Mori Hamada & Matsumoto > Tokyo, Japan > Firm Profile

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

Japan > Antitrust and competition: Independent local firms Tier 1

The Mori Hamada & Matsumoto team combines experience working at the Japanese Fair Trade Commission with expertise in antitrust law in the United States and EU. Key strengths include large-scale cross-border merger filings as well as global investigations for domestic and foreign clients. Kenji Ito  specialises in merger control, government investigations, private actions and antitrust counselling; he co-leads the practice with Hideki Utsunomiya , who handles complex mergers, government investigations and private actions. Another notable name in the area is Tomoya Fujita, who focuses on M&A and merger control and competition law, including domestic and cross-border merger filings.

Practice head(s):

Other key lawyers:

Tomoya Fujita ; Yusuke Takamiya

Testimonials

‘Unlike many of the antitrust teams in Japan, the MHM lawyers are very practical, straightforward, and unafraid to be aggressive when appropriate. I have worked with them on multiple matters and find that they are easy to deal with and responsive. Clients also get along well with them. ’

‘MHM are one of the top Japanese law firms. They have a specialist competition law department which is definitely at the top of its game’.

‘Kenji Ito is a true competition specialist. Very experienced and knowledgeable about the JFTC’s approach on competition matters. Also collaborative and great with international clients. Yusuke Takamiya is a junior partner specialised in competition law. We have worked with him on a number of matters and I have found him to be very responsive, user friendly and with a genuine expertise in competition law’.

Key clients

Hitachi, Ltd.

JXTG Holdings, Inc.

FamilyMart Co., Ltd.

Work highlights

  • Acted for Z Holdings Corporation (Yahoo! Japan) in an integration between Japan’s major digital platform operators, Yahoo Japan Corporation and Line Corporation.  led the entire process of merger review and managed in-depth investigation by the JFTC including complex econometric analyses and numerous substantive questions, negotiated the scope of remedies, and achieved satisfactory results for the client.
  • Acting for Hitachi, Ltd in designing the remedies and successfully obtained clearances acceptable to the parties, in relation to the sale of Hitachi’s diagnostic imaging device business to Fujifilm Holdings. Certain products supplied by the target business earn huge market shares globally and are essential for Fujifilm’s competitors, so authorities carefully reviewed the transaction.
  • Acted for Hitachi, Ltd on the integration of major Japanese autoparts makers to create a new global mega-supplier which triggered filings in numerous jurisdictions. Acted for  Hitachi, which became the parent of the integrated company, and its (former) subsidiary, Hitachi Automotive Systems, and led the entire process of merger filings in and out of Japan.

Japan > Banking and finance: Independent local firms Tier 1

Advising leading local and international financial institutions and investors, Mori Hamada & Matsumoto is active in corporate loans, structured finance, real estate finance, acquisition finance, mezzanine finance, and derivatives. The firm combines this broad experience with expertise advising syndicated loan lenders and on energy, infrastructure and project finance sector matters. Masanori Sato is a stand out figure in the field of banking, structured finance, capital markets, real estate and infrastructure. He leads the team that includes Hiroki Aoyama , who covers syndicated loans, LBOs, real estate finance, project finance, DIP finance and other banking transactions and transactional specialist Takahiro Kobayashi . Also notable are financing transaction experts Yusuke Suehiro and Kei Shirakawa.

Practice head(s):

Testimonials

‘Regarding Takahiro Kobayashi, he is very much capable to provide solutions on the issues that we are facing. He makes proactive actions and timely calls when the issues come up. He arranges proper team and internal resources based on our demand.’

‘Mori Hamada & Matsumoto(MHM) has an excellent reputation in banking and finance sector. The firm always provides professional services based on their high expertise. It continues to be cost-effective and good value for money.’

‘Masanori Sato has a very deep understanding of the law and business. He is also very responsive and never fails to meet deadlines.’

‘Hiroki Aoyama gives practical and actionable solutions.’

Key clients

The Japanese Bankers Association (JBA)

Japan Syndication and Loan-trading Association (JSLA)

MUFG Bank, Ltd.

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

Japan Bank for International Cooperation

Work highlights

  • Advised the Japanese Bankers Association (JBA) and Japan Syndication and Loan-trading Association (JSLA) in connection with post-LIBOR issues.
  • Advised KKR and Marelli on additional funding in response to COVID-19 after KKR’s acquisition of Calsonic Kansei Corporation and Marelli Corporation.
  • Acted as the lead legal counsel to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (MUMSS) in respect to the financing for Spiber Inc. (Spiber), a biotech venture company, through a value securitization scheme, which was arranged by MUMSS.

Japan > Capital markets: Independent local firms Tier 1

The full service practice of Mori Hamada & Matsumoto encompasses a range of advice to Japanese issuers’ listings on stock exchanges around the world, including in New York, Hong Kong and Singapore, as well as assistance to underwriter and issuer clients in compliance and regulatory issues. In addition to these core services, the firm provides strength in securitization, structured finance and derivatives, as well as accounting tax and business. Katsumasa Suzuki leads the capital markets team with Taro Omoto, while Akira Ehira heads up the structured finance and derivatives practice with Masanori Sato . Another key name in the area is Katsuyuki Tainaka, who has expertise in equity and debt transactions.

Practice head(s):

Katsumasa Suzuki; Taro Omoto; Akira Ehira; Masanori Sato

Other key lawyers:

Katsuyuki Tainaka; Sonoko Amano; Masayuki Ishibashi

Testimonials

‘MHM team has extensive expertise and know-how in Japanese equity finance market.’

‘I have been working with MHM for 4 and a half years since early 2017 for our company’s IPO in Dec. 2018 and PO in Sept. 2020. Our company uses MHM as a legal advisor in general and decided to use MHM for IPO and PO as a legal advisor for the domestic offering. They show very high performance as a legal advisor. Their quick response was very attractive in particular. Their attitude was very sincere, and I felt enthusiasm in achieving their jobs. ’

‘Katsuyuki Tainaka has a broad skill & expertise for legal matters and enough knowledge of our company as well as the telecommunications industry in Japan.

‘Sonoko Amano was mainly responsible for developing the Share purchase agreement, negotiating with counter legal advisors working for sec. firms. I like her quick and stable work.’

‘Mori Hamada & Matsumoto provide quick and accurate answers to professional questions from customers. In particular, I feel that the extensive knowledge of the capital market and the content of advice on practice are superior to those of other law firms.’

‘Masayuki Ishibashi, a lawyer, has a deep understanding of the law and provides customers with very easy-to-understand explanations. He gives quick and accurate advice on complex business issues. He is also familiar with the practice of the Japanese financial instruments market, so he has an appropriate sense of balance and can provide legal advice with peace of mind.’

‘Mori Hamada & Matsumoto Law firm has a lot of experience and achievements in the field of capital markets such as public offering of REITs, M&A, security tokens, etc., and is reliable compared to other law firms.’

Key clients

Shinsei Bank, Limited

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

J.P. Morgan Securities plc

Merrill Lynch International and Merrill Lynch & Co., Inc.

Morgan Stanley & Co. International Plc., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and Morgan Stanley MUFG Securities Co., Ltd.

UBS AG, London Branch

Daiwa Securities Co. Ltd.

Mizuho Securities Co., Ltd.,

Nomura Securities Co., Ltd.

SMBC Nikko Capital Markets Limited and SMBC Nikko Securities Inc.

Japan Bankers Association

MUFG Bank, Ltd.

Mizuho Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Bank, Limited

Mitsubishi UFJ Trust and Banking Corporation

Japan Bank for International Cooperation

Canadian Solar Infrastructure Fund, Inc.

Enex Infrastructure Investment Corporation

Takara Leben Infrastructure Fund

JAPAN POST HOLDINGS Co., Ltd.

SoftBank Group Corp.

Marubeni Corporation

Nippon Life Insurance Company

Recruit Holdings Co., Ltd.

Toyota Industries Corporation

Daiwa House REIT Investment Corporation

Mori Hills REIT Investment Corporation

PGIM Real Estate Finance, LLC

Work highlights

  • Advised Asahi Group Holdings, Ltd. as it conducted its first ever global offering of shares of common stock since 1989 and the second Euro bond offering since 2017.
  • Acted for SoftBank Corp. as issuer and SoftBank Group Corp. as selling shareholder in respect to the first follow-on global offering of the issuer. since its IPO in 2018.
  • Advised MUMSS on financing for biotech venture company Spiber Inc. through a “value securitisation” scheme arranged by MUMSS

Japan > Corporate and M&A: Independent local firms Tier 1

Advising blue-chip industrial companies, banks, financial institution and private equity funds, Mori Hamada & Matsumoto is known for complex, highly regulated transactions and cross-border deals; in relation to the latter the firm has offices in Beijing and Shanghai as well as continuing to expand across Asia. The practice’s experience cover a range of industry sectors but it’s particularly experienced in the tech and TMT market, as well as being increasingly active in healthcare deals. Hajime Tanahashi specialises in M&A and private equity, as well as corporate governance and venture financing; he co-leads the team with Gaku Ishiwata, who handles M&A, private equity and general corporate matters. They can call on a deep bench of experts including Takayuki Kihira, Tomohiro Tsuchiya, Atsushi Oishi and Akira Matsushita.

Other key lawyers:

Testimonials

‘Mori Hamada & Matsumoto is one of the most experienced law firm in Japan and is always up to speed with new regulation. The firm is really reliable and should be the first choice for clients.’

‘The lawyer, Mr. Akira Matsushita, was well experienced in dealing with public M&A. He knew legal matters and also knew how to navigate clients based on their preference and the latest regulatory trend.’

‘The deal that we conduct with the firm was the most large scale deal in Japan M&A history. The firm’s team provided advises for any aspects of M&A deal, not only for leagl matters also for strategic problem. ’

‘The individuals in the firm who worked with were familiar with our industry, telecommunication industry in Japan. ’

‘MHM’s collaboration is excellent. They always lead us in the right direction with their internal lawyers and outside lawyers in foreign firms outside Japan. ’

‘Mr. Matsushita has a deep understanding of our business needs,including the competitive environment and our future business growth plan. He provides practical advice as well as problem-solving proposals. We also like his communication style; he conveys his advice on difficult issues in a way that is easily understood regardless of the audience and their level of legal understanding.’

‘They have very useful knowledge and provide it to us. They also have excellent global network and be able to suit our demand such as cross-border reorganizing and other M&A cases.’

‘Akira Matsushita. He is very competent and has very good team management skill and also very collaborative for us, likely our company doctor. ’

Key clients

Softbank Group Corp.

Hitachi, Ltd.

Morgan Stanley MUFG Securities

Mitsubishi UFJ Financial Group

Nomura Securities Co., Ltd.

GCA Savvian

Z Holdings Corporation (the operator of Yahoo Japan)

Mitsubishi Motors Corporation

Innovation Network Corporation of Japan (INCJ)

Sumitomo Mitsui Trust Bank (SMTB)

Work highlights

  • Acted as lead counsel to Volvo Group in respect to its strategic alliance with Isuzu Motors within the commercial vehicles market, including Isuzu Motors’ acquisition of UD Trucks from the Volvo Group for an enterprise value of JPY 243 billion (approx. SEK 20 billion).
  • Advised Nippon Paint Holdings in its JPY1.28 trillion acquisition of various joint ventures across Asia and an Indonesian target company including issuance of new shares to finance part of the acquisition.
  • Advised NTT on the going private transaction of NTT Docomo through a tender offer, which was the largest M&A in 2020 in Japan and the largest tender offer ever conducted in Japan. Since NTT Docomo was a listed subsidiary of NTT, the transaction involved a conflict of interest issue, and was conducted in compliance with the Fair M&A Guidelines.

Japan > Dispute resolution: Independent local firms Tier 1

Full-service firm Mori Hamada & Matsumoto advises on a diverse range of disputes from corporate, bankruptcy and employment matters to tax and commercial issues. A specialism for the practice is cross-border litigation and international dispute resolution proceedings, where it benefits from the firms network of offices in Japan and Asia. As well as being known for its market leading court experience, the team is also active in alternative dispute resolution and arbitration proceedings. Kana Manabe co-leads the department with Mugi Sekido, whose expertise covers international litigation and arbitration; as well as representing clients in high-profile cases; Sekido has written and lectured on the field extensively. Other key names in the area include litigation specialist Koichiro Iida and American lawyer Daniel Allen, who is an international arbitration expert with experience in intellectual property litigation and jury trials in the US courts.

Practice head(s):

Other key lawyers:

Testimonials

‘Mori Hamada & Matsumoto’s legal advice is always timely, accurate and also business-oriented. Also, their advice is always practical from a real business standpoint. Some lawyers state unpractical black-letter law opinions without considering business elements at all but I have never met such attorneys from them.’

‘Mr. Mugi Sekido. With high level language skills, deep understanding and extensive experiences in handling US civil litigation for many Japanese clients, he conveys our messages to US attorneys quite accurately and “digest” their complicated legal languages into simplified terms for our easy understanding. He acts like a lubricant between Japan and the US in this case and we feel very lucky to have him who enables us to make quick and adequate decisions as a party. I admire his talent and believe no other attorney in Japan could perform the same as him in US litigation for Japanese clients.’

‘Our company retains Mori Hamada & Matsumoto for litigation proceedings in Germany, which involve complex technical issues. The team is excellent in clearly understanding technical inputs from our engineers, and also in understanding expectations of our company regarding the litigation and legal services there. We also highly appreciate the team’s capability to see the entire picture of the matter which includes the German court, a court-appointed expert, our local counsel and the opposing counsel, and to coordinate necessary works with our local counsel and other concerns’.

Key clients

SoftBank Corp. (mobile telecoms leader, formerly Vodafone)

Japan Post Co., Ltd.

Yamato Transport Co., Ltd

Hitachi, Ltd.

Toshiba Corporation

Daio Paper Corporation

BICCAMERA INC (Japan’s leading consumer electronics retailer)

Eksportfinans ASA (“Eksportfinans”) (Norwegian export finance institution)

Tokyo Boeki Materials, Ltd. (Japanese trading company)

Coincheck, Inc.

Work highlights

  • Represented Daio Paper Corporation after one of the company’s biggest shareholders brought a lawsuit against the directors of Daio Paper, alleging that the convertible bonds issued by the Company in September 2015 were favourable ones, which is against Japanese laws and regulations.
  • Represented Toshiba in defence of claims brought by former or current shareholders in tort alleging “improper” disclosure of financial information by Toshiba in past years.
  • Represent Coincheck, Inc. in relation to claims from a group of investors stemming from the theft of approximately JPY58 billion in cryptocurrency NEM stolen by a hacker in January 2018.

Japan > Fintech - Independent local firms Tier 1

The multidisciplinary fintech practice of Mori Hamada & Matsumoto leverages its expertise in technology, financial services regulatory law and intellectual property to advise a range of clients in the area, from traditional players to start-ups. The team is made up of practitioners with hands on experience in regulatory and governmental agencies, including the Financial Services Agency of Japan and the Bank of Japan. A particular area of strength is acting for payments and cryptocurrency clients. Masakazu Masujima focuses on payment services, crowdfunding and insurtech. He co-leads the team with Takane Hori, who handles IT and regulated transactions, with a forte in payment services, cryptocurrency business and banking business; and Atsushi Okada, whose strengths lie in information technology, intellectual property, data protection, cybersecurity and payment services. Another key name in the area is associate Kei Furuichi, who has expertise in financial regulations.

Other key lawyers:

Testimonials

‘The request is for the preparation of a legal opinion. Mori Hamada & Matsumoto is widely trusted by the public as a law firm. Since the purpose of a legal opinion is generally to ensure legality to a third party, having a strong brand of the firm is a great advantage. With a large number of attorneys in the firm, we have the advantage of being able to consolidate a wide range of issues at once.’

‘Mr Masafumi Masuda has a wealth of knowledge about the blockchain space. In addition, he has a generally high level of technical understanding, as he has prior science undergraduate studies and has knowledge in the computer field. He is also interested in the entertainment industry, including smart phone games. The above background makes him the most suitable person for our consultation area. In terms of his work, his strength is that he is able to provide not only legal advice but also effective advice from a business perspective.’

‘The team and in particular Masafumi Masuda has continued to handle many different matters for us ranging from those concerning mobile gaming applications to block-chain and crypto currency.’

‘Mr. Masafumi Masuda stands out, possess the ability to deal with complex and new legal issues (especially in gaming, blockchain and crypto currency fields) with good problem solving skills, good drafting and legal technical skills, and being quite attentive to detail in his work. He also possess very good interpersonal, written and oral communication skills. Moreover, his client service, commercial awareness and value for money is excellent.’

‘The firm is full of highly specialized lawyers in FinTech. Although it is a new market, not only legal knowledge but also practical knowledge for financial institutions is deep, so legal advice can be provided with peace of mind. I don’t think any other law firm has such a deep understanding of FinTech.’

‘Masayuki Ishibashi has a deep understanding of the law concerning crypto assets and gives a very easy-to-understand explanation to customers and gives quick and accurate advice on complex business issues.’

‘I think Mori Hamada & Matsumoto Law firm is more familiar than other law firms in the field of security tokens, such as organizing structures, extracting problems and proposing solutions, and overseas collaborations.’

Key clients

SBI SECURITIES Co. Ltd

Sumitomo Mitsui Trust Bank, Limited

GMO Internet, Inc.

NIUM

Coincheck

JustInCase, Inc.

AXEL MARK, INC.

Fivot

TIS Inc.

MEDIA DO Co., Ltd.

Work highlights

  • Advised on a security token offering (STO) project conducted by SBI SECURITIES Co. Ltd. (SBI), the largest securities companies in Japan focusing on online businesses. Acted as legal counsel to SBI that offered its corporate bonds through STO. This case was the first case in Japan where STO was conducted in the form of public offering (opposed to private placement) and not only institutional investors, but also individual investors participated in the offering.
  • Singapore-based fintech platform NIUM provides payment infrastructure for consumers, businesses, banks and other financial institutions. Advised NIUM on the business structure, supported the establishment of an internal control and governance system to execute business in Japan and the fund transfer business registration.
  • Advised JustInCase, one of the leading insurtech startups providing unique insurance products via smart phone. Following the COVID-19 pandemic, JustInCase planned the first in market product supporting SMEs and essential workers obtain an insurance cover at no cost, by financial assistance from DAIDO Life. This structure was believed to be impossible under the Insurance Business Act, but MHM worked closely with JustInCase and persuaded the FSA why this structure is legal.

Japan > Intellectual property: Independent local firms Tier 1

Considered as one of Japan’s leading firms for IP litigation, Mori Hamada & Matsumoto’s IP team has significant experience in handling infringement cases involving patents, designs, trademark and copyright in invalidation trials, appeals, and interventions. With both an international and Japan based litigation practice, it has expertise in the globalisation of corporate business and IP disputes within the technology and life sciences sectors. The transaction practice represents clients in joint research, development, and technology transfer agreements. In addition, the firm also offers IP management; it advises on control systems and internal policies/procedures for both start-ups and large corporations. The team is co-led by Yutaka Miyoshi  – a disputes expert across all types of IP and in related technology transactions; and Yoshifumi Onodera , who is also an expert in dispute resolution as well as arbitration and licensing with a biology and chemistry background. Atsushi Okada  is also a name of note.

Practice head(s):

Yutaka Miyoshi; Yoshifumi Onodera

Other key lawyers:

Atsushi Okada

Testimonials

‘The IP team in MHM contains experienced lawyers. The interesting uniqueness is their junior lawyers. They are very positive and self-motivated. They come with their own ideas to partners without any barriers and they also take the lead. This helps MHM providing quick and clear communication and services to clients and their advice is always well discussed internally.’

‘I work with Atsushi Okada very often for IP matters as he has deep knowledge especially in the Life Sciences area. He is always responsive and he delivers good communication and idea to our clients. Our lawyers and our clients are happy with his experiences and support. There is an associate from their IP team who is based in our Munich office as a secondee at the moment. His name is Hideaki Kuwahara who is also a great lawyer. He is very detailed when he works on matters, very reliable and very considerate. He is always positive and motivated.’

Key clients

Pfizer Japan Inc.

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

Mitsuba Corporation

Koei Techmo

Shiseido Company, Limited

Yayoi Kusama Foundation and Ms. Yayoi Kusama (one of the world’s most famous artists)

JAPAN FOOTBALL ASSOCIATION

Work highlights

  • Advising Shiseido Company, Limited in various, significant IP related legal matters.
  • Advising iconic Japanese artist Yayoi Kusama and her foundation to protect copyrights and any of intellectual property rights of her works and name.
  • Acting for Japan Football Association in various legal services which includes filing trademark applications for logos for national teams and consultation services in various jurisdictions.

Japan > Investment funds: Independent local firms Tier 1

Mori Hamada & Matsumoto is known for advising on public offerings and private placements of investment funds in Japanese and non-Japanese jurisdictions such as Cayman Islands, Ireland and Luxembourg. The firm specialises in assisting new non-Japanese funds that are publicly offered in Japan, including the provision of after care services. The firm was also selected to assist the Japan Securities Dealers Association and the Financial services Agency of Japan in reviewing the rules concerning foreign securities transactions. Investment fund and asset management specialists Yasuzo Takeno and Ken Miura lead the team and can call on the expertise of Nobuharu Onishi, who advises an international client base, with a particular focus on the US, EU, Hong Kong and the Cayman Islands.

Practice head(s):

Other key lawyers:

Testimonials

‘The team knows its subjects in and out and is always available for questions’

‘I have had the privilege to work with Yasuzo Takeno, Ken Miura and Nobuharu Onishi. They are very knowledgeable on registration of foreign funds in Japan.’

Work highlights

  • Advised a client on offering their own investment trust to the Japanese market, which was the first time for the client to do so.
  • Advised the client on establishing new mutual funds in the Cayman Islands and conduct a public offering of such new funds in Japan.
  • Advised the client on the launch of a fund adopting a fund of fund structure and its invested funds utilizing CTA strategies, macro strategies or volatility strategies.

Japan > Labour and employment: Independent local firms Tier 1

Mori Hamada & Matsumoto combines advisory, litigation and M&A specialist to advise across the spectrum of employment law matters. The firm’s comprehensive experience includes compliance with employment-related legislation, management of transitions and the migration of staff, terminations and benefits, employment policies, and trade union disputes and collective agreements. The employment litigation team covers all levels of the Japanese court system, as well as class actions and matters relating to the Labour Contract Act. Chisako Takaya focuses on labour and employment, litigation, cross border transactions, M&A and general corporate matters. He co-leads the practice with Taichi Arai , who handles disputes and international labour issues; and Yoshikazu Abe, whose forte is corporate human resources and labour matters. Another key name in the area is Fumiko Hama, who advises on employee dismissals, overtime allowances, work-environment harassment issues, and labour union issues.

Other key lawyers:

Testimonials

‘Mori Hamada & Matsumoto is one of the largest and strongest law firm that has many overseas branch in the world. My company is middle sized company, however they always treat us as their biggest client. Their sincere approach, which is “clients first” is always there and I can feel that they value their relationship with clients. Always listen and understand the situation for my diverse working environment.’

‘My corporate lawyer is Ms. Chisako Takaya, Ms. Rina Shimada is assisting Ms. Takaya regarding our corporate matters. Their strengths are absolute professionalism, through knowledge of labor law, and caring the customers. Also, their response is unbelievably quick, which is critical for the corporate operation.’

Key clients

Japan Post Co., Ltd.

Ministry of Economy, Trade and Industry

Work highlights

  • Advised Japan Post Co., Ltd. The plaintiffs, all of them are fixed-term hourly-paid employees and members of Japan Posit Industry Labour Union, allege that they should be entitled to receive several allowances which are paid for the employees without fixed-term because such differences are unreasonable.
  • Team members attend the working group that has been convened by the Ministry of Economy, Trade and Industry (METI) for the purposes of exploring Japan’s options for implementing new regulations in this area.

Japan > Private wealth: Independent local firms Tier 1

Combining tax, wealth management and litigation expertise, Mori Hamada & Matsumoto’s private wealth practice provides a full service to clients and is particularly strong in the areas of M&A, corporate reorganizations, and cross-border transactions, acting for high-net-worth individuals, families and private companies. The firm handles significant tax disputes between taxpayers and tax authorities in Japan, utilising its MHM Tax Advisory Service, which is staffed by lawyers, tax accountants, and certified public accountants. Atsushi Oishi focuses on tax, estate planning and M&A transactions for wealthy individuals and companies that are substantially owned by specific families. He co-leads the team with Makoto Sakai, whose expertise covers private wealth management, tax and M&A. Also notable in the area is Hiroshi Oyama.

Practice head(s):

Other key lawyers:

Testimonials

‘They have top level expertise in taxation and trust businesses. I also feel that they provide appropriate advice on cross-border matters, the latest schemes and other ambiguous matters where opinions have not yet been established.’

‘There is no other law firm that has a one-stop service with such a high level of knowledge in family governance and in-depth experience in trust law, corporate law, civil law, tax law and tax practice.’

‘The firm possess broad knowledge and provide excellent opinions on taxes and trust businesses in the areas of family governance and wealth management.’

‘Mori Hamada & Matsumoto is outstanding in the market compared to other law firms, and they are always very reliable.’

‘Mr. Oishi is an expert on family governance. Compared to others, his expertise in structuring schemes utilizing taxation, trusts are outstanding. Also, Mr. Oishi has extensive experience in cross-border matters, which enables him to provide valuable opinions that cannot be obtained elsewhere. We always consult with Mr. Oishi on cross-border projects when valuable and important clients are involved.’

‘Mr. Oyama has worked for the national tax authority and have the ability to provide accurate advice in taxation. His opinions on taxation are always precise and we have high confidence in his opinions. In many cases where we have to structure trust schemes, we often get opinions from Mr. Oyama. His knowledge of trust business is very advanced as well.’

Japan > Projects and energy: Independent local firms Tier 1

Combining advisory, litigation and M&A specialists, the Mori Hamada & Matsumoto projects and energy practice handles the full spectrum of advice in the area, including Photovoltaic (PV), offshore wind and biomass. The firm represents sponsors, lenders and other stakeholders in major projects and project finance transactions, and is a go-to for PFI/PPP/infrastructure projects, with a particular focus on concessions for major economic infrastructure. Cross-border work is another core aspect of the practice, an example being advising Japanese entities doing business with foreign partners. The team is co-led by Masanori Sato, Takahiro Kobayashi , Takeshi Mukawa, Naoki Ishikawa and Shigeki Okatani; other key names include project finance specialist Yusuke Suehiro and senior associate Hironobu Noma, who has experience in energy related project finance transactions.

Other key lawyers:

Testimonials

‘This farm has a lot of experiences and knowledge of the Renewable Energy Industry (and the Finance regarding it). We have worked together with this firm in wind power projects and the advices by this firm have been very helpful and appropriate (in quality and timing). It assumes to be one of the merits of this firm that this firm has experiences of advising Japanese offshore wind power projects.’

‘Takahiro Kobayashi is a good leader of the Energy Sector of this firm and manages his team properly.’

Key clients

JERA Co., Inc.

Marubeni Corporation

Tokyo Gas Co., Ltd.

TEPCO (Tokyo Electric Power Company) Holdings, Inc., TEPCO Renewable Power, Inc.

Enex Asset Management Co., Ltd.

Mizuho Bank, Ltd.

MUFG Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Development Bank of Japan Kyudenko Corporation

Shinsei Bank, Limited

Work highlights

  • Advised TEPCO Renewable Power, Inc., and TEPCO Holdings, Inc. on the acquisition of a stake in one of the most advanced floating offshore wind projects in the world.
  • Advised a consortium led by a subsidiary of Marubeni Corporation on a concession project of four hydro power plants owned by Tottori Prefecture.
  • Advised The 77 bank, Ltd. on project finance in relation to the development of a 42MW onshore windfirm.

Japan > Real estate and construction: Independent local firms Tier 1

The real estate investment and financing practice of Mori Hamada & Matsumoto provides broad coverage in the area, from traditional acquisition and leasing transactions to complex fund structures involving special purpose vehicles or trusts, as well as investment structures for overseas properties. Notable specialisms include assisting private real estate funds with fund formation and property acquisition; advising on real estate development, acquisition, leasing and divestment; J-REITS; and fund formation and investments for US and ASEAN properties. A stand-out highlight for the firm was being appointed by the world’s largest pension fund, the Japanese Government Pension Investment Fund (GPIF), as legal adviser for alternative investments consisting of real estate, private equity and infrastructure investments. Eriko Ozawa  leads the team and focuses on private real estate funds and real estate financing. A key name in her team is Masanori Sato, who handles inward and outward investments in real estate and energy projects.

Practice head(s):

Other key lawyers:

Key clients

Sumitomo Mitsui Trust Bank, Limited

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

Diamond Realty Management Inc.

Mitsubishi Corporation

Goldman Sachs Asset Management Co., Ltd.

PGIM Real Estate Finance

Google Inc.

Government Pension Investment Fund

Daiwa House Industry Co., Ltd.

Baring Private Equity Asia

Work highlights

  • Advised Daiwa House on formation of an open-end fund for logistics facilities in Japan.
  • Advised GIC on establishment of a joint venture between Equinix and GIC for a hyper-scale data center business in Japan.
  • Advised Mori Hills REIT on the domestic offering of the units and acquisition of a property.

Japan > Restructuring and insolvency: Independent local firms Tier 1

Acting on behalf of debtors, creditors and financial advisers, Mori Hamada & Matsumoto provides expertise across the spectrum of Japanese bankruptcy and reorganization proceedings. Members of the team serve as trustees and administrators in bankruptcy proceedings, and the firm’s insolvency practice also acts in out-of-court workouts and pre-packaged reorganizations. Particular strengths include corporate restructuring, particularly out-of-court workouts, debt restructuring and DIP finance matters. Soichiro Fujiwara specialises in restructuring, litigation and M&A. He co-leads the department with Ryota Yamasaki, who has expertise in out-of-court restructurings and court-supervised restructurings and bankruptcy proceedings; Airo Inoue, whose experience covers M&A of distressed companies, and representing debtors and sponsors in restructurings; and disputes specialist Atsunori Nobukuni. Also active in the area is Dai Katagiri, who focuses on restructuring, litigation and corporate law.

Other key lawyers:

Testimonials

‘They gave us great support to set up scheme of DIP financing and reviewed documentation very quickly and accurately.’

Key clients

Cath Kidston Japan K.K.

UMC Electronics Co. Ltd.

K.K.GENDA

Work highlights

  • Acting as local counsel for Cath Kidston Japan K.K. in respect to its inevitable bankruptcy following the entering into administration in the UK of its UK-based global parent company.
  • Assisting a specialized electronics company listed on the Tokyo Stock Exchange with regard to its seeking financial support within the context of the ongoing restructuring of its governance structures and the challenging trading environment due to the COVID-19 pandemic.
  • Advising K.K. GENDA to request a debt waiver and to acquire the shares in financially distressed company SEGA Entertainment Co., Ltd.

Japan > Risk management and investigations: Independent local firms Tier 1

Known for ‘significant expertise and experience in the areas of crisis management and investigationMori Hamada & Matsumoto is ‘particularly strong in the crisis response and fraud fields that occurred in capital markets’. The firm acts as counsel to companies and directors and as investigator of internal and independent investigations, domestically and internationally, for cases related to unfair competition, insider trading, accounting irregularities, bribery and corruption. Yasuhiko Fujitsu is a ‘top-leading lawyer with an excellent reputation in the crisis management area’. He co-leads the practice with Hideaki Umetsu, who focuses on cross-border risk management and investigations for overseas subsidiaries of Japanese companies, including bribery, corruption and human rights abuses in developing countries; and Hiroshi Yamauchi, who specialises in external and internal investigations and criminal matter.

Other key lawyers:

Testimonials

‘MHM is a large law firm but when working with them, everything has a personal touch, like a small law firm. Their lawyers are very nice and we have always had a good experience with them. We’ve worked with them on large and small cases; internal investigations, litigations and government regulatory responses, etc. and they handle everything very professionally. For innovations; what I have experienced with them is virtual meetings technology, and webinars for education and information dissemination. ’

‘MHM lawyers are always nice and easy to work with. That is the highest praise I can give a lawyer. I have had a very good experience working with Hiroshi Yamauchi, a partner in MHM’s Tokyo office and Jiro Kiyama. ’

‘I retained them as corporate counsel for compliance investigation matters. The team consists of the leading partner together with other partners who have expertise in the various aspects required for individual cases, including the government relationship, criminal procedure and public relations. All lawyers are practical. It is always apparent that the lawyers consider what we ultimately need.’

‘Hiroshi Yamauchi is wonderful. We are very grateful for giving accurate advice with his abundant knowledge and experience.’

‘Mori Hamada & Matsumoto Law Office (MHM) is a leading law firm in Japan, and is particularly strong in the crisis response and fraud fields that occurred in capital markets.’

‘Mr. Yasushiko Fujitsu is a top-leading lawyer with excellent reputation in the crisis management area, and has earned tremendous trust from many of leading companies in Japan. In particular, in the field of accounting fraud and crisis in capital markets, such as investigation of world-famous fraud accounting cases, his credentials are outstanding based on his excellent expertise in Japanese Companies Act and Financial Instruments and Exchange Act (FIEA). He also has gained strong trustworthy relationship with financial regulators with feasible solutions. His personality is well-balanced, careful and discreet, and friendly.’

‘Hiroshi Yamauchi is a leading lawyer with an excellent reputation in the crisis management area, and has earned trustworthy relationships with many of leading companies in Japan. In particular, in the field of quality issue/fraud and ABAC matters, he successfully lead the cases such as major corporate scandals. He also provides useful articles in crisis management areas covering quality issue, ABAC, harassments, etc. His personality is open-minded, friendly, relatively conservative.’

‘Suguru Miyata is a leading lawyer with very good reputation in the crisis management area, and has earned trustworthy relationships with many of leading companies in Japan. In particular, in the field of accounting fraud, he always offers feasible solutions based on his background in experience as secondee to Securities Exchange and Surveillance Commission in Japan. His personality is well-balanced, discreet and friendly.’

Key clients

Japan Display Inc.

Toshiba Corporation

RIKEN VITAMIN CO., LTD.

KYB Corporation

Work highlights

  • Upon an ex-employee’s confession on accounting fraud, advised Japan Display Inc. (“JDI”) to establish the Special Investigation Committee. Following the initial investigation conducted by the committee, a third-party investigation committee was established to succeed investigative role on the fraud.
  • Assisted Toshiba IT-Services Corporation, a subsidiary of Toshiba Corporation (“Toshiba”), was involved in fictitious transactions over multiple years. As a result of Toshiba’s investigation, Toshiba wrote-down net sales of 21.5 billion yen and operating profit of 1.8 billion yen from its consolidated financial statements.
  • Advised Riken Vitamin Co., Ltd. when, during an accounting audit, Riken’s auditor found suspicious trades of shrimp, the amount of which significantly increased during the recent quarter. Riken established a first special investigation committee in July 2020 to investigate potential accounting fraud at its subsidiary in China.

Japan > Tax: Independent local firms Tier 1

The tax team at Mori Hamada & Matsumoto focuses primarily on disputes and tax planning for both corporate and individual clients. The practice offers strength in M&A and corporate reorganisations both in domestic and cross-border transactions. On the individual taxation side of the practice the firm has extensive experience with high- and ultra-high net-worth individuals related to estate planning and other tangential services. The team is co-led by a trio; the newly promoted partner Hiroyuki Kurihara alongside Atsushi Oishi and Makoto Sakai. Oishi and Sakai handle a wide variety of tax-related transactional matters and investigations in the wealth management and M&A spheres. Another name of note is Hiroshi Oyama (recently promoted to partner) who also advises on tax planning and disputes.

Other key lawyers:

Testimonials

‘I work with Mori Hamada regularly on a wide variety of M&A matters. They are highly knowledgeable and also commercial in their approach.’

‘Hiroyuki Kurihara is an excellent partner in the MHM tax team. He is responsive and practical, and also on the forefront of market developments such as SPACs.’

Key clients

Ministry of Finance

Hitachi, Ltd.

Crocs, Inc.

UACJ Corporation

Softbank Group Corp.

Randstad Holding nv

Sumitomo Electric Industries, Ltd.

GCA Savvian Corporation

Astellas Pharma Inc.

Baring Private Equity Asia

Johnson & Johnson

Shiseido Company, Limited

J-STAR Co., Ltd.

Appier Group, Inc.

Work highlights

  • Advised A.D.Works corporation on a JPY 1 billion (equivalent to USD 9.4 million) consumption tax lawsuit, in which the Tokyo District Court overturned a precedent decision and rendered its own decision in favour of the client.
  • Advised on the strategic alliance between Volvo Group and Isuzu Motors. Advised Volvo Group on the tax aspects of the sale of the worldwide operations of UD Trucks Corporation (Volvo Group’s wholly owned Japanese subsidiary) to Isuzu Motors for JPY 243 billion (equivalent to USD 2.92 billion).
  • Advised Appier Group, Inc. on the intra-group restructuring transactions, including a “qualified stock distribution” under Japanese tax law, for its listing on the Tokyo Stock Exchange, with a deal value of over JPY 140 billion (equivalent to USD 1.3 billion).

Japan > TMT: Independent local firms Tier 2

Advising a diverse range of local and global clients in the TMT arena, Mori Hamada & Matsumoto combines litigation, transactional and regulatory expertise with broad industry knowledge, notably in the increasingly active digital healthcare space. The firm’s experience covers data protection, telecoms, AI, fintech, autonomous vehicles and drones, as well as the key area of data centre projects. Hiromi Hayashi and Koichiro Iida co-lead the team with Atsushi Okada , whose broad TMT practice includes a forte in data protection, cross-border personal data transfers and related compliance issues.

Firm overview: Mori Hamada & Matsumoto (MHM) is one of the largest full-service Tokyo headquartered international 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’s professionals: The firm has over 660 lawyers and 590 support staff (including patent attorneys, licensed tax accountants, legal assistants and translators). The firm’s senior lawyers include a number of highly respected practitioners and leaders from the Japanese and international legal community, including prominent law professors from the University of Tokyo, and a former Prosecutor-General from the Public Prosecutors Office.

The firm also has experienced lawyers qualified in the US, England and Wales, the People’s Republic of China, the Philippines, India, Malaysia, Singapore, Myanmar, Thailand, Vietnam and more.

Offices and Asia practice group: MHM has very strong full-service local law practices in Bangkok (Chandler MHM Limited) and Yangon (Myanmar Legal MHM Limited) and it is expanding its range of local law services in Ho Chi Minh City and Hanoi. The firm also has offices in Singapore (its ASEAN hub), Shanghai and Beijing. It has strong working relationships with leading firms throughout Asia (as well as in Europe and the Americas), which enables it to work for its clients as a single, integrated team.

MHM has expanded domestically by opening offices in Osaka, Nagoya, Fukuoka and Takamatsu.

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 J-REITS), 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.

DepartmentNameEmailTelephone
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
Number of lawyers : 676
Number of partners : 165
Japanese
English
Mandarin
French
German
Korean
Vietnamese
Bahasa (Malay and Indonesia)
Thai
Myanmar

  • Advising Nippon Telegraph and Telephone (NTT) in the take private transaction of NTT Docomo by NTT through a USD 40 billion tender offer, the largest-ever in Japan.
  • Advising Nippon Paint Holdings (Japan’s biggest paint maker) in the USD 12.2 billion business integration of Nippon Paint Holdings and Singapore-based Wuthelam Holdings.
  • Advising Hitachi in the take private transaction of Hitachi Metal by a consortium led by Bain Capital at an aggregate purchase price of USD 7.5 billion.
  • Advising truck maker AB Volvo in the strategic alliance of AB Volvo and Japan’s Isuzu Motor, which includes Isuzu buying Volvo’s UD Trucks.
  • Advising Bain Capital in the USD 1.4 billion takeover of Japanese medical services group Nichii Gakkan by Bain Capital.
  • Japan Post Holdings Co., Ltd., Japan Post Bank Co., Ltd., and Japan Post Insurance Co., Ltd. in their JPY1.43 trillion concurrent global initial public offerings and global follow-on offerings
  • SoftBank Corp in its JPY2.6 trillion global initial public offering and global follow-on offering
  • NTT Finance Corporation in its JPY1 trillion senior notes offering and USD7 billion senior notes and EUR2 billion senior notes offering
  • Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. in arranging “value securitisation” for Spiber Inc., a biotech venture company
  • The Japanese Bankers Association and Japan Syndication and Loan-trading Association in connection with the forthcoming permanent cessation of LIBOR.
  • Represents Toshiba Corporation in lawsuits brought by former or current shareholders in tort alleging “improper” disclosure of financial information in past years
  • Daiwa House in launching an open-end fund for logistics facilities in Japan
  • Represents GMO Internet, Inc. in its issuance of the first Japanese Yen-based stable coin
  • Kansai Electric Power Co., Inc. in its investigation by the third-party investigation committee
  • The Ministry of Finance of Japan in research project on the taxation of distributions and the tax deferral of an exchange of shares in foreign jurisdictions
  • Represents Japan Post in famous class-action types of litigation under the Employment Contract Act, which were filed with Sapporo, Tokyo, Osaka, Hiroshima, Kochi, Fukuoka and Nagasaki District Courts. Around 180 employees with fixed-term employment contract are plaintiffs
  • KOIKE Co., Ltd., the apparel and fashion goods import company, in restructuring through the civil rehabilitation proceedings
  • Represented Teijin Pharma in its purchase of a portfolio of four non-core type 2 diabetes products sold in Japan from Takeda Pharmaceutical Company Limited which closed on April 1, 2021
  • Provides total legal support to Japan External Trade Organization (JETRO)* with respect to its project assisting Japanese companies’ China business from China’s economic security/export controls perspectives
    * JETRO, established pursuant to JETRO Act, is a government-related organization that works to promote mutual trade and investment between Japan and the rest of the world.
  • Represents ENEOS Corporation in its acquisition of Japan Renewable Energy for JPY 200 billion from Goldman Sachs and Singaporean sovereign wealth fund, GIC
  • Launch of SUDACHI Small Amount and Short Term Insurance
  • Advises AEON Mall Co., Ltd. on its joint venture with Shwe Taung Group to develop and operate shopping malls in Myanmar. Announced by Aeon in August 2020. this is one of the largest real estate development projects in Myanmar
  • Yamato Kogyo Co., Ltd. in its sale of shares of Korean subsidiary to Daehan Steel Co., Ltd.

Mori Hamada & Matsumoto (MHM) have adopted an MHM Diversity & Inclusion Policy and make every effort to realize the dynamic society expressed in the Policy.

MHM received the “2018 Family Friendly Award” from the Daini Tokyo Bar Association for such initiatives that we offer to the firm’s members to take maternity, childcare and family care leaves, which we recommend all members to take proactively, and we also provide a variety of systems for shortened work hours that members may choose according to their individual preferences or situations such as when they are providing childcare or family care. In addition, we have introduced a mentoring system for associates to consult with senior attorneys about balancing childcare and work, and financial assistance for childminding services. These systems are being used all members of the firm regardless of gender.

We also have a SOGI study group within the firm that holds periodic meetings and carries out awareness campaigns during Pride Month, and many members of the firm have participated in the activities of the Lawyers for LGBT & Allies Network since its establishment, and we provide cooperation for its various projects.

In February 2019, we endorsed the viewpoint issued by the American Chamber of Commerce in Japan (ACCJ) supporting marriage equality in Japan. This endorsement was the first of its kind by a Japan-headquartered law firm and received media coverage.

The Financial Times published its 7th annual Asia Pacific Innovative Lawyers report on 7 August 2020, in which we were highly commended among shortlisted candidates in the “Responsible Law Firms” category. The report highlighted MHM’s initiative to support the ACCJ’s statement that marriage equality in Japan will have economic benefits for the country.

We were also shortlisted in the category of “Outstanding Pro Bono Programme – Regional” in Chambers Diversity & Inclusion Awards: Asia Pacific 2020 published by Chambers & Partners. Toru Ishiguro, Senior Advisor to the firm, and Yasuzo Takeno, Partner were also shortlisted in “Individual Lawyer of the Year” categories.

MHM actively participates in pro bono projects, including legal education projects and refugee assistance activities, mainly through team-based endeavors undertaken by our younger lawyers. Examples of these projects include:

  • In collaboration with one of our clients, a large global investment bank, a team of the firm’s younger lawyers gave a well-received legal lecture to junior-high-school and high-school students at a children’s home.
  • In collaboration with the Japan Association for Refugees, a team of the firm’s younger lawyers filed an application for refugee status on behalf of an applicant who has suffered persecution in Africa.
  • Some of the firm’s lawyers who are native speakers of English participated in a well-received English study camp for children of families with financial difficulties. On August 16, 2019, four of the firm’s lawyers participated in “Watashi no Mirai (My Future) Program,” an overnight program through which they provided law-related education to senior high school students in a children’s home.

Our international network combines substantive on the ground capability in ASEAN with long-standing working relationships with local and other international law firms. We offer broad local and international capability in Myanmar (Myanmar Legal MHM), Thailand (Chandler MHM) and Vietnam (MHM Vietnam). Our offices in Singapore, Shanghai and Beijing work closely with leading local counsel to provide a seamless service for our clients.

Our extensive network of lawyers across Asia Pacific work together on cross border transactions to provide an international standard of practicing law supported by decades of local experience.