Corporate and M&A: Independent local firms in Japan

Anderson Mori & Tomotsune

Particularly strong in cross-border M&A transactions, Anderson Mori & Tomotsune acts for international clients on a range of matters and Japanese corporations expanding abroad. The firm has experience in structuring venture capital, private equity, joint venture and strategic investment transactions, as well as advising on corporate reorganisation matters. The deep bench of experts in the team includes Hiroki Kodate, who focuses on M&A and general corporate matters; Ko Wakabayashi, who specialises in multijuristictional, execution and post-merger integration issues; Keita Tokura, who advises on corporate governance, M&A and dispute resolution in the area; and Yoshimasa Dan, who handles corporate, trade, antitrust, securities, employment and labour law matters.

Testimonials

‘Excellent execution skills, experiences, track-records’

‘Values relationship with clients’

‘Have long-standing trust-based relationship’

Mori Hamada & Matsumoto

Acting for industrial companies, banks, financial institution and private equity funds, Mori Hamada & Matsumoto provides experience in complex, highly regulated transactions and cross-border matters. In addition, the full service firm brings expertise in finance, bankruptcy, antitrust, labour and IP to its corporate and M&A work. Hajime Tanahashi specialises in M&A and private equity, as well as corporate governance and venture financing. He co-leads the practice with Gaku Ishiwata, who covers sectors including financial, manufacturing, pharmaceutical and retail. Also notable is Tomohiro Tsuchiya, who handles a range of cross border and domestic transactions. Satoko Kuwabara and Shin Kikuchi left to join Gaien Partners in 2020.

Practice head(s):

Hajime Tanahashi; Gaku Ishiwata

Other key lawyers:

Tomohiro Tsuchiya

Testimonials

‘They have deep knowledge and many practices’

‘Their feedback to our questions are excellent from the view of contents and time’

‘Kohei Morita and his team, especially Koki Kanemura, and Shoyo Murata, support us very nicely’

‘Always proactive, strong capability on driving new case from zero to move things forward’

‘Mr. Saeki is always on our side to move forward by providing some options against every single new problem to be solved’

‘They have extensive knowledge of equity’

‘Makoto Sakai and his team, Yoshihiko Abe and Yasuyuki Kawasaki, performed excellently’

‘ Their responses are always quick and their advice is very accurate’

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

  • Advised Hitachi in respect to its USD 9,027 million sale of its shareholding in Hitachi Chemical, one of the largest M&A deals announced in 2019.
  • Advised Yahoo Japan in respect to its business integration with Line, creating an internet conglomerate boasting over 100 million users in Japan.
  • Advised Kyocera in respect to its USD 819 million cross-border acquisition of Southern Carlson, a U.S.-based distributor of fasteners, tools and packaging.

Nagashima Ohno & Tsunematsu

Nagashima Ohno & Tsunematsu advises listed companies in Japan in cross-border transactions across the technology, financial institutions, telecommunications, energy, infrastructure, pharmaceuticals and real estate sectors. Transactions expert Yuko Tamai co-leads the team with Hiroshi Mitoma, who advises foreign and domestic clients on complex transactions. Also active in the area are Tomohiko Iwasaki, who handles a range of cross-border and domestic M&A; and Shuichi Nishimura, who focuses on M&A, general corporate and private equity and venture capital.

Practice head(s):

Hiroshi Mitoma; Yuko Tamai

Key clients

SoftBank Corp.

Chubu Electric Power Co., Inc.

Mitsubishi Chemical Holdings Corporation

Toyota Motor Corporation

ZOZO, Inc.

Bain Capital

Panasonic Corporation

FUJIFILM Corporation

Mitsubishi Corporation

Kirin Holdings Company, Limited

Kyocera Corporation

Nippon Telegraph and Telephone Corporation (NTT)

Suzuki Motor Corporation

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 on the integration of Yahoo business and LINE business. This transaction is a business integration between Z Holdings. Both companies are two of the largest platformers in Japan, and once integrated, they will become the largest platformer in Japan and they are aiming to compete with GAFA. Represented Softbank Corp, a parent company of Z Holdings.
  • Advised Toyota who along with NTT will acquire shares of the other party in the amount of JPY 200 Billion and will start collaborations in the area of Smart City Platform. Acted as legal counsel to Toyota Corporation and was in charge of due diligence review, structure advice, contract drafting and negotiations.
  • Advised ZOZO, Inc. in (i) negotiating the alliance agreement with Z-Holdings, (ii) carefully designing the process under which the founder-president’s conflicts of interest vis-à-vis the company’s public shareholders were resolved and (iii) navigating ZOZO through the process of implementing the tender offer and the shareholders meeting to appoint Z Holdings’ nominee director.

Nishimura & Asahi

Providing a global capacity, with twelve offices overseas, Nishimura & Asahi has experience in strategic planning, legal due diligence, documentation and negotiation across a range of industries. The firm has particular strength in reorganisations and corporate advice related to the healthcare sector. Asa Shinkawa focuses primarily on M&A, corporate governance and securities law. She co-leads the team with Yoshinobu Fujimoto, who is known for cross-border transactions, joint ventures and corporate defense against activist shareholders. Also notable are Hiroshi Uchima, whose expertise includes tender offers, privatisations, business integrations and spin-off issues; New York-based Katsuyuki Yamaguchi, who specialises in cross-border work; Masaki Hosaka, who handles in general corporate and M&A; and Yuki Oi, who is active in tax, corporate governance, IP and media advice.

Practice head(s):

Asa Shinkawa; Yoshinobu Fujimoto

Key clients

NAVER Corporation

Honda Motor Co., Ltd.

Showa Denko K.K.

Takeda Pharmaceutical Co., Ltd.

Japan Display, Inc.

Sanyo Chemical Industries, Ltd.

Nippon Paint Holdings Co., Ltd.

Kohlberg Kravis Roberts

T&D Holdings, Inc.

Clarion Co., Ltd.

Work highlights

  • Advised Naver Corporation (“Naver”), the South Korean internet giant, on the agreement among NAVER, its subsidiary Line Corporation (“Line”), SoftBank Corporation (SoftBank”) and Softbank’s subsidiary, Z Holdings Corporation (“ZHD”), the parent company of Yahoo Japan, to integrate Line and ZHD. Upon completion, the combined company will continue to be listed on the Tokyo Stock Exchange, while becoming a consolidated subsidiary of SoftBank through a joint venture company, in which Naver and Softbank each hold a 50% stake.
  • Advised Honda Motor Co., Ltd. (“Honda”) on the agreement between Honda and Hitachi, Ltd., Hitachi Automotive Systems, Ltd. (“Hitachi Automotive Systems”), Keihin Corporation (“Keihin”), Showa Corporation (“Showa”) and Nissin Kogyo Co., Ltd. (“Nissin”), regarding the management integration of Hitachi Automotive Systems, Keihin, Showa and Nissin to strengthen the development and distribution of global and competitive solutions in the areas of connectivity, autonomous, sharing/subscription and electrification (CASE).
  • Advised Showa Denko, a Japanese chemical products manufacturer, launch a tender offer to acquire Hitachi Chemical, a Japanese chemicals manufacturer. The deal is one of the largest M&A transactions to take place in Japan in 2019. We have handled the structuring, due diligence, negotiation of the agreement, and other aspects of the deal.

TMI Associates

Experienced in corporate, finance and antitrust law, TMI Associates advises asset management, automobile, fintech, IT, pharmaceutical and shipping clients on a range of matters. The firm represents private equity funds and targets, as well as defending against shareholder activism campaigns, including proxy contests, hostile takeover attempts and merger contests. The team is co-led by Masakazu Iwakura, who advises on M&A, corporate litigation, corporate tax, intellectual property and entertainment law; general corporate expert Masami Hadama; and Tatsuhiro Takahara, who focuses on assisting private equity funds with transactional advice. Also notable is Takashi Toichi, who handles domestic and cross-border M&A.

Other key lawyers:

Harumichi Uchida; Takashi Toichi

Atsumi & Sakai

Atsumi & Sakai handles domestic, inbound and outbound M&A transactions across a range of sectors, including financial services, electronics, medical equipment, pharmaceuticals and real estate. The team is co-led by Shintaro Hamasu, who focuses on corporate matters and regulatory compliance; Masayuki Matsuura, who advises on structuring, due diligence and documentation; Eiichiro Hata, who has experience advising Japanese and non-Japanese clients on M&A transactions; business restructuring transactions expert Takasuke Mizukami; and Go Hashimoto, who has strength in of venture capital investments and M&A involving privately-held corporations.

Testimonials

‘Advice we received from Atsumi & Sakai are proper enough for us to have further consideration and reach a decision’

‘Highly appreciated and valued the support from the team leader, Ashish Jejurkar. He was also flexible with respect to fee arrangements’

Key clients

PayMate India Private Limited

Ushijima & Partners

Advising Japanese entities, foreign corporations and international financial institutions, Ushijima & Partners’ expertise ranges from preventative legal practices and dispute resolution, to establishing companies and M&A. The firm has a particular strength in the defence against hostile takeovers. Notable in the team is Shin Ushijima, whose experience includes international transactions, contentious matters, anti-monopoly, labour and tax law. He co-leads the practice with Hiroshi Watanabe, who specialises in M&A transactions and dispute resolutions.

Practice head(s):

Shin Uhijima; Hiroshi Watanabe

Testimonials

‘The communication between the partners and associates is smooth and the information is well coordinated, so even when a partner is unavailable an associate attorney can step in and provide an appropriate response’

‘The associates have a high level of competence’

‘Rikisuke Yamanaka has a wealth of experience in M&A and other areas, and he provided us with the most appropriate opinions and policies based on past cases in response to our inquiries. He provided quick and appropriate responses’

‘Satoshi Yakushiji has a high level of knowledge and experience’

‘Despite the firm’s depth of expertise, its prices are more reasonable than other law firms, and their responses are not clerical so it is easier to engage them compared to other law firms’

Key clients

Oasis Management Company Ltd.

Work highlights

  • Advised Oasis Management Company Ltd. on an M&A related dispute.

City-Yuwa Partners

Specialising in litigation and cross-border transactions, City-Yuwa Partners provides experience in global governance, tender offers, reorganisations and squeeze out transactions. The practice acts for domestic clients and as local council for global companies on a range of transactions. Corporate and finance expert Yasuyuki Kuribayashi co-leads the team with Yoshikazu Suzuki, who focuses on M&A deals. A key name for the firm in the area is Noriko Higashizawa, who advises on general corporate matters, as well as labour and employment issues.

Other key lawyers:

Noriko Higashizawa

Testimonials

‘Small boutique size, with niche expertise in employment, commercial and privacy matters’

‘Nimble, responsive, above average English communication capabilities and with counsels at hand who are accessible’

‘I have found working with lead partner Noriko Higashigawa a pleasure; she is available, accessible and provides balanced advice suitable for inhouse roles. She will provide the local law perspective, but is more than capable to understand and accommodate the balance inhouse counsels do’

 

Hibiya-Nakata

M&A boutique Hibiya-Nakata focuses on Japanese outbound and inbound transactions. The firm acts for banks and business corporations in complex, cross-border matters. Nobuo Nakata leads the team and specialises in Japanese outbound M&A, particularly for listed manufacturing companies, banks, insurance companies and funds. Also notable are Kazutaka Mizuochi, whose expertise includes general business law, real estate and financial services; and Tatsuya Soeda, who handles corporate matters in the energy, pharma and consumer goods sectors.

Practice head(s):

Nobuo Nakata

Other key lawyers:

Kazutaka Mizuochi; Tatsuya Soeda

Key clients

TOKAI CARBON CO., LTD.

Konica Minolta

Hitachi Construction Machinery Co., Ltd.

TOPCON CORPORATION

Japan Business Systems, Inc.

UT Group Co., Ltd.

JUKI CORPORATION

Toyota Financial Services Corporation

Stanley Electric Co., Ltd.

Livesense Inc.

NISSEI PLASTIC INDUSTRIAL CO., LTD.

Nissha Co., Ltd.

Toyota Boshoku Corporation

Yukon Capital Partners Co., Ltd.

Alphadrive Co., Ltd.

Machome Co., Ltd.

T-Gaia Corporation

Work highlights

  • Advised TOKAI CARBON CO., LTD. on acquisition of 100% shares of COBEX HoldCo GmbH, a German company having Polish and Chinese subsidiaries by Tokai Carbon from Triton, an UK fund.
  • Advised TOPCON CORPORATION on the sale of controlling shares of ifa, German listed company to Nexus by Topcon Europe Medical BV.
  • Advised Toyota Financial Services Corporation on acquisition of shares in SMM Auto Finance by Toyota Financial Services from Sumitomo Mitsui Banking Corporation.

Iwata Godo

Iwata Godo is active in a range of corporate matters, as well as advising on compliance issues. Notable in the team are Hiroki Ito, who has experience in M&A, joint ventures, corporate governance and restructuring; and registered foreign attorney Landry Guesdon, who specialises in M&A, joint ventures and foreign direct investment.

Other key lawyers:

Hiroki Ito; Landry Guesdon

southgate

The ‘partner focused boutiquesouthgate specialises in cross-border M&A and venture capital. The firm handles transactional work for international and domestic clients. Mangyo Kinoshita specialises in M&A, venture capital and licensing in the apparel and technology sectors. He co-leads the team with venture capital expert Eric Marcks, who is known for his international expertise, particularly in cross-border transactions.

Practice head(s):

Mangyo Kinoshita; Eric Marcks

Testimonials

‘Very hands-on, excellent team of internationally experienced practicioners’

‘Erik Marcks is a very competent, fully bilingual Japanese-English lawyer with a wealth of experience’

‘Mangyo Kinoshita is an ideal advisor to Japanese corporates on cross-border matters, always on top of things’

Key clients

Datasection

LOOK HOLDINGS INCORPORATED

British Luxury Brands Group

Sojitz Corporation and Kyuden International Corporation

Questel SAS

PennEngineering International, Inc.

Digital Hearts Holdings Co., Ltd.

TownWiFi, Inc.

Fujitsu Components Limited

Work highlights

  • Represented Datasaction, a TSE-listed Japanese AI and big data company, in its acquisition of Jach Technology, a data company based in Chile with affiliates throughout South America. This acquisition was the first ever by a Japanese company conducted by means of a stock-for-stock exchange with an overseas target under the Act on Facilitating Industrial Competitiveness, passed in 2013 to spur overseas investment by Japanese companies.
  • Represented LOOK, a listed Japanese fashion distributor, in its acquisition of the Florence, Italy-based luxury leathergoods brand Il Bisonte from the UK-based private equity firm Palamon Capital Partners.
  • Represented the Japanese owners of the luxury suitcase manufacturer Globe-Trotter in the sale of a controlling stake to the London-based private equity firm Oakley Capital.