Corporate and M&A: Independent local firms in Japan

Anderson Mori & Tomotsune

The integrated practice at Anderson Mori & Tomotsune draws from a range of expertise including healthcare, PE funds, outbound investment, and IP. The firm acts for global financial institutions, multinational corporations, and private equity funds, particularly in complex cross-border M&A transactions. The team also has experience in corporate reorganisation mandates, in the bankruptcy and the non-bankruptcy context. In addition, the practice has significant international expertise. Notable in this area are Hiroki Kodate, who is known for M&A and general corporate matters, regularly advising Japanese and non-Japanese clients, and Ko Wakabayashi, who has experience in domestic and international M&A and other cross-border corporate matters.

Other key lawyers:

Hiroki Kodate; Ko Wakabayashi

Testimonials

‘Ko Wakabayashi works extensively with private equity firms and is highly regarded by these clients for his skills as an M&A lawyer and his knowledge of issues’

‘Deep knowledge of the Brazilian market and familiarity with the Brazilian legal system’

‘Go-to Japanese firm for outbound investment’

‘The team is excellent in terms of providing one-stop legal services with creative approach to help clients’

Work highlights

  • Provided advice to Meiji Group who incorporated an acquiring company together with Kumamoto Prefecture company consortium and Kumamoto Prefecture and the acquiring company acquired a part of the shares of a new company, which The Chemo-Sero-Therapeutic Research Institute incorporated and transferred its main business to.
  • Assisted JSR (TYO:  4185), a leading synthetic rubber and synthetic resins group headquartered in Japan, acquire Crown Bioscience International.
  • Advised GAKKEN HD in the conclusion of the shareholders agreement with DBJ.
  • Sekisui Chemical Co., Ltd. acquired all of the shares in Veredus Laboratories Pte. Ltd. (“Veredus”), which develops, manufactures and sells molecular analyzers and diagnostic reagents in Singapore. The team helped the clients draft the transactional documents and took the lead in the negotiation with the sellers.
  • Advising MUSHD (holding 52.94% of ordinary shares of kabu.com) enter into a shareholders agreement with KDDI, and agreed that shares of kabu.com held by MUSHD will not be tendered for the TOB and on the joint operation of kabu.com (with KDDI) after the transaction.

Mori Hamada & Matsumoto

Acting for industrial companies, banks, financial institution, and private equity funds, Mori Hamada & Matsumoto provides regulatory expertise handling complex, highly regulated transactions. The firm is also known for cross-border transactions across Asia. The corporate and M&A practice is supported by strength in finance, bankruptcy, antitrust, labour, and IP. Co-heading the team are Satoko Kuwabara, who focuses on M&A and acquisition finance; Hajime Tanahashi, who specialises in M&A and private equity, as well as corporate governance and venture financing; and Gaku Ishiwata, whose areas of expertise are M&A and private equity. In a recent highlight, the department advised Showa Shell Sekiyu K.K. on its business integration with Idemitsu Kosan.

Practice head(s):

Satoko Kuwabara; Hajime Tanahashi; Gaku Ishiwata

Key clients

Softbank Group Corp.

Hitachi, Ltd.

Morgan Stanley MUFG Securities

Mitsubishi UFJ Financial Group

Nomura Securities Co., Ltd.

GCA Savvian

Integral Corporation

Mitsubishi Motors Corporation

Innovation Network Corporation of Japan (INCJ)

Sumitomo Mitsui Trust Bank (SMTB)

Work highlights

  • Advised on the acquisition of Pioneer Corporation by Baring Private Equity Asia
  • Advised on acquisition of Magneti Marelli by CK Holdings (a holding company of Calsonic Kansei Corporation).
  • Advised on the business integration between Alps Electric and Alpine Electronics.
  • Advised Hitachi, Ltd. on the sale of Clarion Co., Ltd.
  • Advised INCJ’s follow-on investment in JTOWER Inc.

Nagashima Ohno & Tsunematsu

Specialising in M&A, Nagashima Ohno & Tsunematsu has an extensive overseas network and acts in a range of cross-border transactions for listed companies in Japan, as well as multinational companies. The firm has particular experience in the sectors of technology, financial institutions, energy, infrastructure, consumer goods, pharmaceuticals and real estate. Practice head Kenichi Fujinawa focuses on M&A, corporate governance, crisis management and compliance. His team includes Shuichi Nishimura, who is known for M&A, general corporate and private equity/venture capital work, and corporate law and M&A specialist Yuko Tamai. Also notable is Keiji Tokujiya, who was promoted to partner in 2019. The team acted as Japanese counsel to Shire in Takeda’s acquisition of the company, providing advice on complex corporate, securities and tax regulations. The department also provided Japanese law advice regarding the drafting of pertinent transaction documents as well as antitrust matters.

Practice head(s):

Kenichi Fujinawa

Other key lawyers:

Shuichi Nishimura; Yuko Tamai

Key clients

Bain Capital

Panasonic Corporation

Danone

The Coca-Cola Company and Coca-Cola Japan

Permira

Calsonic Kansei Corporation

Shire

General Electric Company

Komatsu Ltd.

FUJIFILM

Lawson, Inc.

Nippon Yusen Kabushiki Kaisha

Takata Corporation

Kirin Holdings Company, Limited

Sumitomo Heavy Industries, Ltd.

Nippon Express Co., Ltd.

Sumitomo Mitsui Banking Corporation

TEPCO Fuel & Power, Incorporated

Calsonic Kansei Corporation

Work highlights

  • Advised Renesas in its acquisition of IDT.
  • Advised Panasonic Corporation in the establishment of a Joint Venture related to Automotive Prismatic Batteries.
  • Advised on the acquisition of Ci:z Holdings Co., Ltd. by Johnson & Johnson.
  • Advised on the capital injection by means of third-party allotment in Chiyoda Corporation as well as loan to the same by Mitsubishi Corporation.
  • Advised Pioneer Corporation on the acquisition of shares of shares in the company by Baring Private Equity Asia.

Nishimura & Asahi

Able to leverage its overseas offices in Bangkok, Beijing, Shanghai, Dubai, Hong Kong, Indonesia, Myanmar, Singapore, and Vietnam, Nishimura & Asahi  is strong in international and domestic M&A transactions, providing clients with expertise in corporate laws and securities regulations. Asa Shinkawa and Yoshinobu Fujimoto lead the practice. Katsuyuki Yamaguchi has particular experience in advising on M&As and joint ventures. Also notable is Masaki Hosaka, who focuses on general corporate and M&A mandates. Koichi Kusano joined Japan’s Supreme Court in 2019.

Practice head(s):

Asa Shinkawa; Yoshinobu Fujimoto

Other key lawyers:

Katsuyuki Yamaguchi; Masaki Hosaka

Key clients

Takeda Pharmaceutical Company Limited

Idemitsu Kosan Co., Ltd

JAPAN POST HOLDINGS Co., Ltd.

MUFG Bank, Ltd.

Daishi Bank, Ltd.

Clarion Co., Ltd.

Nippon Steel Corporation

JXTG Holdings, Inc.; JXTG Nippon Oil & Energy Corporation

KDDI CORPORATION

Work highlights

  • The Japanese law and deal counsel to Takeda and led the transaction to ensure Takeda’s successful completion of this acquisition, and our work included (a) overall deal structuring, (b) all aspects of the transaction in Japan, (c) management of communication with interested parties (including shareholders and governmental agencies), and (d) liaison and coordination with co-counsel.
  • Advised Idemitsu throughout the business integration with Showa Shell, planned the transaction scheme, drafted/reviewed transaction documents, negotiated with various stakeholders.
  • Advised Daishi Bank, Ltd. (Daishi) on the business integration of Daishi Bank and Hokuetsu Bank, Ltd. (Hokuetsu).
  • Advised Japanese car-navigation system maker Clarion Co., Ltd. on their 100% acquisition by French car parts maker Faurecia S.E., one of the world’s leading automotive-technology companies, from Hitachi, Ltd. through a tender offer and subsequent squeeze out.
  • Advised Nippon Steel Corporation, the largest steel company in Japan, on its acquisition of Nisshin Steel Co., Ltd. through a short-form share exchange procedure under Japan’s Companies Act.

TMI Associates

TMI Associates is known for technology-related M&A as well as acting for foreign and domestic private equity funds. The firm has particular experience in the IT and pharmaceutical industries, and can call on its finance, antitrust, and bankruptcy practices when needed. The team is also increasingly active in squeeze-out transactions, representing private equity funds and targets. Co-leading the practice are Masakazu Iwakura, known for M&A, corporate litigation, corporate tax, and entertainment law matters; Masami Hadama, whose specialities include corporate governance and M&A; and Tatsuhiro Takahara, who provides private equity funds with strategic and commercial legal advice on transactions. Also notable in the team is public takeovers specialist Takashi Toichi, who has significant experience in public and private M&A. In 2018 Yoshihiko Fuchibe left for Venture Lab Law Office and Kaori Seo moved in-house.

Practice head(s):

Masakazu Iwakura; Masami Hadama; Tatsuhiro Takahara

Other key lawyers:

Takashi Toichi

Key clients

NTT Urban Development Corporation

Nichi-Iko Pharmaceutical Co., Ltd.

Kyowa Hakko Kirin Co., Ltd.

ARIAKE JAPAN Co., Ltd.

U-Shin Ltd.

Kaga Electronics Co., Ltd.

Asahi Industries Co., Ltd.

KYOCERA Corporation

DENSO Corporation

AIT Corporation

Work highlights

  • Advised NTT-SH, a wholly owned subsidiary of Nippon Telegraph and Telephones Corporation, acquire the remaining 32.705% stake through takeover bid, which it did not already own, in NTT Urban Development Corporation, a listed subsidiary, mainly engaged in the real estate business. After the transaction, NTT Urban Development was delisted from Tokyo Stock Exchange as of January 8, 2019.
  • Advised Sagent Pharmaceuticals, Inc., a unit of Nichi-Iko Pharmaceutical Co., Ltd. acquired an FDA-approved manufacturing site in the US, from Xellia Pharmaceuticals.
  • Advised Kyowa Hakko Kirin Co., Ltd. which agreed to transfer 95% of its shareholdings in its consolidated subsidiary, Kyowa Hakko Bio Co., Ltd. to Kirin Holdings Co., Ltd.
  • Represented CVC Capital Partners (“CVC”) in its sale to Polaris Capital Group Co., Ltd. of the majority stake in HITOWA Holdings Co., Ltd.
  • Advised Kerry Group PLC of Republic of Ireland, which agreed to acquire the entire share capital of ARIAKE U.S.A., Inc, a manufacturer and wholesaler of natural seasoning, from ARIAKE JAPAN Co., Ltd.

Atsumi & Sakai

Atsumi & Sakai provides a multidisciplinary team with international expertise, specialising in domestic, inbound, and outbound M&A transactions. The practice covers a range of industry sectors, including financial services, electronics, pharmaceuticals, and real estate. The team is co-led by Shintaro Hamasu, who advises on complex M&A transactions and regulatory compliance; expert in cross-border M&A transactions Masayuki Matsuura; Eiichiro Hata, who is experienced in documentation, due diligence, and advising on regulatory issues; business restructuring specialist Takasuke Mizukami; and New York-qualified attorney Go Hashimoto, who is a registered foreign attorney in Japan and is known for venture capital investments and M&A involving privately-held corporations. Also notable is Mihoko Shima, who joined from Nishimura & Asahi 2019.

Practice head(s):

Shintaro Hamasu; Masayuki Matsuura; Eiichiro Hata; Takasuke Mizukami; Go Hashimoto

Other key lawyers:

Mihoko Shima

Testimonials

‘Extremely professional and knowledgeable about the laws of various jurisdictions’

‘Among the very top of Japan-based firms’

‘Takumi Fukuda and Shuji Koyama are bright and practical’

Ushijima & Partners

Ushijima & Partners specialises in cross-border mandates, notably outbound M&A, and the defence of hostile takeovers. The firm is experienced acting for manufacturers and real estate developers, as well as foreign corporations and foreign financial institutions making investments in Japan. Shin Ushijima’s areas of expertise include international transactions, M&A, dispute resolution and anti-monopoly law, on the international and domestic scenes. He also has particular experience in hostile takeover defences and co-leads the team with Hiroshi Watanabe, whose practice covers M&A transactions and dispute resolutions, specialising in litigation relating to business acquisitions.

Practice head(s):

Shin Uhijima; Hiroshi Watanabe

Testimonials

‘Ushijima & Partners provides great support in the issues of corporate and M&A’

‘Hiroshi Watanabe, Rikisuke Yamanaka and Kenji Sarukura are extremely well experienced in corporate and M&A issues and give timely and sound advice’

‘Every partner has their own expertise, which sounds broad and deep’

‘ The firm does an incredibly speedy and accurate job’

‘A broad spectrum and professional response’

‘Hiroshi Watanabe is a reliable source’

City-Yuwa Partners

Yasuyuki Kuribayashi and Yoshikazu Suzuki lead the team at City-Yuwa Partners, which has expertise in insolvency, transactional and finance mandate, as well as providing experience in corporate and M&A instructions Notable in the practice is labour, data privacy, and diversity law expert Noriko Higashizawa, who is experienced in providing legal advice on general corporate matters and acts as local counsel for international clients.

Practice head(s):

Yasuyuki Kuribayashi; Yoshikazu Suzuki

Other key lawyers:

Noriko Higashizawa

Hibiya-Nakata

The 'smart and practical' Hibiya-Nakata is 'wonderful to work with' and focuses on Japanese outbound and inbound M&As. The boutique firm specialises in advising domestic corporations and financial institutions in Japan on outbound and cross-border M&As. The 'irreplaceable' Nobuo Nakata leads the practice and acts for Japanese listed business corporations, banks and insurance companies, as well as international companies and funds. His team advised Sumitomo Mitsui Banking Corporation in the merger of Bank Tabungan Pensiunan Nasional Tbk into PT Bank Sumitomo Mitsui Indonesia. Also notable are Tatsuya Soeda, who was promoted to partner in 2019, and Kazutaka Mizuochi, who joined from Baker McKenzie (Gaikokuho Joint Enterprise) in 2018 and has areas of expertise include corporate and M&A matters in media, pharmaceuticals, and technology. Mikiharu Mori and Koki Yamada left for Tokyo International Law Office in 2019.

Practice head(s):

Nobuo Nakata

Other key lawyers:

Kazutaka Mizuochi; Tatsuya Soeda

Testimonials

‘Hibiya-Nakata’s M&A team is highly skilled at cross border M&A transactions and incredibly responsive’

‘Their team is literally always available and does a remarkable job of keeping deals on track’

‘They are very collaborative and represent their clients extremely well with their professionalism, deep experience and knowledge of M&A transactions’

‘Hibiya-Nakata is the first true M&A boutique among law firms in Japan, focusing on cross-border transactions’

‘It has an extremely strong track-record and expertise in handling outbound M&A acquisitions by Japanese companies’

‘Nobuo Nakata leads the team and is an extremely engaged and thoughtful partner. He has excellent technical skills and is adept at translating US concepts to Japanese clients’

‘Nobuo Nakata is very diligent and keeps deals on task and on time. He is a true trusted advisor who goes beyond just doing legal work and seeks to establish strong and meaningful relationships with clients and counsel’

‘Tatsuya Soeda is a stand-out partner’

Key clients

Riken Keiki Co., Ltd.

Outsourcing Inc.

Sumitomo Mitsui Banking Corporation

Asahi Kasei Homes Corporation

Tsuneishi Kamtecs Corporation

Eneco Investment Pte. Ltd.

Kurita Water Industries Ltd.

Hitachi Construction Machinery Co., Ltd.

Mandom Corporation

Toyota Motor Corporation

Topcon Corporation

RAITO KOGYO Co., Ltd.

TOKAI CARBON CO., LTD.

Work highlights

  • Counsel to Riken Keiki Co., Ltd.  Riken Keiki to acquire shares in the target to obtain control of the target.
  • Counsel to Outsourcing Inc. OSI acquired 100% shares in target under which purchase price is agreed on base amount plus possible earn out payment.
  • Counsel to Asahi Kasei Homes Corp.  Asahi Kasei Homes through its US subsidiary has acquired 100% stake in Erickson Framing Operations LLC.
  • Counsel to Eneco Investment Pte. Ltd.  Eneco Investment Pte. Ltd. to subscribe shares in Refresh Group up to 51% (enlarged) in two tranche.
  • Counsel to Toyota Motor Corporation  Toyota Motor Corporation and Panasonic Corporation will establish a joint venture in 2020 to produce prismatic lithium-ion batteries, solid-state batteries, and next-generation batteries for electric vehicles.

Iwata Godo

Domestic-focused Iwata Godo provides an experienced corporate compliance regulatory team, as well as sector expertise (notably in pharmaceuticals and the nuclear industry) to act for Japanese listed companies. Hiroki Ito leads the team and has a broad practice covering M&A, joint ventures, restructurings, corporate governance and securities‑related matters. Also notable is registered foreign attorney Landry Guesdon, whose focus includes M&A, joint ventures, and foreign direct investment.

Practice head(s):

Hiroki Ito

Other key lawyers:

Landry Guesdon

southgate

Cross-border M&A boutique southgate focuses exclusively on cross-border transactional work, combining this with a venture capital practice and start-up expertise. Japan- and California-qualified attorney Mangyo Kinoshita is known for cross-border M&A deals at international firms. He co-leads the practice with venture capital specialist Eric Marcks, who is also qualified in California and in Japan as a foreign lawyer. The team represented Hitachi in the sale of a majority stake in its wholly owned materials procurement subsidiary Hitachi Procurement Service, to listed Indian company Infosys and listed Japanese companies Panasonic Corporation and Pasona.

Practice head(s):

Mangyo Kinoshita; Eric Marcks

Testimonials

‘Small firm with strong lawyers’

‘Southgate is a first-rate law firm’

‘The team consists of professionals in the languages of English and Japanese’

‘Their legal team met par excellence’

‘Quick, Smart and Savvy’

‘The quality of service was so excellent and the price was reasonable’

‘Southgate provides the quality of expert service one normally expects from a mid-sized to large firm’

‘They have broad talent, outstanding drafting and negotiating skills in both English and Japanese, and their legal advice is imminently practical and business-savvy’

‘Eric Marcks’ legal expertise is second to none’

‘Eric Marcks and Mangyo Kinoshita are hands-on legal practitioners who do most of the hard work and heavy lifting themselves’

Key clients

ArtSpark HD

COLOPL

Daicel

DIC

Elixinol

Hitachi

Novanta

Ricoh

Valeo

Yahoo Japan

LOOK HOLDINGS

Work highlights

  • Represented LOOK, a listed Japanese fashion distributor, in the acquisition of Il Bisonte, the renowned Italian leather goods designer, from Palamon Capital Partners, a Europe-based private equity firm.
  • Represented Ricoh in its acquisition of MakeLeaps, a cloud-based billing management software company
  • Represented the listed automotive software company ArtSpark HD Inc. in its acquisition of the Austrian company Socionext Embedded Software Austria GmbH from a German seller which is owned by several large Japanese industrial groups.
  • Represented Elixinol Global, a listed Australian health products company, in its purchase of a majority stake in and restructuring of Elixinol Japan, through which Elixinol Global operates its industrial hemp, dietary supplements, and medicinal cannabis businesses in Japan.
  • Represented consulting firm Best Project Holdings KK and its shareholders in the sale of the company to prominent Japanese private equity fund Marunouchi Capital.