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Rising Stars: Gaiben

Corporate and M&A: International firms and joint ventures in Japan

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

With a focus on cross-border outbound transactions for Japanese clients, the team at Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho advises on all aspects of the most significant deals in the region. Instructions come from a wide range of sectors; the manufacturing industry is a particular key area of expertise, especially the automotive industry. UK-qualified group head Nick Wall has extensive cross-border M&A experience and was a member of the team drawn from the firm's international offices advising Hitachi on its $1.4bn acquisition of JR Technology Group in 2019. Fellow practice head Tokutaka Ito adds specialisms in the financial services, insurance, TMT and natural resources sectors, while fellow co-head Osamu Ito is the contact for domestic regulatory and employment matters. Taro Nakashima was promoted to counsel in mid-2020 and excels in supporting Japanese clients on investments into south east Asia.

Practice head(s):

Nick Wall; Tokutaka Ito; Osamu Ito

Other key lawyers:

Taro Nakashima

Testimonials

‘The team has so many experts all over the world and they collaborate with each other efficiently to give good advice to us. The team has lawyers who have worked at an investment bank or operating company (financial institution). This enables A&O to provided holistic and practical advice that includes perspectives other than legal.’

‘Tokutaka Ito is a very good lawyer who has much experience of corporate M&A. He always gives us appropriate advice instantaneously.’

Key clients

Hitachi Ltd.

MS&AD Insurance Group Holdings

Pernod Ricard S.A

Mitsubishi Materials Corporation

Asahi Group Holdings

Hitachi Automotive Systems

Work highlights

  • Advised Hitachi, Ltd. on its $1.4bn acquisition of JR Automation from Crestview Partners.
  • Assisted MS&AD Insurance Group Holdings, Inc. with the £3.2bn acquisition of ReAssure by Phoenix.
  • Acted for Mitsubishi Materials Corporation on its acquisition of a 30% stake in the Mantoverde Copper mine, Chile from Mantos Copper Holding SpA.

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)'s sizeable full-service practice advises major Japanese clients on a variety of deals including corporate acquisitions, joint ventures, capital tie-ups, business restructurings, post-merger integrations and business divestitures. Large-scale domestic and cross-border M&A, reorganisations and securities issues are all noted strengths of practice head Akifusa Takada, while Hiroshi Kondo is the managing partner of the Tokyo office and the go-to contact for venture capital and private equity work. Kiyoshi Endo is a key name for corporate, insurance, securities and foreign exchange advice and Masahiro Inaba is notable at the senior associate level. Jeremy White joined Morrison & Foerster LLP in October 2020.

Practice head(s):

Akifusa Takada

Testimonials

‘I highly recommend Jiro Toyokawa. His client service and commercial awareness was excellent, and I was impressed by the speed, thoroughness and practicality of his advice.’

‘They have a very strong Japanese team with experienced Japanese lawyers, which is unique when compered with other global firms located in Tokyo. As M&A transactions move very quickly, it is very helpful for a Japanese corporation to be able to work mainly with Japanese lawyers located in Tokyo.’

‘We have worked with Akifusa Takada. He is a very talented, experienced lawyer. He always works very closely with clients, and tries to understand the real thoughts of clients. I like this kind of work-stance.’

Key clients

Hitachi Chemical Co., Ltd.

SUNCORPORATION

Toppan Printing Co., Ltd

Japan Pulp and Paper Company Limited

Daiwa Securities Group Inc.

Japan Upica Co., Ltd.

Wyndham Vacation Resorts Asia Pacific Pte. Ltd.

Sumitomo Chemical

Benesse Corporation

Ube Industries, Ltd.

Yildiz Holding A S

Work highlights

  • Advised Daiwa Securities on an investment in Global X Management.
  • Acted for Mitsubishi UFJ Trust and Banking Corporation on a $4.1bn acquisition of Colonial First State Global Asset Management.
  • Advised Yildiz Holding on the sale of Godiva Japan to MBK Partners.

Davis Polk & Wardwell LLP

Kenneth Lebrun leads the corporate and M&A team at Davis Polk & Wardwell LLP, which advises a host of Japanese clients, including Mizuho Bank, Tokyo Century and Oki Electric Industry, on substantial and complex cross-border outbound M&A deals as well as domestic transactions. Particular strengths include assisting Japanese companies with investments in the US and hostile M&A transactions; the group recently advised HOYA Corporation on its planned $1.4bn tender offer for all of the outstanding shares of NuFlare Technology. The M&A practice closely collaborates with the Tokyo office's capital markets team; Jon Gray is a key contact across both areas. The team has also expanded its capabilities with two recent associate level hires.

Practice head(s):

Kenneth Lebrun

Other key lawyers:

Jon Gray

Testimonials

‘Davis Polk & Wardwell (DPW) is the best US law firm in Japan in relation to M&A financial advisory services. DPW has broad experience in M&A involving Japanese companies and is knowledgeable about M&A practices both in the US and Japan, effectively combining their global capabilities.’

‘I have frequently worked with Ken Lebrun, M&A Partner at DPW Tokyo. He is always client focused, responsive and reliable. He has extensive knowledge and skills based on broad and long experience in M&A markets involving Japanese companies as well as English and Japanese language capabilities. He well understands what services (and the level thereof) we require. He also has integrity and a good personality. He is always reachable and is a true trusted adviser. I think he is among the best M&A lawyers in Japan.’

Key clients

Tokyo Century Corporation

Kyocera Corporation

Hoya Corporation

Oki Electric Industry Co., Ltd.

Mizuho Bank, Ltd.

Work highlights

  • Advised Tokyo Century on its acquisition of the remaining interest in Aviation Capital from Pacific Life.
  • Assisted Kyocera Corporation with its acquisition of the remaining outstanding shares of AVX Corporation.
  • Acted for Hoya Corporation on its attempted counter-bid for the shares of NuFlare Technology.

Herbert Smith Freehills

The array of cross-border M&A transactions handled by Herbert Smith Freehills' Tokyo office has truly global coverage and supports the investments of its household name Japanese clients including Softbank, Sumitomo and Bridgestone. Its experience working on deals across a range of sectors is a hallmark of the team, with particular expertise in the TMT, manufacturing, pharmaceuticals and healthcare industries. Practice head Graeme Preston recently led on several multi-million dollar acquisitions and advised on complex restructurings. Both Damien Roberts and Andrew Blacoe are key names to note, particularly for M&A in the infrastructure, energy and natural resources sectors. Of counsel Joseph Fisher is also highly praised.

Practice head(s):

Graeme Preston

Testimonials

‘The team works closely and simultaneously so that the performance is quick and based on common knowledge of the case, standard and even the knowledge of the conversation made between client and attorneys separately. They are very much responsive to the clients needs.’

‘They speak very frankly which we really appreciate. The opinion is straight forward but never gives negative feelings to client. We often communicate with Damien Roberts. They are a really good team and we are really happy to work with them and their performance is always satisfying.’

‘They are pragmatic, speedy and solution oriented with high legal professionalism and expertise.’

‘Joseph Fisher, based in Tokyo, is excellent in terms of negotiations, drafting and completion.’

‘HSF Japan is one of the very few legal firms who know our industry and how we operate. This knowledge means that they can provide the best advice on fairly niche industry topics. They also have the ability to pull in experts from around the world at short notice when necessary.’

‘I have worked with Joseph Fisher for a number of years now and he has always been excellent in not only giving thoughtful, measured advice, but also his time to help our business grow and develop in the local market. He shows passion and enthusiasm for the service we provide in Japan and for helping to develop our in-house legal team which is extremely helpful. His passion and dedication to understanding how our business works means that his advice is always well received.’

‘Significant practice history in Japan, with outstanding knowledge of local practice and customs and therefore ideally placed to assist inbound companies trying to resolve the myth of Japanese law and business.’

‘Graeme Preston and Damien Roberts, both partners of the firm, are hugely experienced with the Japanese market. Of counsel Joseph Fisher brings a wealth of knowledge adapted to Japanese business customs.’

Key clients

SoftBank Group Corp

Sumitomo Corporation

NTT Group

Mitsui & Co. Ltd.

Marubeni Corporation

Mitsubishi Corporation

Asahi Kasei Homes

Nanomi B.V., a subsidiary of Lupin Limited

JOGMEC

Panasonic Corporation

Bridgestone Corporation

Work highlights

  • Advised SoftBank Group in relation to its Indian renewable energy joint venture with Bharti, including the corporate, project financing and competition law aspects, and advised its subsidiary SoftBank Corp on its Series B funding round for UK-based mobility tech company Splyt.
  • Assisted Sumitomo with various cross-border matters, including its multi-million dollar acquisition of leading parking provider Q-Park Operations B.V.’s Nordic businesses in Sweden, Norway and Finland; and its acquisition of a significant stake in Sekal AS, a software technology company offering real time dynamic analytics and automated drilling process control for the oil and gas sector.
  • Advised Bridgestone on the acquisition of the iTrack Solutions Business, a hi-tech UK tyre monitoring business, from AIM-listed Transense Technologies Plc.

Morrison & Foerster LLP

The corporate and M&A team at Morrison & Foerster LLP in Tokyo handles some of the region's standout M&A work; recent examples led by practice head Ken Siegel include the landmark merger between telecoms giants Sprint and T-Mobile as well as the complex joint venture between Fujifilm and Xerox. Siegel leads the sizeable team, which includes Gary Smith, who has recent experience in large outbound acquisitions in Southeast Asia; Jeff Schrepfer, who is an experienced corporate adviser; and Stanley Yukevich, who has expertise in the technology and medical device sectors. Randy Laxer is another practitioner of note, while the team was boosted following the arrival of UK-qualified Jeremy White who joined from Baker McKenzie (Gaikokuho Joint Enterprise) in October 2020; he focuses on cross-border M&A, disposals, and spin-outs.

Practice head(s):

Ken Siegel

Testimonials

‘As the largest international firm in Tokyo, they have a breadth of capacity no other firm has. Certain partners are the go to partners; strengths are their familiarity with how Japanese companies think and act, as well as general corporate experience.’

‘I think Jeff Schrepfer is an all around very good deal lawyer; he is committed and makes himself available at all times, likely to the detriment of his personal time. His guidance and advice have been indispensable in one of our largest deals in recent times.’

Key clients

SoftBank Group Corp.

Fujifilm Holding Corporation

Renesas Electronics Corporation

Nissan Motor Co., Ltd.

Taisho Pharmaceutical Co., Ltd.,

Mitsubishi UFJ Financial Group

Mitsubishi Heavy Industries, Ltd.

NTT and NTT Communications

Veoneer AB

Palantir Technologies Inc.

Work highlights

  • Advised Sprint Corp. and SoftBank Group Corp. as the controlling shareholder of Sprint, on the landmark $59bn merger of Sprint and T-Mobile US, Inc.
  • Advised Mitsubishi Heavy Industries on its acquisition of the Canadair Regional Jet (CRJ) Series Program from Bombardier Inc.
  • Acted for Fujifilm Holdings and Fuji Xerox on the $2.3bn acquisition by Fujifilm of Xerox’s 25% stake in Fuji Xerox.

White & Case LLP - White & Case Law Offices (Registered Association)

Notable strengths of White & Case LLP - White & Case Law Offices (Registered Association)'s corporate and M&A group include its coverage of the manufacturing sector as well as its expertise in the developing market of shareholder activism. Brian Strawn and Jun Usami lead the team with considerable experience in working on groundreaking M&A in Japan. Nels Hansen was promoted to partner in early 2020 and has niche expertise in the emerging markets of AI, robotics and cryptocurrencies. Hansen, Usami and recommended counsel Shino Asayama all led advice to Panasonic on its 20% strategic equity investment in Blue Yonder.

Practice head(s):

Brian Strawn; Jun Usami

Testimonials

‘Brian Strawn has over 30 year’s experience in Japan and is very familiar with Japanese companies’ needs. He usually correctly finds out the important points for the client, and takes appropriate action very quickly. He is an outstanding guy.’

‘Brian Strawn has a deep understanding of his clients’ strategies. He is also good at judging risk from a commercial approach. He provides a full range of professional services, from deal negotiation strategy to documentation.’

‘Shino Asayama has a deep understanding of her clients’ intentions and strategies. Based on those, she has an excellent ability to document clients’ intentions and strategies based on their intentions and strategies.’

‘I have been working with Brian Strawn who has been outstanding in achieving the objective of our request not only by bringing in the industry expertise but also by truly understanding the Japanese companies, people and business practices. He also communicates in English and Japanese seamlessly.’

‘Jun Usami well understands our inquiries and needs and leads us to the clear answer, based on his communication abilities and professional knowledge. His team, including Shino Asayama and Kazushi Morita, use their knowledge to help us to negotiate with the counterpart.’

‘Shino Asayama, Nels Hansen, and Jun Usami gave us proper and efficient advice with flexibility. Particularly goal oriented and client focused work of Ms. Asayama and Mr. Hansen was excellent.’

‘Jun Usami (partner), Nels Hansen (partner) and Shino Asayama (counsel) were the key attorneys of the team we have worked with. They have strong bilingual capabilities and practical knowledge working on complicated cross-border transactions. They provided practical solutions based on a clear legal analysis so that we could make business decisions.’

Key clients

The Special Committee of the Board of Directors of Line Corporation

Panasonic

Toyota Motor Corporation, TRI-AD

Mizuho Leasing Company, Limited.

DIC Corporation

IHI Corporation

Oasis Management Company Ltd.

Mitsui & Co., Ltd.

Mitsubishi Electric Corporation

NEC Corporation

ValueAct Capital

ND Software Co., Ltd.

Canon Medical Systems Corporation

Japan Bank for International Cooperation (JBIC)

gumi

Work highlights

  • Advised the Special Committee of the Board of Directors of Line on a proposed tender offer for the shares of Line and the subsequent business integration of Line and Z Corporation (formerly known as Yahoo Japan), in a transaction valuing Line at approximately $12bn.
  • Advised Panasonic on its 20% strategic equity investment in Blue Yonder, a leading US end-to-end supply chain software provider with an estimated enterprise value of $5.5bn.
  • Acted for Mizuho Leasing Company on its take-private acquisition of Aircastle Limited. with an approximately $2.4bn equity value, together with consortium partner Marubeni.

Clifford Chance

Clifford Chance saw further growth in 2020 with the recruitment of Michihiro Nishi from Skadden, Arps, Slate, Meagher & Flom LLP into the corporate and M&A practice; Nishi has experience in investments, corporate governance issues, disclosure work and stock exchange matters, and regularly advises private equity funds and public companies. The team of international and Japan-qualified lawyers, which is jointly led by Tatsuhiko Kamiyama and Natsuko Sugihara, advises on the full-range of corporate matters, with particular strength in the automotive, TMT, energy and leisure sectors. The group recently advised on a number of major investments in renewable energy projects.

Other key lawyers:

Michihiro Nishi

Testimonials

‘The team is very international and well connected between their foreign offices. The team is highly experienced in cross-border transactions involving multiple jurisdictions.’

‘Clifford Chance’s team consists of both Japanese native and English native speakers. This enables them to have the flexibility to handle ad-hoc matters arising from our daily operations and communicate with our Tokyo team as well as our HQ in English smoothly.’

‘Clifford Chance Tokyo team knows the client’s concerns. Their language skills are excellent. Their team has very high levels of industry knowledge.’

Key clients

Fujitsu Limited

Fujifim Corporation

Mitsubishi Corporation

Mitsui & Co., Ltd.

Sonnedix Japan KK

Nuveen Real Estate

Marubeni Corporation

Mizuho Leasing Company, Limited

Work highlights

  • Advised a joint venture formed by Marubeni Corporation and Mizuho Leasing Company on its acquisition of all remaining shares in Aircastle Limited.
  • Assisted Mitsubishi Corporation with its investment in a next generation utility company, BBOXX Limited.
  • Advised Mitsui & Co., Ltd. on its acquisition of a controlling stake in Belchim Crop Protection.

DLA Piper

The corporate team at DLA Piper's Tokyo office is instructed by Japanese and foreign clients on a mixture of inbound and outbound transactions. The team is spearheaded by Lance Miller and Masahiko Ishida and handles cross-border M&A as well as securities regulations, commercial disputes and general corporate matters. Recent key clients include JBIC, General Electric and Marubeni; Ishida was also instructed by the Tokyo Metropolitan Government on matters relating to the now rescheduled Tokyo Olympics. Ryutaro Takeda is a notable contact at the associate level.

Practice head(s):

Lance Miller; Masahiko Ishida

Other key lawyers:

Ryutaro Takeda; Mitsuharu Kataoka

Testimonials

‘Good teamwork under strong leadership.’

‘In-depth understanding and expertise in finance field with strong language capability in both English and Japanese.’

‘I work with Mitsuharu Kataoka and he is very responsive and provides commercial sensible advice.’

‘They have a strong sense of responsibility. They always respond to our requests as soon as possible with suitable answers.’

Key clients

A.T. Kearney

General Electric Company

NEC Corporation

OYO Hospitality UK

Danaher Corporation

Japan Bank for International Cooperation

Fortive Corporation

Marubeni Corporation

Avex Inc.

China Ping An Insurance Overseas HD

Nagase & Co., Ltd.

VinGroup Joint Stock Company

Zensho Holdings

Nippon Paper Industries Co., Ltd.

Citizen Watch Co., Ltd.

Tokyo Metropolitan Government

Asahishuzo co.,ltd.

NTT Docomo, INC.

Lego Company Limited

Tokyo Gas Co., Ltd.

Cohesity Inc.

OneConnect Financial Technology Co., Ltd.

LendingHome Corporation

AI Samurai

Embark Studios AB

Here International B.V

Circor Japan GK

nCino KK

Work highlights

  • Advising JBIC on its equity investment in an Irish entity operated by a Japanese start-up company for the purpose of providing electricity flexibility services to Ireland/Northern Ireland customers by way of using next generation power battery systems.
  • Advising OneConnect on the establishment of a Japanese joint venture with SBI Neo Financial Services Co. to distribute OneConnect’s fintech products in Japan.
  • Advised Oyo Hospitality UK, a subsidiary of Oyo India Private Limited, on its Japanese joint venture with SoftBank Corp. and SoftBank Vision Fund to bring Oyo’s hotel reservation platform to Japan.

Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo

Jacky Scanlan-Dyas and Wataru Kamoto jointly lead the corporate practice at Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo, which handles the full range of corporate transactions both inbound and outbound. While the firm advises on a broad range of sectors, particular areas of strength are the energy, infrastructure and life sciences industries. Scanlan-Dyas also has a focus on the manufacturing sector; she recently assisted with Applied Materials' $2.2bn share purchase of Kokusai Electric, which saw the Tokyo office collaborating with the firm's lawyers in Silicon Valley. The practice's deep pool of lawyers also includes Chiyokazu Shindo and Viet Nguyen as notable senior associates.

Other key lawyers:

Chiyokazu Shindo; Viet Nguyen

Key clients

Applied Materials

Asahi Group Holdings

Cornes Technologies

Daimler Group

Work highlights

  • Assisted Applied Materials with its $2.2bn share purchase of Kokusai Electric Corporation from KKR.
  • Acted for Asahi Group Holdings on its acquisition of Fuller’s Beer Business in the UK for £250m.
  • Advised Cornes Technology on its acquisition of minority interests in US & Israeli technology companies engaged in the lab-grown diamonds business.

Jones Day

Jones Day's practice recently handled several significant deals in the life sciences sector including Sumitomo Dainippon Pharma's $3bn investment and alliance with Roivant Sciences; the group also has considerable expertise in energy M&A and acting for private equity clients and trading houses. Three lawyers co-head the group: Gregory Salathé has particular experience in corporate transactions involving financial institutions including insurance companies and investment managers; Yuichiro Mori has been notably active in the technology sector; and Stephen DeCosse has substantial expertise in the renewable energy market.

Testimonials

‘Jones Day Tokyo office is a one-stop service for clients in Japan. They coordinate well with other offices around the world in a seamless manner. Their branches do not “compete” with each other.’

‘Steve DeCosse stands out in that he is so dedicated to clients and quickly understand clients’ very subtle needs and nuances. As it is a “high context” culture in Japan, his ability to read clients’ mind is conspicuous.’

Key clients

Sumitomo Dainippon Pharma Co. Ltd.

JERA Power International BV

PAG Holdings Ltd.

International Business Machines Corporation

JXTG Nippon Oil & Energy Corporation

MassMutual Life Insurance Company

MM Capital Partners

Work highlights

  • Advised Sumitomo Dainippon Pharma Co., Ltd., in connection with its investment of $3bn in a new strategic alliance with Roivant Sciences Ltd.
  • Acted for MassMutual on its sale of 85.1% of the shares of its Japanese life insurance subsidiary to Nippon Life Insurance Company for ¥104bn.
  • Assisted JERA with the acquisition of a minority stake in the Formosa 2 offshore wind power project, located near Miaoli County off the west coast of Taiwan.

Latham & Watkins Gaikokuho Joint Enterprise

A notable breadth of sector expertise allows the corporate and M&A department of Latham & Watkins Gaikokuho Joint Enterprise's Toyko office to advise a client base of multinationals on inbound and outbound cross-border deals. Since joining in mid-2019, Ivan Smallwood and Noah Carr have bolstered the team; Smallwood added strength in joint ventures and strategic investments while Carr leads advice to key clients including Softbank. Michael Yoshii, who previously split his time between Tokyo and Singapore, is now fully based in Japan, working on cross-border deals.

Testimonials

‘The Latham Tokyo team is very experienced with investment and joint venture transactions. This is a small but solid, high-quality group. Particularly good for technology deals and deals where IP is a major component, they have great business sense in these areas.’

‘Noah Carr is our stand-out choice in Tokyo. I have worked with him for years and plan to continue doing so. He is flexible and very quick to understand our end goal and get us there efficiently. He is young and responsible and brings a lot of energy and attention to the problem-solving aspects. But he also functions as a more senior lawyer in the way he manages our deals and strikes a balance in negotiations. He has done work all over Asia, which gives us good continuity from matter to matter.’

‘I’ve had good experiences with Ivan Smallwood, who is very knowledgeable on Japan/US transactions especially.’

‘The depth of legal advice and the client service are exceptional. Latham attorneys I have worked with are always thinking one (or more) issues ahead and have the expertise in different functional areas on hand to provide full-service solutions. Latham is also incredibly responsive to our needs, which provides a sense of comfort when they are leading transactions we are working on.’

‘Noah Carr is an exceptional attorney in terms of depth of legal advice, understanding of the commercial aspects of the issues at hand, and his client service.’

Key clients

Kioxia Corporation

Nissan Motor

SoftBank

Yahoo Japan / Z Holdings

Saputo Inc.

Callaway Golf Company

Mistletoe Singapore Pte. Ltd.

Work highlights

  • Advising Z Holdings and Yahoo Japan on their proposed business integration with Line.
  • Advised SoftBank on its $1.5bn further investment into the Series H financing round of Grab Holdings.
  • Advising Kioxia regarding its joint venture agreements with Western Digital Corporation for the production of NAND flash memory products.

Linklaters

Some of Japan's biggest companies looking to conduct outbound cross-border M&A instruct Linklaters' corporate and M&A team. The practice assists with the full range of corporate matters including M&A and joint ventures, with a particular focus on big-ticket deals. The technology, healthcare and renewable energy sectors are rich sources of work for the team; the expertise of joint practice heads Hiroya Yamazaki and Matthew Bland also extends to the financial services and real estate investment industries.

Practice head(s):

Hiroya Yamazaki; Matthew Bland

Key clients

Aioi Nissay Dowa Insurance Co., Ltd.

Ajinomoto Co., Inc.

Brother Industries, Ltd

Harmonic Drive Systems Inc.

Japan Infrastructure Initiative Company Limited

KYB Corporation

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Nippon Telegraph & Telephone Corporation

Nissin Foods Holdings Co., Ltd

Nomura Real Estate Holdings, Inc.

Nomura Securities Co., Ltd.

ORIX Corporation

Sandoz, a subsidiary of Novartis

Takeda Pharmaceutical Company Limited

Tokio Marine Holdings, Inc.

Work highlights

  • Advised Sandoz on its €400m acquisition of the Japanese business of Aspen Pharmacare.
  • Acted for Aioi Nissay Dowa Insurance on its acquisition of the preferred shares in Tangerine and on its acquisition of the minority stake in the ThingCo.
  • Assisted Ørsted with a strategic partnership with Tepco to establish a joint venture company, with the intention to bid for the expected public auction for an offshore wind power project in Choshi area, Chiba prefecture in Japan.

Ropes & Gray LLP

Tsuyoshi Imai leads the corporate and M&A practice at Ropes & Gray LLP, which advises clients on complex cross-border deals, with a particular strength in private equity transactions. In the private equity field, Imai is one of the region's leading lawyers; he is supported by Saeko Inaba, and the pair recently assisted Bain Capital with various acquisitions across a variety of industries. The group works closely with the firm's international offices, particularly in Korea and the US, enhancing its ability to assist across multiple jurisdictions.

Practice head(s):

Tsuyoshi Imai

Other key lawyers:

Saeko Inaba

Testimonials

‘Ropes & Gray is able to work seamlessly and efficiently across different offices and practice groups. Because of this, we were able to receive timely support, including timely responses on legal analyses, and was able to move the transaction forward efficiently.’

‘I have worked with Saeko Inaba closely on an M&A transaction, and Tsuyoshi Imai, the managing partner of R&G Tokyo office. It was my first time to work with Inaba, who just made partner last year, and was impressed by her communication skills, analysis of risk, negotiation skills – including describing what is fair and not fair to each party, and her dedication to support her client. Especially, Inaba quickly understood what our concerns are and provided a solution, including reflecting the solution into the drafts in a timely manner.’

Key clients

Bain Capital

Baring Private Equity Asia

Kioxia Holdings Corporation (formerly Toshiba Memory Holdings Corporation)

Nissan Motor Corporation

Ooedo Onsen Monogatari Hotels & Resorts, Ltd.

ADK Holdings, Inc.

Yukiguni Maitake Co., Ltd.

EmberPoint Co., Ltd.

Canada Goose

Deutsche Bank

Work highlights

  • Advising Bain Capital on its $875m acquisition of Showa Aircraft.
  • Advised Bain Capital on its $900m acquisition of the HR business of Works Applications.
  • Advised Kioxia Holdings Corporation on its $11bn refinancing and redemption of shares from existing shareholders.

Shearman & Sterling

Shearman & Sterling fields a corporate and M&A practice, which handles complex global deals including outbound investments, foreign direct investments, joint ventures, public and private acquisitions and divestitures. Group head Karl Pires focuses on advising Japanese clients on transactions outside Japan and assisting multinational clients with transactions in Japan; the team acts for heavyweight clients from a number of industries, particularly the energy and chemicals sectors. Masahisa Ikeda and Toshiro Mochizuki from the firm's closely-aligned capital markets practice are also key names in the corporate team.

Practice head(s):

Karl Pires

Other key lawyers:

Masahisa Ikeda; Toshiro Mochizuki

Key clients

Nippon Shokubai Co.

Sanyo Chemical Industries

Mitsubishi Chemical Corporation

Mitsubishi Chemical Media Co.

ArcelorMittal S.A.

Line Corporation

Development Bank of Japan Inc.

Canada Pension Plan Investment Board

Japan Exchange Group, Inc.

Toppan Printing

Toyota Motor Corporation

Fukuoka Financial Group and The Eighteenth Bank, Ltd.

Idemitsu Kosan Co., Ltd.

Showa Shell Sekiyu K.K.

Work highlights

  • Acted for Line Corporation, the provider of one of Japan’s most popular mobile messaging apps, in connection with its potential business integration with Z Holdings Corporation, the holding company of Yahoo Japan Corporation.
  • Advising Canada Pension Plan Investment Board on the acquisition of Pattern Energy Group Inc. in an all-cash transaction.
  • Advised the Development Bank of Japan in connection with its investment in JERA Formosa 2 B.V. by way of subscription for newly issued convertible, redeemable, non-voting preferred shares.

Simpson Thacher & Bartlett LLP

Regularly instructed by private equity companies, strategic buyers and Japanese corporations on cross-border transactions, Simpson Thacher & Bartlett LLP works closely with its international counterparts, particularly in New York and Hong Kong, to assist with complex M&A involving Japanese entities. Experienced practitioner David Sneider leads the team with support from counsel Noritaka Kumamoto and Hong Kong-based Ian Ho. Notable clients include KKR, which instructed the firm on a number of transactions in 2019.

Key clients

Goldman, Sachs & Co.

Kohlberg Kravis Roberts & Co. L.P.

Blackstone

Murata Manufacturing

Work highlights

  • Acted for SoftBank in connection on the announced $30bn business integration of Z Holdings and Line.
  • Advised Calsonic Kansei on its $7.1bn acquisition of Magneti Marelli.
  • Advised KKR on the pending sale of Kokusai Electric to Applied Materials.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP's Tokyo practice has over 30 years of experience in advising buyers and sellers on cross-border M&A and joint ventures. Japan-qualified Mitsuhiro Kamiya and US-qualified Kenji Taneda co-head the practice and collaborate with the firm's US offices on significant deals across a number of sectors, particularly the technology sector; Toshiba is a key client. Akira Kumaki is a key name to note for M&A, private equity issues, securities work and general corporate advice.

Practice head(s):

Mitsuhiro Kamiya; Kenji Taneda

Other key lawyers:

Akira Kumaki

Key clients

Endurance Specialty Holdings Ltd.

Sumitomo Mitsui Banking Corporation

Sekisui Chemical Co., Ltd.

Toshiba Corporation

Fortress Investment Group LLC

Pacific Industrial Co., Ltd.

Key Safety Systems, Inc.

Miraca Holdings, Inc.

Nippon Shokubai Co., Ltd.

Toyota Industries Corporation

Greenhill & Co.

SM Entertainment Japan

Work highlights

  • Acted for Greenhill & Co. as financial adviser to Arcland Sakamoto Co. on its $480m going-private acquisition of Lixil Viva Corporation (Japan).
  • Assisted the Pure group of insurance companies with the $3.1bn acquisition of Privilege Underwriters by Tokio Marine Holdings.
  • Advised Toshiba Corporation, as US law counsel, on compliance matters relating to its tender offer to buy out NuFlare Technology.

Ashurst

Ashurst's practice is led by Tracy Whiriskey, who has 20 years of experience in Japan and specialist knowledge of the insurance sector. The group leverages the firm's global network to advise Japanese clients on cross-border M&A, inbound acquisitions and joint ventures. Trading houses, financial institutions and companies in the energy, infrastructure, TMT,  manufacturing and agriculture sectors are on its client roster and take advantage of the expertise at the firm's offices in Melbourne and London; Natsuko Ogawa and Hiroyuki Iwamura are the respective key contacts. In Tokyo, David Wadham and Kensuke Inoue are notable names for energy sector M&A.

Practice head(s):

Tracy Whiriskey

Other key lawyers:

David Wadham; Kensuke Inoue

Testimonials

‘The team has great experience with dealing with Japanese companies and is capable of addressing proactively the issues a Japanese company would often face.’

Key clients

Mitsui & Co., Ltd.

Sojitz Corporation

Itochu Corporation

Mitsubishi Corporation

Japan Bank for International Cooperation

Nippon Life Insurance Company

Alliance Bank Malaysia Berhad

Nisshin Seifun Group Inc and Nisshin Flour Milling Inc

Sekisui House, Ltd.

Work highlights

  • Advised JBIC on its equity investment (in support of Japanese equity investor Osaka Gas) in AGP International Holdings Pte Ltd.
  • Assisted Alliance Bank Malaysia Berhad with its competitive auction process in relation to its exclusive 15-year bancassurance agreement with Zurich General Insurance Malaysia Berhad.

K&L Gates

K&L Gates fields a corporate and M&A practice, which focuses on assisting companies with Japan-based operations and international companies seeking to expand operations in Japan on a range of domestic and cross-border deals, including corporate, commercial and venture capital transactions and private equity fund investments. Ryan Dwyer is a co-founding partner of the Tokyo office and leads the practice, with a particular focus on the technology sector. Eric Sedlak has notable expertise in M&A in the oil and gas sector. Dale Araki and Tsuguhito Omagari are also key contacts to note.

Practice head(s):

Ryan Dwyer

Testimonials

‘One way that they are particularly good is in handling issues in several jurisdictions at once. K&L Gates has offices in many countries, which is very efficient, but even when they use an external firm, it often feels like they are part of the same team.’

‘K&L Gates has strong teams in many of the other areas that support an M&A deal or a joint venture.’

‘The M&A team at K&L Gates works well together and that is very good for us as a client.’

‘Eric Sedlak is insightful, creative, has very broad geographic and substantive experience. There are a lot of good lawyers in Tokyo but he has a unique package of skills that is valuable to us as a client.’

‘Ryan Dwyer who is the managing partner of K&L Gates Tokyo, really understands the Japanese business, and the cross boarder business and give us good advice or strategies.’

Key clients

Idemitsu Kosan Co.

Arconic Corp.

Informa

II-VI Incorporated

Century Medical

PCG Solutions

Micro Focus International

ABeam Consulting

Work highlights

  • Assisted Idemitsu Kosan Co with its investment in the Nghi Son Refinery and Petrochemical Complex in Vietnam.
  • Advised on the Japan aspects of the corporate split of Arconic Corp.
  • Advised on and executed the corporate split of Informa in Japan, including the creation of the new entity and transfer of employees and business.

Morgan Lewis & Bockius LLP

Morgan Lewis & Bockius LLP's practice, which is led by Motonori Araki, handles cross-border M&A and joint ventures as well as providing corporate advice. A recent highlight saw Araki join lawyers from the firm's international offices to advise Tadano Co. on its $215m acquisition of the Demag Mobile Cranes business of Terex Corp. Mitsuyoshi Saito is a key name to note for matters across M&A, commercial transactions and dispute resolution.

Practice head(s):

Motonori Araki

Other key lawyers:

Mitsuyoshi Saito

Key clients

Tadano Co.

Work highlights

  • Acted for Tadano Co. on its $215m acquisition of the Demag Mobile Cranes business of Terex Corp.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP's recent work demonstrates its notable strength in the technology sector; it provided advice to Mizuho Securities Principal Investment on its cross-over round investment into a US-based life science startup, and assisted Paypal with its investment into the $83m series C-5 financing of Paidy. Hiroki Sugita and Mark Weeks, who splits his time between New York and Tokyo, jointly lead the team and take instructions from a substantial client roster, which includes Rakuten, Toyota Motor and Mizuho Securities.

Practice head(s):

Mark Weeks; Hiroki Sugita

Testimonials

‘They are flexible and client oriented.’

‘Knowledgeable about the industry and update if necessary.’

Key clients

Axil Capital Advisors

Daicel Corporation

Hijojo Partners

Liquid

Mizuho Securities Principal Investments Co.

Nippon Soda Co.

PayPal Holdings

Rakuten

Toyota Motor

Tokyo Boeki Holdings

Whill

Work highlights

  • Advised Whill, the company behind Personal Electric Vehicles (PEVs), on its capital alliance with Tokio Marine Holdings, a multinational insurance holding company.
  • Acted for Toyota Motor on its $400m investment in autonomous driving company Pony.ai’s Series C round.
  • Advised Paypal on its investment into the $83m Series C-5 financing of Paidy, a Tokyo-based company that provides an online payment platform and loan service.

Paul Hastings LLP

Paul Hastings LLP acts on cross-border inbound and outbound M&A deals, strategic alliances and joint ventures under the leadership of Toshiyuki Arai. The TMT sector is a particular area of strength for the team, which also stands out for its expertise in deals between Japanese and Chinese entities, a niche area of experience for Arai. Associate Yuko Kamo is a key name to note, contributing to a number of the team's recent highlights, including advising a consortium of investors on its acquisition of Eastdil Secured from Wells Fargo. Eiji Kobayashi departed for Greenberg Traurig Tokyo Law Offices in late 2019.

Practice head(s):

Toshiyuki Arai

Other key lawyers:

Yuko Kamo

Key clients

American Eagles Outfitters

Bank of Tokyo-Mitsubishi UFJ

Hitachi Construction Machinery

Hitachi Ltd.

JP Morgan

Konica Minolta, Inc.

Kobe Steel

SOFTBANK

Shanghai Electric

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Club Co., Ltd (SMTC)

Work highlights

  • Acted for a consortium of investors on the acquisition of Eastdil Secured, L.L.C. from Wells Fargo Bank.
  • Acting for Sumitomo Mitsui Trust Club Co. on a series of transactions involving Citi’s global corporate card issuance program in Japan.
  • Assisted American Eagle Outfitters with disengaging a Japanese franchisee. This involved the strategic and considered transfer of different assets and data.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

A mix of Japanese and international clients, including Mitsubishi Chemical Holdings, Hunt Companies and Softbank Vision, instruct Paul, Weiss, Rifkind, Wharton & Garrison LLP on transactions and corporate matters. Tong Yu and Kaye Yoshino jointly head up the team; Yu focuses on advising Japanese and other Asian companies on global capital markets transactions and cross-border M&A matters, while Yoshino has notable strength in equity investments and strategic joint ventures.

Practice head(s):

Tong Yu; Kaye Yoshino

Key clients

Yokohama Rubber Co.

Citigroup Inc.

SoftBank Venture Fund

Aioi Nissay Dowa Insurance

Oaktree Capital Management

Mitsubishi UFJ Financial Group

Sumitomo Corporation

Mitsubishi Chemical Corporation

Work highlights

  • Advising Life Science Institute Inc. and its parent company Mitsubishi Chemical Holdings Corporation on its strategic capital alliance with PHC Holdings Corporation.
  • Assisting Chassis Brakes International Group, a portfolio company of KPS Capital Partners, LP, with its sale to Hitachi Automotive Systems, Ltd., a wholly owned subsidiary of Hitachi, Ltd.
  • Assisting Hunt Companies with the sale of its commercial real estate finance subsidiary Hunt Real Estate Capital, LLC to ORIX Corporation.

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

As managing partner of Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho's Tokyo office, Ken Kurosu works alongside Asia Pacific chair of the global corporate practice  Stephen E Chelberg to advise foreign acquirers of Japan-based companies on share purchases, asset deals and tender offers, as well as acting for Japanese companies acquiring overseas. The team is also notably active for trading companies. The sizeable team also includes Mörk MurdockRika BeppuSteven Doi and Jun Mamiya.

Practice head(s):

Ken Kurosu; Stephen E Chelberg

Key clients

Japan Cloud Computing

Work highlights

  • Advised Japan Cloud Computing on the formation of a Japan joint venture with nCino, and the formation of a strategic business alliance with a leading US private investment fund for a consulting platform.

King & Spalding

King & Spalding's client base of companies in the energy and infrastructure sectors instruct the team on asset and interest transactions. Mark Davies is the Tokyo office's primary contact for M&A in the energy and infrastructure space and senior associate Daisuke Shimodaira has extensive experience in advising clients on domestic and cross-border transactions in the fuel and power industries. Projects and energy practice head John McClenahan is also a key name to note.

Practice head(s):

Mark Davies

Mayer Brown GJBJ

As part of the firm's global corporate and securities practice, Mayer Brown GJBJ fields a corporate team in Tokyo, which advises on outbound M&A and disposals of overseas businesses for Japanese corporates and financial institutions. Group head Gordon Palmquist works closely with the firm's offices in the US, Asia and Europe, acting for Japanese clients on outbound investments and divestitures. Tokyo office managing partner Rupert Burrows is a key contact for projects and energy M&A.

Practice head(s):

Gordon Palmquist

Other key lawyers:

Rupert Burrows; Rio Kamei

Key clients

Itochu

Mitutoyo

Mitsui

Mitsubishi Corporation

Sumitomo

Softbank Vision Fund

NTT

Work highlights

  • Advised on an investment by SoftBank Vision Fund in VNLife Corporate involving both a primary and a secondary tranche.
  • Assisting MC and NTT with the formation of a JV and the acquisition of a 30% stake in Here Technologies from its existing owners Audi, BMW Group, Intel Capital and Mercedes-Benz.
  • Acting for Mitutoyo Corporation on the acquisition of the remaining 49% of Mitutoyo Leeport Metrology Corporation from Leeport Machine Tool Co.

Norton Rose Fulbright

Norton Rose Fulbright recruited Isamu Inohara from Morrison & Foerster LLP in late 2019 to head up its corporate and M&A team. Inohara adds his knowledge of US-Japan trading and experience in carve-out transactions involving the US to a practice, which focuses on cross-border M&A and joint ventures. The group acts for public and private companies across a range of sectors including the technology, life sciences, healthcare and energy industries.

Practice head(s):

Isamu Inohara

Other key lawyers:

Chris Viner

Key clients

Sumitomo Chemical Company

JERA Co.

TEPCO Power Grid

Mitsui & Co.

Mitsui E&S Shipbuilding Co.

Marubeni Corporation

Work highlights

  • Advised Sumitomo Chemical Company Limited on its A$1.1bn acquisition of Nufarm Limited’s crop protection business in Brazil, Argentina, Colombia and Chile.
  • Acted for Jera Co. and Tepco Power Grid on the acquisition of a strategic interest in Zenobe Energy.
  • Advised Mitsui & Co. and Mitsui E&S Shipbuilding Co. on a partnership with Yangzijiang Shipbuilding and the establishment of a Chinese joint venture to build ships in China.