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Corporate and M&A: Independent local firms in Japan

Anderson Mori & Tomotsune

The corporate M&A practice at Anderson Mori & Tomotsune has a diverse client base, which includes private equity funds, international financial institutions, pharmaceuticals companies and manufacturers. Alongside handling domestic corporate work for Japanese clients, the practice regularly advises on cross-border investments, corporate restructurings, joint ventures, and mergers and acquisitions. The team is jointly led by Hiroki Kodate and Keiko Kaneko, who are both highly experienced in assisting domestic and international clients in heavily regulated sectors. Support is provided by Ko Wakabayashi and Keita Tokura on corporate governance matters, general corporate work, and international transactions, as well as M&A dispute resolution.

Practice head(s):

Hiroki Kodate; Keiko Kaneko


Other key lawyers:

Ko Wakabayashi; Keita Tokura


Key clients

Bain Capital, LLC


Sumitomo Mitsui Financial Group


KJR Management


DAIBIRU CORPORATION


Japan Industrial Partners, Inc.


Sumitomo Mitsui Finance and Leasing Company


Shinoken Group. Co.


Polaris Capital Group Co.


Aso Corporation


Chukyo Bank, Ltd


KITO CORPORATION


IBIDEN CO.


Hamamatsu Photonics K.K.


TOA Oil Co.


EDION Corporation


Tier IV, Inc.


KOKUYO Co.


Sumitomo Precision Products Co.


Work highlights


  • Advised Japan Industrial Partners, Inc. in the structuring, negotiating and drafting of the relevant transaction documentations in its acquisition of 26% of the voting shares in Hitachi Construction Machinery Co. with Itochu Corporation.
  • Acted as the lead counsel for SMFG in a deal which involved the client entering into a comprehensive capital and business alliance with SBI Holdings.
  • Advised Polaris Capital Group Co. on acquiring the majority of shares in WELLOFF Group through share transfer from its founder.

Mori Hamada & Matsumoto

Mori Hamada & Matsumoto’s corporate practice is lauded by clients for its ‘extremely high performers‘ and for being ‘reliable in difficult situations‘. Practice heads Hajime Tanahashi and Gaku Ishiwata have specialisms within private equity and venture financing, while the wider practice is able to assist clients with matters such as corporate restructurings, cross-border acquisitions, international mergers, joint ventures, squeeze-out transactions, and shareholder activism. The team, which also includes notable contacts Akira Matsushita and Atsushi Oishi, has a particular strength in the technology sector, as well as experience within the manufacturing, banking, financial services, pharmaceuticals and energy industries. Norihito Sato is commended for providing ‘thoughtful and practical solutions’ for clients.

Practice head(s):

Hajime Tanahashi; Gaku Ishiwata


Other key lawyers:

Akira Matsushita; Atsushi Oishi; Norihito Sato; Yoshihiro Kojima; Masaaki Hirota


Testimonials

‘The firm expertly handled the negotiations with their knowledge, experience, and skill in crafting creative solutions to accommodate and satisfy the needs of all parties, while taking care to protect our interests.’

‘Strong ability to communicate with customers and team strength to respond to diverse customer needs.’

‘Norihito Sato has deep knowledge of the customer’s industry and a strong ability to communicate with customers.’

‘They have lots of lawyers with M&A experience, and are reliable in difficult situations.’

‘Yoshihiro Kojima and Masaaki Hirota are outstanding. Both of them know our investment banking business well, and are very reliable “partners” in M&A advisory situations.’

‘Norihito Sato is very good at coming up with thoughtful and practical solutions to accommodate the different parties, while making sure to protect our interests.’

‘They are extremely high performers for tough negotiations with the counter party, providing high level scheme and negotiation strategies, and preparing contract drafts in a timely manner.’

Key clients

Softbank Group Corp.


Hitachi


Morgan Stanley MUFG Securities


Mitsubishi UFJ Financial Group


Nomura Securities Co.


Houlihan Lokey


Z Holdings Corporation


Mitsubishi Motors Corporation


UBS Asset Management AG


The Crosby Group


Work highlights


  • Advised on the investment by Mizuho Financial Group in Rakuten Securities.
  • Advised on KKR’s acquisition of Hitachi Transport System.
  • Advised on the acquisition of one of the largest real estate asset managers in Japan, Mitsubishi Corp.-UBS Realty, by KKR from Mitsubishi and UBS Asset Management.

Nagashima Ohno & Tsunematsu

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:

Tomohiko Iwasaki; Shuichi Nishimura; Takahiro Oishi; Wataru Matsumoto


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.

Nishimura & Asahi

The corporate department at Nishimura & Asahi is jointly led by Yoshinobu Fujimoto, who is known for his work on cross-border mergers and acquisitions, and Asa Shinkawa, who is the name to note for private equity matters. Other work the practice undertakes includes joint ventures, strategic planning, closing procedures, and business integrations. Hiroshi Uchima is adept at advising on large and complex transactions, while Yuji Shiga is particularly experienced in risk management and international transactions. Masaki Hosaka, Yo Ota and Yuki Oi are other key members of the team, with specialisms including advice within the industrial and financial sectors as well as proficiency in matters involving international private equity houses.

Practice head(s):

Yoshinobu Fujimoto; Asa Shinkawa


Other key lawyers:

Hiroshi Uchima; Yuji Shiga; Masaki Hosaka; Yo Ota; Yuki Oi


Key clients

NTT DoCoMo, Inc.


Seven & i Holdings Co.


NAVER Corporation


Showa Denko K.K.


ITOCHU Corporation


Takeda Pharmaceutical Co.


Bain Capital Private Equity


Mitsubishi Corporation


Toshiba Corporation


The Carlyle Group


Honda Motor Co.


Toyota Tsusho Corporation


Japan Display Inc.


Rakuten, Inc.


Mitsubishi UFJ Lease & Finance Co.


Kohlberg Kravis Roberts & Co.


Mitsubishi UFJ Financial Group, Inc.


Invesco Office J-REIT, Inc.


Hitachi Metals


SBI Holdings, Inc.


Goldman Sachs


Tokyo Kikai Seisakusho


H2O Retailing Corporation


Hitachi Transport System


ORIX Corporation


Kintetsu World Express, Inc.


JX Nippon Mining & Metals Corporation


Rakuten Securities Holdings, Inc.


Caisse de dépôt et placement du Québec


AT Group


Sumitomo Mitsui Banking Corporation


Kito Corporation


BPEA EQT Pte


Work highlights


  • Advised Toshiba on a contemplated going-private transaction that is valued at approximately $14.4bn.
  • Advised Hitachi Transport System on a tender offer for its common shares and consecutive squeeze-out transaction by HTSK Co., an entity owned by investment funds managed by KKR and acquisition by HTS of its treasury stock from Hitachi.
  • Advised Bain Capital on its acquisition of Evident Corporation, a subsidiary of Olympus Corporation, for purposes of acquiring Olympus’ Scientific Solutions Business.

TMI Associates

TMI Associates‘ corporate M&A team is jointly led by Masakazu Iwakura, Tatsuhiro Takahara, and Nobuyuki Watanabe; Iwakura has more than 30 years’ experience, Takahara offers clients his expertise in private equity work, and Watanabe has expertise in public and private M&A. The team regularly works with overseas offices in Singapore, Thailand, China, and Cambodia to offer clients extensive support in outbound M&A. Alongside general corporate matters, the practice also assists with restructurings, risk management issues (for which Takashi Toichi is a key contact), public takeovers, and seller due diligence. Other key team names include Takushi Saito and Kensei Ikeda.

Practice head(s):

Masakazu Iwakura; Tatsuhiro Takahara; Nobuyuki Watanabe


Other key lawyers:

Takashi Toichi; Takushi Saito; Kensei Ikeda


Key clients

Olympus Corporation


OMRON Corporation


Shin Nippon Biomedical Laboratories


NH Foods


NTT DATA Corporation


Aspirant Group Inc.


Oji Imaging Media Co.


Yodobashi Holdings Co.


Nippon Soda Co., Ltd.


The Goldman Sachs Group


Work highlights


  • Advised Olympus Corporation on its $3.1bn sale of the Scientific Solution Department business engaged by Evident Corporation and its subsidiaries, to the US private equity company, Bain Capital.
  • Advised OMRON Corporation on its acquisition of a 33% stake in JMDC Inc. and capital and business alliance agreement with JMDC.
  • Advised Nippon Soda Co., Ltd on its sale of the entire share capital of Alkaline S.A.S. to International Chemical Investors XVI S.A.

Atsumi & Sakai

Clients of Atsumi & Sakai regularly consist of acquirers, shareholders, and investors, with the practice specialising in high-stakes cross-border transactions, as well as domestic mergers and acquisitions. Jointly headed by Akimoto Kawamura, Masayuki Matsuura, Wataru Kamihigashi, Takasuke Mizukami and Shintaro Hamasu, the team regularly acts in outbound deals, with recent work involving the firm’s overseas offices in Frankfurt and London. Of counsel Youngseop Song is particularly recommended for his work covering multiple jurisdictions, such as Korea, Japan and the US.

Practice head(s):

Akimoto Kawamura; Masayuki Matsuura; Wataru Kamihigashi; Takasuke Mizukami; Shintaro Hamasu


Other key lawyers:

Youngseop Song


Oh-Ebashi LPC & Partners

The corporate M&A team at Oh-Ebashi LPC & Partners possesses particular expertise in the domestic market, with TMT specialist Norihiro Sekiguchi and Osaka-based Seigo Takehira leading the practice. The department is also able to offer advice on private equity investments, shareholder activism cases, crisis management work, business alliance agreements, cross-border acquisitions and corporate governance issues. Takuro Yamaguchi is recommended for his experience with M&A transactions in the life sciences sector, while the wider team is proficient in assisting clients within a range of industries including the pharmaceuticals, electronics, energy, telecoms, real estate and aviation sectors.

Practice head(s):

Norihiro Sekiguchi; Seigo Takehira


Other key lawyers:

Takuro Yamaguchi


Key clients

Japan Growth Investments Alliance


Teijin Limited


Air Water


Rengo Co


Shin-Keisei Electric Railway


Kaneka Corporation


SENKO Group Holdings Co.


Mitsui Matsushima Holdings Co.


Sumitomo Pharma


DyDo Drinco


Work highlights


  • Advised Chart Industries Inc. on the acquisition of UK-based industrial equipment maker Howden.
  • Advised Nissin Electric on the acquisition by Sumitomo Electric Industries.
  • Advised Sumitomo Pharma on the acquisition of Sumitomo Pharma Food & Chemical by Medipal Holdings Corporation, through auction.

Hibiya-Nakata

Boutique M&A firm Hibiya-Nakata focuses on both inbound and outbound M&A transactions, with name partner, founder, and outbound specialist Nobuo Nakata leading the practice. The firm’s client base spans a diverse set of industries, including the banking, pharmaceuticals, technology, logistics and manufacturing sectors. Tatsuya Soeda, who clients describe as an ‘excellent lawyer‘ who ‘understands the entire deal process‘,  is a recommended name for cross-border mergers and acquisitions, with particular expertise in emerging markets.

Practice head(s):

Nobuo Nakata


Other key lawyers:

Tatsuya Soeda


Testimonials

‘This team has a small number of elite members who are able to respond quickly for client’s needs.’

‘Tatsuya Soeda is an excellent lawyer. He understands the entire deal process and is able to anticipate the process and provide appropriate advice to his clients.’

Key clients

WAQ Inc.


Appirits Inc.


mahna mahna inc.


Yukon Capital Partners


Meiko Electronics Co.


JUKI CORPORATION


CrowdWorks, Inc.


TOHBU NETWORK CO.


YUSEN LOGISTICS CO.


OCiETe Inc


MARK’S Group Holdings


Toward Co.


Nippon Active Value Fund plc


Parker Corporation


SION Co.


Miura & Partners

Clients appreciate Miura & Partners‘s ability to offer advice ‘not only from a legal perspective, but also from tax, finance and business perspectives‘. Co-head of the practice Hisashi Shibata is the name to note for tender offer bids and services for non-public companies, while fellow co-head Haruka Murata, who is especially experienced in cross-border deals, is commended by clients for her ‘value-adding advice‘. Other names to note within the team include the ‘very dependableRyoichi Inoue, who regularly works with clients across Japan and Indonesia.

Practice head(s):

Hisashi Shibata; Haruka Murata


Other key lawyers:

Ryoichi Inoue; Kentaro Minegishi


Testimonials

‘We received valuable advice not only from a legal perspective, but also from tax, finance and business perspectives from them.’

‘Ryoichi Inoue is a logical thinker and reads local laws and regulations on his own, which makes him very dependable in pointing out errors by local experts.’

‘Fast and appropriate advice based on a deep understanding of our business and strategy.’

‘This firm is a one-stop solution having the combination of expertise in various segment fields, as well as geographical coverage with its partners worldwide.’

‘Haruka Murata is extraordinarily supporting us in guiding us into realistic and beneficial consequences in the limited time frame, with her value-adding advice.’

‘The firm provides a range of legal services with professional quality.’

‘Kentaro Minegishi, who is one of the top lawyers in the Financial Instruments and Exchange Act related area, provides his services from the perspective of the client.’

Key clients

SBI Holdings


Oisix ra daichi


Koshidaka Holdings


Work highlights


  • Advised SBI Holdings on capital and business alliances with Sumitomo Mitsui Financial Group.
  • Advised Oisix ra daichi on the partial acquisition of SHiDAX CORPORATION.
  • Advised Koshidaka Holdings on issuance of the Moving Strike Warrant and Moving Strike Convertible Bond to Advantage Advisors.

Ushijima & Partners

Ushijima & Partners‘ corporate and M&A practice is particularly strong in defending against hostile takeovers, with this being name partner and co-head Shin Ushijima‘s area of expertise. Hiroshi Watanabe, who also leads the team, is experienced in litigation linked to M&A transactions. Other key contacts within the practice include Osamu Inoue, whose work includes advising international clients on acquisitions of Japanese companies; Rikisuke Yamanaka, who handles cross-border transactions; and Takashi Osawa.

Practice head(s):

Shin Ushijima; Hiroshi Watanabe


Other key lawyers:

Osamu Inoue; Rikisuke Yamanaka; Takashi Osawa


Testimonials

‘Ushijima is among a few independent law firms in Japan that can provide Corporate and M&A services to international clients. Especially it has rich experience in working with foreign investment funds.’

‘Osamu Inoue has outstanding expertise on international disputes in corporate and financial matters.’

‘Rikisuke Yamanaka often presents views in accordance with the law, but in the process of communication, he derives a legal opinion that suits our company, so it is easy to consult and discuss M&A but also corporate law with him.’

‘The people are great at this firm.’

‘My attorney has been helping every step of the way. I completely rely on him for everything.’

Key clients

Oasis Management Company


Kabushiki Kaisha Inage Driving School


Work highlights


  • Advised Oasis Management Company on potential legal proceedings it could pursue regarding an unfair M&A transaction, filed a petition for determination of the (fair) share price following the exercise of appraisal rights, and filed a lawsuit seeking invalidation of the share exchange and damages associated therewith.

City-Yuwa Partners

The corporate team at City-Yuwa Partners, which clients compliment for its ‘valuable advice‘, is jointly headed up by Yukihiro Fujimoto and Akira Nagasaki, with the team advising clients on acquisitions and alliance agreements, as well as drafting and negotiating share purchase agreements. Noriko Higashizawa, described as ‘extremely responsive‘, is another key name alongside Hiroyasu Horimoto and Hirosato Nabika.

Practice head(s):

Yukihiro Fujimoto; Akira Nagasaki


Other key lawyers:

Noriko Higashizawa; Hiroyasu Horimoto; Hirosato Nabika


Testimonials

‘They were very organized and developed a system to track and prioritize work activities that needed to be completed. They utilized skills and experience of different lawyers to complete the work efficiently and provide all deliverables done well, on time and within budget.’

‘The lead partner with whom I worked was Noriko Higashizawa. She was extremely responsive and working with her and her team was an enjoyable and collaborative experience.’

‘The team maintained a solid grip of the case throughout and gave us valuable advice, recognizing that we as a European company with no foothold in Japan were quite ignorant of Japanese laws.’

‘Hiroyasu Horimoto and Hirosato Nabika were our trusted advisers leading the team in an efficient and cost-effective manner.’

Key clients

Usen-Next Holdings


AZ-COM MARUWA Holdings


PharmaLex AG


Kojima Law Offices

Kojima Law Offices‘ M&A team, which also deals with joint ventures and corporate alliances, is headed up by the ‘eminentHiromasa Ogawa, who specialises in cross-border transactions. Key team members include Hirokazu Amemiya, who brings experience across multiple jurisdictions; Naoki Idei, who is recommended for his dispute resolution skills; the ‘commercially astuteNozomi Watanabe, and US attorney Darcy Kishida, who is licensed in New York, DC, and Hawaii.

Practice head(s):

Hiromasa Ogawa


Other key lawyers:

Hirokazu Amemiya; Naoki Idei; Nozomi Watanabe; Darcy Kishida


Testimonials

‘They have stood out by looking at issues from a business perspective, getting to understand our business and providing advice and direction based on our business goals.’

‘The Corporate and M&A team we work with at Kojima is very meticulous and thorough with the transaction as well as regulatory framework.’

‘The firm provides us speedy and realistic legal advice, and has worldwide connections with lawyers in other countries.’

‘Nozomi Watanabe and her team provides thorough, clear and practical advice. Nozomi in particular is commercially astute and an all-round great lawyer to work with.’

‘They have a wide range of expertise and are always very responsive with practical advice. A great firm to help foreign companies understand the ins and outs of the Japanese market and legal requirements.’

‘They have strong communication skill both in Japanese and English, which helps us communicate with the US head office legal team. Their exceptional capabilities make a large difference compared to other ordinary legal firms in Japan.’

‘As a client of this practice for several years, I can say that the team stands out for its cohesion and professionalism.’

‘Hiromasa Ogawa is an eminent lawyer with vast experience. Our experience of working together has been wonderful. He has a balanced approach to ensure that commercial and legal concerns are well in sync for the client.’

southgate

The ‘exceptionally knowledgeable‘ team at M&A boutique southgate is jointly headed up by Takeshi Iitani, Mangyo Kinoshita, Eric Marcks and Gaku Yoneyama, and is commended for being ‘willing to adapt to its clients‘. The practice regularly undertakes work in venture financings, cross-border acquisitions, content development transactions and other transactional work.

Practice head(s):

Takeshi Iitani; Mangyo Kinoshita; Eric Marcks; Gaku Yoneyama


Testimonials

‘They understand startup’s and entrepreneur’s situations and emotional journeys well. Their advice is not only legally very sound and insightful, but they have deep empathy and strong communication skills.’

‘Their ability to be a high-level adviser and “coach” on very difficult, transformative business decisions.’

‘Southgate is exceptionally knowledgeable in navigating the grey areas of Japanese business and culture.’

Key clients

Asahi Broadcasting Corporation


COLOPL


IBM US


DIC


Nihon Kohden


Softbank Corp.


Toshiba


TOTO


Yahoo Japan


ZOZO, Inc.


Work highlights


  • Advised the Softbank Vision Fund in a series of corporate reorganisation transactions with PayPay Corporation pursuant to which it was converted into a consolidated subsidiary of SoftBank Corp. and Z Holdings Corporation.
  • Advised the Japanese AI/legal tech startup LegalOn Technologies in its JPY13.7bn Series D fundraising.
  • Advised Satori Electronic Co., Ltd. on its acquisition of a minority stake (25.1%) in SM Electronic Technologies Private Limited, an Indian distributor of electronic components, through a subscription of new shares and a purchase of existing shares from its founders and other shareholders.

ZeLo, a Foreign Law Joint Enterprise

ZeLo, a Foreign Law Joint Enterprise‘s corporate M&A team is headed up by Koichi Kitada, whose client base includes venture capital funds, start-ups, regulated financial institutions and international companies. The practice offers clients assistance with capital and business alliances, acquisitions, contract negotiations, and advice on exit processes. Associate Hiroto Shimauchi is also a name to note, complimented by clients for his ‘balance of quality of legal services‘.

Practice head(s):

Koichi Kitada


Other key lawyers:

Hiroto Shimauchi


Testimonials

‘Very speedy and courteous. I trust their willingness and capabilities to navigate me through any legal complications.’

‘We have great confidence in Koichi Kitada, attorney at law, and his extensive legal knowledge based on a wide range of cases in a variety of industries. He is also very helpful in giving us advice on business matters other than the legal aspects of M&A.’

‘The team quickly responds to the clients, which is quite valuable for the client perspective.’