due diligence in recent years. METI (The Ministry of Economy, Trade, and Industry) and MOFA (The Ministry of Foreign Affairs) conducted a survey last year regarding companies’ human rights due diligence, and it found that half of Japan’s publicly traded companies do not do due diligence on human rights. Of those who do not, around 30% said they do not know how to conduct such investigations. Since the survey was limited to listed companies and the response rate was not high, it is likely that many more Japanese companies have not actually conducted due diligence. However, with the upcoming guidelines (as described below) and European legislation, Japanese companies will be more required to perform human rights due diligence.Loan Refinancing in Japan by way of Amendment and Restatement
24th March 2022I. Introduction
Refinancing can be a good option for parties seeking to gain improved terms and conditions of existing loan arrangements. For example, in order to achieve a better gearing ratio and partial return of capital, a borrower of the project financing of a power plant might consider refinancing for the purposes of lowering the interest rate and the required DSCR after a certain period of time following the commencement of the operation given that the risk profile of the operational phase is different from the development phase.Whistleblowing Systems Required by the Amended Whistleblower Protection Act
24th March 2022I. Introduction
The importance of robust internal whistleblower systems has been highlighted recently in Japan with a number of large-scale corporate misconduct being identified through whistleblowing reports. Since one of the most important aspects of corporate crisis management is to detect and rectify compliance incidents as soon as possible, establishing an effective whistleblowing system is crucial for many, if not all, business operators. Against this background, on June 12, 2020, a partial amendment (the “Amendment”) to the Whistleblower Protection Act (the “Amended Act”) was promulgated. The objective of the Amendment is to strengthen the protection of whistleblowers and facilitate more proactive reporting. The Amendment will take effect on June 1, 2022. While the Amendment has a wide scope, two areas of particularly importance are (i) the mandatory[1] establishment of internal systems to enable business operators to appropriately respond to public interest whistleblowing reports[2], and (ii) the designation of persons responsible for responding to public interest whistleblowing reports.II. Mandatory Establishment of Internal Systems to Enable Business Operators to Appropriately Respond to Public Interest Whistleblowing Reports
Article 11 (2) of the Amended Act requires business operators to establish internal systems and take other measures necessary to respond appropriately to public interest whistleblowing reports. According to the guidelines issued for the appropriate and effective implementation of measures to be taken by business operators pursuant to Article 11, Paragraphs 1 and 2 of the Whistleblower Protection Act (the “Guideline”), those systems and measures are largely divided into three elements (i) systems to respond to whistleblowing reports across divisions and departments, (ii) systems to protect whistleblowers, and (iii) measures to ensure the effective function of the whistleblowing systems. (i) Systems to Respond to Whistleblowing Reports Across Divisions and Departments A business operator shall (i) establish an internal whistleblowing contact (the “Contact”) and clearly specify the departments and persons in charge of receiving whistleblowing reports from the Contact, conducting investigations, and taking the necessary measures to rectify the misconduct specified in the whistleblowing report; (ii) take measures to ensure independence in cases where management is suspected of having involvement in the reported misconduct; (iii) conduct necessary investigations unless there are justifiable grounds not to commence an investigation; and (iv) take measures not to involve persons who are related to the case and to eliminate any conflicts of interest. (ii) Systems to Protect Whistleblowers A business operator shall take measures to prevent disadvantageous treatment against whistleblowers, including, but not limited to, taking disciplinary action or other appropriate measures when disadvantageous treatment occurs. A business operator shall also develop systems to prevent employees and officers from sharing information contained in whistleblowing reports outside of the necessary scope and shall take appropriate remedial and restorative measures in the event of improper information sharing. (iii) Measures to Ensure the Effective Function of the Whistleblowing Systems A business operator shall (i) provide education and training regarding the Amended Act and whistleblowing systems to employees, officers and retirees, (ii) in cases where a whistleblower report is received in writing, promptly notify the whistleblower of the remedial measures implemented to address the reported facts, to the extent that doing so does not hinder the proper execution of business and the protection of the confidentiality, credibility, reputation and privacy of the parties involved, (iii) take measures concerning the retention, review and improvement of whistleblowing records, and the disclosure of the operating results of the whistleblowing systems. Additionally, the elements required to be taken by the Guideline shall be reflected in a business operator’s internal rules and the business operator shall operate in accordance with those rules.III. Designation of Persons Responsible for Responding to Public Interest Whistleblowing Reports
Article 11 (1) of the Amended Act requires business operators to designate a person (the “Designated Person”) to receive whistleblowing reports, conduct investigations into the reported facts, and engage in initiatives to implement remedial measures to address the results of the investigations[3]. If in the course of their work, the Designated Person becomes aware of certain information that would allow them to identify the whistleblower, the Designated Person becomes subject to a strict duty of confidentiality, which, if violated, would subject the Designated Person to potential criminal penalties composed of a monetary fine of not more than JPY 300,000. The introduction of such a duty of confidentiality can be regarded as a major revision in Japanese practice and, thus, it is necessary to include in the internal rules that the business operator shall clearly notify the Designated Person of their duties and obligations. Notwithstanding the above, under Article 12 of the Amended Act, disclosure by the Designated Person of the protected information does not constitute a violation of the duty of confidentiality if there is a "justifiable reason" for such disclosure. It can be reasonably assumed that there would be a "justifiable reason" in cases where the whistleblower has given his or her consent, or where information is shared with persons who require such information for the purpose of conducting the investigation.IV. Comments
While many business operators may have already established an internal whistleblowing system, the introduction of the Amended Act and the Guideline is a timely reminder for business operators to review their internal practices. As the whistleblowing system constitutes an extremely important part of a company's compliance system, it is important for each business operator to examine its specific arrangements by referring to the Amended Act and the Guidelines to ensure its processes are compliant and in line with best practice. View original article here.[1] Business operators with 300 or less employees on a regular basis are only obligated to make an effort to meet those requirements. [2] Public interest whistleblowing reports mean whistleblowing reports that fall under the category of Public Interest Whistleblowing Report provided for in Article 3, Item 1 and Article 6, Item 1 of the Amended Act. [3] Business operators with 300 or less employees on a regular basis are only obligated to make an effort to appoint a Designated Person.
Japan’s Economic Sanctions against Russia
24th March 2022I. Introduction
In light of the current conflict between Russia and Ukraine, the Japanese government has implemented various economic sanctions against Russia based on the Foreign Exchange and Foreign Trade Act of Japan (the “Foreign Exchange Act”). Japan’s economic sanctions have been implemented in concert with many western industrialized countries and regions (such as the US, the EU and the UK), and consist of, among others, import/export restrictions, the freezing of assets of certain individuals and entities, and a prohibition on issuing or circulating certain securities.Legal Briefings
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Major real estate investment structures in Japan
Introduction A weak Yen and other factors continue to attract overseas investors to the Japanese real estate market. While this investment can take many forms, two of the most common financing structures are GK-TK and TMK (as defined in the graphics). J-REITs are often used for large-scale portfolios, but because of this structure’s longer timeline …
Comparative Guides
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Japan: Capital Markets
Published: July 2023
Authors: Sosuke Kimura Miho Susuki
This country-specific Q&A provides an overview of Capital Markets laws and regulations applicable in Japan.
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Japan: Class Actions
Published: June 2023
Authors: Oki MoriKiyoshi SudoMai Umezawa
This country-specific Q&A provides an overview of Class Actions laws and regulations applicable in Japan.
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Japan: TMT
Published: July 2023
Authors: Keiji TonomuraMinh Thi Cao KoikeHiroya Nadamoto
This country-specific Q&A provides an overview of TMT laws and regulations applicable in Japan.
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Japan: Intellectual Property
Published: September 2023
Authors: Kenji Tosaki
This country-specific Q&A provides an overview of Intellectual Property laws and regulations applicable in Japan.
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Japan: Patent Litigation
Published: November 2023
Authors: Kenji Tosaki
This country-specific Q&A provides an overview of Patent Litigation laws and regulations applicable in Japan.
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Japan: Construction
Published: April 2023
Authors: Shinichiro HoraguchiYoshinobu KoyamaYoshihisa Watanabe
This country-specific Q&A provides an overview of Construction laws and regulations applicable in Japan.
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Japan: Real Estate
Published: December 2023
Authors: Shinichiro HoraguchiYoshinobu KoyamaYoshihisa WatanabeMasato Kumeuchi
This country-specific Q&A provides an overview of Real Estate laws and regulations applicable in Japan.
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Japan: Securitisation
Published: March 2024
Authors: Masayuki FukudaMotohiro YanagawaHideaki Suda
This country-specific Q&A provides an overview of Securitisation laws and regulations applicable in Japan.
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Japan: Life Sciences
Published: March 2024
Authors: Yoshinobu KoyamaMasato Kumeuchi Masanori Tosu Shin Koike
This country-specific Q&A provides an overview of Life Sciences laws and regulations applicable in Japan.
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Japan: Mergers & Acquisitions
Published: February 2024
Authors: Kei AsatsumaShuichi Nishimura
This country-specific Q&A provides an overview of Mergers & Acquisitions laws and regulations applicable in Japan.
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Japan: Product Liability
Published: April 2024
Authors: Junichi IkedaTakayuki FujiiMai Nishigori
This country-specific Q&A provides an overview of Product Liability laws and regulations applicable in Japan.
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Japan: Doing Business In
Published: April 2024
Authors: Shuichi NishimuraTsutomu Endo Makoto Ohnuma Takuo Higashino
This country-specific Q&A provides an overview of Doing Business In laws and regulations applicable in Japan.
- Antitrust and competition: Independent local firms
- Banking and finance: Independent local firms
- Capital markets: Independent local firms
- Corporate and M&A: Independent local firms
- Dispute resolution: Independent local firms
- Intellectual property: Independent local firms
- Labour and employment: Independent local firms
- Private wealth: Independent local firms
- Projects and energy: Independent local firms
- Real estate and construction: Independent local firms
- Restructuring and insolvency: Independent local firms
- Risk management and investigations: Independent local firms
- Tax: Independent local firms
- TMT: Independent local firms