Leading Individuals: Gaiben

Next Generation Partners: Bengoshi

Firms To Watch: Corporate and M&A: Independent local firms

Tokyo International Law Office continues to expand its practice in the area and the team, co-led by Mikiharu Mori and Koki Yamada, provides particular experience in out-bound M&A and in-bound/domestic M&A.
ZeLo, a Foreign Law Joint Enterprise handles a range of corporate, M&A and investment matters, with particular expertise in FinTech and crypto assets. Masataka Ogasawara is the practice head.
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Corporate and M&A: Independent local firms in Japan

Anderson Mori & Tomotsune

With broad experience in M&A transactions in Japan and internationally, Anderson Mori & Tomotsune advises global financial institutions, multinational corporations and private equity funds. A particular strength for the firm is complex cross-border M&A, acting for international clients in Japan as well as for Japanese corporations expanding abroad. Other areas of expertise include structuring venture capital, private equity, joint venture and strategic investment transactions, as well as corporate reorganizations. Co-led by Kenichi Masuda and Hiroki Kodate, the team combines international lawyers qualified in jurisdictions from the US, China and UK to Singapore, Australia and Canada. A key name in the area is Ko Wakabayashi, who specialises in international M&A and cross-border corporate matters.

Practice head(s):

Kenichi Masuda; Hiroki Kodate

Testimonials

‘The corporate team is international in its outlook, very committed and capable, speak excellent English, work incredibly hard and to deadlines and can manage international transactions. ’

‘All the people I have worked with our excellent – their work ethic and availability is the best i have come across. Yoshamisi Dan, Keita Tokura, Ko Wakayabashi and Nakano Tsunemichi in particular are my go to partners.’

‘High quality.’

‘Ko Waykabayashi – standout’

Key clients

Nitori Holdings Co., Ltd.

Walmart, Inc.

Chitocea Investments Co., Ltd.

Kenedix, Inc.

MBK Partners

Sojitsu Corporation

Bain Capital

Shinsei Bank

Daio Paper Corporation

Sumitomo Mitsui Financial Group

Mori Hamada & Matsumoto

Advising blue-chip industrial companies, banks, financial institution and private equity funds, Mori Hamada & MatsumotoComparative Guides promotional icon is known for complex, highly regulated transactions and cross-border deals; in relation to the latter the firm has offices in Beijing and Shanghai as well as continuing to expand across Asia. The practice’s experience cover a range of industry sectors but it’s particularly experienced in the tech and TMT market, as well as being increasingly active in healthcare deals. Hajime Tanahashi specialises in M&A and private equity, as well as corporate governance and venture financing; he co-leads the team with Gaku Ishiwata, who handles M&A, private equity and general corporate matters. They can call on a deep bench of experts including Takayuki Kihira, Tomohiro Tsuchiya, Atsushi Oishi and Akira Matsushita.

Other key lawyers:

Takayuki Kihira; Tomohiro Tsuchiya; Atsushi Oishi; Akira Matsushita

Testimonials

‘Mori Hamada & Matsumoto is one of the most experienced law firm in Japan and is always up to speed with new regulation. The firm is really reliable and should be the first choice for clients.’

‘The lawyer, Mr. Akira Matsushita, was well experienced in dealing with public M&A. He knew legal matters and also knew how to navigate clients based on their preference and the latest regulatory trend.’

‘The deal that we conduct with the firm was the most large scale deal in Japan M&A history. The firm’s team provided advises for any aspects of M&A deal, not only for leagl matters also for strategic problem. ’

‘The individuals in the firm who worked with were familiar with our industry, telecommunication industry in Japan. ’

‘MHM’s collaboration is excellent. They always lead us in the right direction with their internal lawyers and outside lawyers in foreign firms outside Japan. ’

‘Mr. Matsushita has a deep understanding of our business needs,including the competitive environment and our future business growth plan. He provides practical advice as well as problem-solving proposals. We also like his communication style; he conveys his advice on difficult issues in a way that is easily understood regardless of the audience and their level of legal understanding.’

‘They have very useful knowledge and provide it to us. They also have excellent global network and be able to suit our demand such as cross-border reorganizing and other M&A cases.’

‘Akira Matsushita. He is very competent and has very good team management skill and also very collaborative for us, likely our company doctor. ’

Key clients

Softbank Group Corp.

Hitachi, Ltd.

Morgan Stanley MUFG Securities

Mitsubishi UFJ Financial Group

Nomura Securities Co., Ltd.

GCA Savvian

Z Holdings Corporation (the operator of Yahoo Japan)

Mitsubishi Motors Corporation

Innovation Network Corporation of Japan (INCJ)

Sumitomo Mitsui Trust Bank (SMTB)

Work highlights

  • Acted as lead counsel to Volvo Group in respect to its strategic alliance with Isuzu Motors within the commercial vehicles market, including Isuzu Motors’ acquisition of UD Trucks from the Volvo Group for an enterprise value of JPY 243 billion (approx. SEK 20 billion).
  • Advised Nippon Paint Holdings in its JPY1.28 trillion acquisition of various joint ventures across Asia and an Indonesian target company including issuance of new shares to finance part of the acquisition.
  • Advised NTT on the going private transaction of NTT Docomo through a tender offer, which was the largest M&A in 2020 in Japan and the largest tender offer ever conducted in Japan. Since NTT Docomo was a listed subsidiary of NTT, the transaction involved a conflict of interest issue, and was conducted in compliance with the Fair M&A Guidelines.

Nagashima Ohno & Tsunematsu

Full-service firm Nagashima Ohno & TsunematsuComparative Guides promotional icon specialises in high-profile M&A involving Japanese listed companies, as well as assisting overseas clients in local laws and transactions. Experience covers transactions across the electronics, technology, financial institutions, telecommunications, energy, infrastructure, consumer goods, pharmaceuticals and real estate sectors. Another distinguishing factor of the practice is the global network it can draw from, with offices spanning New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi and Shanghai. Corporate, M&A and governance expert Yuko Tamai  co-leads the team with Hiroshi Mitoma , who handles a range of domestic and cross-border transactions. They can call on a deep bench of expertise, including M&A and transactions specialists Tomohiko Iwasaki  and Shuichi Nishimura .

Practice head(s):

Hiroshi Mitoma; Yuko Tamai

Other key lawyers:

Tomohiko Iwasaki; Shuichi Nishimura

Key clients

SoftBank Corp.

Isuzu Motors Limited

Mitsubishi Chemical Holdings Corporation

Toyota Motor Corporation

Sony Corporation

Bain Capital

Panasonic Corporation

FUJIFILM Corporation

Mitsubishi Corporation

Kirin Holdings Company, Limited

Kyocera Corporation

Nippon Telegraph and Telephone Corporation (NTT)

Takeda Pharmaceutical Company Limited

ITOCHU Corporation

Permira

Komatsu Ltd.

Sumitomo Mitsui Banking Corporation

General Electric Company

Nippon Yusen Kabushiki Kaisha

The Coca-Cola Company and Coca-Cola Japan

Work highlights

  • Advised Sony Group Corporation in its acquisition of shares of Sony Financial Holdings Inc. to make it a wholly owned subsidiary
  • Advised Isuzu Motor Limited in its acquisition of UD Trucks from Volvo Group.
  • Advised CVC Capital Partners in its acquisition of Shiseido Company, Limited’s personal care business and establishment of a joint venture with Shiseido.

Nishimura & Asahi

With over 70 partners active in the area, Nishimura & AsahiComparative Guides promotional icon provides huge depth of expertise in a range of international and domestic M&A transactions. Specialisms for the firm include strategic planning, due diligence, negotiations, communication with relevant government authorities and closing procedures. The multidisciplinary team is co-led by corporate and private equity expert Asa Shinkawa and Yoshinobu Fujimoto, who handles cross-border M&A transactions, joint ventures and corporate defence work. Also notable are Masaki Hosaka, and Yuki Oi, who advises high-tech, industrial and financial institutions on large-scale M&A transactions and corporate affairs.

Other key lawyers:

Masaki Hosaka; Yuki Oi

Key clients

NTT DoCoMo, Inc.

Seven & i Holdings Co., Ltd.

NAVER Corporation

Showa Denko K.K.

ITOCHU Corporation

Takeda Pharmaceutical Co., Ltd.

Japan Display Inc.

Rakuten, Inc.

Mitsubishi UFJ Lease & Finance Co., Ltd.

Kohlberg Kravis Roberts & Co. L.P.

Work highlights

  • Advised NTT, Japan’s leading telecom services provider, who acquired the remaining 33.79% stake in NTT DoCoMo, Inc., Japan’s leading mobile carrier, via a recommended tender offer, the largest ever made for a Japanese company and one of the three largest global deals in 2020. After the transaction, DoCoMo was delisted from the TSE.
  • Advised Seven & i Holdings Co., Ltd., the world’s largest convenience-store franchisor, on the purchase of the US convenience store and retail fuel businesses of Marathon Petroleum Corporation by 7-Eleven, Inc., its US subsidiary. This was one of the largest global M&A transactions since the start of the COVID-19 pandemic.
  • Advised Naver Corporation, the South Korean internet giant, on the agreement among NAVER, its subsidiary Line Corporation, SoftBank Corporation and Softbank’s subsidiary, Z Holdings Corporation, the parent company of Yahoo Japan, to integrate Line and ZHD.

TMI Associates

Masakazu Iwakura, Masami Hadama and Tatsuhiro Takahara co-lead the TMI Associates team that has significant experience in complex transactions and expertise drawn from strong corporate, finance and antitrust practices. The firm frequently advises on squeeze-out transactions, representing private equity funds and targets, and assists public companies across all industries, defending against a wide array of shareholder activism campaigns, including proxy contests, hostile takeover attempts, merger contests and other activist challenges. Strengths for the group cover asset management, automobile, fintech, IT, pharmaceutical and shipping industries, as well as domestic and foreign private equity funds. A key name in the area is Takashi Toichi, who handles various domestic and cross-border corporate/M&A.

Other key lawyers:

Takashi Toichi

Atsumi & Sakai

Specialising in mid-size transactions, Atsumi & Sakai handles a range of restructurings and reorganisations, as well as business succession of small and mid-size businesses. The firm has substantial experience in cross-border deals, a forte being representing foreign funds in hostile takeovers. The team is co-led by Shintaro Hamasu , Masayuki Matsuura , Eiichiro Hata , Takasuke Mizukami  and Go Hashimoto. Another key name in the area is Akimoto Kawamura , whose experience includes M&A transactions, financial services regulation and the Financial Instruments and Exchange Act.

Other key lawyers:

Akimoto Kawamura

Oh-Ebashi LPC & Partners

Known for expertise in insolvency and distressed M&A transactions, Oh-Ebashi LPC & Partners is particularly strong in the healthcare and pharma sectors, with experience in outbound acquisitions. Another key area of work is cross-border investments in and from Asian region and emerging markets, notably China related matters. The firm also handles litigation arising from M&A transactions, including contests on corporate control. Osaka-based Seigo Takehira co-leads the team with Norihiro Sekiguchi, who has experience in cross-border and domestic acquisitions as well as private equity investments.

Key clients

Sony Financial Holdings Inc. No

Shionogi & Co., Ltd. No

Air Water Inc No

Rengo Co., Ltd. No

Mitsui & Co., Ltd. No

Sumitomo Corporation No

J-STAR Co., Ltd

Work highlights

  • Advised on a full buyout of Sony Financial Holdings (SFH) by Sony.
  • Advised Shionogi & Co., Ltd. on an agreement to acquire the remaining 50% stake in Tetra Therapeutics Inc., the US-based company which is into chemical design of inhibitors of phosphodiesterase (PDE) enzymes, for a maximum consideration of USD 500m based on the achievement of certain predetermined regulatory and commercial milestones.
  • Advised AIR WATER INC., who sold its coke oven gas refining business to Nippon Steel Corporation.

City-Yuwa Partners

City-Yuwa Partners is well regarded for global governance, tender offers, reorganisations and squeeze out transactions, particularly those with a cross-border element. Yasuyuki Kuribayashi  specialises in corporate and finance matters; he co-leads the team with M&A expert Yoshikazu Suzuki.

Hibiya-Nakata

Focusing on Japanese outbound and inbound M&As, boutique Hibiya-Nakata M&A is known for expertise in cross-border M&As, acting for major banks and corporations. Practice head Nobuo Nakata specializes in M&A, with an emphasis on Japanese outbound matters; key names in his team include Kazutaka Mizuochi  and Tatsuya Soeda .

Practice head(s):

Nobuo Nakata

Key clients

Toyota Financial Services Corporation

Dalton Investments LLC

LIXIL Corporation

KIMURA FOUNDRY CO., LTD.

SUGINO MACHINE LIMITED CO., LTD.

UT Group Co., Ltd.

DAISO Co., Ltd.

Shonan Seminar Co., Ltd.

Yukon Capital Partners Co. Ltd.

Resona Bank, Limited

Daicel Corporation

AVANT CORPORATION

Nippon Active Value Fund PLC

Sika AG

Work highlights

  • Advised Resona Bank on its capital and business tie-up with SAC Capital in Singapore.
  • Advised Sika on its acquisition of Hamatite business globally from Yokohama Rubber.
  • Advised Dalton Investment on its support to the current management members against the management candidates nominated by a major shareholder to win the control contest at Tenma, a Japanese listed company.

Ushijima & Partners

Providing a range of services from preventative advisory to dispute resolution, Ushijima & Partners advises Japanese entities doing business within and outside of Japan including foreign corporations and financial institutions investing into Japan. Specialisms for the firm include establishing companies and associations, corporate reorganizations, litigation and alternative dispute resolution. Managing partner Shin Ushijima  co-leads the team with Hiroshi Watanabe  whose experience covers M&A transactions and related dispute resolutions.

Testimonials

‘They are really good at and have exceptional passion on litigation matters. They often work on difficult and complicated litigation and dispute matters. They can work for domestic clients and foreign clients. Ushijima is clearly the top choice for difficult litigation matters in Japan. They are very happy to work very hard to support the client.’

‘Hiroshi Watanabe is clearly the leading law practitioner as to difficult M&A related disputes in Japan. In particular, he can handle the cases where the valuation of stock or complicated derivatibles are the critical issue of the cases. He knows how to handle the litigation very well, and is very careful in preparing the documents and the way of arguments.’

‘Rikisuke Yamanaka is also very talented and well experienced on the matters of difficult litigations. We worked with him on a matter in Japan, and he led the case very well and won a favourable decision for his client.’

‘Osamu Inoue, Tetsuya Araseki, Hiroyuki Yamauchi have experience of M&A litigations for foreign clients as to the valuation issues. ’

‘The firm has a variety of clients with different business/legal needs, and has good relationship with the clients it serves.’

‘The particular lawyer we worked with, Naoki Hieda, has been very responsive and attentive to the client’s instructions/requirements.’

‘We have never been disappointed by the work delivered by Ushijima & Partners. They provide solid legal advice. This comment applies regardless of the field of law. Every lawyer whom we have worked with at Ushijima & Partners share this common value.’

‘Naoki Hieda is very responsive, diligent, and has always a solution to provide whenever it seems that the matter that we are working on is facing a dead end. I have been also working with Mr. Hieda for clients having cross-border transactions, legal implication, between Laos and Japan. Laos is a very particular market, and it is often that lawyers coming from jurisdictions with a more developed legal system would only rely on the Lao advisors and simply relay the advice to their client. On the contrary, Mr. Hieda tries to understand the local market and proposes solutions to represent his client’s interests to the best of his ability. ’

Key clients

Oasis Management Company Ltd.

Special Committee established by Invesco Office J-REIT, Inc.

Work highlights

  • Advised Oasis Management Company Ltd. about potential legal proceedings it could pursue regarding the unfair M&A and, on behalf of the client, filed a petition for determination of share price following the exercise of appraisal right, and a lawsuit seeking invalidation of the share exchange and damages associated.

Miura & Partners

Founded in 2019,  Miura & Partners has expertise in domestic and cross-border M&A. The firm provides support across all stages of acquisitions, including the formulation of schemes, conducting due diligence, drafting and negotiation of contracts, closing, and post-closing issues. The team is co-led by M&A specialists Hisashi Shibata and Haruka Murata.

Practice head(s):

Hisashi Shibata; Haruka Murata

Testimonials

‘Miura & Partners is always accessible and always trying to come up with solutions’.

‘We have done many complex cross-border acquisitions with M&P, and they always help us filling the gap by providing local knowledge and practices’.

‘M&P’s network outside of Japan is very impressive’.

‘Haruka Murata has been working with us for several years. She understands our internal decision-making processes and manages the project very efficiently. I would always choose her as a legal advisor for the most complex and important deals’.

Key clients

AmaseCreate Y.K.

SoftBank Group Corp.

Work highlights

  • For AmaseCreate Y.K. conducted legal due diligence, scheme analysis, draft documents necessary to conduct takeover bid.
  • Provided legal services for SoftBank Group Corp for selling a part of its shares of SoftBank Corp.

southgate

M&A boutique southgate focuses exclusively on cross-border transactional work, specialising in representing Japanese companies in outbound deals. Founding partners Mangyo Kinoshita and Eric Marcks lead the team and provide significant experience in M&A and venture capital.

Practice head(s):

Mangyo Kinoshita; Eric Marcks

Testimonials

‘Very experienced, closely knit team, very hands-on’.

‘Mangyo Kinoshima (very experienced, likeable, managing Japanese clients well); Eric Marcks (great Japanese language skills help him work on outbound transactions); Akira Kawashiro (very reliable); Kyoko Mogi (great lawyer to have on your side)’.

‘The team is quite used to VC deals. Their responses were quick, accurate and easy to understand. Sometimes they kindly followed up our action items which slipped our mind. We appreciate their hard work.’

‘Eric Marcks is an impressive hard-worker. He is fluent in Japanese as well as English, and we did not feel any problem in communications. He sometimes dealt with negotiation with our U.S. business partner, and he won the trust both from our client (the business unit) and the U.S. business partner.’

Key clients

Daicel

DIC

Hitachi Ltd.

IHI Corporation

Sojitz

Toshiba Infrastructure Systems & Solutions Corporation

Toppan Printing

TOTO

Z Holdings (formerly Yahoo Japan)

ZOZO, Inc.

Work highlights

  • Represented Sequoia Capital China in Sequoia’s first ever investment in Japan. We worked alongside Davis Polk & Wardwell, Sequoia Capital China’s global counsel, in connection with Sequoia Capital China’s purchase of a minority stake in a high-profile Japanese house construction management SaaS startup.
  • Served as lead counsel to the TSE-listed Japanese equipment leasing and financing company NEC Capital Solutions in its purchase of 100% of the shares of a US finance company This transaction implicated complex US banking regulations.
  • Represented Datasection, a TSE-listed Japanese AI and big data company, in its acquisition of Alinza FollowUp S.A.S and Alianza Follow Up Panama, S.A., data companies based in Colombia and Panama.