Firm Profile > Mori Hamada & Matsumoto > Tokyo, Japan

Mori Hamada & Matsumoto
16TH FLOOR, MARUNOUCHI PARK BUILDING
2-6-1 MARUNOUCHI, CHIYODA-KU
TOKYO 100-8222
Japan

Antitrust and competition: Independent local firms Tier 1

Mori Hamada & Matsumoto has expertise handling complex, cross-border merger filings, as well as global investigations for both domestic and foreign clients. Within the team there is also experience working at the Japanese Fair Trade Commission and practising antitrust law in the United States. Kenji Ito focuses on merger control, government investigation, private action, and antitrust counseling. He co-leads the practice with Hideki Utsunomiya, who is known for large and complex mergers, government investigations, and private actions. Also notable is Tomoya Fujita, who specialises in M&As and the merger control side of antitrust/competition law.

Practice head(s):

Kenji Ito; Hideki Utsunomiya

Other key lawyers:

Key clients

Hitachi, Ltd.

Showa Shell Sekiyu, K.K.

JXTG Holdings, Inc.

FamilyMart Co., Ltd.

Banking and finance: Independent local firms Tier 1

Banking and financing regulation specialist Mori Hamada & Matsumoto advises leading financial institutions and major investors on a range of Japanese and cross-border financing transactions. The firm has particular experience in innovative and new financing structures. Masanori Sato leads the team and has expertise in the fields of banking, structured finance, real estate, and capital markets. His team includes Takahiro Kobayashi, who is known for work in the energy sector, advising on a range of energy-related transactions and financings. Also notable is Yusuke Suehiro, who focuses on banking, structured financing, project financing, and LBO financing.

Practice head(s):

Masanori Sato

Key clients

The Bank of Tokyo-Mitsubishi

Sumitomo Mitsui Banking Corporation

Mizuho Bank, Ltd.

Mizuho Securities Co., Ltd.

Mitsubishi UFJ Trust and Banking Corporation

Sumitomo Mitsui Trust Holdings, Inc. and Sumitomo Mitsui Trust Bank, Limited.

Prudential Mortgage Capital Company

SOFTBANK CORP.

GE Japan Corporation

AOZORA Bank, Ltd.

Capital markets: Independent local firms Tier 1

Mori Hamada & Matsumoto advises domestic and international issuers and underwriters in complex securities offerings, including initial public offerings, global equity offerings, mutual funds offerings, and J-REIT formation and offerings. The firm also has experience in advising Japanese issuers’ listings on stock exchanges around the world. The securitisation practice is known for traditional asset-backed securities and inbound cross-border securitisation. Notable in the team is Katsumasa Suzuki, who specialises in M&A and Capital Markets. Capital markets specialist Katsuyuki Tainaka was promoted to partner in 2019.

Key clients

Goldman Sachs International and Goldman Sachs Japan Co., Ltd.

Merrill Lynch International

SoftBank Corp.

J.P. Morgan Securities plc

SMBC Nikko Capital Markets Limited and SMBC Nikko Securities Inc.

UBS Securities Japan Co., Ltd.

Morgan Stanley & Co. International Plc.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Nomura Securities Co., Ltd.

Citigroup Global Markets Japan Inc.

Corporate and M&A: Independent local firms Tier 1

Acting for industrial companies, banks, financial institution, and private equity funds, Mori Hamada & Matsumoto provides regulatory expertise handling complex, highly regulated transactions. The firm is also known for cross-border transactions across Asia. The corporate and M&A practice is supported by strength in finance, bankruptcy, antitrust, labour, and IP. Co-heading the team are Satoko Kuwabara, who focuses on M&A and acquisition finance; Hajime Tanahashi, who specialises in M&A and private equity, as well as corporate governance and venture financing; and Gaku Ishiwata, whose areas of expertise are M&A and private equity. In a recent highlight, the department advised Showa Shell Sekiyu K.K. on its business integration with Idemitsu Kosan.

Practice head(s):

Satoko Kuwabara; Hajime Tanahashi; Gaku Ishiwata

Key clients

Softbank Group Corp.

Hitachi, Ltd.

Morgan Stanley MUFG Securities

Mitsubishi UFJ Financial Group

Nomura Securities Co., Ltd.

GCA Savvian

Integral Corporation

Mitsubishi Motors Corporation

Innovation Network Corporation of Japan (INCJ)

Sumitomo Mitsui Trust Bank (SMTB)

Dispute resolution: Independent local firms Tier 1

Mori Hamada & Matsumoto represents Japanese clients overseas and foreign clients in Japan, in cross-border litigation and international dispute resolution proceedings. The firm is experienced in domestic litigation as well as local and international arbitration. The disputes practice benefits from expertise in related areas, including corporate, bankruptcy, employment, and tax. The team is co-led by Kana Manabe, who handles a range of domestic and international disputes, and Mugi Sekido, who is known for international litigation and arbitration. Also notable is Daniel Allen, who is a registered US attorney and an international arbitration specialist, with particular experience in IP litigation and jury trials in the US courts.

Practice head(s):

Mugi Sekido; Kana Manabe

Other key lawyers:

Key clients

Eksportfinans ASA (“Eksportfinans”)

Tokyo Boeki Materials, Ltd.

BICCAMERA INC

SoftBank Corp.

Japan Post Co., Ltd.

Hitachi, Ltd.

Investment funds: Independent local firms Tier 1

Mori Hamada & Matsumoto is known for advising on new non-Japanese funds that are publicly offered in Japan, including the provision of after-care services. The firm also has experience providing advice to existing non-Japanese funds, handling private placements for such funds, and assisting with public offerings for Japanese funds. Yasuzo Takeno has expertise in advisory work for corporate finance, financial regulation, investment managers and investment fund businesses, as well as providing legal advice on the day-to-day management of investment fund businesses. He co-leads the team with Ken Miura, who advises on derivatives and capital market transactions including Euro bond issues and global offerings of debt and equity securities. He particularly focuses on renewable energy-related transactions.

Labour and employment: Independent local firms Tier 1

Mori Hamada & Matsumoto  handles a range of contentious and non-contentious employment mandates, primarily for domestic clients but it also has experience assisting international clients with Japanese law. Chisako Takaya specialises in labour and employment, notably litigation, cross-border transactions, M&A and general corporate matters. He co-leads the team with Taichi Arai, whose expertise covers Japanese labour disputes, as well as international labour matters, including dispute resolution assistance to foreign-affiliated firms in Japan; and Yoshikazu Abe, who has experience in employee dismissal, overtime allowance, work-environment harassment issues, personnel reduction and labour union issues.

Private wealth: Independent local firms Tier 1

Specialising in tax planning, Mori Hamada & Matsumoto has particular expertise in the areas of M&A, corporate reorganisations and cross-border transactions, as well as providing a wealth management practice that assists high-net-worth individuals with estate planning. In addition, the practice is also known for its litigation work and tax advisory services. Notable in this area is Atsushi Oishi, who has experience in tax, estate planning, and M&A transactions, in relation to wealthy individuals and family-owned companies. He co-leads the team with Makoto Sakai, who focuses on private wealth management, tax, and M&A, handling domestic and cross-border private wealth management matters from both a corporate and tax planning perspective; he is also experienced in tax investigations and tax litigation for high-net-worth individuals.

Projects and energy: Independent local firms Tier 1

Mori Hamada & Matsumoto combines advisory, litigation, and M&A specialisms to cover a range of projects and energy law advice. The firm is known for its international presence and has notable experience in PFI/PPP transactions, international project financing, and representing sponsors, lenders, and other stakeholders in the energy sector. The team is co-led by Masanori Sato, who has particular expertise in infrastructure projects; Takahiro Kobayashi, who advises on a broad range of energy-related transactions; Takeshi Mukawa, who specialises in international matters related to infrastructure and public-private partnership, energy, environment, and climate change; energy and cross-border expert Naoki Ishikawa; and Shigeki Okatani, who has experience in the offshore wind market in Japan. Also notable in the area are Yusuke Suehiro and Yusuke Murakami.

Practice head(s):

Masanori Sato; Takahiro Kobayashi; Takeshi Mukawa; Naoki Ishikawa; Shigeki Okatani

Other key lawyers:

Key clients

Mizuho Bank, Ltd.

MUFG Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Development Bank of Japan

SB Energy Corp.

Aquila Capital Investment GmbH

JERA Co., Inc.

Kyudenko Corporation

Resona Bank, Limited

Shinsei Bank, Limited

Sumitomo Mitsui Trust Bank, Limited

Thai Solar Energy Public Company Limited

Banpu Power Public Company Limited

Real estate and construction: Independent local firms Tier 1

Mori Hamada & Matsumoto provides a private real estate and development group, as well as an experienced J-REIT team. The practice is active in outbound transactions, particularly to the US, and specialises in data centre projects, logistics, and hotels. Masanori Sato has expertise in the fields of banking, real estate, and infrastructure/PPP, as well as Japanese economic infrastructure concessions and infrastructure funds. He co-leads the practice with Eriko Ozawa, who focuses on private real estate funds, investments, and real estate financing.

Practice head(s):

Masanori Sato; Eriko Ozawa

Key clients

Diamond Realty Management Inc.

Mizuho Securities Co., Ltd. and Mizuho Bank, Ltd.

Sumitomo Mitsui Trust Bank, Limited

Aozora Bank Limited

Goldman Sachs Asset Management Co., Ltd.

PGIM Real Estate Finance

Google Inc.

Mori Hills REIT Investment Corporation

Daiwa House REIT Investment Corporation

Government Pension Investment Fund

Mitsubishi Corporation

Baring Private Equity Asia

UBS Asset Management

Restructuring and insolvency: Independent local firms Tier 1

Specialising in out-of-court workouts and cross-border insolvency cases, Mori Hamada & Matsumoto acts for debtors and creditors, as well as financial advisers, from a variety of jurisdictions, in a range of Japanese bankruptcies and reorganisations. The firm has practitioners with experience serving as trustees and administrators in bankruptcy proceedings. The practice also works for foreign-appointed bankruptcy trustees and liquidators acting in Japan, as well as for Japanese trustees overseas. The team is co-led by Soichiro Fujiwara, who specialises in restructuring, litigation and M&A; Ryota Yamasaki, who has expertise in out-of-court restructurings and court-supervised restructurings and bankruptcy proceedings; Airo Inoue, who is known for M&A of distressed companies; and bankruptcy and dispute resolution expert Atsunori Nobukuni.

Practice head(s):

Soichiro Fujiwara; Ryota Yamasaki; Airo Inoue; Atsunori Nobukuni

Key clients

Japan ICOM K.K.

Regional Economy Vitalization Corporation

Fortress Investment Group (Japan) GK

Seven Seas Advisors Inc.

Lone Star Japan Acquisitions, L.L.C.

Hudson Japan K.K.

Mercuria Investment Co., Ltd.

KPMG FAS Co., Ltd

Tax: Independent local firms Tier 1

Mori Hamada & Matsumoto focuses on tax planning for corporate and individual clients, as well as having experience in tax disputes. The firm is particularly strong in tax planning related to M&A, corporate reorganisations and cross-border transactions. In addition, the practice has expertise in wealth management, assisting high-net-worth individuals with estate planning. Litigation experience includes handling high-profile tax disputes between taxpayers and tax authorities in Japan and advising taxpayers at the initial stage of tax investigations. The practice also provides a Tax Advisory Service, staffed by lawyers, tax accountants, and certified public accountants. Atsushi Oishi acts in a range of tax-related cases, including tax investigations and filing appeals against tax authorities. He leads a team that includes Makoto Sakai, who is known for tax advice on domestic and cross-border M&A transactions and corporate reorganisations. Also notable is Hiroyuki Kurihara, who was promoted to partner in 2019 and has expertise in tax planning for cross-border M&As and complex tax disputes.

Practice head(s):

Atsushi Oishi

Other key lawyers:

Hiroyuki Kurihara; Makato Sakai

Key clients

Ministry of Finance

Hitachi, Ltd.

Crocs, Inc.

UACJ Corporation

Softbank Corporation

Randstad Holding nv

Sumitomo Electric Industries, Ltd.

GCA Savvian Corporation

Astellas Pharma Inc.

Baring Private Equity Asia

Johnson & Johnson

Intellectual property: Independent local firms Tier 2

Mori Hamada & Matsumoto is experienced advising international entities in data protection and copyright issues. The firm has particular expertise in the pharma and IT sectors, as well as providing strong litigation and trademark prosecution practices. The practice is co-led by Yutaka Miyoshi, who handles disputes, including patent, copyright, and trade secret litigation, as well as IP-related technology transactions; Yoshifumi Onodera, who focuses on domestic and international dispute resolution, arbitration and IP licensing matters; and Atsushi Okada, who specialises in IP infringement, IP transaction, and data protection.

Practice head(s):

Yutaka Miyoshi; Yoshifumi Onodera; Atsushi Okada

Key clients

Pfizer Japan Inc.

Hospira Japan Co., Ltd. (currently Pfizer Japan, Inc.)

Mitsuba Corporation

Koei Techmo

Shiseido Company, Limited

 

Risk management and investigations: Independent local firms Tier 2

Mori Hamada & Matsumoto acts as counsel to companies and directors, as well as investigator of internal or independent investigations, domestically and internationally. The firm’s expertise includes unfair competition, insider trading, accounting irregularity, bribery and corruption cases. Co-leading the team are Yoichi Okuda, who focuses on corporate governance and dispute resolution, particularly white collar crimes issues; Yasuhiko Fujitsu, who specialises in capital markets related matters; and Hideaki Umetsu, who has notable experience in cross-border risk management and investigation for overseas subsidiaries of Japanese companies.

Practice head(s):

Yoichi Okuda; Yasuhiko Fujitsu; Hideaki Umetsu

The firm

Mori Hamada & Matsumoto (MHM) is one of the largest full-service Japan headquartered law firms. A significant proportion of the firm’s work is international in nature, representing clients in cross-border transactions, litigation and other dispute resolution proceedings.

The firm has more than 550 lawyers and 540 support staff (including a patent attorney, licensed tax accountants, advisors, legal assistants, translators and secretaries). The firm’s senior lawyers include a number of highly respected practitioners and leaders from the Japanese and international legal community, including a former secretary general of the Inter-Pacific Bar Association, prominent law professors at the University of Tokyo and previous Prosecutor-Generals of the Public Prosecutors Office.

The firm also has experienced lawyers qualified from non-Japanese jurisdictions, such as the US, England and Wales, the People’s Republic of China, the Philippines, India, Indonesia, Malaysia, Singapore, Myanmar and Thailand.

MHM has a strong presence in Asia with offices in Beijing, Shanghai, Singapore, Yangon, Bangkok (Chandler MHM) and Ho Chi Minh City. MHM also has domestic offices in Fukuoka, Osaka and Nagoya.

Areas of practice

The firm is highly recognised by both clients and legal professionals in the following practice areas: mergers and acquisitions, joint ventures, finance, international capital markets (including JREITS), fintech, insurance, asset management, loans and securitisations, private equity, insolvency/restructuring, dispute resolution, intellectual property and antitrust and competition. Other core practice areas include tax and labour law.

Department Name Email Telephone
Corporate and commercial
Mergers and acquisitions
Capital markets
Structured finance
Banking
Asset management
Dispute resolution
Insolvency and restructuring
Intellectual property
Antitrust
Labour and employment
Tax, wealth management
Real estate
Criminal defence
China practice
Venture capital
Private equity funds
Projects, energy and infrastructure
Photo Name Position Profile
Mr Kenji Ito  photo Mr Kenji Ito
Mr Yusuke Murakami  photo Mr Yusuke Murakami
Mr Yoshifumi ONODERA  photo Mr Yoshifumi ONODERA
 Makoto Sakai photo Makoto Sakai
Mr Mugi Sekido  photo Mr Mugi Sekido
Mr Katsumasa Suzuki  photo Mr Katsumasa Suzuki
 Katsuyuki Tainaka photo Katsuyuki Tainaka
Ms Chisako Takaya  photo Ms Chisako Takaya
Number of lawyers : 555
Japanese
English
Mandarin
French
German
Korean
Vietnamese

Katsumasa Suzuki, Partner

Katsumasa Suzuki, Partner at Mori Hamada & Matsumoto, sits down with The Legal 500 to discuss his induction into The Legal 500's Hall of Fame and what he believes to be the biggest challenge for clients over the next 12 months

What has been your greatest achievement, in a professional and personal capability?

In a professional capacity, I am proud of my long-term contribution towards developing the No.1 capital markets team in Japan. I have advised clients on almost all “Equity Capital Markets Deal of the Year” transactions over many years, as well as on many first-ever transactions in the market such as the first rights offering, the first listing of Japanese Depositary Receipts by foreign private issuers, the first simultaneous IPO of a parent holding corporation and its subsidiaries, and the first public offering of non-voting preference stock by a listed corporation. I have continuously published many newsletters and articles on thought provoking topics to share my knowledge and expertise with our clients and the regulators. It has been an honour to lead discussions on how to achieve sound and sustainable growth of the Japanese capital markets. Through gaining experience of major and/or innovative deals and thought leadership, we have built firm relationships with blue-chip issuers, major investment banks, leading law firms and governmental authorities. Internally, to increase the competitiveness of the team, I have spent substantial time in team-building by attracting many young and excellent lawyers, frequently conducting one-on-one meetings with them and enhancing efficiency of our operation through active usage of technologies.

On a personal level, it is great to have a three-year-old girl, Sarah, and one-year-old boy, Kantaro, thanks to my wife. They have given me another meaning in my life.

What do you do differently from your peers in the industry?

In Japan, traditionally most business lawyers provide only “pure” legal advice. They know the law, precedent cases and academic discussions very well, but do not try to understand accounting, markets and other business matters. They may consider that these areas were outside of the lawyers’ role. I have felt this was wrong since I was a junior associate, because even though such lawyers may be appreciated by traditional legal departments of Japanese corporations, they cannot be invited to join in management discussions when important business decisions are being made or discussions with investment bankers when they are designing a new product or scheme. I have always dedicated a lot of time to understand business and financial matters and perhaps, I am the first Japanese lawyer to hold a Japanese securities analyst licence . Of course, I still provide legal advice to my clients, but my advice is based on not only legal knowledge, but also a deep understanding of accounting, markets and business so that my advice is clearly differentiated from many other lawyers and is of higher value to management teams.

Furthermore, business lawyers in Japan tend to focus on only one practice area. For example, the capital markets practice in Japan is dominated by several leading lawyers, but it is very rare to come across them in the area of M&A. However, I feel that both finance and investment are inseparable business activities. For example, a knowledge of both the dynamics of negotiations in M&A, and disclosure in capital markets is helpful when working in either practice area. If deal lawyers do not have enough experience in governmental investigations, litigation or arbitration, they will not be able to accurately analyse real legal risk. I spend almost one-third of my billable hours in each of equity capital markets, M&A, and corporate crisis matters and have been able to achieve a market leading reputation in all areas. This approach has enhanced the quality of my legal advice and allowed me to be able to adapt to changes in the business environment, which is very important in the highly volatile business world in which we are living.

Lastly, I always try to be innovative. Many deal lawyers focus on theoretical issues from unreasonably conservative views and do not develop skills to find practical solutions, which is what clients require. It is useful to point out risk but to provide clients with more value we need to analyse the real possibilities of what the impact is of such risk based on an understanding of laws, precedents, and regulatory views. More importantly, we remain committed to creating innovative solutions to meet our clients’ evolving needs. I have built a wide network which includes lawyers, investment banks, investment funds, CEOs and CFOs, academic scholars, and regulators in and outside of Japan by official and casual discussion with them, my active involvement in the International Bar Association and the secondment of team members to clients and regulators. Through such a network, my team and I are able to gain valuable information, enabling us to develop novel schemes and approaches which are firsts in the legal market.

What advice would you give to your younger self?

I am still young! So, I need to give advice to my current self here.
I believe that we lawyers should be logical, fair and passionate.

Logical thinking is the core competence of business lawyers. A client can easily obtain information on laws and regulations through the internet, but it is our job to apply the laws to the reality which our clients are facing and help them to find feasible, practicable and reasonable solutions so that they can achieve their business objectives. We can only do that if we understand the law and their business. We must support clients in making sound business decisions based on reliable logic.

Our advice should be always fair. Lawyers are sometimes led to conclusions which may not serve the best long term commercial objectives of their clients by focusing too much on technical legal arguments.However, if we look at the big picture of what we are seeking to achieve for our clients , we can reach a fair and well-balanced conclusion which will be appreciated by clients.

Passion is essential for all professionals. Without it, we cannot achieve any great goals nor be satisfied with what we have achieved in our business life.

Can you give me a practical example of how you helped a client add value to the business?

I am proud to have been recognized as the most innovative lawyer in Japanese capital markets. We should always innovate to find new ways to add value to a client’s business. For example, I created the first rights offering scheme in Japan in 2010. Before the first rights offering deal was completed, Japanese corporations were criticized by foreign investors for conducting large-sized equity finance by public offerings or third-party allotments which caused the equity stake held by investors to be diluted.
Introducing rights offerings to the market made it possible for investors to mitigate or avoid the dilutive effect caused by the issuance of new shares. I discussed this with the Financial Services Agency, Tokyo Stock Exchange and JASDEC and successfully changed the relevant rules and governmental interpretation. We therefore created a new alternative for equity finance. Many Japanese corporations were subsequently able to conduct large equity financings to support their growth by holding a rights offering thereby avoiding criticism from investors.

In the area of M&A, I advised a listed subsidiary of a leading international electrical goods manufacturer in its squeeze-out deal. The deal was very challenging due to a significant divergence of views on the purpose and pricing between the target subsidiary and the acquirer. I engaged in extensive discussions with the CEO and the CFO of the target subsidiary. After tough negotiations, the parties reached an agreement and the deal was successfully completed. Several years later, the CEO and the CFO of the target subsidiary became the CEO and the CFO of the parent company, contributing to the recovery of the financial results of the group.

Within your sector, what do you think will be the biggest challenge for clients over the next 12 months?

Clearly, the biggest challenge for clients now is the Covid-19 pandemic. The extensive limitations on face to face communication and commercial activity in general is causing serious damage to the financial performance of many corporations, and the rapid and sharp decline of stock prices. Management teams will have to deals with financial difficulties. As a result, they may need to consider lay-offs and substantial reorganizations. In worse case scenarios some business may face bankruptcy or insolvency proceedings. On the other hand, activist shareholders may increase pressure on managements by requesting the repurchase of shares or a change of directors. We have already provided many clients with advice relating to the Covid-19 situation and expect that clients’ needs will increase in the coming several months.

In the longer term, clients need to adapt to increasing technological change to ensure the success of their businesses and to the decline of traditional markets due to a progressively aging society. Clients need to improve labour productivity, which is not easy to enhance even with new technology given the long established business culture and customs.