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

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho offers a full service corporate and M&A practice, with a strong focus on complex outbound, cross-border transactions. The firm is considered a one-stop for all private and public M&A, with a 'deep understanding' of the automotive and pharmaceutical industries. Led by Nick Wall and Tokutaku Ito, the team covers the spectrum of matters including disposals/divestments, joint ventures, privatisations, private equity, and corporate restructurings with a team of fully bilingual practitioners with multi-jurisdictional legal capabilities. Wall has extensive experience in the automotive, TMT and healthcare sectors. Ito is a cross-border financial services expert, recently instructed in MS&AD’s acquisition of a 14.5% stake in the Phoenix Group. Osamu Ito is a key member of the corporate team, as is counsel Taro Nakashima who acts for Japanese clients in the food and beverage/consumer sectors. Senior associate May Sakai is also of note, being joint UK and Australia (Victoria) qualified.

Practice head(s):

Nick Wall; Tokutaka Ito

Other key lawyers:

Osamu Ito; Taro Nakashima; May Sakai

Testimonials

‘A&O has a clear understanding of our clients’ requirements and has developed a strategy for that. Not only that, they also took care of the troubles that could occur 5 or 10 years from now, made a strategy, and approached the contract negotiations. I think their teamwork in the office is also wonderful. ’

‘Attorney Nick Wall is very good at negotiating. He makes jokes in the midst of tense talks during bargaining, and at the moment he invites the other side of negotiation to laugh, he gets into the other side’s pocket and brings it to an advantageous development.’

‘Global network and deep understanding of our business strategy.’

‘Very experienced team who are flexible and responsive to our staffing needs across different offices. ’

‘Nick Wall is very familiar with our business and offers practical solutions to complex issues.’

Key clients

Mitsubishi Materials Corporation

Pernod Ricard S.A

Daidoh Limited

MS&AD

JERA Corporation

Asahi Group

Work highlights

  • Advised Mitsubishi Materials Corporation on its USD$275 million acquisition of a 30% stake in the Mantoverde copper mine located in Chile.
  • Advised MS&AD Insurance Group Holdings, Inc. (MS&AD) in relation to the acquisition by Phoenix Group Holdings PLC (Phoenix) of 100% of the share capital of ReAssure Group PLC (ReAssure), a leading life insurance closed book consolidator in the United Kingdom, from MS&AD and Swiss Re.
  • Advised Pernod Ricard SA (PR), the global alcoholic beverage company headquartered in Paris and listed on the Euronext, in relation to its investment (through an indirectly wholly-owned subsidiary) in Number One Drinks Ltd (NOD), a Kyoto-based company that produces and distributes gins under the “Ki No Bi” brand from its distillery in Kyoto known as ‘The Kyoto Distillery’.

Baker McKenzie (Gaikokuho Joint Enterprise)

Akifusa Takada leads Baker McKenzie (Gaikokuho Joint Enterprise)’s sizable corporate and M&A practice. The team advises Japanese clients on cross-border and domestic M&A, with a core group dedicated to the former, and the latter made up of sector/industry and related practice area specialists to present clients a full service. The outbound practice supports clients in joint ventures, partnerships, and other acquisitions and capital tie-ups across the world, working closely with other offices within the firm’s network. Takada handles large-scale acquisitions and reorganisation transactions, while Jiro Toyokawa has extensive experience advising Japanese financial institutions. Tetsuo Tsujimoto supports the practice with his experience in private equity/venture capital investments, as does Yutaka Kimura, particularly in the TMT sector. Hideo Norikoshi is a key name, particularly in the healthcare and life sciences sector, and Kiyoshi Endo has significant expertise advising on corporate, insurance, securities and foreign exchange matters.

Practice head(s):

Akifusa Takada

Other key lawyers:

Tetsuo Tsujimoto; Jiro Toyokawa; Yutaka Kimura; Kiyoshi Endo

Testimonials

‘Bakers are well-positioned for mid-market M&A in Japan. They also work on larger deals but most of our M&A is in the mid-market space and it is difficult to find law firms in Japan who have deep resources and excellent language skills, but are agile enough to do mid-market deals in Japan. Many larger firms have the language and legal skills but are simply too slow, and not commercial or proactive enough; overall their approach is too onerous and expensive for smaller transactions. ’

‘Baker McKenzie Tokyo’s M&A practice led by Mr. Akifusa Takada is the most experienced cross border M&A team in the Tokyo market. I have worked with many other law firms in Japan, but I can say that BM Tokyo is the best based on their quality of legal services, breadth and depth of talent, commercial pragmatism, seamless global network, and cultural and language diversity and flexibility that are all critical in executing complicated cross border M&As. They are ahead of other firms in terms of gender, ethnicity and LGBTQ diversity and deploying innovative technologies in executing deals.’

‘My main contact lawyer is Mr. Akifusa Takada. Mr. Takada has been always responsive and he understands our company’s strategic objectives as well as challenges and offers solutions that really serve our best interest from a holistic perspective not limited to legal which is exactly what I expect my advisors to contribute. I also had a chance to work with Mr. Hiroshi Kasuya in a distressed M&A this year and I found him very knowledgeable and practical in handling complicated insolvency issues. The team’s associates, including Masahiro Inaba and Junya Suzuki, are well’

 

Key clients

Sumitomo Mitsui Finance and Leasing Company, Limited

Sumitomo Chemical Company, Limited

Mitsui Sumitomo Insurance Company, Limited

Dai-ichi Life Holdings, Inc.

Meiji Yasuda Insurance

Tokyo Gas

L Catterton Asia Advisors

Daiwa House Industry Co., Ltd.

Ube Industries, Ltd.

Pleiad Investment Advisors

UACJ Corporation

Daiwa Securities Group Inc.

Mitsubishi UFJ Trust and Banking Corporation

Suncorporation

Arcelik A.S.

Work highlights

  • Advised Mitsui Sumitomo Insurance Company, Limited on a strategic partnership with Hippo Enterprises Inc., a US based insurtech group.
  • Advised SUN CORPORATION on the listing of its Israeli subsidiary, Cellebrite DI Ltd., on the NASDAQ stock exchange via a De-SPAC transaction which values Cellebrite at USD 2.4 billion.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP’s Tokyo based M&A team advises Japanese clients on complex, high-value overseas acquisitions and cross-border deals. Led by Kenneth Lebrun, the team holds a high-profile deal portfolio for clients such as Mitsubishi, Shisedo, and Nitori Holdings. The team advises Japanese financial, industrial, consumer, and real estate companies on a variety of acquisition, divestitures, investments, and joint ventures throughout the world, and is particularly adept at advising in situations involving hostile transactions and unsolicited tenders. Lebrun’s recent instructions include advising Shiseido on an approximately $1.52 billion transfer of its personal care business to CVC Asia Pacific. Jon Gray is also a key name within the team, and is the managing partner of the firm’s Tokyo office. Gray’s expertise includes US public M&A matters, global equity offerings and IPOs, US-directed capital offerings by Japanese financial institutions and corporations, high yield and project bonds, liability management transactions, sponsor-related exits and Japanese REIT global offerings.

Practice head(s):

Kenneth Lebrun

Other key lawyers:

Jon Gray

Testimonials

‘In connection with our financial advisory services to Japanese corporations relating to their various M&A transactions, the firm provided us with legal advice and assistance as our own legal advisor.’

‘The firm has broad and long experiences in M&As involving Japanese companies and are knowledgeable about M&A practices both in the U.S. and Japan, effectively combining their global capabilities. In addition, they are well aware of potential issues and concerns from not only the transaction parties’ view point but also the financial advisors’ view point (including our standard and stances). Therefore, they are always helpful and important resources for our evaluating potential issues which may arise from our Japan related M&A financial advisory work.’

‘I am completely satisfied with the firm’s service. ’

‘Ken Lebrun is always client focused, responsive and reliable. He has extensive knowledge and skills based on broad and long experiences in M&A markets involving Japanese companies. He also has integrity and good personality. He is efficient and his fee level is reasonable. He is a true trusted advisor and is one of the best M&A lawyers in Japan. So, I always feel comfortable with working with him. I am completely satisfied with his service.

‘Chihiro Sasaki and Paul Jun are helpful and very good associates in the firm’s Tokyo office. They are also responsive and reliable lawyers. ’

Key clients

Shiseido Company, Limited

Kyocera Corporation

Mitsubishi HC Capital Inc.

Nitori Holdings Co., Ltd.

Mitsui Fudosan Co., Ltd.

Arcland Sakamoto Co., Ltd.

Mizuho Bank, Ltd.

Invesco Ltd.

Oki Electric Industry Co., Ltd.

Work highlights

  • Advised Shiseido on the transfer of its personal care business to CVC Asia (approximately $1.52 billion)
  • Advised Nitori Holdings Co., Ltd. as U.S. counsel in connection with its tender offer for the shares of Shimachu Co., Ltd. (approximately $2 billion)
  • Advising IRE (Cayman) Limited as U.S. counsel in connection with its planned tender offer for the shares of Invesco Office J-REIT, Inc. (approximately $1.8 billion).

Herbert Smith Freehills

A firm that specialises in cross-border M&A and corporate transactions, Herbert Smith Freehills offers a full service, global coverage for its Japanese clients. Strong in the energy, manufacturing, TMT, pharmaceutical, healthcare, and consumer sectors, the team offers a seamless one stop service by combining expertise from the Tokyo office and local offices within the target jurisdiction. The team is led by Graeme Preston, who is also head of the firm’s Asia corporate practice. Also of note within the team is Damien Roberts, who has a strong focus on infrastructure, energy, and natural resources, with well regarded expertise for transactions into Australia. Andrew Blacoe is another key name in the team, particularly for large scale energy transactions such as conventional power, renewables, and related infrastructure. Joseph Fisher was promoted to partner in 2021, and specialises in deals into Southeast Asia and Europe.

Practice head(s):

Graeme Preston

Key clients

SoftBank Group Corp

Sumitomo Corporation

NTT Group

Mitsui & Co. Ltd.

Marubeni Corporation

Mitsubishi Corporation

Bridgestone Corporation

JOGMEC

Asahi Kasei Homes

Sumitomo Metal Mining

Work highlights

  • Advising Bridgestone Corporationn various matters including (i) on its acquisition of Otraco International Pty Ltd., an Australian company engaged in the automotive services sector specifically for mining vehicles; and (ii) on the acquisition of the business and assets relating to, and the grant of an exclusive worldwide licence to the technology of, the iTrack tyre monitoring system from UK-based Transense Technologies.
  • Advised NTT DOCOMO on its sale of its entire 6.3% stake in Robi Axiata Limited to Bharti International (Singapore);
  • Advised Sumitomo Metal Mining on its joint US$400 million divestment (along with Vale Canada Limited) of a 20% interest in PT Vale Indonesia Tbk to Indonesian state-owned enterprise MIND-ID

Morrison Foerster

A stand-out practice in Tokyo Morrison Foerster handles some of the regions highest profile, high-value work. The team represents and advises both Japanese and international companies on public and private acquisitions, complex carve-outs, spin-outs, joint ventures, and in/outbound strategic alliances. Ken Siegel, who leads the practice, led the team in advising SoftBank in the US$40bn sale of UK headquartered multinational semiconductor and software design company Arm Limited to US chip company NVIDIA. Within the team Gary Smith is also a key contact, particularly in relation to Southeast Asia, South Asia, and South American businesses. Randy Laxer’s practice focuses on inbound and outbound joint ventures, private equity, and strategic buyouts in the tech, life sciences, and media industries. Stan Yukevivch and Jeff Schrepfer are also of note, as is Jeremy White. Co-head of the firm’s Asia private equity practice Nozomi Oda bolsters the team and advises on a wide range of Japanese regulatory matters. Leo Aguilar is also of note, focusing on strategic alliances and joint ventures across the technology, energy, and infrastructure industries.

Practice head(s):

Ken Siegel

Testimonials

‘This firm has been contributing quite long to our company to various matters under very complex relationship between our shareholder corporation. Under such situation, their strength is quick comprehension of business back ground and suggestion of practical solution with full understanding of business background. Mere knowledge of laws and regulations of related countries is not sufficient for us. ’

‘Their overall strength is as noted above but most of such comes from Mr. Gary Mitchel Smith, Partner and I noticed his attitude spread to all his team members.’

‘Other than the fact that MOFO is a highly professional firm where advice to clients has been instrumental and practical but what differentiate is its ability to lead the transactional advise out locally in both Japanese law and US laws in timely manner beyond that provided by other global firms also based locally in Japan.’

‘The level of people based in Tokyo outstand other global firm creating higher confidence to advise directly coming from the Tokyo office, with support coming from their overseas offices. I also do see the Partners are extremely well connected with their overseas Partners as one firm which are usually fully on board when they are necessary to be a part of any conversation, which further gives comfort to who we are getting the advice from’

‘Lead Partner I have worked with was Mr. Randy Laxer. He has always shown commitment and is on-top not just of the theme but also of details of any deliverables, oral presentation and capable of QA, negotiation or side-chat seamlessly. Mr. Laxer has been extremely value adding to client’s transaction team in not just the factual assessment of the issues but advising them of the experience of MOFO as a firm on a timely manner beyond what other firms usually can respond allowing client team more time to assess and discuss matter with before making into any action.’

‘We have appointed the same team not only in this project but also in the past, but they always provide high quality. From abundant experience, there are many withdrawals.’

‘Randy Laxer is the lawyer I personally trust most in cross-border M&A. When conducting cross-border M & A transactions with a high degree of difficulty, consider using the first candidate.

‘Rika Saeki. In a nutshell, a lawyer who is attentive and you can feel free to consult with. She looks ahead to the points that the client is not aware of and raises the theme of the issue. She can keep an eye on the details. Japanese law firms are smart for logistical work, but they are conservative in terms of business and unsatisfactory in terms of solutions. On the other hand, foreign-affiliated law firms are often unwieldy in terms of logistics. Randy Laxer’s team, including Rika Saeki, has the impression that there are many smart members on both sides.’

 

Key clients

Softbank Group Corp.

Tencent Holdings Limited

Palantir Technologies Inc. and Palantir Technologies Japan

Ping An Insurance (Group) Company of China Ltd.

L Catterton

Mitsubishi UFJ Financial Group (MUFG)

Mitsubishi Heavy Industries, Ltd.

TDK Corporation

SBI Holdings

Taisho Pharmaceutical Co., Ltd.

Sage Automotive Interiors, Inc.

Work highlights

  • Advising SoftBank in $40 billion sale of Arm to NVIDIA.
  • Advising Tencent as an investor in a $2.2 billion equity raise by Rakuten.
  • Advising Ping An Group in its capital and strategic alliance with Shionogi.

Shearman & Sterling

Led by Karl Pires, Shearman & Sterling’s Japan M&A team undertake complex, global deals, including outbound investments, foreign direct investments, joint ventures, public and private acquisitions and divestitures. The team has demonstrable strength in the energy, TMT, manufacturing, and financial sectors, and coordinates with the firm’s regional offices as one integrated team to provide complex structuring, financing, and regulatory advice. Pires maintains strong relationships with the firm’s key clients, and focuses on advising both Japanese clients on transactions outside of Japan, and multinationals with transactions in Japan in the energy and industrial industries. Masahisa Ikeda and Toshiro Mochizuki from the firm’s capital markets team work with the corporate practice.

Practice head(s):

Karl Pires

Other key lawyers:

Masahisa Ikeda; Toshiro Mochizuki

Testimonials

‘This firm has good lawyers on each M&A deals and securities transactions both in US and Japan.’

Key clients

Ant Capital Partners

Celanese Corporation

Development Bank of Japan

Hulic

LINE Corporation

ListenField

Nippon Telegraph and Telephone Corporation

Osaka Gas

Tokuyama Corporation

Work highlights

  • Advised Japanese telecoms giant Nippon Telegraph and Telephone Corporation (NTT) in connection with a take-private transaction of its wireless carrier unit NTT Docomo, Japan’s largest mobile phone operator, for JPY4.25 trillion ($40 billion).
  • Advising Ant Capital Partners Co., Ltd., the Japan-based private equity and venture capital firm, on its potential business combination with Softbrain Co., Ltd., the Japan-based software developer, through a tender offer.
  • Advised Celanese on its definitive agreement to sell its 45 percent equity interest in the Polyplastics joint venture to Daicel Corporation for $1.575 billion.

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

White & Case LLP – White & Case Law Offices (Registered Association) continues to be instructed by Japanese clients in some of the regions largest and prominent M&A deals. Co-led by Brian Strawn  and Jun Usami , the team is well known for its expertise in the manufacturing industry, advising household name clients such as Panasonic and IHI. The team also advises on corporate transactions in the TMT sector. Strawn has extensive experience in the automotive industries; he advised on a US$7.2bn tender offer for the shares of LINE. Usami has also had a strong year, recently representing Panasonic on its acquisition of the remaining 80% of the capital stock interests of Blue Yonder. Nels Hansen was promoted to partner in early 2020, as was Shino Asayama in early 2021. Clara Shirota joined the team following her departure from Clifford Chance, boosting the team’s private equity practice.

Practice head(s):

Brian Strawn; Jun Usami

Other key lawyers:

Nels Hansen; Shino Asayama;

Testimonials

‘The team is a very diversified one. Team members come from all over the world. This enable them to understand different regions’ legal environments, in turn they are able to provide appropriate advice in different jurisdictions.

‘They have a global network so that if necessary, they can always assign the most suitable member to take care of my cases.’

‘Given our business is making venture investments globally, we need a lawyer who understands multiple jurisdiction laws and also has deep knowledge and experience in the corporate laws. Nels stands out because he speaks both Japanese and English, understands both Japan and US corporate laws and also experienced a lot of cases with variable situations.’

‘Their unique service structure is that the Tokyo Office plays the role as the contact point with their clients and simultaneouly as the hub in the world-wide network of White & Case. Japanese clients including us can communicate with very smoothly with the Tokyo Office, and can utilize White & Case excellent resources through them.’

‘We have had very long good relationship with White & Case Tokyo Office and abundant co-work experience. Through these history, we have great trust in them. This is because they always have stable attitude to be close with their clients and try hard to grasp the essence of their clients’ requirements. They are always very quick in response, and kind. These outstanding elements must have strengthen our trust in them. ’

‘White & Case’s strength lies in its in-depth knowledge of and extensive experience with Japanese companies and business practices. Particularly in cross-border M&A, White & Case’s strength lies in its ability to provide up-to-date and professional legal advice in a speedy manner through its overseas network. Brian Strawn, has a wealth of experience, and based on his business experience, he is able to make excellent risk assessments and provide the best advice based on the client’s business strategy.’

‘Shino Asayama has excellent documentation skills. Based on a deep understanding of the client’s intentions, she is able to quickly present solutions and provide documentation. ’

‘W&C seeks out bilingual attorneys more than other firms in Tokyo. W&C is especially good at helping Japanese corporations do deals outside Japan.’

‘Brian Stawn has a long history of helping Japanese listed companies invest outside Japan. Exceptional client service pared with deep experience gained our trust. We would often invite him to preliminary brain storming sessions because we value his high-level insight. ’

‘Efficient, speedy and precise review of the DAs for M&A deal. W&C has a lot of experience and gives us insightful advices for the negotiation. You can have W&C team for the negotiation of contracts if you wish. Rich connections with governmental entities, which make a deal easy, if the deal involves governmental things.’

‘Deep understanding of other culture(s). I think many Japanese companies have unique and annoying internal process for M&A. W&C understands this situation very well and gives us advices also for this.’

Key clients

Starwood Capital Group

Panasonic Corporation

The Special Committee of the Board of Directors of LINE Corporation

SoftBank Group Corp.

Central Japan Railway Company (“JR Tokai”)

BofA Securities Japan Co., Ltd.

Canon Medical Systems Corp.

Nomura Securities International, Inc.

Toyota Motor Corporation

ValueAct Capital

DIC Corporation

IHI Corporation

Work highlights

  • Advised Starwood Capital Group, a global private investment firm focused on real estate and energy infrastructure investments, on the tender offer for Invesco Office J-REIT, Inc., a listed J-REIT in Japan, for 22,500 JPY per investment unit, by pooled investment vehicles managed and/or controlled by Starwood Capital Group.
  • Advised Panasonic Corporation on its acquisition of the remaining 80% of the capital stock interests of Blue Yonder, a leading end-to-end, digital fulfillment platform provider, at an enterprise value of US$8.5 billion on a cash-free, debt-free basis. This transaction adds to the 20% stake of Blue Yonder which Panasonic Corporation acquired in July 2020, also represented by White & Case.
  • Advised the Special Committee of the Board of Directors of LINE Corporation (LINE) in connection with a proposed tender offer for the shares of LINE and subsequent business integration of LINE and Z Corporation (formerly known as Yahoo Japan).

Clifford Chance

The corporate and M&A team at Clifford Chance offers Japanese clients and clients with business in Japan a sound understanding of both Japanese and overseas business practices. Covering all aspects of inbound and outbound corporate transactions, the practice offers negotiation, merger filing, and regulatory expertise. The team is led by Natsuko Sugihara who is an expert on infrastructure and projects M&A particularly in the renewables, chemicals, industrial and healthcare sector. Michihiro Nishi is also a key member of the group, advising on corporate governance, stock exchange matters, and private equity funds. Masafumi Shikakura is another name of note, particularly in the energy sector, as well as antitrust and competition law issues. Tatsuhiko Kamiyama departed the firm for an in-house role.

Practice head(s):

Natsuko Sugihara; Michihiro Nishi

Other key lawyers:

Masafumi Shikakura

Testimonials

‘We have been working with CC team upon underwriting W&I insurance used for M&A transactions. We tend to appoint them to assist us in underwriting larger complex Japan out-in or in-in type of transactions with multiple target locations/jurisdictions. We see their strengths match with our needs in such transactions.’

‘Timothy Merchant – we think he is a very diligent and sound corporate M&A advisor to insurers. We like his macroscopic style by highlighting key/prioritized risk areas upfront which should be further scrutinized during our underwriting exercise.’

‘The Japan team liaised with the US team very closely to provide advised in a timely manner.’

‘Clifford Chance has a long history in Japan and experience across many practice areas.’

‘Michihiro Nishi has excellent English and is able to apply the law to difficult concepts quickly. Shunsuke Nagae is a hard worker and a true corporate lawyer able to practice across multiple practice areas’

Key clients

Iberdrola

Shell International Limited

Omni Bridgeway

PLAY inc.

Yamatoku Corporation

Kenedix Inc.

Descente Ltd.

AXA Investment Managers

Marubeni Corporation

Mizuho Leasing Company, Limited

CVC Capital Partners

Work highlights

  • Advised global energy company Iberdrola on its acquisition of Acacia Renewables K.K., a Japanese offshore wind firm developer, and a joint venture with Macquarie’s Green Investment Group to develop its 3.3 GW offshore wind portfolio
  • Advised Shell International Limited on the acquisition of 100 percent of the shares in Shell Lubricants Japan K.K. through a share purchase agreement signed by Shell Overseas Holdings Limited and Idemitsu Kosan Co., Ltd. We also advised antitrust aspects of the matter.
  • Advised global dispute financier Omni Bridgeway on its investment in a new Japanese enterprise, Japan Legal Network Co. Ltd. (Japan Legal Network).

DLA Piper Tokyo Partnership Gaikokuho Kyodojigyo Horitsu Jimusho

DLA Piper Tokyo Partnership Gaikokuho Kyodojigyo Horitsu Jimusho's corporate and M&A practice is instructed by both Japanese and foreign clients on inbound and outbound transactions. Lance Miller and Masahiko Ishida lead the team, the two bringing their extensive expertise and acumen to provide sound and measured US and Japan appropriate advice. Miller is routinely instructed in financing, work-outs, CVC investments, and is known for his work in the financial services, manufacturing , and real estate industries. Ishida is a trusted advisor to many Japanese high-profile clients, such as Marubeni, Mitsui, and Docomo for their large cross-border projects.

Practice head(s):

Lance Miller; Masahiko Ishida

Other key lawyers:

Ryutaro Takeda; Mitsuharu Kataoka

Testimonials

‘DLA Piper team is a truly one stop service team which makes our life a lot easier when we face the multi-jurisdictional legal issues. They are very high quality international counsel with very good skills and we always appreciate their collaboration and seamless service provided by the team led by Mr. Masahiko Ishida in Tokyo office.’

‘Mr. Masahiko Ishida is certainly among the best in the market and the main go-to person in this field. He is incredibly smart, commercial, practical and hard-working. Ryutaro Takeda is an associate who is helping us together with Mr. Masahiko Ishida and his responsiveness and team working with Mr. Masahiko Ishida also gives our life easier.’

‘Quality insight into local and cross-border corporate disputes as well as employment matters; quick turnaround on questions with the right balance of depth and shortness of answers.’

‘Masahiko Ishida was especially insightful on corporate matters and tactics; Yuji Shimada as a junior lawyer was outstanding on the drafting side.’

 

Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo

The Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo corporate practice is co-led by Jacky Scanlan-Dyas and Wataru Kamoto, and covers the full spectrum of corporate transactions; M&A, joint ventures, restructuring, and compliance in inbound, outbound, and cross-border matters. The team handles matters in the technology and automotive sectors, and  is advisor to clients such as Mitsubishi Motors Corporation, and Dell. New Zealand, England and Wales qualified Scanlan-Dyas has extensive experience in the automotive industry and dual qualified (New York and Japan) Kamoto bolsters the corporate M&A practice with his antitrust and tax expertise, and has over 20 years of global cross-border transactional experience.

Practice head(s):

Jacky Scanlan-Dyas; Wataru Kamoto

Testimonials

‘They have provided advices on cross-border reorganization not only from legal perspectives, also operational and business continuity views.’

 

Key clients

Asahi Group Holdings, Ltd.

Mitsubishi Motors Corporation

Arm Limited

Applied Materials, Inc

Dell Technologies

Work highlights

  • Advised Asahi Group Holdings on the internal reorganization of its European and international operations.
  • Advised Applied Materials on its US$2.2 billion proposed acquisition of Kokusai Electric Corporation, a leading provider of high-productivity batch processing systems and services for memory, foundry, and logic customers.
  • Advising Mitsubishi Motors Corporation and Mitsubishi Motor Europe B.V. on the implementation of a major distribution law-related matter in the European market.

Jones Day

Deeply knowledgeable in the life sciences industry, Jones Day focuses on acquisitions by Japanese clients and inbound acquisitions of Japanese businesses by global clients. Led by the duo Gregory Salathé and Chris Ahern, the team has an active energy M&A practice, representing several global alternative energy companies in acquiring solar and wind power generation facilities in Japan, and Japanese companies acquiring interests overseas. Ahern focuses on the technology and energy sectors, whilst Salathé focuses on the automotive and life sciences sectors. Stephen DeCosse is particularly notable for his outbound and inbound practice and particular experience in renewable energy, transport and logistics. Yuichiro Mori is also a key member of the team.

Practice head(s):

Chris Ahern; Gregory R. Salathé

Other key lawyers:

Stephen DeCosse; Yuichiro Mori

Testimonials

‘A strength is the people and their commitment to clients.’

‘Always willing to go to the extra mile for their clients in providing necessary materials/ comfort/ explanations requested/ required. ’

Focuses on the clients’ needs and concern. Flexible on discussion of scope of work and billing.

 

Key clients

Sumitomo Dainippon Pharma Co., Ltd., and its subsidiary Sumitovant Biopharma Ltd. (subsidiary is new client)

Mitsui Chemicals Inc.

PAG Holdings Ltd.

JERA Power International BV

Marelli Holdings Co., Ltd.

Bally’s Corporation

ENEOS Corporation

Latham & Watkins Gaikokuho Joint Enterprise

Latham & Watkins Gaikokuho Joint Enterprise’s corporate and M&A offering has a wide breadth of expertise where it serves leading Japanese and multinational companies on complex, cross-border transactions. Both inbound and outbound in nature, the practice is known for serving companies in the communications, semiconductor, life sciences, technology, and financial services sectors. The practice has been further enhanced with the hire of Hiroaki Takagi from Nishimura & Asahi. Hiro’s strengths are in Japanese public company representation and Japan regulatory matters. Ivan Smallwood and Noah Carr are of note, with Carr recently representing Japanese blue-chip corporates across a range of industries; he is advising Yahoo and Z Holdings in their business integration with LINE. Michael Yoshii is also a key contact within the team.

Other key lawyers:

Hiroaki Takagi; Ivan Smallwood; Noah Carr; Michael Yoshii

Key clients

SoftBank

Kioxia Corporation

Yahoo Japan Corporation

Otsuka Medical Devices

Mitsubishi UFJ Financial Group

TDK Corporation

DXC Technology

Work highlights

  • Advised Z Holdings Corporation and Yahoo Japan in the business integration of Yahoo Japan, LINE Corporation, and their subsidiaries.
  • Advised ARA Asset Management in its US$1.3 billion joint buyout, together with Sumitomo Mitsui Finance and Leasing, of Kenedix, Inc.
  • Advised SoftBank in its investment in the bike-sharing business of DiDi, China’s largest ride-hailing and smart mobility company.

Linklaters

Trusted advisers to Japanese and international public and private companies, Linklaters‘ Tokyo corporate and M&A offering covers a full spectrum of joint ventures, corporate restructuring, foreign ownership structures, and trade competition. Led by Hiroya Yamazaki and Matthew Bland , the team has a strong footprint in the technology, healthcare, and renewable sectors.

Practice head(s):

Hiroya Yamazaki; Matthew Bland

Other key lawyers:

Tracy Whiriskey

Testimonials

M&A- great market knowledge and experience.’

Key clients

Aioi Nissay Dowa Insurance Co., Ltd.

Ajinomoto Co., Inc.

Brother Industries, Ltd.

Harmonic Drive Systems Inc.

Hitachi, Ltd.

Japan Infrastructure Initiative Company Limited

KYB Corporation

Macquarie’s Green Investment Group

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

Panasonic Corporation

Sandoz, a subsidiary of Novartis

Takeda Pharmaceutical Company Limited

TDK Corporation

Tokio Marine Holdings, Inc.

Work highlights

  • Advised ORIX Corporation on its US$963m investment into the Greenko Group, one of India’s leading renewable energy companies and on the sale of its Indian wind assets to the Greenko Group for US$342m.
  • Advised on the formation of a joint venture with a global energy leader, Iberdrola, on the co-development of a 3.3GW portfolio of six offshore wind projects in Japan.
  • Advised on its strategic investment in Mind Foundry Limited, a UK-based machine learning software spinout of University of Oxford.

Ropes & Gray LLP

Ropes & Gray LLP’s corporate and M&A practice is led by Tsuyoshi Imai who advises clients on high-end and complex cross-border deals and is well-known for its private equity transaction practice. Imai has a deep knowledge of the market and has consistently led in some of the largest private equity deals of the decade. Saeko Inaba supports the practice and plays an integral role in the team's leading matters. Recent instructions include assisting Bain Capital with various acquisitions across a variety of industries. The team also works closely with the firm’s other regional offices to provide a true cross-border offering.

Practice head(s):

Tsuyoshi Imai; Saeko Inaba

Key clients

Bain Capital

Baring Private Equity Asia

Kioxia Holdings Corporation (formerly Toshiba Memory Holdings Corporation)

Canada Goose

Ooedo Onsen Monogatari Hotels & Resorts, Ltd.

ADK Holdings, Inc.

Harvard University

Showa Aircraft Industry Co., Ltd.

Nichiigakkan Co., Ltd.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP’s Tokyo M&A practice advises private equity companies, Japanese corporations and other strategic buyers on cross-border transactions. The team is led by experienced practitioners Noritaka Kumamoto and David Sneider, with support from Hong Kong-based Ian Ho, who regularly represent major Japanese and US corporations and financial institutions on both inbound and outbound M&A transactions, investigation, and litigation. The trio recently led the team in advising KKR on it’s US$1.6bn acquisition of a controlling stake in Seiyu.

Practice head(s):

David Sneider; Noritaka Kumamoto

Other key lawyers:

Ian Ho

Key clients

Goldman, Sachs & Co.

Kohlberg Kravis Roberts & Co. L.P.

Blackstone

Murata Manufacturing

Work highlights

  • Advised KKR in US$1.6 Billion Acquisition of Controlling Stake in Seiyu from Walmart by KKR and Rakuten.
  • Advised SoftBank in US$30 Billion Business Integration of Z Holdings and LINE.
  • Advised Blacksonte in ¥242 Billion Acquisition of Takeda Consumer Healthcare Company.

Skadden, Arps, Slate, Meagher & Flom LLP

The Skadden, Arps, Slate, Meagher & Flom LLP Tokyo M&A offering has been in the market for over 30 years and throughout this time has provided advice to buyers and sellers on public and private cross-border M&A and joint ventures. The practice is led by Mitsuhiro Kamiya, who represents Japanese and multinational clients with a special focus on cross-border mergers with an IP, anti-trust, or labour component. Akira Kumaki supports the practice with his private equity and securities expertise.

Practice head(s):

Mitsuhiro Kamiya; Kenji Taneda

Other key lawyers:

Akira Kumaki

Key clients

Goldman Sachs Japan Co., Ltd.

Sumitomo Mitsui Banking Corporation

JPMorgan Securities Japan Co., Ltd.

Toshiba Corporation

Sumitomo Mitsui Finance and Leasing Co.

SM Entertainment Japan

Greenhill & Co, Inc.

JX Nippon Mining & Metals Corporation

Advantest Corporation

Sanken Electric

Work highlights

  • Advised Goldman Sachs Japan Co., Ltd. as financial advisor to Hitachi Capital Corporation in its merger with Mitsubishi UFJ Lease & Finance Company Limited. All companies are based in Japan.
  • Advised Greenhill & Co, Inc. as financial advisor to Arcland Sakamoto Co., Ltd. (Japan) in its US$480 million going-private acquisition of Lixil Viva Corporation (Japan).
  • Advised Sanken Electric, a leading Japanese producer of semi-conductor devices, in its response to an unsolicited tender offer by Effissimo Management Capital.

Ashurst

Tracy Whiriskey leads the Ashurst corporate M&A practice. The Tokyo office works in tandem with the Japan desks in Australia and Europe to provide Japanese clients in English and Japanese on transactions across these regions. In addition, the team advises on strategically important areas such as employment, finance, competition, and environmental laws. Across the energy, resources, infrastructure, and healthcare sectors, the team advises on M&A, divestments, joint ventures, and restructuring. Natsuko Ogawa is a key name for Japanese clients looking to invest in Australia, while London-based Hiroyuki Iwamura is the name for Japanese clients investing in Europe. Since publication, the team lost its former practice head Tracy Whiriskey to Linklaters in April 2022.

Other key lawyers:

Natsuko Ogawa; Natsuko Ogawa

Testimonials

‘It is a very good team and has everything from Corporate to disputes covered, all by excellent lawyers.’

‘Alexis Rosenberg and Jessika Colthurst are both good associates.’

‘Ashurst is uniquely positioned as a mid-cap focused international law firm, with hands-on execution commitment by senior partners. Less costly as compared to large international firms.’

‘I know their partners well both in London and in Tokyo. Hiroyuki Iwamura is a Japanese senior partner based in London. I don’t know any other law firms that have a Japanese lawyer in London, apart from short-term secondees. Also, they have a senior partner from Australia in Tokyo who speaks perfect Japanese.’

‘Very professional attitude and 24/7 access, for international projects a perfect bridge between the different business cultures.’

‘They work on a very high level of precision, they are always accessible and 100% reliable. They are very solution-oriented without losing focus on details.’

‘Ashurst team is very capable to deal with Japanese clients knowing unique corporate culture. They took lead legal discussion with the counter party in very reasonable and efficient manner.’

Key clients

Sojitz Corporation

Pieroth Wein AG

Mitsui & Co., Ltd.

Klook Travel Technology Limited

Mitsubishi UFJ Lease & Finance Company Limited

Toll Holdings

Japan Post Holding

Mitsubishi Corporation

Work highlights

  • Advised Sojitz on the acquisition of an equity interest in Qualitas Medical Limited, a Singapore holding company of a network of GP, imaging and dental practices in the business of providing healthcare and wellness services, solutions, technology and products in Malaysia, Singapore, Australia and other countries in Asia.
  • Advised Sojitz on the acquisition of a stake in TES Japan, the Japanese subsidiary of the TES Group – one of the largest global IT asset disposition providers specialising in data sanitization, reuse and recycling of IT assets such as used IT hardware and discarded electronic circuit boards, backed by Navis Capital Partners.
  • Advised Pieroth in relation to the disposal of its Japan business through a competitive auction process.

K&L Gates

Ryan Dwyer leads the K&L Gates corporate and M&A practice which over the past year has continued to work on domestic commercial transactions and cross-border Asia-Pacific region matters. The team focuses on assisting companies with Japan- based operations and international companies looking to expand their operations in Japan in the banking, energy, finance, TMT, and transportation industries. Eric Sedlak concentrates his practice on infrastructure M&A in the oil and gas sector, and Tsuguhito Omagari and Dale Araki are also key contacts.

Practice head(s):

Ryan Dwyer

Other key lawyers:

Eric Sedlak; Tsuguhito Omagari; Dale Araki

Testimonials

I have worked with K&L Gates for four years, since Eric Sedlak joined. I have been working with Eric Sedlak for about 15 years on several joint ventures. The firm has a strong reputation for corporate work and handling complex investment situations. We rely heavily on Mr. Sedlak and he brings responsive, well-qualified lawyers in when we need them.’

Mr Sedlak and the lawyers in the other offices took quick action. They were very effective. Mr Sedlak moved quickly and recommended solutions, or helped us save time or protect our interests. The lawyers at K&L Gates are responsive. They understand what we need to do and how to be careful with our resources. All law firms are expensive, but the rates and the time spent at K&L Gates are usually more reasonable than others at the same level. They don’t use too many associates billing time for not much results.’

Our main contact is Mr Sedlak. He knows our business well and explains things in a way that make it easier for us to explain the situation to our top management. We think very highly of Mr. Sedlak. He reviews proposed courses of action quickly and sometimes comes up with new approaches. He understand that legal constraints well but also gives us a practical “reading” of the situation and tries to suggests solutions that fit what the commercial team is trying to do. Our commercial teams trust his judgment. We need someone like Mr. Sedlak who thinks through problems carefully and understands which solutions will ultimately be possible for us. Flexibility and creativity are important for us.’

 

Key clients

Arconic Corp

Fujitsu Limited

Work highlights

  • Advising Fujitsu Limited in connection with a strategic alliance with Palantir Technologies, a large (2,500 employees) privately held Palo Alto (US) company specializing in big data analytics.
  • Representing a major Japanese automobile manufacturer in connection with an equity investment in, and formation of strategic alliance with a major South American manufacturer.
  • Advised a major Japanese chemical company on a joint venture and strategic alliance to construct, own and operate a chemical complex in the United States.

Morgan Lewis & Bockius LLP

Morgan Lewis & Bockius LLP’s corporate and M&A practice advises Japanese clients and US clients abroad on a range of cross-border M&A and joint venture transactions. Led by Motonori Araki, the team advises on technology and life sciences related transactions. Araki has extensive expertise advising electric/machinery clients. Mitsuyoshi Saito  is adept in the aforementioned areas, as well as dispute resolution.

Practice head(s):

Motonori Araki

Other key lawyers:

Mitsuyoshi Saito

Testimonials

‘As always, their area of expertise is wide and extensive. From licensing, litigation to M&A, no matter what area, they have top notch talents with bunch of experience.’

‘They take very down to earth, hands-on approach and always comes up with multiple options depending on clients preference. In any case, they always consider pros and cons from multiple angles, and try to come up with the best results jointly. ’

‘Teams capability to access and utilize the firm’s resources worldwide. Top of Tokyo office is supportive and quick in bringing in the above.’

‘Moto Araki can bring the firm’s worldwide resources to his client in japan, organize the direct access and support in case needed.’

Key clients

Kobayashi Pharmaceutical

MUFG Bank

Olympus Corporation

Sompo Digital Lab Sompo Holdings, Inc.

Shenzhen Yitoa Intelligent Control Co., Ltd. (YITOA) Yitoa Micro Technology Corporation (MTC)

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP’s Tokyo Corporate M&A team continues to play a notable role in the technology sector, and features fully bilingual professionals able to advise on key corporate, HR, litigation, antitrust/merger control, and compliance. The team is led by the duo Mark Weeks and Hiroki Sugita who lead a strong technology focused cross-border venture financing and start up advice practice. The team also is instructred by investors such as Paypal, Toyota Motor, and Mizuho securities.

Practice head(s):

Mark Weeks; Hiroki Sugita

Paul Hastings LLP

Paul Hastings LLP specialises in complex cross-border M&A deals, strategic alliances, and joint ventures. Strong in the TMT and entertainment sectors, the team is led by Toshiyuki Arai who also spearheads the firm’s China practice, splitting his time between the two countries. Arai’s clientele typically includes international payment companies, private equity funds, banks, and trading companies, particularly from Japan and the US. At a non-partner level, Yuko Kamo is a key contact in the Japan office.

Practice head(s):

Toshiyuki Arai

Other key lawyers:

Yuko Kamo

Key clients

American Eagles Outfitters

Hitachi Construction Machinery

Hitachi Ltd.

Konica Minolta, Inc.

Kobe Steel

SOFTBANK

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Club Co., Ltd (SMTC)

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho’s corporate M&A practice is led by Steven S. Doi and Stephen E Chelberg . The team advises Japanese clients in their overseas corporate matters, share and asset acquisitions, leverage buyouts, tender offers, squeeze-outs and all related structures. The team has considerable experience in the technology, aerospace and satellite, financial services and telecommunications industries. Doi focuses on investor-side venture capital transactions in the chemical, manufacturing, and oil and gas industries. Chelberg has extensive experience in the pharmaceutical and medical industries.

Practice head(s):

Steven Doi; Stephen E Chelberg

Mayer Brown GJBJ

Integrated within the firm’s global corporate and securities practice, Mayer Brown GJBJ’s Tokyo corporate and M&A practitioners advise on outbound M&A and disposals of overseas businesses for Japanese corporates and financial institutions. Led by Gordon Palmquist, the team works in tandem with teams in the US, Asia, and Europe on outbound investments and divestitures. Energy and projects expert Rupert Burrows is also a key contact.

Practice head(s):

Gordon Palmquist

Other key lawyers:

Rupert Burrows

Testimonials

‘I have been working with Gordon Palmquist of Mayer Brown in Tokyo for almost three years to deal with several international M&A transactions of my company. Gordon is definitely one of the best M&A lawyers in Tokyo. He is excellent at sorting out facts and identifying issues in complicated situations, as well as prioritizing the work which must be done. He always responds to our requests or questions in a timely manner, and offers all available feasible options to help us decide how to proceed. He collaborates effectively with his colleagues in Mayer Brown offices worldwide. Gordon is a fluent Japanese speaker, and he know Japanese cultures well. My colleagues and I really enjoy working with him.’

They give us advice based on not only law or contract theory but also customary practice or practical standard of the industry, they have a plenty of knowledges and experiences in various area of business. They provided us lists of points of considerations, which was very helpful for us to understand the issues not only for the specific transaction but also for future use.’

‘Knowledgeable about legal practice on private equity investment. Communicative both in English and Japanese. Reasonable and flexible fee level.’

 

Key clients

ITOCHU

MITUTOYO

MITSUI

MITSUBISHI CORPORATION

SUMITOMO

MITSUBISHI CHEMICAL

NTT

NEC

NIHON UNYSIS

MARUBENI

Norton Rose Fulbright

Isamu Inohara heads up the corporate and M&A practice at Norton Rose Fulbright. The team advises Japanese and international corporations on in and outbound transactions across a range of industries and works closely with the firm’s global offices to offer a unified deal team across regions. Chris Viner is also a name of note who splits his time between Tokyo and London.

Practice head(s):

Isamu Inohara

Other key lawyers:

Chris Vinter

Testimonials

‘I have worked with a number of Norton Rose Fulbright offices (in particular the Tokyo office) on M&A and similar transactions in recent years and have found the service provided to be excellent; advice is prompt, clear and concise and the team is very responsive.’

‘Partner Sam Inohara in Tokyo is a pleasure to work with; his advice is prompt and clear, and problems are dealt with in a logical and business-like manner without unnecessary legalistic detail or irrelevant arguments, which is not always the case in the Tokyo legal market.’

 

Key clients

Sumitomo Chemical Company Limited

Mitsui & Co., Ltd.

Mitsui E&S Shipbuilding Co., Ltd.

Marubeni Corporation

JERA Storage Investment B.V., JERA Co., Inc. (JERA) and TEPCO Power Grid

Tokyo Gas Co., Ltd. (Tokyo Gas)

Mitsubishi UFJ Lease & Finance Company Limited (MUL)

Work highlights

  • Advised JERA Storage Investment B.V., JERA Co., Inc. (JERA) and TEPCO Power Grid, Inc. (TEPCO PG) as regards to their investment in, and further financing by Infracapital (the infrastructure equity investment arm of M&G Plc), of the UK battery storage developer and operator, Zenobe Energy Ltd. (Zenobe).
  • Advised Mitsui & Co., Ltd. and Mitsui E&S Shipbuilding Co., Ltd on their partnership with Yangzijiang Shipbuilding (Holdings) Ltd., and establishment of a Chinese joint venture to build ships in China.
  • Advised Mitsubishi UFJ Lease & Finance Company Limited on the UK and European aspects of their merger with Hitachi Capital Corporation.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Led by Tong Yu and Kaye Yoshino, the Paul, Weiss, Rifkind, Wharton & Garrison LLP corporate and M&A practice advises clients such as Mitsubishi Chemical Holdings, Hunt Companies and Softbank Vision. Yu focuses on advising Japanese and other Asian companies on global capital markets transactions and cross-border M&A matters. Yoshino has extensive expertise 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

Itochu

Mitsubishi UFJ Financial Group

Sumitomo Corporation

Mitsubishi Chemical Corporation

Yokohama Rubber Co.

Nippon Steel

Work highlights

  • Represented Mitsubishi Chemical Corporation and its subsidiary Mitsubishi Chemical America, Inc. in its acquisition of Gelest, Inc. from New Mountain Capital LLC.
  • Represented funds managed by affiliates of Apollo Global Management, Inc. in their acquisition of the aluminum can and aluminum rolling businesses from Showa Denko K.K., a Japanese leading producer of functional chemicals and industrial materials.
  • Represented Itochu Corp., as a US securities law counsel, with its US$5.4 billion tender offer to acquire the outstanding common stock of FamilyMart Co., Ltd.