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

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

The full-service corporate offering at Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho operates under the joint leadership of Nick Wall and Osamu Ito. With a real focus on outbound, cross-border transactions on behalf of high-profile Japanese clients, the firm recently advised Hitachi on its $1.4bn acquisition of JR Technologies. The group bolstered its senior ranks through the promotion to partner of Tokutaka Ito; he covers a variety of industry sectors but has recently been especially active in the financial services sector.

Practice head(s):

Nick Wall; Osamu Ito

Other key lawyers:

Tokutaka Ito

Testimonials

‘Allen & Overy fields highly capable attorneys clients can fully depend on for almost a full spectrum of issues; M&A, antitrust, corporate, immigration, taxation, etc.’

‘Nick Wall is fluent in Japanese and can even read and write in Japanese (unless he has a 24-7 ghost writer by his side). He is highly experienced in complicated M&A deals and provides excellent advice on possible solutions to seemingly insurmountable obstacles.’

Key clients

Hitachi, Ltd.

MS&AD Insurance Group Holdings, Inc.

Neopharma LLC

ALPHA Corporation

Dai-ichi Life Holdings, Inc

Tokai Carbon Co Ltd

Work highlights

  • Advised Hitachi Ltd on its $1.4bn acquisition of JR Technology Group, LLC from funds managed by Crestview Partners.
  • Advised Japanese client, MS&AD Insurance Group Holdings, Inc. on its acquisition of a further 10% stake in UK-based ReAssure Jersey One Limited.
  • Advised Neopharma, a global pharmaceuticals manufacturing company headquartered in the UAE, on setting-up a joint venture with Japanese ASKA Pharmaceutical in India.
  • Advised ALPHA, a Japanese and global leading auto parts manufacturer on its acquisition of Europe-based car parts manufacturers, Société de Peinture de Pièces Plastiques SAS (French company, SPPP SAS) and SPPP Slovakia sro. (Slovakian company, SPPP SK).
  • Advised Dai-ichi Life Insurance Company, Ltd., one of Japan’s biggest listed insurance groups, on its successful bid for a licence to carry out a life insurance business in Myanmar through a wholly-owned Myanmar-incorporated subsidiary.

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise) fields a full-service offering of bengoshi and gaiben to handle mainstream M&A issues as well as matters arising from listed company acquisitions, transformational divestments, corporate governance initiatives, restructurings, and antitrust investigations. Akifusa Takada spearheads the practice with the support of Hiroshi KondoJeremy White, Jiro Toyokawa, and Asia Pacific M&A group leader Hideo Norikoshi. Also notable is counsel Beelian Tay.

Practice head(s):

Akifusa Takada

Testimonials

‘The team at Baker McKenzie led by Jeremy White is one of the best – if not the best – teams that clients can hope for in Japan. The team is responsive and willing to take comments from financial advisors and really think about the contents not only from the view of a legal advisor. Such flexibility really helps the client get the most out of their service.’

‘Baker & McKenzie’s team provides clients with excellent legal services, through its multi-national network and efficient teamwork among them. Members of the Tokyo office are efficient at communicating with their overseas counterparts.’

‘This is one of the best global law firms to provide support on complex cross-border situations. The partners in Tokyo are very hands-on and can manage the global team very efficiently. The global network is probably the best among all the top-tier law firms in Japan.’

‘Jeremy White gives accurate and precise comments. He doesn’t just stick to  thinking like a lawyer, but takes a transactional perspective as well. He is always calm and he takes important matters to his hands instead of just leaving everything to his juniors. His comments and emails are extremely succinct and easy to understand as well.’

‘Jeremy White is bright, aggressive and cooperative. He has a great commercial mindset.’

Key clients

Mitsubishi UFJ Trust and Banking Corporation (MUTB)

Mitsubishi UFJ Financial Group, Inc (MUFG)

Fuji Oil

Concordia Financial Group Ltd

Hitachi Chemical Company, Ltd.

SECOM Co., Ltd.

Tokio Marine Capital (TMCAP)

Faurecia

Yildiz Holding and GODIVA

Platinum Equity

CITIC Capital Partners

L Catterton

Work highlights

  • Advised Mitsubishi UFJ Trust and Banking Corporation on its agreement to acquire Colonial First State Global Asset Management from Commonwealth Bank of Australia for $2.9bn.
  • Advised Mitsubishi UFJ Financial Group, Inc on a strategic investment into PT Bank Danamon Indonesia Tbk.
  • Advised Fuji Oil on the acquisition of Blommer Chocolate.
  • Advised Concordia Financial Group Ltd and Bank of Yokohama with their acquisition of 30% shares in the Bank Resona Perdania from The Bank of East Aisa.
  • Advised Hitachi Chemical, a leading manufacturer of functional materials and advanced components with a strong portfolio in the life sciences industry, on the take over of German apceth Biopharma GmbH, a contract development and manufacturing organization for complex cell-based regenerative gene therapy products, based in Munich and Ottobrunn.

Herbert Smith Freehills

The dedicated corporate experts at Herbert Smith Freehills are led by Graeme Preston and focus exclusively on advising public and private Japanese clients on their investments into Asia, Europe, and the US. The firm is well-known for its strength in the TMT, infrastructure, energy, manufacturing, and healthcare sectors, which is underpinned by its recent work for NTT on its acquisition of a majority stake in French mobile virtual network enabler Transatel, for example. Also notable is Damien Roberts, who has substantial expertise assisting with transactions into Australia and South East Asia, and senior associate Joseph Fisher.

Practice head(s):

Graeme Preston

Other key lawyers:

Damien Roberts; Joseph Fisher

Testimonials

‘Herbert Smith Freehills is much more accessible and communicative than other firms in Japan.’

‘The attorneys at Herbert Smith Freehills are well-trained. They have excellent expertise and experience in this field. Their advice is always practical and applicable to local jurisdiction and regulations.’

‘Herbert Smith Freehills is able to choose the most suitable local partner to work with depending on the needs and circumstances of the client. To this end, the firm keeps a close relationship with a wide variety of practitioners in Japan, not only the ‘Big 5′ but also specialist lawyers who are not often easily accessible by non-Japanese clients because they do not actively promote themselves. This is something that makes HSF stand out among the foreign firms operating in Japan.’

‘Graeme Preston is the best M&A and corporate partner in Tokyo. He understands his client’s business well and brings solutions and explains risks with high clarity and key insights.’

‘Damien Roberts is truly excellent. He has deep knowledge and experience in both Australian and Japanese law affairs. He always provides practical legal advice and solutions suitable to each situation. Damien is also perfectly fluent in Japanese.’

‘Joseph Fisher has proven himself to be a dedicated and diligent member of the team. He is always prepared to go the extra mile and provides extremely useful advice as needed.’

Key clients

SoftBank Group Corp

Sumitomo Corporation

NTT Communications

ITOCHU Corporation

JERA Inc. Co

Japan Pulp and Paper

Fujitsu General Limited

Mitsui & Co. Ltd.

Panasonic Corporation

Marubeni Corporation

Mitsubishi Corporation

Work highlights

  • Advised NTT Communications on its acquisition of a majority stake in French mobile virtual network enabler Transatel.
  • Advised Fujitsu General Limited, the Kanagawa, Japan-based manufacturer of air conditioner, on its acquisition of Precise Air Group (Holding) Pty Limited.
  • Advised Panasonic Corporation on its proposed joint venture in Indonesia with Honda Motor Co., Ltd.
  • Advised Sumitomo Corporation on its acquisition of European parking operator Q-Park’s businesses in Sweden, Norway and Finland from Q-Park Operations Holdings.
  • Advised Japan Pulp & Paper (JPP) on its acquisition of Spicers Paper (Malaysia) Sdn Bhd and Spicers Paper (Singapore) Pte Ltd.

Morrison & Foerster LLP

In recent highlights, Morrison & Foerster LLP  acted as lead counsel to enviable clients including SoftBank, Sprint and Toshiba in some of the most high-profile transactions in the market. The firm was instructed by Nissan Motor to advise on the sale of its electric battery operations and production facilities to Envision Group. Managing partner Ken Siegel spearheads a team of dedicated specialists, including Gary Smith and Randy Laxer, which handles the full spectrum of public and private M&A matters. Also notable are Stanley Yukevich and Jeff Schrepfer. Japan- and New York- qualified Nozomi Oda has strengthened the team's cross-border capabilities having arrived from Latham & Watkins Gaikokuho Joint Enterprise in November 2019. The firm lost Ivan Smallwood and Noah Carr to Latham & Watkins Gaikokuho Joint Enterprise, while Dale Araki joined K&L Gates, and Isamu Inohara moved to Norton Rose Fulbright.

Practice head(s):

Ken Siegel

Other key lawyers:

Gary Smith; Randy Laxer; Stanly Yukevich; Jeff Schrepfer; Isamu Inohara

Testimonials

‘The Morrison & Foerster team is well-organised and helpful. Nothing is beyond its capabilities or out of its reach.’

‘Each of MoFo’s team members has profound experience and expertise. All are thoroughly familiar with the businesses and cultures of their clients. Their response to communications and queries are very quick, and their outputs are quite often more than expected.’

Key clients

SoftBank Group Corp.

SoftBank Vision Fund

Toshiba Corporation

Renesas Electronics Corporation

Nissan Motor Co., Ltd.

Hitachi, Ltd.

NTT Communications

Asahi Kasei Corporation

Mitsubishi UFJ Financial Group, Inc.

Otsuka Holdings

New Relic, Inc.

Work highlights

  • Represented Renesas Electronics Corp. in its $6.7bn acquisition of Integrated Device Technology, Inc.
  • Represented SoftBank in its stake purchase in Yahoo! Japan from Altaba Inc.
  • Representing SoftBank Vision Fund in its $1.46bn investment into Grab.
  • Represented Nissan Motor in the sale of its electric battery operations and production facilities to Envision Group.
  • Represented Asahi Kasei in its $1bn acquisition of Sage Automotive Interiors.

Shearman & Sterling

The corporate practice at Shearman & Sterling is led by Karl Pires who recently joined the group from White & Case LLP - White & Case Law Offices (Registered Association) to replace Kenneth Lebrun who departed to Davis Polk & Wardwell LLP. In recent developments, the firm continued to build upon its presence in the power and energy space, gaining several new clients in the sector. The team covers outbound investments, foreign direct investments, joint ventures, public and private acquisitions, and divestitures in a number of other industries as well. Also notable are Asia regional managing partner and head of Tokyo office, Masahisa Ikeda, and Toshiro Mochizuki, who is especially strong on the capital markets front.

Practice head(s):

Karl Pires; Masahisa Ikeda

Other key lawyers:

Toshiro Mochizuki

Testimonials

‘Shearman & Sterling has experience in giving advice to Japanese listed companies in light of US securities regulations and US M&A practices. Its advice is practical and valuable to Japanese clients.’

‘Masahisa Ikeda and Toshiro Mochizuki are highly recommended.’

Key clients

Alps Alpine Co., Ltd.

The Daishi Bank, Ltd and The Hokuetsu Bank, Ltd.

Development Bank of Japan Inc.

Fukuoka Financial Group and The Eighteenth Bank, Ltd.

Idemitsu Kosan Co., Ltd.

Kuroda Electric Co., Ltd

Kyuden International Corporation

Kyushu Electric Power Company

Merrill Lynch Japan Securities Co., Ltd.

MIRAIT Holdings Corporation

Mitsubishi Chemical Corporation

NIPPON SHOKUBAI CO., LTD.

Nisshinbo Holdings Inc.

Shikoku Electric Power Company

Showa Shell Sekiyu K.K.

TOPPAN PRINTING CO., LTD.

Toyo Seikan Group Holdings, Ltd.

Toyota Motor Corporation

Uzabase, Inc.

Work highlights

  • Advised Mitsubishi Chemical Corporation and its wholly-owned subsidiary, Mitsubishi Chemical Media Co., Ltd. in their transfer of its storage media business to CMC Magnetics.
  • Advised MIRAIT Holdings Corporation in its $164m acquisition of SOLCOM Co., Ltd.
  • Advised Alps Alpine Co., Ltd. (formerly Alps Electric Co., Ltd.) in connection with the $4.45bn business integration with Alpine Electronics, Inc. through an SEC-registered offering to existing shareholders of Alpine Electronics, Inc.
  • Advised Showa Shell Sekiyu K.K. in its acquisition of 10% of the membership interests in Cricket Valley Energy Center LLC.
  • Advised Development Bank of Japan Inc. in its acquisition of a 5% stake in Lordstown Energy Center.

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

White & Case LLP - White & Case Law Offices (Registered Association) has bolstered its senior ranks through the promotion to counsel of Shino Asayama and the hire of acquisition finance expert Zenya Onishi from Linklaters. Spearheaded by Brian Strawn and Jun Usami, the team is especially strong in the growing space of shareholder activism and in the field of new technologies, where it represented a high-profile social media gaming company and a cryptocurrency-focused fund. Also notable is Nels Hansen who primarily acts for TMT companies, energy-related companies, and private equity and venture capital funds.

Practice head(s):

Brian Strawn; Jun Usami

Other key lawyers:

Nels Hansen; Shino Asayama

Testimonials

‘The firm calls up many talents from its worldwide resources to form a strong team dealing with situations often fraught with tensions within its clients themselves to guide them towards win-win solutions.’

‘The team consistently shows its capabilities not only in legal advisory services but also in the negotiation of strategy with start-up companies based on their experience.’

‘Brian Strawn stands out as a rare combination of wide knowledge not only of legal matters but across many industrial fields, with the good sense to guide by suggestion and not forcing through his opinion. His unflappable demeanor often helps clients through a difficult situation.’

Key clients

IHI Corporation

Toyota Motor Corporation

Canon Medical Corporation

gumi Inc.

Akatsuki Inc.

Xperi Corporation

Kakaku.com Inc.

Mitsubishi Electric Corporation

ABE Global LLC

ValueAct Capital

Fir Tree Partners

Makers Fund

Development Bank of Japan Inc.

ND Software Co., Ltd.

Work highlights

  • Acted for longstanding client IHI Corporation, a Japanese industrial group listed on the Tokyo Stock Exchange, and its wholly-owned subsidiary IHI Agri-Tech Corporation (IAT) in the sale of IAT’s small-block diesel engine business to Caterpillar Inc. and its subsidiary Perkins Engines Company Limited (collectively, CAT).
  • Represented ValueAct Capital in its acquisition of a stake in Olympus Corporation, ValueAct’s first investment in Japan.
  • Advised ND Software Co. Ltd, a Japanese company engaged in the development of software for the nursing and hospital sector, on its contemplated privatisation via a recommended management buyout/tender offer.
  • Acted for Akatsuki Inc., a Japanese gaming company, on its acquisition of Spain-headquartered PROFESSIONAL ESPORTS LEAGUE, S.L. (PEL) to bring PEL in as a subsidiary company.
  • Represented Fir Tree Partners in its acquisition of a stake in Kyushu Railway Company, a rail operator based on the western Japanese island of Kyushu.

Clifford Chance

The corporate experts at Clifford Chance cover all aspects of mainstream corporate transactions, including financing, commercial contracts, employment, data protection, litigation, intellectual property and real estate matters. The team, jointly led by Tatsuhiko Kamiyama and Natsuko Sugihara, is well known for its expertise in pharma, healthcare, consumer goods and retail, and has continued to build upon its presence in the private equity and funds space. Counsel Masafumi Shikakura is also a key name to note.

Practice head(s):

Tatsuhiko Kamiyama; Natsuko Sugihara

Other key lawyers:

Masafumi Shikakura

Testimonials

‘Clifford Chance is very loyal to its clients and knows very well about their business model. Its corporate experts proactively approach clients to explain what they should know before they notice an issue.’

‘Natsuko Sugihara is very competitive and helpful. She is a professional provider, responsive and always hardworking.’

‘Tatsuhito Kamiyama is highly recommended.’

Key clients

Fujitsu Limited

FUJIFILM Corporation

Nikon Corporation

TechnoPro Holdings, Inc.

L Catterton

Mitsui & Co., Principal Investments Ltd.

AXA Investment Mangers – Real Assets

Work highlights

  • Advised Fujitsu on a sale of shares in one of its wholly-owned subsidiaries, Fujitsu Client Computing Limited. Fujitsu sold a 51% stake to Lenovo and a 5% stake to the Development Bank of Japan Inc.
  • Advised AXA Investment Managers – Real Assets, the investment management arm of AXA, on the establishment of a long-term Japanese core logistics joint venture with ESR, a leading Asia-Pacific logistics real estate platform, alongside a leading sovereign wealth fund, focused on the acquisition of core stabilised logistics assets in Japan.
  • Advised TechnoPro, a Japanese placement company, on its purchase of a 51% shareholding in Helius Technologies Pte. Ltd. from Dinesh Krishnaji Nerlekar.
  • Advised Mitsui & Co., Principal Investment Ltd., an investment business subsidiary of Mitsui & Co., Ltd., and private equity firm L Catterton Asia, the Asian unit of L Catterton, on their joint acquisition of a stake in OWNDAYS Inc., which is an innovative eyewear company.
  • Advised Nikon Metrology and Nikon Corporation on the sale of its coordinate measuring machine business of Nikon to ASF Metrology.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP's corporate team has welcomed new practice head Kenneth Lebrun from Shearman & Sterling. The firm services a number of enviable clients including a variety of companies from the financial, chemical, consumer products, manufacturing, energy, food and drink, insurance, media, pharmaceutical, retail, technology and telecoms sectors, including ORIX, Takeda Pharmaceutical Company Limited and Oki Electric Industry Co. Also notable is Tokyo office managing partner Jon Gray who has substantial expertise in the capital markets space. Mörk Murdock departed to Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho.

Practice head(s):

Ken Lebrun

Other key lawyers:

Jon Gray

Testimonials

‘Davis Polk & Wardwell has vast experience in M&A involving Japanese companies is well aware of potential issues and concerns from not only the transaction parties’ perspective but also the financial advisors’ perspective. Therefore, the firm is always an invaluable resource.’

‘Ken Lebrun is always client-focussed, responsive and reliable. He has extensive knowledge and skills based on broad and long experiences in M&A markets involving Japanese companies as well as bilingual language capabilities. He understands what services clients require, has integrity and a good personality. He is a true trusted advisor and is one of the best M&A lawyers in Japan.’

Key clients

Shire Plc

ORIX Corporation USA

Takeda Pharmaceutical Company Limited

Oki Electric Industry Co., Ltd.

Work highlights

  • Davis Polk, together with Slaughter and May, advised Shire Plc in connection with a recommended cash and stock offer for Shire’s entire share capital by Takeda Pharmaceutical Company Limited that values Shire’s share capital at approximately $62bn.
  • Advised ORIX Corporation USA on its acquisition of NXT Capital Inc.
  • Advising Takeda Pharmaceutical Company Limited on its sale of Xiidra to Novartis AG.
  • Advising Oki Electric Industry Co., Ltd. on its sale of the IT services, software and hardware assets of OKI Brasil Indústria e Comércio de Produtos e Tecnologia em Automação S.A., a wholly-owned subsidiary of OKI, to NCR Brasil Ltda., a subsidiary of NCR Corporation.

DLA Piper

DLA Piper's Tokyo corporate team advises Japanese businesses operating locally and around the globe, in addition to non-Japanese clients who have operations in Japan and throughout Asia. Masahiko Ishida heads the group and regularly acts for well-known companies including Marubeni, Zensho, Citizen, and Takeda in their large cross-border acquisitions. Also notable are office managing partner Lance Miller and Dan Matsuda who cover securities regulations, commercial disputes, and general corporate matters across a broad range of sectors including chemical, energy, technology, and the automotive industry. Of counsel Mitsuhiro Imamura recently joined from Pillsbury Winthrop Shaw Pittman LLP.

Practice head(s):

Lance Miller; Masahiko Ishida; Dan Matsuda

Other key lawyers:

Mitsuhiro Imamura

Testimonials

‘They have deep knowledge about IT and communication issues including personal data, competition policy and Huawei procurement argument.’

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

Key clients

OYO HOSPITALITY UK LTD.

Fortive Corporation

VinFast Trading and Production Limited Liability Company

Zensho Holdings

Cohesity Inc.

Marubeni Corporation

Nippon Paper Industries Co., Ltd.

NEC Corporation

A.T. Kearney

Asahishuzo co.,ltd.

China Ping An Insurance Overseas HD

Citizen Watch Co., Ltd.

Avex Inc

Knorr-Bremse Commercial Vehicle Systems Japan Ltd.

HERE International B.V.

General Electric Company

Work highlights

  • Advised OYO HOSPITALITY UK LTD on its Japanese joint venture with SoftBank Corp. and SoftBank Vision Fund to bring OYO’s hotel reservation platform to Japan.
  • Advising Fortive Corporation on its purchase of the Advanced Sterilization Products business, a division of Ethicon, Inc., from Johnson & Johnson.
  • Advised VinFast, the automotive subsidiary of Vietnam’s largest real estate conglomerate, on its agreement with German Auto (GM) to purchase GM’s Hanoi factory and acquire GM’s distribution and dealer network in Vietnam for Chevrolet vehicles.
  • Advised Zensho Holdings, the largest player in the Japanese food industry known for beef bowl restaurants, “Sukiya” and “Nakau” on its agreement to acquire 100% of the shares of Advanced Fresh Concepts Corp., an in-store sushi chain with more than 4,000 locations throughout the United States, Canada and Australia.
  • Advising two Japanese listed companies, Marubeni Corporation and Nippon Paper Industries Co., Ltd. with Mercer International Inc. for the sale of Marubeni’s and Nippon Paper’s shares in their Canadian joint venture, Daishowa-Marubeni International Ltd.

Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo

At Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo, the Tokyo-based corporate team advises on the full spectrum of corporate transactions from mergers and acquisitions, joint ventures, commercial, and employment, to restructuring, compliance, and regulatory. The group has a special focus on the automotive, energy and infrastructure, life sciences, TMT, financial services, insurance, and consumer sectors. Jacky Scanlan-Dyas leads the practice with the support of Wataru Kamoto as well as a strong backbench including senior associates Viet Nguyen and Chiyokazu ShindoLisa Yano recently joined TMI Associates.

Practice head(s):

Jacky Scanlan-Dyas; Wataru Kamoto

Other key lawyers:

Viet Nguyen; Chiyokazu Shindo

Testimonials

‘The team has a great network worldwide and very long standing practice in Japan as well.’

‘Hogan Lovells is familiar with Japanese corporate culture including complicated internal approval processes which is quite helpful.’

‘The corporate lawyers at Hogan Lovells are always keen to know their clients’ needs and risk appetite, and always accommodate their deal schedule and priorities. They are also very friendly and approachable.’

‘At Hogan Lovells, partner availability is second to none, and commercial and legal know-how is outstanding. The legal advice is delivered fast, to-the-point, commercially very valuable and in an easily understood way.’

‘Jacky Scanlan-Dyas and Viet Nguyen are both very quick and accurate.’

Key clients

eBay

Asahi Group Holdings

Nissan Motor Co., Ltd

Alvogen

Merck & Co., Inc., d.b.a. Merck Sharp & Dohme (“MSD”)

Onkyo Corporation

Work highlights

  • Advising Onkyo on the divestiture of its Home Audio & Visual division to Sound United, LLC., a US-based audio company.
  • Advised Asahi on its £250m acquisition of Fuller Smith & Turner’s entire beer business, which includes the iconic Griffin Brewery in Chiswick (London) and the London Pride brand and the Cornish Orchards, Dark Star Brewing and Nectar Imports businesses.

Jones Day

Jones Day handles significant inbound deals such as the sale of MassMutual Japan to Nippon Life, as well as outbound deals including TDK Corporation’s acquisition of NYSE-listed InvenSense. While the corporate practice is well-known for its expertise in the life sciences space, and its strong capabilities in the realm of private equity, it has recently continued to expand upon its activities for Japanese trading houses in the context of outbound M&A transactions. Stephen DeCosse and Yuichiro Mori jointly lead the practice with the support of private equity specialist Gregory Salathé.

Practice head(s):

Stephen DeCosse; Yuichiro Mori

Other key lawyers:

Gregory Salathé

Key clients

Dentsu Inc.

Massachusetts Mutual Life Insurance Company

PAG Asia

Omron Corporation

Mitsui Chemical, Inc.

JERA Power International BV

Sumitomo Dainippon Pharma Co. Ltd.

Ariake Japan Co., Ltd.

First Solar Japan, Inc.

TDK Corporation

Work highlights

  • Represented MassMutual in its sale of 85.1% of the shares of its Japanese life insurance subsidiary to Nippon Life Insurance Company for JPY104bn.
  • Advised PAG on its investment in KSS to finance the acquisition of the global assets of Takata Corporation out of bankruptcy in the US and Japan, and certain other global assets.
  • Advised OMRON Corporation in the sale of OMRON Nohgata to Advantech.
  • Advised JERA on its acquisition of a 25% stake in the Formosa 1 offshore wind power facility currently operated by Macquarie off the coast of Taiwan.
  • Represented Kaga Electronics Co., Ltd. in its acquisition of Fujitsu Electronics Inc.

Latham & Watkins Gaikokuho Joint Enterprise

Latham & Watkins Gaikokuho Joint Enterprise's Japan-based M&A practice is best known for serving leading companies in the life sciences, automotive, technology, communications, semiconductor, private equity, and financial services sectors. The team recently bolstered its ranks through the lateral hire of Noah CarrIvan Smallwood, and technology transactions expert Stuart Beraha from Morrison & Foerster LLPMichael Yoshii shares his time between Tokyo and Singapore. Former practice head Nozomi Oda joined Morrison & Foerster LLP in November 2019.

Key clients

AdRoll, Inc.

Daiichi Sankyo Co., Ltd.

Integrated Device Technology, Inc.

JPMorgan Chase Bank

Li & Fung Limited

Marubeni Corporation

Nissan Motor Co., Ltd.

Orix Corporation

Sumitomo Mitsui Banking Corporation

Teijin Limited

Work highlights

  • Represented leading pharmaceutical company Daiichi Sankyo in a global alliance with AstraZeneca.
  • Represented JPMorgan Chase Bank N.A., Sumitomo Mitsui Banking Corporation, and MUFG Bank, Ltd. in financing matters relating to the acquisition by Takeda of Shire plc.
  • Represented Li & Fung in its sale of a Japanese subsidiary to Ant Capital Partners Co.
  • Represented Teijin Limited in its acquisition of Inapal Plastico, a Portugal-based manufacturer of plastic parts for the automotive sector.
  • Represented AdRoll, Inc. in its joint venture with Rakuten to form Rakuten AdRoll K.K., aJapan-based advertising platform provider.

Linklaters

Linklaters advises its Japanese clients on their cross-border M&A and other corporate transactions. The group's most notable strengths continue to be working on high-profile Japan-to-Europe and Japan-to-Asia deals. Hiroya Yamazaki spearheads the practice with Matthew Bland who recently arrived from the London office. He has substantial experience in a range of sectors, including the financial institutions, healthcare, consumer, and technology and telecoms sectors.

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

Takeda Pharmaceutical Company Limited

Tokio Marine Holdings, Inc.

Work highlights

  • Advised Takeda Pharmaceutical Company Limited on the recommended acquisition of the entire issued and to be issued ordinary share capital of Shire plc and its related financing.
  • Advised Orix Corporation and Orix Aviation System Limited on their $2.2bn acquisition of a 30% interest in Avolon Holdings Limited, a leading global aircraft leasing company based in Ireland.
  • Advised Tokio Marine Holdings on the ZAR 5bn acquisition of 22.5% interest both in Hollard Holdings and Hollard International.
  • Advised AJICO on the establishment of a joint venture with CITIC Capital Asian Foods Holdings Limited through the share transfer of Amoy Food Ltd.
  • Advised JBIC on the formation of a joint venture with Dentsu Inc. for the joint investment in Perform Group Limited, a global market leader in commercialisation of sports content across multiple digital and broadcast platforms, such as Goal.com and DAZN.

Ropes & Gray LLP

Ropes & Gray LLP's corporate practice focuses on high-end corporate financing and M&A matters with a strong emphasis on private equity. Tokyo office manager Tsuyoshi Imai and newly-promoted partner Saeko Inaba spearhead the group and work closely with their colleagues in Hong Kong, the US, and London to assist a number of high-profile clients, including Bain Capital, with complex deal structures.

Practice head(s):

Tsuyoshi Imai; Saeko Inaba

Key clients

Bain Capital

Baring Private Equity

Toshiba Memory Corporation

Work highlights

  • Represented Bain Capital on a sale by Toshiba Corp. of its semiconductor business to a group led by Bain that included Apple, Seagate, Kingston, Hoya, Dell Technologies, and SK Hynix.
  • Acted for Bain Capital of its tender offer bid for 100% of the shares in KOSAIDO, Co. Ltd.,a printing, IT and funeral services company listed on the Tokyo Stock Exchange, for JPY15.2bn.
  • Acted for Baring Private Equity Asia on its acquisition of new shares worth JPY77bn from Pioneer Corporation, Japanese automotive electronics maker, and will later buy JPY25bn of shares from existing Pioneer shareholders.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP recently advised on several market-leading transactions including KKR's tender offers for shares for Hitachi Kokusai Electric, HitachiKoki and Calsonic Kansei. The firm regularly represents private equity firms, strategic buyers and Japanese corporations in connection with cross-border transactions. Led by David Sneider , the team also includes counsel Noritaka Kumamoto.

Practice head(s):

David Sneider

Other key lawyers:

Noritaka Kumamoto

Key clients

Goldman, Sachs & Co.

Kohlberg Kravis Roberts & Co. L.P.

Blackstone

Murata Manufacturing

Work highlights

  • Acted for Calsonic Kansei, a wholly-owned portfolio company of KKR, in the acquisition from Fiat Chrysler Automobiles N.V. of its automotive components business Magneti Marelli S.p.A.
  • Advised Blackstone on its acquisition of the entire equity stake in AYUMI Pharmaceutical.
  • Acted for KKR in connection with the purchase by KKR’s affiliate, HKE Holdings G.K. (the offeror), and subsequent related transactions in acquiring Hitachi Kokusai Electric Inc.

Skadden, Arps, Slate, Meagher & Flom LLP

Kenji Taneda leads the corporate team at Skadden, Arps, Slate, Meagher & Flom LLP with the support of Tokyo office head Mitsuhiro Kamiya. The group has substantial experience in structuring and negotiating a wide variety of public and private mergers, acquisitions, and joint ventures involving Japanese entities. In recent highlights, the firm oversaw Key Safety Systems' acquisition of Takata Corporation as well as EMAS Chiyoda Subsea's restructuring. Akira Kumaki's practice covers private equity, securities and other general corporate matters associated with public and private companies and has previously advised on market-leading transactions.

Practice head(s):

Mitsuhiro Kamiya; Kenji Taneda

Other key lawyers:

Akira Kumaki

Key clients

Endurance Specialty Holdings Ltd.

Sumitomo Mitsui Banking Corporation

MBK Partners

Toshiba Corporation

Fortress Investment Group LLC

Pacific Industrial Co., Ltd.

Key Safety Systems, Inc.

Miraca Holdings, Inc.

Nippon Shokubai Co., Ltd.

Toyota Industries Corporation

Work highlights

  • Represented Aflac Incorporated in connection with Japan Post Holdings Co., Ltd.’s $2.4bn acquisition through open market purchases of a 7% stake in Aflac.
  • Represented Altaba Inc. in its sale of up to $2bn in shares of Yahoo! Japan Corporation to SoftBank Corp. (Japan).
  • Represented Toshiba Corporation (Japan) and its wholly-owned subsidiary Toshiba Energy Systems & Solutions Corporation (Japan) in TESS’s acquisition of all of the shares in Nuclear Fuel Industries, Ltd. (Japan).
  • Acted for Otsuka Pharmaceutical Co., Ltd. (Japan) in its $430m acquisition of Visterra, Inc.
  • Represented Advantest Corporation (Japan) with the CFIUS and antitrust aspects of its $185m acquisition of the commercial semiconductor system-level test business of Astronics Corporation.

Ashurst

Ashurst acts for Japanese trading houses, corporations and semi-governmental bodies to identify, execute and manage their outbound investments. The group is led by insurance sector specialist Tracy Whiriskey and recently welcomed new projects and energy practice head David Wadham from the London office.

Practice head(s):

Tracy Whiriskey

Other key lawyers:

David Wadham

Testimonials

‘The Tokyo-based corporate attorneys at Ashurst are diligent, steady and warrant quality.’

‘This team punches well above its weight, does not take the firm-client relationship for granted and continues to maintain the ties in an ultra-competitive market.’

‘The group’s familiarity with its clients’ internal processes helps greatly and shows how much the firm invests in its relationships. Partners are ultra-responsive and a helpful resource to rely on even before the mandate has been decided.’

‘Tracy Whiriskey is an excellent relationship partner and reliable practitioner in M&A matters.’

‘Tracy Whiriskey is very switched on and responsive. She goes above and beyond in proactively protecting her clients’ interests and is keenly attuned to the difficult position in-house counsel are oftentimes placed in.’

Key clients

Alliance Bank Malaysia Berhad

The Kansai Electric Power Company, Inc

Nisshin Seifun

Itochu Corporation

Japan Bank for International Cooperation

Mercuria Investment

Mitsui & Co., Ltd.

Park 24 Co., Ltd.

Swiss Re

Work highlights

  • Advised Mitsui in relation to its joint subscription with DBJ (through a Japanese special purpose vehicle) for a minority shareholding in FKS Food & Agri Pte. Ltd. (FKS).
  • Advised Mitsui during preliminary discussions including the term sheet, and in negotiating and drafting the transaction documents pertaining to its acquisition of a strategic 20% shareholding in Position Partners Pty Ltd (Position Partners).
  • Advised Mitsui in relation to its investment into Tonik Energy Limited (Tonik).
  • Advised Swiss Re on its section 25D portfolio transfer (asset transfer) and related reinsurance arrangements (loss portfolio transfer arrangement) with QBE for $200m of Hong Kong construction workers compensation reserves.
  • Advised ABMB on its competitive auction process in relation to its exclusive 15-year bancassurance agreement with Zurich General Insurance Malaysia Berhad and via its subsidiary Alliance Islamic Bank Malaysia Berhad an exclusive 15-year bancatakaful agreement with Zurich General Takaful Malaysia Berhad.

King & Spalding

King & Spalding's corporate team handles asset and interest transactions of its blue-chip client list in the infrastructure and energy sectors. Mark Davies spearheads the offering which is advising Mitsui and Mitsui O.S.K. Lines Ltd on the acquisition of a 50% stake in AKOFS Offshore. Also notable are managing partner and project financing expert John McClenahan and senior associate Daisuke Shimodaira who specialises in the financing of energy and power projects. Rupert Lewi has retired.

Practice head(s):

Mark Davies

Other key lawyers:

John McClenahan; Daisuke Shimodaira

Key clients

Japan Bank for International Cooperation

Mitsubishi Corporation

Japan Wind Development Co., Ltd.

MODEC Inc

Mitsui & Co., Ltd.

Korea Export-Import Bank

Tokyu Land Corporation

Senvion GmbH

Toyota Tsusho

Sojitz Corporation

Asian Development Bank

Marubeni Corporation

Mitsubishi UFJ Trust & Banking Corporation

Orrick, Herrington & Sutcliffe LLP

The corporate team at Orrick, Herrington & Sutcliffe LLP is best known for its expertise in the startup space. Jointly led by Hiroki Sugita and Mark Weeks – who shares his time between Tokyo and Hong Kong – the team regularly acts for several early-stage companies, venture capital funds, and unicorn companies based in Japan. The group covers a vast array of transactions including private equity investments, joint ventures, and private and public M&A deals.

Practice head(s):

Hiroki Sugita; Mark Weeks

Testimonials

‘Orrick provides very professional services with regards to Japanese businesses. It has a strong expertise in the area of commercial law, company law and labor law.’

‘Mark Weeks is proficient in advising clients, analysing problems, and understanding laws. He is able to handle corporate meetings efficiently because of his excellent Japanese language and communication skills.’

‘Hiroki Sugita is a high-quality, very insightful, thorough and responsive Japanese lawyer. He is extremely effective in skillfully and creative when solving problems. His advice can be more than legal, and is always practical, well-informed and very responsive.’

‘Kane Huang is proficient in helping clients to complete contract negotiations. He has superior drafting skills as well as excellent analytical skills.’

‘Hiroki Sugita and Sakon Kuramoto provide professional, practical and prompt advice.’

Key clients

Axil Capital Partner

Daicel Corporation

HekaBio K.K.

Liquid, Inc.

Mitsui & Co., Ltd

Rakuten Inc.

Sojitz Corporation

Tadano, Ltd.

Whill Inc.

Work highlights

  • Advises HekaBio K.K., a bio venture company, in various deals including its acquisition of a 50% stake in Vorpal Technologies K.K, and its JPY552m Series A financing led by Japanese corporate and private investors.
  • Represented iCracked, electronic device repairer company, in its merger into SquareTrade, a subsidiary of the Allstate Corporation that offers consumer protection plans and tech support.
  • Advised Cool Japan Fund, Inc., a public-private fund promoting development overseas, in its $12.5m investment in the Series E of Tastemade Inc., the Santa Monica-based provider of an online platform designed to offer food and lifestyle videos.
  • Advised NTT DOCOMO, Japan’s largest telecommunications provider, in its $280m investment in Magic Leap, Inc., a U.S.-based, spatial-computing company, as part of a strategic partnership between the two companies.

Paul Hastings LLP

Paul Hastings LLP regularly advises international technology companies, investment funds, payment providers, and financial organisations based in Japan but with interests in the US and China, as well as other Asian jurisdictions. The firm continues to act on its strategic decision to target transactions between China and Japan, including in the capital markets and real estate transactions. Apart from Eiji Kobayashi and Toshiyuki Arai, who jointly lead the team, the firm fields a number of strong associates and junior practitioners.

Practice head(s):

Toshiyuki Arai; Eiji Kobayashi

Testimonials

‘The lawyers at Paul Hastings are prudent as well as experienced.’

‘Paul Hastings’ experts are well acquainted with our clients’ history and activities.’

Key clients

Aeon Co.

Amgen

Applied Materials

Bank of Tokyo-Mitsubishi UFJ

General Electric Company

Grove International Partners

H.B. Fuller Company

Haitong International

Hitachi Construction Machinery

Hitachi Ltd.

JP Morgan

Konica Minolta, Inc.

Kyushu Electric Power Company

Kobe Steel

Laureate Education

Maruha Nichiro Corporation

Misumi Group

Mitsui & Co.

Morgan Stanley

NEC

Marubeni

OUTSOURCING,INC.

Itoham Foods

Sansei Yosoki

SOFTBANK

Sonnedix

Sumitomo Mitsui Banking Corporation

Tokyo Electric Power Company

Toshiba

WalMart

The Walt Disney Company

Warburg Pincus

Work highlights

  • Advised OUTSOURCING, INC. on its acquisition of 51% of the issued and outstanding shares in Inversiones SL Group, SpA, a Chilean corporation, and its subsidiaries incorporated in Chile, Colombia, Peru, and Ecuador.
  • Advised J.B.W. Group Limited in its acquisition of 52.4752% of the outstanding shares in Court Enforcement Services Limited, a private U.K. company engaged in enforcement and debt collection services.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

The corporate offering at Paul, Weiss, Rifkind, Wharton & Garrison LLP – jointly spearheaded by Yu Tong and Kaye Yoshino – advised on several high-profile transactions including ARIAD Pharmaceutical's proposed $5.2bn acquisition of Takeda Pharmaceutical. Fielding experienced and renowned gaiben, the firm has an enviable roster of Japanese and international clients including Oaktree Capital, Mitsui Sumitomo Insurance, Citigroup, and Dainippon Sumitomo Pharma.

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

Yokohama Rubber Co.

Work highlights

  • Advised SoftBank Vision Fund in its investment in Chinese truck-hailing company Full Truck Alliance.

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

Ken Kurosu acts as managing partner of Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho's Tokyo office where Stephen E Chelberg leads the Asia Pacific branch of the firm's global corporate practice. The group regularly advises foreign acquirers of Japan-based entities through share purchases, asset deals, tender offers, and other mechanisms, as well as Japanese companies acquiring overseas. In recent highlights, Mörk Murdock joined the firm from Davis Polk & Wardwell LLP; he has considerable experience acting for Japanese multinationals in the manufacturing and industrial, pharmaceutical and life sciences, and financial and life insurance sectors. Also notable are Steven DoiRika Beppu, and Jun Mamiya.

Practice head(s):

Ken Kurosu; Stephen Chelberg,

Morgan Lewis & Bockius LLP

Morgan Lewis & Bockius LLP new corporate team in Tokyo consists of new Tokyo office managing partner Motonori Araki and Mitsuyoshi Saito who both joined the team from Morrison & Foerster LLP. Araki primarily focuses on M&A, commercial transactions, and non-contentious intellectual property matters. Saito is a bengoshi and regularly advises on disputes in parallel to his corporate practice.

Practice head(s):

Motonori Araki

Other key lawyers:

Mitsuyoshi Saito

Testimonials

‘Clients can get professional answers and risk assessments very quickly thanks to this responsive team.’

Norton Rose Fulbright

Chris Viner splits his time between London and Tokyo and is the main name to note within Norton Rose Fulbright's Japan-based corporate offering. Viner has a strong track record acting for clients in the energy, power, infrastructure, and financial services sectors, and previously advised Mitsui on its acquisition of a participation in the Maersk Tankers fleet of refined oil tankers.

Practice head(s):

Chris Viner