Nagashima Ohno & Tsunematsu > Tokyo, Japan > Firm Profile
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Nagashima Ohno & Tsunematsu > The Legal 500 Rankings
Japan > Antitrust and competition: Independent local firms Tier 1Nagashima Ohno & Tsunematsu is active on high value domestic and international matters across a broad range of industries, including pharmaceuticals, energy, IT and private equity. The department benefits from a strong relationship with the JFTC, allowing significant insight into antitrust/competition law. Team lead Yoshitoshi Imoto has expertise in high-profile merger cases and complex government investigations, with international experience working within the US and EU. Kaoru Hattori handles cartel investigations, and advises on competition law issues in contractual alliances and transactions, while Ryohei Tanaka acts for both multi-nationals and major domestic corporations in merger control proceedings before the JFTC. The team has grown with the promotion of Satoshi Ogawa and Nobuaki Ito to partner in early 2022.
Other key lawyers:
‘NO&T is a standout legal practice in Antitrust/Competition in Japan. I am always impressed by the strength of their client relationships, which is consistent with the outstanding level of client service they provide.’
‘Kaoru Hattori is not only technically and legally gifted, but is a trusted advisor to her clients in all aspects of her practice. She is smart, strategic, and collaborative.’
‘NO&T is clearly among the tier 1 competition practices in Japan. They have the best people and an outstanding service level. As a group they have great depth in terms of subject matters and backgrounds of experience to always be able to present workable solutions.’
‘Yoshitoshi Imoto has a great depth of knowledge on the competition laws accross the world and asks allthe right questions to get the best result for clients. He is very responsive and handles the matters we work on together with great care and determined calm.’
‘The Nagashima Ohno & Tsunematsu law firm has an outstanding comprehensive strength and a large number of professional talents. When dealing with specific cases, the most suitable lawyers will be deployed scientifically according to the actual needs of the case to form the relevant service team. Because of this, the team can respond quickly to provide efficient, high-quality legal services.’
‘Good bench depth and strong connections to the regulator. Sector experience is wide ranging which really ensures they know what they are talking about.’
‘Yoshitoshi Imoto is a standout in the market. Nimble and pragmatic and able to swiftly respond to unexpected issues in merger reviews. He is trusted by clients and quickly builds lasting relationships.’
‘They are at the top of the market, with extraordinary resources and visibility into the JFTC’s work. A real standout practice.’
Nitto Denko Corporation
Suzuki Motor Corporation
Isuzu Motors Ltd.
Mitsubishi Gas Chemical Company Inc.
Dentsu Group Inc.
CVC Asia Pacific Limited
- Represented Booking.com B.V. in the Japan Fair Trade Commission’s investigation into the parity clause.
- Represented Nitto Denko Corporation on the acquisition of Mondi’s Personal Care Components business.
Japan > Banking and finance: Independent local firms Tier 1Nagashima Ohno & Tsunematsu has expertise in loans and credit-related transactions, including syndicated loans, non-recourse loans, and derivatives, as well as significant strengths across acquisition finance, real estate finance, and regulatory work. The department also covers securitization projects, insolvency and bankruptcy advice. Fumihide Sugimoto, who specialises in debt, equity, and other securities, leads the team, which includes real estate financing expert Mami Ikebukuro, and Jiro Mikami, who covers acquisition finance. Also key are Hiromi Hattori, whose experience includes M&A and banking transactions, and Hironori Matsuo, whose experience includes acquisition finance and foreign trade finance.
Other key lawyers:
Mitsubishi UFJ Financial Group, Inc.
Mizuho Financial Group, Inc.
Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Trust Holdings, Inc.
Shinsei Bank, Limited
Nomura Securities Co., Ltd.
Development Bank of Japan
- Advised Renesas Electronics Corporation on acquisition of Dialog Semiconductor.
- Advised IA Partners Inc. on license application for investment advisory business.
- Advised Kenedix Inc. and Kenedix Investment Partners, Inc. on acquisition of W Osaka.
Japan > Capital markets: Independent local firms Tier 1Nagashima Ohno & Tsunematsu is a leading figure in capital markets transactions, and is well regarded at both the domestic and global levels. The department acts on behalf of major clients such as JP Morgan, the East Japan Railway Company, and the Mitsubishi UFJ Financial group on the full spectrum of complex and high value transactions. Fumihide Sugimoto leads the department, which also includes a respected securitisation team. Yuichi Miyashita has significant experience in capital market transactions, including IPOs, warrants and convertible bonds, and third-party allotments, while Motohiro Yanagawa leads on securitisations. Also key within the department are Miyuki Ishiguro and Hidetaka Mihara.
Other key lawyers:
‘The capital markets team is an outstanding team in the Japanese market, based on their variety of experience in this area.’
‘The team is always very organized with lawyers who are experienced. Their response is quick and quality of advice is also great.’
‘Nagashima Ohno & Tsunematsu has magnificent experiences in capital markets.’
‘Yuichi Miyashita: Highly accessible and responsive to our inquiries. Many years of practical experience in this practice area (i.e. the equity transaction) and well familiar with the practice. Provides very logical and practical legal advice.’
‘They have been committed to structured products including securitization for many years. So, they have a broad range of experience and knowledge in this area. We can rely on them for not only executions but also new product developments. They’re very supportive even at an early stage when we’re not sure if we can close actual deals.’
‘Highly sophisticated. Ability to focus on business goals, and to remain available for communication with us at all times. Clearly pointing out legal issues and proposing practical solutions against the issues.’
‘Mr. Motohiro Yanagawa is a well experienced partner. His suggestion and opinion is beyond our expectation.’
‘They are a well experienced team with highly qualified capability. Their work is not only reliable but also speedy.’
Mitsubishi UFJ Financial Group, Inc
Mizuho Financial Group, Inc.
Sumitomo Mitsui Financial Group
Sumitomo Mitsui Trust Holdings, Inc.
Bank of America
Nomura Securities Co., Ltd.
Daiwa Securities Co. Ltd.
Development Bank of Japan
East Japan Railway Company
Japan Finance Organization for Municipalities
Japan Bank for International Cooperation
Resona Bank Limited
- Advised the underwriters on the global initial public offering of common stock of PHC Holdings Corporation.
- Advised the underwriters on the global public offering of common stock of SUMCO Corporation.
- Advised the underwriters on the global initial public offering of common stock of Simplex Holdings, Inc.
Japan > Corporate and M&A: Independent local firms Tier 1Nagashima Ohno & Tsunematsu‘s full-service offering provides comprehensive coverage of corporate and M&A matters, with a strong reputation for completing high value transactions for both domestic and multinational clients. The department is particularly strong within the domestic market, with high profile matters including advising The Aomori Bank on their 2022 merger with The Michinoku Bank. For international work, the firm benefits from its network of international offices, with locations inlcuding New York, Singapore, Hanoi and Shanghai. M&A and corporate governance specialist Hiroshi Mitoma leads the practice alongside Yuko Tamai, who is well known for handling complex and extremely high value transactions. Other key names include Tomohiko Iwasaki, Shuichi Nishimura, and Kei Asatsuma.
Hiroshi Mitoma; Yuko Tamai
Other key lawyers:
- Acted as lead counsel for The Aomori Bank in their merger with The Michinoku Bank.
- Advised Toshiba on the separation of their infrastructure business and their device business into separate entities, as part of an effort to optimize its business portfolio.
- Advised on the acquisition of the remaining 80% of the shares of Blue Yonder Holding, Inc. for Panasonic Corporation, which previously held 20% thereof.
Japan > Dispute resolution: Independent local firms Tier 1Nagashima Ohno & Tsunematsu represents both major foreign and domestic clients in complex and high profile litigation before Japanese courts. Domestically, the department is active on ultra-high-value matters, including representing the Tokyo Electric Power Company in the JPY 9 trillion derivative lawsuit filed by shareholders, who are seeking damages in relation to the 2011 Fukushima Nuclear Power Plant incident. Koki Yanagisawa, who focuses on commercial law, antitrust law, and employment law, leads the team, which includes international arbitration experts Yoshimi Ohara and Hisaya Kimura. Also key is Hironobu Tsukamoto, who handles disputes in the areas of commercial transactions and employment.
Other key lawyers:
Yoshimi Ohara; Hisaya Kimura; Norimitsu Arai; Hironobu Tsukamoto
‘The Nagashima international arbitration team (led by Yoshimi Ohara) is second to none in Japan. The team has broad experience in international arbitrations, both commercial and investment treaty. It is highly professional, very responsive and provides thorough analysis.’
‘Yoshimi Ohara is Japan’s leading international arbitration practitioner. She is brilliant, has sharp analytical skills and is well versed both in commercial and investment treaty arbitrations. Yoshimi is a persuasive advocate. She is also enormously responsive.’
‘The team enthusiastically engaged in our arbitration against Japanese constraction companies. They made well organized arguments after long and repeated hearing to related employees.’
‘Koki Yanagisawa took an initiative in seting out our strategy and makeing our argument more powerful and pursuasive, supported by over 10 partner and assosiate lawyers. They made vigorous discussion in their team and made very sophisticated briefs.’
‘The quality of the attorneys is excellent across the board. Their ability to coordinate complex litigations in multiple jurisdictions for Japanese clients is without compare.’
‘I would like to highlight the excellence of Hironobu Tsukamoto in the general litigation space.’
‘Excellent lawyers with attention to detail.’
‘Hisaya Kimura is a safe pair of hands and an absolute star.’
Nissan Motor Co., Ltd.
Central Japan Railway Company
Tokyo Electric Power Company
Mitsubishi UFJ Trust and Banking Corporation
SECOM Co., Ltd.
Resona Bank, Limited
- Represented Kajima Corporation in JCAA arbitration in relation to an overseas highway construction project.
- Represented Central Japan Railway Company in its Linear Chuo Shinkansen litigation.
- Represented Tokyo Electric Power Company in its shareholders derivative litigation.
Japan > Intellectual property: Independent local firms Tier 1Nagashima Ohno & Tsunematsu covers both litigation and transactions, and has notable expertise in the technology sector, able to cover IP matters related to artificial intelligence, big data, and blockchain technology. The well regarded team attracts both major domestic and multinational clients. Core team members include Shunji Matsuda, who has more than 20 years’ experience in the practice area, and handles high value litigation matters for high profile clients. Former Tokyo District Court judge Kenji Tosaki is also key, and specialises in representing clients in litigation within the pharmaceutical industry. Keiji Tonomura is also noted for his experience on complex cross-border matters, and work within the TMT sector.
Other key lawyers:
‘We believe Nagashima’s IP deparment is superior in international cases to other firms’ teams, especially in huge, multi-lateral cases.’
‘Nagashima has a large number of IP attorneys who have a rich experience in the U.S. IP firms.’
‘They have a capacity to handle big international cases, while keeping its high-quality level and intense communication with foreign clients.’
‘Mr. Matsuda’s thoughtful advice from both legal and business point of views help the team to make right decisions in proceedings. He is an excellent communicater and, through conversation with his clients and foreign colleagues, he can identify central issues in each aspect of the proceedings and suggest a practical solution.’
‘The team has a lot of experience involved up to the highest level (Japanese Supreme Court) on intellectual property litigation matters.’
‘Kenji Tosaki is the leading partner at the firm. He can be little reserved but very tenacious and diligent. His English is also quite good which is not always the case with Japanese law firms.’
‘Leading partner Shunji Matsuda is one of the greatest IP attourneys in Japan, and understands well about regulations and trends of the relavent statutes which will helpful for all of his clients.’
Nintendo Co., Ltd.
Novartis Pharma K.K.
Isuzu Motors Limited
Yahoo Japan Corporation
KOYO Automatic Machine Co., Ltd.
Nippon Steel Engineering Co., Ltd.
- Represented Nintendo successfully in an IP litigation matter in Japan, where Nintendo filed a lawsuit with the Tokyo District Court on February 24, 2017, against Maricar Inc.
- Represented the co-owners of a Japanese patent covering Patanol in a case concerning the JPO’s decision on the request for an invalidation trial to invalidate the patent.
Japan > Labour and employment: Independent local firms Tier 1Nagashima Ohno & Tsunematsu caters primarily to managment, with a client list that includes both domestic and foreign companies over a range of industries. The department has broad contentious and non-contentious expertise, with particular areas of strength including employee contracts, redundancy procedures, collective bargaining negotiations, and non-competition covenants, and additionally supports corporate restructurings and M&A projects. Core names within the team include Norimitsu Arai, who has significant expertise handling unions, transactional employment matters, and litigation matters, and Satoshi Hosokawa, whose practice includes disputes, harassment investigations, and labour elements of corporate restructurings. The New York based Hironobu Tsukamoto is also key, and provides support for international clients.
Other key lawyers:
Norimitsu Arai; Satoshi Hosokawa; Hironobu Tsukamoto; Eriko Ogata
Japan > Private wealth: Independent local firms Tier 1Nagashima Ohno & Tsunematsu has notable strengths in structured finance and trusts, in addition to taxation and general corporate matters. The department attracts a broad range of high-net-worth individuals, including both celebrities and prominent corporate and financial figures. Key team members include Masayuki Fukuda, whose areas of expertise include trust-related transactions and inheritance work, and Yushi Hegawa, who has significant expertise in tax issues, including high-profile litigation and complex transactions with international elements. Yoshikazu Hasegawa, who is based in the Singapore office, also plays a key role, and focuses on advising foreign clients operating within Japan.
Other key lawyers:
‘They provide very good service not only in Japan but also abroad. In particular, there is a sense of security that other firms do not have when dealing with cross-border individual tax affairs.’
‘I often deal with Mr. Yoshikazu Hasegawa, because he has a lot of experience of giving cross-border individual tax advice.’
‘Close liaison with and strong control over local law firms in different jurisdictions. Close communication with inhouse tax team in Tokyo which is very famous for outstanding track record and produces one-firm view.’
‘Smooth overall project management and keep trying to understand client’s needs. Also sometimes nicely yet effectively challenges client from potential risk management view points.’
‘The team has an excellent reputation and its capability on the ground in Singapore distinguishes it from the other top Japanese law firms.’
Japan > Projects and energy: Independent local firms Tier 1Nagashima Ohno & Tsunematsu is active on a wide range of energy law matters and infrastructure projects, and advises major power utility companies including Tokyo Electric Power Company Holdings, TEPCO Power Grid, and Hokkaido Electric Power. The department is highly active within the domestic Japanese market, but also has significant experience advising on overseas projects. The team is co-led by real estate specialist Shunpei Tanaka and Jiro Mikami, who has broad project finance expertise, with an emphasis on infrastructure and energy. Also key within the team are Kei Okubo, who has particular experience in the energy sector, and Kiyoshi Honda, who handles energy and real estate transactions. Takao Higuchi is well respected in this practice area for his knowledge of energy, infrastruture and project finance.
Shunpei Tanaka; Jiro Mikami
Other key lawyers:
Takao Higuchi; Kei Okubo; Kiyoshi Honda; Rintaro Hinaro; Terukazu Katsuyama
‘Kiyoshi Honda and Naoki Ikeda have deep knowledge of EPC and Project Finance, and a high ability to understand the needs of customers and our business. So, their suggestions are always excellent and beyond our expectation. And they have done the mission even if an unreasonable deadline.’
‘The best-known law firm in Japan. In-depth knowledge of Japan’s energy market.’
‘Nagashima Ohno & Tsunematsu has a particularly broad scope of practice compared to other law firms.’
‘The current legal issues are multifaceted and require an in- depth understanding of each matters and Nagashima Ohno & Tsunematsu is particularly superior to other law firms in this regard.’
‘They have high-level expertise and professionalism. In addition, there appears to be an information sharing system among multiple partners and their partners have appropriate control over the quality of the associate’s deliverables.’
‘Our experience with Nagashima Ohno & Tsunematsu was great.’
‘Without the help of the team, Nagashima Ohno & Tsunematsu, we would not have proceeded with our M&A projects and the establishment of the company in the UK.’
‘Each person from Nagashima Ohno & Tsunematsu was outstanding.’
Development Bank of Japan Inc.
Mizuho Bank, Ltd.
Tokyo Electric Power Company Holdings, Inc.
The Tokyo Electric Generation Company, Incorporated.
TEPCO Power Grid, Incorporated
JERA Co., Inc.
Tokyo Electric Power Company Group
Sumitomo Mitsui Trust Bank, Limited.
Japan International Cooperation Agency
Hokkaido Electric Power Co., Inc.
ABLE Co., Ltd.
Royal Caribbean Cruises Ltd.
Equinix Inc./Equinix Japan Kabushiki Kaisha
Z Energy Co., Ltd.
Japan Infrastructure Initiative Co., Ltd.
- Advised Carbon Neutral Fund 1 Investment Limited Partnership and Z Energy Co., Ltd. on the formation of Carbone Neutral Fund.
- Advised MUFG Bank. Ltd. and Japan Infrastructure Initiative Co., Ltd. on the investment in Californian Operator of Hydrogen Fueling Stations.
- Advised GE Energy Financial Services on refinancing of the project finance for five solar power plant projects.
Japan > Real estate and construction: Independent local firms Tier 1Nagashima Ohno & Tsunematsu is well respected for its highly active J-REIT practice, which handles the full range of transactions, including into overseas properties. The department also plays an active role in legislative drafting, and enjoys a close relationship with the Ministry of Land, Infrastructure, Transport and Tourism, due to continuously seconding a lawyer to the division. Practice head Shunpei Tanaka has expertise in J-REIT and real estate finance, in addition to handling development and restructuring projects. Also key are Mami Ikebukuro, who is well known for her significant experience in real estate finance and real estate funds, Kenji Utsumi, who handles REITs, real estate development projects, and private fund investments, and Hiroto Inoue, whose practice covers real estate funds, financing, and securitisation. Shinichiro Horaguchi and Yoshihisa Watanabe are also prominent team members, with Horaguchi handling a broad range of domestic real estate transactions, while Watanabe focuses on acquisitions and development projects.
Other key lawyers:
‘One of their partners, Hiroto Inoue, who I have worked with almost for a decade is a customer-oriented well-balanced specialist with ample knowledge and great personality.’
‘The firm has a thick attorney base, so that they are able to manage numbers of transactions at a time. They grasp our issues/concerns quickly to respond in timely manner.’
‘Attorneys in the firm have deep knowledge on real estate industry even at associate level. Good communication in the firm in regards to our mandate.’
‘Since the firm is big enough to cover multiple issues, our contact partner is able to coordinate with multiple attorneys internally to provide us the best solution, sometimes even giving us appropriate advice on related commercial issues.’
‘Mr. Utsumi is a great lawyer. He is friendly and always calm and listen to our talks patiently. He is easy to talk on the phone when we have something, and his comments are always meaningful.’
‘I believe that they have a variety of experiences and solutions for real estate industries. And we are always supported by their quick responses. If we have issues in a deal, they can suggest some options because they have significant experience in the sector.’
‘Mr. Hiroto Inoue, partner of the firm. Whenever we face some difficulties, he always proposes some reasonable options. Because he has both variety of experiences and deep insights.’
Mitsui Fudosan Co., Ltd.
Mitsubishi Estate Co., Ltd.
Tokyu Land Corporation
Sumitomo Realty & Development Co., Ltd.
Nomura Real Estate Development Co., Ltd.
Hulic Co., Ltd.
AEON Co., Ltd.
NTT Urban Development
ESR Cayman Limited
Gaw Capital Partners
PGIM Real Estate
Norges Bank Real Estate Management
Allianz Real Estate GmbH
Challenger Kabushiki Kaisha
Japan Excellent, Inc.
Kokyo Asset Management Co., Ltd.
Marriott International, Inc.
MUFG Bank, Ltd.
Mitsubishi UFJ Trust and Banking Corporation
Sumitomo Mitsui Trust Bank, Limited
Mizuho Bank, Ltd. No
Mizuho Trust & Banking Co., Ltd.
- Advised Dentsu Group Inc. on the sale and lease-back of Dentsu Headquarters Building, which is believed to be one of the largest property sales in history in Japan, with a sale price reported to be more than JPY 300 billion.
- Advised Invesco Group on its defense countermeasures against Starwood group’s TOB for the acquisition of Invesco Office J-REIT.
- Advised KKR & Co. Inc. on the acquisition of Mitsubishi Corp.-UBS Realty Inc. valued at JPY230 billion (US$2 billion).
Japan > Restructuring and insolvency: Independent local firms Tier 1Nagashima Ohno & Tsunematsu‘s restructuring and insolvency practice operates in conjunction with the firm’s other departments to provide comprehensive service to a range of high-profile domestic and international clients. The team has notable strength in the technology sector. Insolvency and restructuring expert Nobuaki Kobayashi co-leads alongside Yosuke Kanegae, who has significant experience with in- and out-of-court restructuring cases. Other core team members include Tomohiro Okawa, who has expertise across reorganisation and insolvency, distressed M&A, and banking; and Takashi Suzuki, who has a range of experience in restructuring cases both domestic and cross-border in nature.
Nobuaki Kobayashi; Yosuke Kanegae
Other key lawyers:
‘The firm was extremely capable and efficient.’
‘Tomo Okawa is one of the hardest working foreign attorneys I have worked with. He is practical and intelligent, as well as a good team player.’
Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mitsubishi UFJ Financial Group, Inc.
NTT Anode Energy Corporation
Watabe Wedding Corporation
- Represented Mizuho Bank on its Pre-DIP financing to Marelli Holdings.
- Represented Watabe Wedding Corporatation on its Business Turnaround ADR case.
- Trustee of MtGox Co., Ltd. in its bankruptcy.
Japan > Risk management and investigations: Independent local firms Tier 1Nagashima Ohno & Tsunematsu has particular strength in representing regulatory and complicance cases with cross-border elements, with an aptitude for investigations, crisis management, and litigation with international scope. The sizable team contains a diverse set of former judges, prosecutors, accountants, governement officials, and PR specialists, equipped for a broad range of situations. Takayoshi Tao leads the department, and has particular expertise in financial and securities regulations, accounting fraud, and third party investigations. Core team members include Daisuke Fukamizu, whose practice is concentrated on white-collar crime, regulatory compliance, and crisis management, senior counsel Hideaki Kobayashi, who is highly experienced in coporate crisis cases, and Ayumi Fukuhara, who specialises in representing clients facing cross-border investigations involving domestic and foreign regulatory authorities.
Other key lawyers:
‘The team in NO&T is outstanding because of its strong ability to produce a very practical solution based on the solid analysis over the situation.’
‘Their advice is very useful as it takes good balance between risk and practical needs of the client.’
‘They are very flexible and agile to handle the matter and it has a great value in the case of unexpected risk management/investigation related matters.’
‘NO&T’s corporate compliance practice group has one of the best lawyers who are dedicated to providing top-notch service to clients.’
‘They were very responsive to client’s needs.’
Tokyo Electric Power Company Holdings, Inc.
Kobe Steel, Ltd.
Hitachi Metals, Ltd.
The Institute of Applied Energy (IAE)
Mizuho Financial Group, Inc.
Japan > Tax: Independent local firms Tier 1Nagashima Ohno & Tsunematsu‘s team of dedicated tax specialists acts for both domestic and international clients on the full spectrum of matters. The department is frequently active on complex litigation before the Supreme Court of Japan, but also has significant experience on high value transactional work. Yushi Hegawa, who has particular expertise in international transactions, leads the team which inlcudes the highly experienced Takashi Saida and Shigeki Minami. Also key are Koichiro Yoshimura, who has experience in both contentious tax and tax planning, and Tsutomu Endo, whose practice includes customs duty, consumption tax, and the taxation of the digital economy.
Other key lawyers:
‘Koichiro Yoshimura, and Yushi Hegawa are distinguished lawyers from the Japanese tax perspective.’
‘I believe that Yoshimura-sensei is the most excellent partner in Japan for tax area.’
Kokusai Kogyo Kanri Co., Ltd.
Universal Music, LLC
Barclays Bank PLC
Monex Group, Inc.
Clayton, Dubilier & Rice
Paris Saint-German football club
- Represented Kokusai Kogyo Kanri Co., Ltd. before the Supreme Court in a tax litigation, where we secured a court decision in favor of our client, the petitioner, in which a corporate tax cabinet order was nullified.
- Represented Universal Music, LLC, a Japanese subsidiary of UMG, a U.S. media conglomerate, in a tax litigation requesting cancellation of a tax assessment.
- Represented Barclays Bank PLC before the Tokyo District Court in a tax litigation requesting cancellation of a withholding tax assessment.
Japan > TMT: Independent local firms Tier 1Nagashima Ohno & Tsunematsu advises clients across IT, broadcasting, and telecommunication, with an aptitude for handling cutting-edge technologies and businesses. The department has a notable strength in space law, and works with both ‘Old Space’ and ‘New Space’ clients in financings, business collaborations, and contract negotiations. Soichiro Fujiwara, who has expertise in software, web service, and online gaming, co-leads the team alongside Keiji Tonomura, whose broad experience includes fintech, healthtech, cryptocurrency, robotics and AI. Ryo Okubo advises start-ups and technology companies, and is a stand out expert for space matters.
Other key lawyers:
‘Very good grasp of commercial issues.’
‘Quality and responsive.’
‘There is no doubt that Nagashima Ohno & Tsunematsu is the top law firm in Japan.’
‘The highly skilled professionals are all working hard and most notably they work as a great team and immediately bring in experts from within the firm to help with any issues that may arise.’
‘Soichiro Fujiwara is relied upon for his honest personality, sound knowledge and professional attitude.’
‘I would like to emphasise about them that the quality and sppeed of thier work was always satisfied our serious requests, and I can reccommend them as the best lawyers in cross boarder M&A in Japan with confidence.’
‘Mr.Tomohiko Iwasaki and Mr. Akihiro Tokura are excellent partners compared to other lawyers who has passion and ability to provide clients with high-quality services.’
‘They have always provided us with realistic and detail legal solutions with proactive attitude.’
Fuji Media Holdings, Inc.
Toyota Motor Corporation
Mitsui Fudosan Co., Ltd.
Broadridge Financial Solutions
Maezawa Yusaku / Maezawa Fund
Mitsubishi UFJ Financial Group, Inc.
- Advised Sony Group Corporation on set-up of a joint venture with HONDA in the field of electric vehicles.
- Advised NTT Corporation (NTT) on establishing a joint venture company with SKY Perfect JSAT Corporation that will launch a novel integrated space computing network.
- Advised Renesas Electronics Corporation on acquisition of Dialog Semiconductor Plc.
Japan > Fintech - Independent local firms Tier 2Nagashima Ohno & Tsunematsu‘s fintech team draws experienced practitioners from a number of practice fields, including financial regulations, corporate, technology and antitrust. The department benefits from this flexibility in its work assisting clients with a broad range of matters, including blockchain techology, AI, Robotics Process Automation, and biometric authentication technology. Soichiro Fujiwara and Taku Umezawa co-lead the team, with Fujiwara bringing expertise in M&A and general corporate matters, while Umezawa handles financial regulations and compliance. Keiji Tonomura has a practice which covers M&A, intellectual property, and IT transactions.
Soichiro Fujiwara; Taku Umezawa
Other key lawyers:
Mitsubishi UFJ Financial Group, Inc.
Toyota Financial Services Corporation
Japan > Investment funds: Independent local firms Tier 2Nagashima Ohno & Tsunematsu covers a range of funds, including private equity funds, hedge funds, and investment trusts, but has particular strength in the real estate space, with experience handling JREITs and other private real estate funds. Hidetaka Mihara leads the department, and has expertise in financing and REITs. Keiko Shimizu is well known in the market for her expertise on both onshore and offshore investment fund products, and knowledge of complicated cross border projects.
Other key lawyers:
Keiko Shimizu; Kensuke Suzuki
‘The most appealing point of the Investment Funds team of Nagashima Ohno is the deep knowledge, experiece of this area and high level communication skills of Ms. Keiko Shimizu.’
T Capital Partners
Z Energy Co. Ltd.
Activia Properties Inc.
Mitsui Fudosan Logistics Park Inc.
SevenSeas Advisors Co., Ltd.
Nagashima Ohno & Tsunematsu > Firm Profile
The firm: Nagashima Ohno & Tsunematsu is the first integrated full-service law firm in Japan and one of the foremost providers of international and commercial legal services based in Tokyo. In representing its leading domestic and international clients, the firm has successfully structured and negotiated many of the largest and most significant corporate, finance and real estate transactions related to Japan. The firm has extensive corporate and litigation capabilities spanning key commercial areas such as antitrust, intellectual property, labor and taxation. It is known for path-breaking domestic and cross-border risk management/corporate governance cases, such as fraud investigations and white-collar criminal defence, and for handling insolvency and restructuring proceedings including large-scale corporate reorganizations. In order to deliver optimal service and value to its clients, the over 500 lawyers of the firm, including about 40 experienced attorneys from various jurisdictions outside Japan, work together in customized teams to provide the expertise and experience specifically required for each client matter.
The firm has a vast network of relationships with foreign companies and law firms that provide it with a unique perspective when representing clients in international deals. Its overseas network includes locations in New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi, Jakarta and Shanghai, and collaborative relationships with prominent local law firms throughout Asia and other regions. The firm regularly handles and coordinates matters involving complex legal issues in a number of Asian jurisdictions. As a pioneering Japanese law firm that has established its presence in New York, the firm’s activities in the United States and throughout the Americas and Europe are expanding rapidly. The firm strives to meet the needs of both its international clients operating in Japan and Asia and its domestic clients operating outside Japan or seeking to expand their operations overseas.
Areas of practice: Nagashima Ohno & Tsunematsu has structured and negotiated many of Japan’s largest and most significant corporate and finance transactions, and has extensive litigation expertise spanning key commercial areas. We also have tremendous experience in the international arena.
- Global Investigations/crisis management/compliance
- Restructuring and insolvency
- Dispute resolution
- Labor and employment
- Real estate and REITs
- Intellectual property
- Antitrust and competition
- Wealth management/succession planning
- Pharmaceutical and healthcare
- Media/entertainment and sport
- Data protection and privacy
- Consumer law
- International trade and commerce, and economic sanction
- Global practice
For more information, please visit the firm’s website.
|Mr Nobuhiro Anzai||Partner||View Profile|
|Mr Shinichi Araki||Partner; Main area of his work is capital markets, including debt, equity…||View Profile|
|Mr Kei Asatsuma||Partner. His practice focuses on complex business transactions, including M&A, divestitures, spin-offs,…||View Profile|
|Mr Yutaro Fujimoto||Energy, Project Finance, Environmental Law||View Profile|
|Mr Hiroshi Fujiwara||Partner||View Profile|
|Mr Soichiro Fujiwara||View Profile|
|Mr Daisuke Fukamizu||Partner||View Profile|
|Mr Masayuki Fukuda||Securitization/Structured Finance/Trust; Banking; Asset Management/Fund; Real Estate Transactions; Real Estate Investment/Real Estate…||View Profile|
|Kosuke Hamaguchi||General Corporate, Corporate Governance, Mergers and Acquisitions (M&A), Risk and Crisis Management/Compliance,…||View Profile|
|Ms Kaoru Hattori||Antitrust/Competition Law Advice, Antitrust Litigation/Investigation, Merger Control, Unreasonable Premiums and Misleading Representation…||View Profile|
|Mr Yushi Hegawa||Partner, specializing in taxation; tax advice and planning; tax controversy and litigation.||View Profile|
|Mr Tomohiro Hen||Partner||View Profile|
|Mr Takao Higuchi||Main area of practice is banking, energy, infrastructure and other projects (including…||View Profile|
|Mr Rintaro Hirano||Partner||View Profile|
|Mr Shinsuke Hiratsu||Partner||View Profile|
|Mr Shinichiro Horaguchi||Partner||View Profile|
|Mr Kenji Horiuchi||Partner: Mr. Horiuchi focuses on corporate restructuring and reorganization in the broadest sense:…||View Profile|
|Ms Mami Ikebukuro||Partner||View Profile|
|Mr Yoshitoshi Imoto||Yoshitoshi Imoto is a partner at Nagashima Ohno & Tsunematsu. He advises…||View Profile|
|Mr Satoshi Inoue||Banking; Securitization/Structured Finance/Trust; Financial Regulations/Fund Management; Restructuring/Insolvency||View Profile|
|Mr Hiroki Inoue||M&A, including public tender offers, LBO/MBO, joint ventures, general corporate work, and…||View Profile|
|Mr Hiroto Inoue||PartnerPractice focuses on real estate-related matters including real estate funds, real estate…||View Profile|
|Ms Miyuki Ishiguro||Partner specialised in capital market transactions. Main area of work is domestic…||View Profile|
|Mr Hiroyuki Ishizuka||Main area of practice are financing/capital market transactions and corporate law, including…||View Profile|
|Mr Takashi Itokawa||Partner; Main area of work is finance transactions and the relevant regulatory…||View Profile|
|Mr Tomohiko Iwasaki||Partner||View Profile|
|Mr MASANORI KAWAI||Partner||View Profile|
|Mr Masatsura Kadota||Partner; Main area of work is capital markets and corporate law, including…||View Profile|
|Mr Yosuke Kanegae||Yosuke Kanegae has been involved principally in the area of Restructuring/Insolvency, Mergers…||View Profile|
|Mr Terukazu Katsuyama||Partner||View Profile|
|Mr Hisaya Kimura||Risk and Crisis Management/Compliance, Restructuring/Insolvency, Environmental Disputes, Employment Law Advice, Employment Disputes,…||View Profile|
|Mr Nobuaki Kobayashi||Mr. Kobayashi has a wealth of practical experience handling high-profile insolvency and…||View Profile|
|Mr Yoshinobu Koyama||Real Estate Investment/Real Estate Securitization, Real Estate Transactions, J-REITs, Pharmaceutical and…||View Profile|
|Dr Axel Kuhlmann||Foreign Law Partner Gaikokuho Jimu Bengoshi||View Profile|
|Mr Yoshihiko Matake||Partner of NO&T’s crisis management and compliance practice team. His main area…||View Profile|
|Mr Shunji Matsuda||IP Transactions, Media, Entertainment and Sport, IP Disputes, IT and Telecommunications, General…||View Profile|
|Mr Shinichi Matsui||General Corporate; Corporate Governance; Banking; Project Finance; Insurance; Risk and Crisis Management/Compliance;…||View Profile|
|Mr Hidetaka Mihara||Capital markets transactions of Listed Companies and J-REITs, including IPOs, follow-on offerings…||View Profile|
|Mr Jiro Mikami||Banking; acquisition finance, asset-based finance; project finance, structured finance; real estate; corporate,…||View Profile|
|Mr Shigeki Minami||Mergers and Acquisitions (M&A); Tax Practice; Tax Advice and Planning; Tax Controversy||View Profile|
|Mr Hiroshi Mitoma||His practice focuses on M&A and corporate transactions, including rehabilitation of financially…||View Profile|
|Mr Yuichi Miyashita||Partner. Mr. Miyashita handles a wide variety of capital market transactions, including…||View Profile|
|Mr Takashi Miyazaki||Partner practicing Corporate, M&A and Banking.||View Profile|
|Mr Kyohei Mizukoshi||Partner. His practice focuses on capital market transactions, including IPOs, equity and…||View Profile|
|Mr Oki Mori||Dispute Resolution (Consumer Litigation, Civil and Commercial Disputes, Employment Disputes, Tax Disputes,…||View Profile|
|Mr Satoshi Moriguchi||Asia, China, North America and Latin America, General Corporate, Corporate Governance, Mergers…||View Profile|
|Mr Tohru Nakajima||General Corporate, Mergers and Acquisitions (M&A), Private Equity/Venture Capital, IP Transactions, Pharmaceutical and…||View Profile|
|Mr Shuichi Nishimura||Corporate/M&A||View Profile|
|Ms Yoshimi Ohara||Partner||View Profile|
|Mr Kohei Okawa||Kohei Okawa has mainly been involved in restructuring and insolvency cases and…||View Profile|
|Mr Ryo Okubo||Private Equity, M&A, Acquisition Finance, Corporate, TMT, Space||View Profile|
|Mr Kei Okubo||Partner||View Profile|
|Mr Keitaro Oshimo||Financial Service Regulations; (Re)Insurance Transactions||View Profile|
|Mr Ichiro Oya||Partner, specializing in capital markets; securitization/structured finance/trust; real estate investment/real estate securitization||View Profile|
|Mr Makoto Saito||Corporate/M&A; General Corporate; Mergers and Acquisitions (M&A); Private Equity/Venture Capital; Securitization/Structured Finance/Trust;…||View Profile|
|Ms Keiko Shimizu||Partner practicing Financial Regulations and Fund Management, including provide advice on regulations…||View Profile|
|Mr Tsuyoshi Shimizu||PartnerHis practice focuses on: General Corporate; Mergers and Acquisitions (M&A); Corporate Governance;…||View Profile|
|Mr Kensuke Suzuki||Pharmaceutical, Medical and Health Care; Financial Regulations; Asset Management/Fund Business; Corporate/M&A||View Profile|
|Ms Akemi Suzuki||Partner||View Profile|
|Mr Hiroshi Tago||General Corporate, Corporate Governance, Mergers and Acquisitions (M&A), Risk and Crisis Management/Compliance,…||View Profile|
|Mr Shunpei Tanaka||Real Estate and J-REITs; Infrastructure; General Corporate (including corporate governance, compliance); Mergers…||View Profile|
|Mr Keiji Tonomura||Mergers and Acquisitions (M&A); IP Transactions; IT and Telecommunications; Media, Game, Entertainment…||View Profile|
|Mr Kenji Tosaki||Dispute Resolution; IP, IT and Entertainment; IP Transactions; IP Litigation; General Corporate||View Profile|
|Mr Kazuo Tsuiki||M&A, corporate governance, overseas support services, environmental law and general corporate.||View Profile|
|Mr Takashi Tsukioka||Partner (Banking, Capital Markets, Securitization/Structured Finance, Derivatives, Infrastructure)||View Profile|
|Mr Taku Umezawa||Financial Regulations (Banking Act, Financial Instruments and Exchange Act, Insurance Business Act)||View Profile|
|Mr Kenji Utsumi||Partner of Real Estate and J-REITs, Pharmaceutical and Health Care||View Profile|
|Mr Atsushi Yamashita||Partner：Practicing in the capital markets area and providing advice relating to offering…||View Profile|
|Mr Motohiro Yanagawa||Specializing in Securitization, Structured Finance, Corporate Finance and Trust practice, as well…||View Profile|
|Mr Koki Yanagisawa||Dispute Resolution; Employment and Labor Practice; Antitrust Practice; General Corporate; Risk and…||View Profile|
|Mr Koichiro Yoshimura||Partner||View Profile|
Staff FiguresNumber of lawyers : 572 (as of January 1, 2023)
LanguagesJapanese English Chinese French German Dutch Thai Vietnamese Indonesian Filipino Burmese Hindi Korean Spanish Portuguese Russian
In addition to our commitment to providing the highest quality legal services to our clients, at Nagashima Ohno & Tsunematsu (“NO&T”), we also consider the performance of public service (pro bono) activities by our lawyers to be an extremely important part of our greater social responsibility to protect basic human rights and to realize social justice.
We are, therefore, actively involved in public service activities in a number of ways. For instance, our lawyers actively engage in the training of the younger generation of legal professionals by teaching as adjunct law school professors at Japanese universities, law schools, or other similar institutions, and are also dispatched to Japan’s ministries and governmental organizations to support their legislative and/or administrative activities. Our lawyers also serve as public defenders appointed by the court in designated court cases, or assigned by the bar association to counsel suspects prior to their being formally charged. We assist in providing legal consultation services and participate in other committee activities provided by the bar association or other similar organizations.
NO&T’s other pro bono activities have included the following:
- l Support for “Japan-Ukraine Education Pathways” programs offered by Pathways Japan;
- l Assistance in relation to Applications for Recognition of Refugee Status (referrals from the Japan Association for Refugees);
- l Involvement in preparing an opinion on Partnership Oath System proposed by Tokyo Metropolitan Government;
- l Legal representation in same-sex marriage lawsuit and other assistance in such lawsuits;
- l Examination and review of the LGBT-related policies of local governments;
- l Various activities for LLAN (Lawyers for LGBT and Allies Network);
- l Involvement in the Asia Pacific Initiative investigation into the government’s response to COVID-19;
- l Supervision of the publication of “Kodomo Roppou” (the Statute Book for Children);
- l Provision of legal services to TELL, which responds to the community’s mental health care needs;
- l Provision of legal services to the Japanese branch of Médecins du Monde Japan;
- l Contract-related support for an NGO focused on climate change initiatives;
- l Activities related to a pro bono network of business lawyers in Japan; and
- l Human Rights Network activities.
NO&T was shortlisted for Pro Bono National Firm at the Women in Business Law Award Asia-Pacific 2022, hosted by Euromoney Legal Media Group.
Diversity and Inclusion:
The NO&T Diversity & Inclusion Policy was established with the aim of enabling lawyers and staff with diverse backgrounds to collaborate to provide legal services of the highest quality, and to assist in realizing a society that values diversity.
We have implemented the following initiatives to promote Diversity & Inclusion.
Diversity Task Force Team
In 2021, a special task force team was formed to enhance gender diversity. The task force team assessed the current gender diversity situation and identified issues in our firm. On presenting these issues to all partners in a partners’ meeting, the clear management message was that we must further advance gender diversity by increasing the number of female partners. To attain this goal, we have developed short-term and mid-term plans to enhance diversity.
Work Style Reform and Diversity Project
We have established the Work Style Reform and Diversity Project as a meeting body for fostering diversity and inclusion. In addition, we regularly review and implement measures for fostering diversity and inclusion.
Initiatives for LGBTQ
We have also taken the initiatives below for LGBTQ:
- We fully endorsed the ACCJ (American Chamber of Commerce in Japan)’s Viewpoint on marriage equality titled “Support the Recruitment and Retention of Talent by Instituting Marriage Equality in Japan.”
- Same-sex marriage partners are treated equally with legal spouses concerning benefits such as congratulatory and condolence payments, congratulatory and condolence leave, and maternity leave.
- We invite outside speakers to provide training on LGBTQ issues in order to promote understanding.
- We launched an ally registration site on our intranet and distributed a rainbow sticker to those who registered as allies, which signifies that they are allies.
NO&T was ranked “Gold” in the 2022 PRIDE Index of “work with Pride,” a voluntary organization that supports the promotion and establishment of diversity management related to LGBTQ+ and other sexual minorities.
We have been actively recruiting lawyers of different races, nationalities, and backgrounds.
NO&T was shortlisted for:
- Gender Diversity National Firm and Work-Life Balance National Firm at the Women in Business Law Awards Asia-Pacific 2022, hosted by Euromoney Legal Media Group.;
- Asian Diversity Initiative of the Year at the Asia Legal Awards 2022, hosted by Law.com International;
- Diversity and Inclusion Law Firm of the Year at the ALB Women in Law Awards 2021, which is organized by Asian Legal Business
In addition, NO&T was listed as one of the ten law firms in Japan making strides in furthering Diversity and Inclusion (D&I) in Japan’s legal industry in “ALB Japan D&I List 2022,” published in the February 2022 issue of Asian Legal Business (ALB), Japan edition.
Domestic Language Tokyo
M&A / Private Equity
- Panasonic Corporation in its acquisition of Blue Yonder Holding, Inc.
- The Aomori Bank, Ltd. in its merger with The Michinoku Bank, Ltd.
- Hitachi Construction Machinery Co., Ltd. in the sale of its controlling shares by Hitachi Ltd.
- Sony Group Corporation in its acquisition of shares of Sony Financial Holdings Inc. to make it a wholly owned subsidiary
- CVC Capital Partners in its acquisition of personal care business from Shiseido Company, Limited and establishment of a joint venture with Shiseido
Banking & Finance and Capital Markets
- Toshiba Corporation in its issuance of new shares by way of third-party allotment to international investors
- Japan’s three mega-banks (Mitsubishi UFJ Financial Group, Inc., Mizuho Financial Group, Inc., and Sumitomo Mitsui Financial Group, Inc.) in their respective issuances of TLAC Compliant Senior Notes, including U.S. SEC registered notes
- Sony Group Corporation in its global offering of new shares and public offering of Convertible Bonds in Japan
- Toyota Motor Corporation in its issuance of First Series Model AA Class Shares (as co-counsel with other Japanese law firms)
- Mandated lead arrangers of project finance transactions involving the concessions of major airports in Japan, e.g., the Osaka and New Kansai International Airports and the Fukuoka Airport
Real Estate and REITs
- Sale of Dentsu Headquarters Building for a price reported to be more than JPY 300 billion
- Defensive TOB by Invesco Group for Invesco Office J-REIT, Inc. as a countermeasure against a hostile TOB initiated by Starwood Capital Group
Antitrust and Competition
- Booking.com B.V. in its JFTC investigation on a parity (MFN) clause, which ultimately ended with a commitment decision
- The Aomori Bank, Ltd. in its merger with The Michinoku Bank, Ltd., the first case utilizing the special statute for mergers of regional banks without the usual JFTC merger control
Compliance and Dispute Resolution
- The Independent Investigation Commission on the Japanese Government’s Response to COVID-19
- Hitachi Metals, Ltd. in its global investigation on misrepresentation of test results in inspection reports
- Novartis Pharma K.K. in its criminal defense against a data manipulation probe in Japan
Restructuring and Insolvency
- Takata Corporation in its global restructuring and sale of its global assets and operations to Key Safety Systems, Inc.
- Trustee of MtGox Co., Ltd. in its newly commenced civil rehabilitation proceedings
- Mizuho Bank, Ltd. in its Pre-DIP financing to Marelli Holdings Co., Ltd.
- Nintendo Co., Ltd. in copyright infringement and unfair competition prevention litigation against Maricar concerning its street go-kart business
- NTT Corporation on the establishment of a joint venture with SKY Perfect JSAT Corporation that will launch a novel integrated space computing network
- Renesas Electronics Corporation on its acquisition of Dialog Semiconductor PLC, a leading provider of battery and power management, through a scheme of arrangement under the UK Companies Act
- Universal Music Group’s Japanese subsidiary, securing a first-ever landmark decision at the Supreme Court, rejecting the government’s application of Japanese business purpose/economic substance doctrine
- Shire plc, in its $62 billion share-for-share acquisition transaction by Takeda Pharmaceutical Company Limited (acted as Japanese counsel)
Looking Back on Shareholder Activism in Japan in 202228th March 2023 When it comes to the shareholder activism in Japan, 2021 was a dramatic year: after hostile takeover attempts by third parties, a variety of takeover defense plans (in this article, this type of takeover defense plans are referred to as “contingency poison pills”) were contested in court, and several precedent rulings resulted. 2022 was a somewhat milder year in comparison, but shareholder activism was still one of the central topics in the legal / corporate scenes in Japan.
Utilization of Medical Data and Act on the Protection of Personal Information28th March 2023 Medical data has the potential to revolutionize healthcare by enabling more personalized and effective treatments, improving patient outcomes, and reducing healthcare costs. For example, medical data can be analyzed to improve patient care, discover new treatments, and advance medical research. More specifically, by analyzing medical records, researchers can identify trends and patterns in patient outcomes, and healthcare providers can use this information to improve patient care and clinical decision-making.
Announcing New Partners, Foreign Law Partner and Counsel of NO&T14th February 2023 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce its new partners, foreign law partner (*) and counsel as of January 1, 2023, as follows:
Nagashima Ohno & Tsunematsu Commences Operations in Jakarta14th February 2023 Nagashima Ohno & Tsunematsu (Chiyoda-ku, Tokyo, Japan; “NO&T”) is pleased to announce a new association with an independent Indonesian law firm IM & Partners under the name of “IM & Partners in association with Nagashima Ohno & Tsunematsu” as of February 1, 2023.
NO&T joins the Human Capital Management Consortium13th September 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that it has joined the Human Capital Management Consortium.The Human Capital Management Consortium was established on August 25, 2022, as a forum for sharing advanced examples of the practice of human capital management, discussing inter-company cooperation, and considering means for effective information disclosure. The Consortium has seven founders, including Kunio Ito, Director of the CFO Education and Research Center at Hitotsubashi University. The Ministry of Economy, Trade and Industry and the Financial Services Agency participate in the Consortium as observers.Amid the growing importance of human capital in corporate activities, NO&T endorses the purpose of establishing the Consortium and will contribute to efforts to implement corporate human capital management and effective information disclosure. Please click here for more information on the Human Capital Management Consortium.View original article here.
August 25 2022
NO&T joins the Council for Sports Ecosystem Promotion30th June 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that it has joined the Council for Sports Ecosystem Promotion as a general member company/organization.
NO&T registers as Healthcare Innovation Hub Support Organization15th April 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce its registration as a Support Organization of Healthcare Innovation Hub (commonly known as “InnoHub”).
Announcing New Counsel of NO&T8th April 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that the following four lawyers in the Singapore office became Counsel of the firm as of April 1, 2022:
Yuko Miyazaki appointed as an International Judge of Singapore International Commercial Court6th January 2022 Yuko Miyazaki was appointed as an International Judge of Singapore International Commercial Court (SICC) as of January 5, 2022.
Announcing New Partners and Counsel of NO&T5th January 2022 Nagashima Ohno & Tsunematsu (“NO&T”) is pleased to announce that the following ten lawyers became Partners of the firm as of January 1, 2022:
Japanese offshore wind energy: 2022 update and outlook5th January 2023 Countries around the world are tackling the unprecedented dual challenge of achieving climate targets to halt the worst effects of global heating whilst ensuring the stable supply of energy. The Japanese Government is no exception and aims to make renewable energy a major source of electricity to achieve its goal of net-zero greenhouse emissions by 2050. A key component of the Japanese Government’s plan is the utilization of offshore wind energy. The Japanese Government is planning to facilitate the development of 10GW of offshore wind energy capacity by 2030 and possibly another 20GW-35GW capacity by 2040.
Rulemaking developments for Level 4 autonomous driving5th January 2023 On October 27, 2022, the National Police Agency of Japan (the “NPA”) issued drafts of amendments to Cabinet Orders and Ordinances (the “Draft Amendments”) under the Road Traffic Act (the “RTA”) for public comment. The Draft Amendments follow on from amendments made to the RTA, which were passed in April 2022, that introduced a framework to permit vehicles with Level 4 autonomous driving functionality to drive on public roads in Japan. The Draft Amendments include detailed rules with respect to Level 4 autonomous driving, such as the information required to be submitted to obtain the relevant permit, the requirements for individuals engaging in autonomous driving and the requirements for remote monitoring systems. The new rules relevant to Level 4 autonomous driving are scheduled to enter into force in April 2023. The Draft Amendments provide a clearer view of the regulatory framework under the amended RTA and may facilitate the development of autonomous transportation-related services in Japan. This article highlights a number of key points covered in the Draft Amendments.
Recent trends in Chinese merger filing: Why does it take so long?5th January 2023 Since the enactment of Chinese Anti-Monopoly Law (“AML”) in 2008, merger filings in China have become a common bottleneck for global M&A transactions due to the long time required for review and the difficulty in predicting the prospects for clearance. The implementation in 2014 of a simplified procedure available to transactions that satisfy certain market share thresholds or fall within certain circumstances, as well as the accumulation of experience by the State Administration for Market Regulation (“SAMR”), the Chinese antitrust authority, led to an overall improvement. However, in the past few years, several high-profile M&A transactions still needed significant time to obtain merger filing clearance in China despite utilizing the simplified procedure and having a relatively small impact on the Chinese market.
Changes to rating algorithms used by online platform business operators may violate the Antimonopoly Act12th October 2022 On June 16, 2022, the Tokyo District Court held that “Kakaku.com”, the operator of an online restaurant review and search platform, had abused its superior bargaining position and violated the Antimonopoly Act by improperly changing its restaurant rating algorithm.
Trends and market standards regarding startup investment in Japan12th October 2022 According to a recent survey , the amount of total funds raised by startups incorporated in Japan reached a record high and exceeded JPY 800 billion in 2021 (the total funding amount was just shy of JPY 90 billion in 2013). Despite the weakening economy and stock market, the pace does not seem to have slowed down in the first half of 2022 during which startups have been reported, in the same survey, to have raised more than JPY 400 billion. Although higher growth rates can be observed in some other regions of the world, the startup industry in Japan has continued to grow steadily during this decade.
Developments in sustainability and corporate governance disclosure in Japan12th October 2022 On June 13, 2022, the Working Group on Corporate Disclosure of the Financial System Council, an expert council established under the Financial Services Agency of Japan (the “Working Group”), published its report (the “Report”) regarding the proposed reformation of the corporate disclosure obligations of Japanese listed companies . In the Report, the Working Group proposed (i) the strengthening of non-financial disclosures, including sustainability and corporate governance information, (ii) the revision of the quarterly disclosure system and (iii) the promotion of English language disclosures and other matters. In the months ahead, the Working Group will further discuss the forthcoming detailed rules and regulations regarding the corporate disclosure reformation based on the framework formulated in the Report. After the reformation, it is expected that an Annual Securities Report (“ASR”) or other periodical report issued by a Japanese listed company under the Financial Instruments and Exchange Act of Japan (the “FIEA”) will be required to contain detailed sustainability and corporate governance information.
Sports Betting and E-sports in Japan2nd September 2022 In recent years the worldwide global sports betting market has demonstrated rapid growth year on year and shows no sign of slowing down. For example, the total amount of sports betting in the United States in 2021 was estimated to have been USD 57.22 billion, an increase of approximately 164% from the previous year's total of USD 21.6 billion . While there may be some opposition against proposals to legalize sports betting in Japan, including concerns about the effect on the integrity of sports competition and gambling addiction, the Japanese government is actively considering the pros and cons of permitting sports betting in Japan in order to keep up with the movement of the global market, increase revenues from professional sports and protect the image and likeness of clubs and athletes in professional sports in Japan. In that regard, in relation to the legalization of sports betting, the Ministry of Economy, Trade and Industry of Japan (METI) has begun preparations and the Japan Sports Agency established the Sports Future Development Council.
JFTC merger review to increase reliance on 4c/4d-style internal documents24th August 2022 On June 22, 2022, the Japanese Fair Trade Commission (the “JFTC”) published a document entitled “The Fair Trade Commission’s Practices Regarding the Submission of Internal Documents in Business Combination Reviews” (the “Guidelines”). The Guidelines signal a shift from the JFTC’s past practice in merger reviews in that, going forward, the JFTC may be more likely to request internal documents from parties involved in merger transactions to determine the merger’s potential impact on the market. The Guidelines indicate the JFTC’s intention to align with international practices, including the U.S. and the EU, in terms of not only the frequency of the requests for internal documents, but also the scope of the document requests. A key difference between Japan and other jurisdictions that parties must keep in mind when preparing internal merger documents is that Japan has no concept of legal attorney-client privilege. As a result, internal documents with attorney comments can be subject to a JFTC document request.
Key takeaways for system vendors from the Japan Fair Trade Commission’s survey report on procurement of information systems by government offices1st July 2022
IntroductionOn 8 February 2022, the Japan Fair Trade Commission (“JFTC”) published its “survey report on procurement of information systems by government offices” (“Report”).
Shareholder Meeting Digitalization in Japan24th June 2022
I. IntroductionWhile discussions about the digitalization of shareholder meetings have been gradually increasing in recent years, the COVID-19 pandemic has drastically accelerated the digital movement in Japan. On June 16, 2021, legislation came into force permitting listed companies to hold exclusively virtual shareholder meetings. Similarly, legislation allowing the electronic distribution of shareholder meeting materials is scheduled to enter into force on September 1, 2022.
Progress in the Human Rights Due Diligence in Japan24th June 2022
I. IntroductionESG is facing increased attention from various stakeholders, including regulators, investors and consumers, and among all, human rights, which is positioned as S in ESG, increases the need for due diligence in recent years. METI (The Ministry of Economy, Trade, and Industry) and MOFA (The Ministry of Foreign Affairs) conducted a survey last year regarding companies’ human rights due diligence, and it found that half of Japan’s publicly traded companies do not do due diligence on human rights. Of those who do not, around 30% said they do not know how to conduct such investigations. Since the survey was limited to listed companies and the response rate was not high, it is likely that many more Japanese companies have not actually conducted due diligence. However, with the upcoming guidelines (as described below) and European legislation, Japanese companies will be more required to perform human rights due diligence.
Loan Refinancing in Japan by way of Amendment and Restatement24th March 2022
I. IntroductionRefinancing can be a good option for parties seeking to gain improved terms and conditions of existing loan arrangements. For example, in order to achieve a better gearing ratio and partial return of capital, a borrower of the project financing of a power plant might consider refinancing for the purposes of lowering the interest rate and the required DSCR after a certain period of time following the commencement of the operation given that the risk profile of the operational phase is different from the development phase.
Whistleblowing Systems Required by the Amended Whistleblower Protection Act24th March 2022
I. IntroductionThe importance of robust internal whistleblower systems has been highlighted recently in Japan with a number of large-scale corporate misconduct being identified through whistleblowing reports. Since one of the most important aspects of corporate crisis management is to detect and rectify compliance incidents as soon as possible, establishing an effective whistleblowing system is crucial for many, if not all, business operators. Against this background, on June 12, 2020, a partial amendment (the “Amendment”) to the Whistleblower Protection Act (the “Amended Act”) was promulgated. The objective of the Amendment is to strengthen the protection of whistleblowers and facilitate more proactive reporting. The Amendment will take effect on June 1, 2022. While the Amendment has a wide scope, two areas of particularly importance are (i) the mandatory establishment of internal systems to enable business operators to appropriately respond to public interest whistleblowing reports, and (ii) the designation of persons responsible for responding to public interest whistleblowing reports.
II. Mandatory Establishment of Internal Systems to Enable Business Operators to Appropriately Respond to Public Interest Whistleblowing ReportsArticle 11 (2) of the Amended Act requires business operators to establish internal systems and take other measures necessary to respond appropriately to public interest whistleblowing reports. According to the guidelines issued for the appropriate and effective implementation of measures to be taken by business operators pursuant to Article 11, Paragraphs 1 and 2 of the Whistleblower Protection Act (the “Guideline”), those systems and measures are largely divided into three elements (i) systems to respond to whistleblowing reports across divisions and departments, (ii) systems to protect whistleblowers, and (iii) measures to ensure the effective function of the whistleblowing systems.(i) Systems to Respond to Whistleblowing Reports Across Divisions and DepartmentsA business operator shall (i) establish an internal whistleblowing contact (the “Contact”) and clearly specify the departments and persons in charge of receiving whistleblowing reports from the Contact, conducting investigations, and taking the necessary measures to rectify the misconduct specified in the whistleblowing report; (ii) take measures to ensure independence in cases where management is suspected of having involvement in the reported misconduct; (iii) conduct necessary investigations unless there are justifiable grounds not to commence an investigation; and (iv) take measures not to involve persons who are related to the case and to eliminate any conflicts of interest.(ii) Systems to Protect WhistleblowersA business operator shall take measures to prevent disadvantageous treatment against whistleblowers, including, but not limited to, taking disciplinary action or other appropriate measures when disadvantageous treatment occurs. A business operator shall also develop systems to prevent employees and officers from sharing information contained in whistleblowing reports outside of the necessary scope and shall take appropriate remedial and restorative measures in the event of improper information sharing.(iii) Measures to Ensure the Effective Function of the Whistleblowing SystemsA business operator shall (i) provide education and training regarding the Amended Act and whistleblowing systems to employees, officers and retirees, (ii) in cases where a whistleblower report is received in writing, promptly notify the whistleblower of the remedial measures implemented to address the reported facts, to the extent that doing so does not hinder the proper execution of business and the protection of the confidentiality, credibility, reputation and privacy of the parties involved, (iii) take measures concerning the retention, review and improvement of whistleblowing records, and the disclosure of the operating results of the whistleblowing systems. Additionally, the elements required to be taken by the Guideline shall be reflected in a business operator’s internal rules and the business operator shall operate in accordance with those rules.
III. Designation of Persons Responsible for Responding to Public Interest Whistleblowing ReportsArticle 11 (1) of the Amended Act requires business operators to designate a person (the “Designated Person”) to receive whistleblowing reports, conduct investigations into the reported facts, and engage in initiatives to implement remedial measures to address the results of the investigations. If in the course of their work, the Designated Person becomes aware of certain information that would allow them to identify the whistleblower, the Designated Person becomes subject to a strict duty of confidentiality, which, if violated, would subject the Designated Person to potential criminal penalties composed of a monetary fine of not more than JPY 300,000. The introduction of such a duty of confidentiality can be regarded as a major revision in Japanese practice and, thus, it is necessary to include in the internal rules that the business operator shall clearly notify the Designated Person of their duties and obligations.Notwithstanding the above, under Article 12 of the Amended Act, disclosure by the Designated Person of the protected information does not constitute a violation of the duty of confidentiality if there is a "justifiable reason" for such disclosure. It can be reasonably assumed that there would be a "justifiable reason" in cases where the whistleblower has given his or her consent, or where information is shared with persons who require such information for the purpose of conducting the investigation.
IV. CommentsWhile many business operators may have already established an internal whistleblowing system, the introduction of the Amended Act and the Guideline is a timely reminder for business operators to review their internal practices. As the whistleblowing system constitutes an extremely important part of a company's compliance system, it is important for each business operator to examine its specific arrangements by referring to the Amended Act and the Guidelines to ensure its processes are compliant and in line with best practice.View original article here.
 Business operators with 300 or less employees on a regular basis are only obligated to make an effort to meet those requirements. Public interest whistleblowing reports mean whistleblowing reports that fall under the category of Public Interest Whistleblowing Report provided for in Article 3, Item 1 and Article 6, Item 1 of the Amended Act. Business operators with 300 or less employees on a regular basis are only obligated to make an effort to appoint a Designated Person.
Japan’s Economic Sanctions against Russia24th March 2022
I. IntroductionIn light of the current conflict between Russia and Ukraine, the Japanese government has implemented various economic sanctions against Russia based on the Foreign Exchange and Foreign Trade Act of Japan (the “Foreign Exchange Act”). Japan’s economic sanctions have been implemented in concert with many western industrialized countries and regions (such as the US, the EU and the UK), and consist of, among others, import/export restrictions, the freezing of assets of certain individuals and entities, and a prohibition on issuing or circulating certain securities.
Major real estate investment structures in JapanIntroduction A weak Yen and other factors continue to attract overseas investors to the Japanese real estate market. While this investment can take many forms, two of the most common financing structures are GK-TK and TMK (as defined in the graphics). J-REITs are often used for large-scale portfolios, but because of this structure’s longer timeline …
Published: September 2022
Authors: Keiji Tonomura
This country-specific Q&A provides an overview to TMT laws and regulations that may occur in Japan.
Japan: Patent Litigation
Published: October 2022
Authors: Kenji Tosaki
This country-specific Q&A provides an overview to Patent Litigation laws and regulations that may occur in Japan.
Japan: Real Estate
Published: November 2022
Authors: Shinichiro Horaguchi Yoshinobu Koyama Yoshihisa Watanabe
This country-specific Q&A provides an overview to Real Estate laws and regulations that may occur in Japan.
Japan: Intellectual Property
Published: June 2022
Authors: Kenji Tosaki
This country-specific Q&A provides an overview to Intellectual Property laws and regulations that may occur in Japan.
Published: March 2023
Authors: Masayuki Fukuda Motohiro Yanagawa Hideaki Suda
This country-specific Q&A provides an overview to Securitisation laws and regulations that may occur in Japan.
Japan: Mergers & Acquisitions
Published: March 2023
Authors: Kei Asatsuma Shuichi Nishimura
This country-specific Q&A provides an overview to Mergers & Acquisitions laws and regulations that may occur in Japan.
Japan: Product Liability
Published: March 2023
Authors: Junichi Ikeda Takayuki Fujii Mai Nishigori Hiroki Hagihara
This country-specific Q&A provides an overview to Product Liability laws and regulations that may occur in Japan.
- Antitrust and competition: Independent local firms
- Banking and finance: Independent local firms
- Capital markets: Independent local firms
- Corporate and M&A: Independent local firms
- Dispute resolution: Independent local firms
- Intellectual property: Independent local firms
- Labour and employment: Independent local firms
- Private wealth: Independent local firms
- Projects and energy: Independent local firms
- Real estate and construction: Independent local firms
- Restructuring and insolvency: Independent local firms
- Risk management and investigations: Independent local firms
- Tax: Independent local firms
- TMT: Independent local firms