Firm Profile > TMI Associates > Tokyo, Japan

TMI Associates
23RD FLOOR, ROPPONGI HILLS, MORI TOWER
6-10-1 ROPPONGI, MINATO-KU
TOKYO 106-6123
Japan

Corporate and M&A: Independent local firms Tier 1

TMI Associates is known for technology-related M&A as well as acting for foreign and domestic private equity funds. The firm has particular experience in the IT and pharmaceutical industries, and can call on its finance, antitrust, and bankruptcy practices when needed. The team is also increasingly active in squeeze-out transactions, representing private equity funds and targets. Co-leading the practice are Masakazu Iwakura, known for M&A, corporate litigation, corporate tax, and entertainment law matters; Masami Hadama, whose specialities include corporate governance and M&A; and Tatsuhiro Takahara, who provides private equity funds with strategic and commercial legal advice on transactions. Also notable in the team is public takeovers specialist Takashi Toichi, who has significant experience in public and private M&A. In 2018 Yoshihiko Fuchibe left for Venture Lab Law Office and Kaori Seo moved in-house.

Practice head(s):

Masakazu Iwakura; Masami Hadama; Tatsuhiro Takahara

Other key lawyers:

Key clients

NTT Urban Development Corporation

Nichi-Iko Pharmaceutical Co., Ltd.

Kyowa Hakko Kirin Co., Ltd.

ARIAKE JAPAN Co., Ltd.

U-Shin Ltd.

Kaga Electronics Co., Ltd.

Asahi Industries Co., Ltd.

KYOCERA Corporation

DENSO Corporation

AIT Corporation

Intellectual property: Independent local firms Tier 1

TMI Associates advises on a range of IP prosecution, litigation and commercialisation matters, but has a particular focus on infringement disputes, invalidation trials, and licensing agreements. The firm acts for domestic and overseas clients, notably in mechanical, electrical and chemical industries. Managing partner Katsuro Tanaka leads the practice with Tomohiro Tohyama, who is known for handling both contentious and non-contentious IP mandates, particularly in the media, entertainment, and IT sectors. The team includes brand protection expert Mitsuko Miyagawa, who has expertise in trademark, design, copyright, unfair competition and trade secret, representing clients in infringement proceedings as well as IP-related business negotiations.

Practice head(s):

Katsuro Tanaka; Tomohiro Tohyama

Other key lawyers:

Key clients

RayVio Corp.

Labour and employment: Independent local firms Tier 1

Cross-border specialists TMI Associates has experience in labour and employment litigation, representing Japanese and multinational corporations and institutions. The firm acts in the spectrum of labour and employment-related issues, including employee contracts, termination of employment, M&A-related matters, and investigations into harassment. Co-leading the practice are Mie Fujimoto, who focuses on advising foreign clients across a range of industries, and litigation specialist Motoi Fujii, who represents clients in employment lawsuits and labour tribunals. Also notable in the team is Rie Taiko, who was promoted to partner in 2019, and Seiji Kurihara, who advises multinational companies on various labour and employment matters.

Practice head(s):

Mie Fujimoto; Motoi Fujii

Other key lawyers:

Testimonials

‘The team are very knowledgeable in terms of not only the laws of Japan, but a great understanding of the culture’

‘Provide prompt information when needed and make themselves available in the shortest time frame possible’

‘They conduct their business in a very professional manner and always have the companies’ best interest when they provide information’

‘Tomoko Narita and Naomi Kawada provide exceptional service’

TMT: Independent local firms Tier 1

TMI Associates provides a range of advice on IT-related business issues, particularly in relation to dispute resolution. The firm has overseas experience in IT and intellectual property rights, as well as expertise in the aerospace industries. The practice also has notable expertise in cybersecurity, IoT, and AI. Atsushi Igarashi leads the team and focuses on data protection, intellectual property, telecoms, and entertainment matters.

Practice head(s):

Atsushi Igarashi

Testimonials

‘High quality with speed’

‘Communicate well with clients’

‘They have more knowledge and experience than other firms’

‘Mihoko Shintani stands out’

Key clients

ARM Treasure Data Inc.

LINE Corporation

ANA HOLDINGS INC.

Airbus Ventures

SAKURA Internet Inc.

Space Port Japan Association

Antitrust and competition: Independent local firms Tier 2

Full-service firm TMI Associates provides practical knowledge of the JFTC, cross-border expertise and a business consulting practice. The team is co-led by Harumichi Uchida, who specialises in M&A, general corporate law, competition, and dispute resolution; Yohsuke Higuchi, who represents companies on international cartel matters and merger control regulations; Koichiro Hanamoto, who is known for for providing consultation services regarding competition laws and support for large-scale investigations; former JFTC investigator Daigo Fujii; and Kentaro Toda, who was promoted to partner in 2019. Yusuke Kashiwagi left to set up Koike & Kashiwagi Law Office in 2018.

Practice head(s):

Harumichi Uchida; Yohsuke Higuchi; Koichiro Hanamoto; Daigo Fujii; Kentaro Toda

Key clients

DENSO Corporation

Banking and finance: Independent local firms Tier 2

TMI Associates specialises in healthcare business and real estate securitisation, advising developers, and general construction companies on development projects and urban redevelopments. The firm’s finance division covers a range of areas, including structured finance, project finance, liquidation, REIT, banking, insurance, and trusts. Banking and capital markets expert Yoshiyasu Yamaguchi leads the practice and can call on Yoshikazu Noma, who is known for banking and finance regulatory as well as dispute resolutions; Mizuki Koshimoto focuses on renewable energy transactions and infrastructure funds. Also notable are Masaki Tsujioka and Hideaki Kurauchi, who were promoted to partner in 2019, and capital markets expert Takashi Yoneda, who joined from Nishimura & Asahi in 2018.

Practice head(s):

Yoshiyasu Yamaguchi

Key clients

LaSalle Investment Management

Aozora Bank Ltd.

Capital markets: Independent local firms Tier 2

Specialising in new technology and cross-border advice, TMI Associates acts in a range of finance matters including project finance, securitisation, liquidation, REIT, insurance, and trusts. The firm’s international network gives it expertise advising on investment matters related to private equity funds, as well as providing advice regarding the financing of construction and redevelopment projects. Banking and capital markets specialist Yoshiyasu Yamaguchi leads a practice that was strengthened by the 2018 arrival from Baker McKenzie (Gaikokuho Joint Enterprise) of Hitoshi Sumiya, who has particular experience in J-REIT securitisation, acting primarily for Japanese clients. Also notable is Hiroyoshi Kuromaru, who is known for expertise in the Financial Instruments and Exchange Act and the Companies Act.

Practice head(s):

Yoshiyasu Yamaguchi

Key clients

Daiwa Securities Co., Ltd.

Mitsubishi UFJ Morgan Stanley Securities Co.

Mizuho Securities Co., Ltd.

Nomura Securities Co., Ltd.

SMBC Nikko Securities Inc.

Sumitomo Mitsui Banking Corporation

Crédit Agricole Securities

JPMorgan Securities Japan Co., Ltd.

Tokai Tokyo Securities Co., Ltd.

Universal Entertainment Corporation

Solasia Pharma K.K.

Dispute resolution: Independent local firms Tier 2

Cross-border specialists TMI Associates provides clients with sector expertise, notably in antitrust and employment disputes. The firm is also unique in having three retired Supreme Court justices, Tokuji Izumi, Isao Imai and Chiharu Saiguchi, as well as four retired High Court judges, as attorneys. Ryosuke Ito leads a team that includes Mitsue Aizawa, whose areas of expertise are commercial litigation and unfair competition, and Keishiro Tashiro, who focuses on commercial litigation and pre-litigation counselling.

Investment funds: Independent local firms Tier 2

TMI Associates advises a range of funds, including venture capital funds, buyout funds, distressed funds, corporate reconstruction funds, and real estate funds. The firm's Tokyo-based practice has particular experience representing clients in venture capital funds investing in the IT and bio-related fields. In addition, the practice advises funds for investment in alternative energy sources and for infrastructure investment. Banking and capital markets expert Yoshiyasu Yamaguchi leads a team that includes Kiyomi Kikuchi, who has experience in a range of finance transactions and specialises in cross-border matters.

Practice head(s):

Yoshiyasu Yamaguchi

Other key lawyers:

Projects and energy: Independent local firms Tier 2

TMI Associates provides a range of services in financial matters, including corporate finance, structured finance, project finance, securitisation, REIT, and derivative transactions. The practice is also experienced in advising domestic and foreign companies on power plant projects, notably photovoltaic, wind, biomass, hydro and geothermal power; renewable energy is a particular specialty. Banking, finance and capital markets expert Yoshiyasu Yamaguchi leads the team that advises PPP and PFI projects, as well as assisting with urban redevelopment structuring projects.

Practice head(s):

Yoshiyasu Yamaguchi

Key clients

Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (JOIN)

Restructuring and insolvency: Independent local firms Tier 2

TMI Associates provides a range of expertise including in civil rehabilitation proceedings, bankruptcies, special liquidations and conducting due diligence regarding insolvent companies. The practice is co-led by Ryosuke Ito and Mitsue Aizawa, who is known for financial restructuring and insolvency matters, acting for secured and unsecured creditors. In a recent highlight, the team acted as procedure implementer for the Japanese Association of Turnaround Professionals in a specifically authorised ADR procedure of JPY16bn debt.

Practice head(s):

Ryosuke Ito; Mitsue Aizawa

Shipping: Independent local firms Tier 2

TMI Associates’ shipping practice covers domestic and cross-border matters, acting for ship owners, operators, trading houses, shipbuilders, P&I clubs, and hull insurers. The practice is known for shipping finance, providing a range of advice including the drafting or reviewing of contracts ancillary to financing transactions. In addition, the team acts in both dry-shipping and wet-shipping matters, as well as providing contentious expertise. The group advises on a range of disputes relating to shipbuilding, charter parties, bills of lading, cargo claims, casualties, and insurance claims, and is particularly strong in issues relating to oil, chemical, and LNG tankers. Practice head Jumpei Osada specialises in shipping finance, as well as providing experience in various contentious and non-contentious matters.

Tax: Independent local firms Tier 2

TMI Associates is experienced in fund-related mandates and cross-border advice. Notable members of the team are Hidehiro Utsumi, who is known for corporate and tax expertise, and Nobuaki Iwashina, who is a certified public tax accountant and specialises in corporate income tax and international tax matters.

Real estate and construction: Independent local firms Tier 3

Full-service firm TMI Associates acts on inbound and outbound matters, with particular experience in construction disputes and renewables projects. In addition, the practice provides expertise in transactional and regulatory work, as well as the niche area of crowdfunding for investors. Yoshiyasu Yamaguchi leads the team and specialises in banking, capital markets, structured finance, and securitisation. Also notable are Masaki Tsujioka and Hideaki Kurauchi, who were both promoted to partner in 2019.

Practice head(s):

Yoshiyasu Yamaguchi

Other key lawyers:

Key clients

Bit Realty, Inc.

Mullion Co., Ltd.

Bridge C Capital Inc.

Tosei Corporation

LaSalle Investment Management

Aozora Bank Ltd.

Firm Overview:

From its establishment thirty years ago, TMI Associates has grown from its original 11 members to become the second-largest law firm in Japan, with more than 540  attorneys and patent/trademark attorneys based in 14  offices. TMI has comprehensive transactional and dispute resolution capabilities, a distinctive regulatory focus and a renowned IP practice. In addition to the firm’s locations in Japan, TMI has offices in Cambodia, China, Myanmar, Singapore, Thailand, Vietnam, the UK and the US, as well as desks focused on Brazil, France, India, Indonesia, Kenya, Malaysia and the Philippines.

 

Main Areas of Practice:

Corporate and M&A:

TMI’s Corporate /M&A team regularly handles the most complex and high-stakes corporate and M&A transactions, including large-scale cross-border transactions, going-private transactions, private equity investments, venture capital investments, joint ventures, responding to activist shareholders and formulating takeover defenses. The firm is known for its development of innovative structures and approaches. Drawing on the strength of TMI’s IP practice area, the firm’s Corporate/M&A team is a market leader in IP-oriented industries, including not only the life science, pharmaceutical and IT industries but also the fast-growing fin-tech and health-IT sectors. TMI’s overseas presence enables the firm to support clients in M&A deals throughout the Asian region, and since the opening of the Silicon Valley office in 2014, TMI has become renowned as the leading Japanese law firm in the field of investment in start-ups, advising both domestic and international venture capital and corporate venture capital investors (CVCs).

Banking/Finance:

As financial markets and their regulations change rapidly and become more complex and globalized, so do the needs of clients. TMI provides cutting-edge solutions in areas such as asset financing for real estate transactions, and project financing for urban development, renewable energy and social infrastructure, in addition to more conventional financial services such as banking and capital markets, investment fund and asset management, derivatives and structured products, and leveraged financing. TMI’s core expertise also extends to providing advice on financial regulations and supporting clients both domestic and international who have become involved in investigations. Working closely with its international network, TMI is able to provide seamless services on cross-border matters to a full range of financial market participants. A highlight of the past year was TMI’s establishment of a FinTech Desk, becoming the first Japanese firm to do so.

IP/Media/Entertainment/Telecommunications & Technology:

TMI’s unique and unparalleled ability to form collaborative teams combining attorneys and patent and trademark attorneys has enabled the firm to become a leading law firm in Japan and worldwide in the practice areas surrounding IP, Media, Sports, Entertainment and Telecommunications & Technology. In this regard, TMI serves as the legal advisor for the Rugby World Cup 2019 as well as the Tokyo 2020 Olympic Games and Paralympic Games. TMI is also a pioneer in providing legal services concerning brands, trade secrets and content protection for many of the world’s best-known brand companies, international and domestic motion picture studios, television and music companies, major advertising agencies, newspaper companies, sports organizations, professional teams and Internet companies.

Dispute Resolution/Risk Management:

TMI is one of Japan’s leading litigation law firms, having handled hundreds of cases involving commercial litigation, intellectual property litigation, tax disputes, administrative disputes, and other types of matters worldwide. TMI is able to look at the nature of each case and form legal teams staffed with lawyers who are also qualified as specialists in related fields, including medical doctors, architects, accountants and patent attorneys with diverse technological backgrounds. To develop TMI’s litigation strategy, the firm draws on advice from TMI attorneys with distinguished backgrounds in public service, including former judges (including three retired Supreme Court Justices) and prosecutors (including a former Prosecutor General) to assimilate their viewpoints to the clients’ advantage. TMI lawyers also have significant experience in international arbitration cases before arbitral institutions including the ICC, LCIA, AAA, and JCAA, in the role of both counsel and arbitrator.

Risk Management:

TMI is highly regarded for its risk management practice, which includes advice on public relations and crisis management, corporate fraud and other investigations, advice on dealing with anti-social forces and the defense of white-collar criminal claims. TMI’s risk management team has an abundance of experience in dealing effectively with complex and sensitive matters for both domestic and international clients. TMI’s Risk Management team features experienced attorneys who formerly served at government agencies including the Public Prosecutor’s Office, the Japan Fair Trade Commission, the Financial Services Agency and the Tokyo Regional Taxation Bureau. Armed with such expertise and the enormous manpower of the firm, TMI is well-positioned to serve clients and help them to deal with any risk management issues they may be experiencing in the most effective and timely manner possible.

Antitrust/Competition:

TMI’s highly-experienced Antitrust/Competition team provides a wide range of services for clients, from advising on M&A transactions and counseling on business and operational compliance with Japan’s antimonopoly laws, through to providing support in response to large-scale investigations. Several of the team’s members have worked at the Japan Fair Trade Commission. Of particular note is TMI’s extensive experience in handling international antitrust and competition matters, including international cartel cases, both throughout the Asian region and on a global basis.

Recent matters include: (i) Representation of several major Japanese auto parts companies in cartel investigations, coordinating international counsel and implementing global strategies for the related investigations and follow-on litigation; (ii) Conducting successful defenses for several senior management members who were “carved out” or designated as “carve out” candidates by the U.S. DOJ in a cartel investigation; (iii) Representation of multiple companies in complex mergers, joint ventures and strategic alliances, and obtaining clearances in multiple jurisdictions; and (iv) Implementation of global compliance programs for multiple Japan-based listed companies.

International Trade and Investment:

TMI is well-prepared to assist its clients in planning for and dealing with trade issues such as tariffs, export control, direct inbound investment restrictions, and numerous border measures, making use of our abundant experience handling domestic and international trade issues. TMI has extensive experience in anti-dumping matters as counsel for both domestic companies facing investigations by foreign authorities and foreign companies facing investigations by Japanese authorities. TMI’s knowledge is current on emerging issues including the domestic customs laws and investigation processes under the TPP11, the EU-Japan FTA, Japan’s unique export control system, and other trade measures, such as anti-dumping and safeguards. The International Trade and Investment team works closely with the firm’s tax, antitrust, environmental, and dispute resolution teams to provide the best solutions in complex cases.

Labour and Employment:

TMI’s labour and employment attorneys provide practical, problem-solving legal advice to clients facing difficult and complex situations. TMI’s services cover the entire spectrum of labour and employment-related matters in Japan, including employment litigation, negotiation with labour unions, employment-related support for M&A deals and reorganizations, and investigations into harassment and other misconduct. The goal of TMI’s Labour and Employment Law team is to provide efficient and client-friendly solutions, creating breakthroughs in what seem to be the most intractable situations. The firm achieves this by drawing upon the extensive knowledge and experience developed by TMI’s attorneys, including former judges with specialized experience, in advising and representing leading Japanese and multinational corporations and institutions.

Tax Disputes and Investigations:

TMI’s tax team is primarily comprised of attorneys who have spent time working at the Tokyo Regional Taxation Bureau, attorneys qualified as tax accountants, certified public accountants, and attorneys and tax accountants who are former public prosecutors from the Special Investigations Department. In addition, a former Commissioner of the National Tax Agency and a former Head of the National Tax Agency serve as TMI advisors and enable the firm to tackle tax issues by taking the mindset of the tax authorities into consideration. TMI has a proven track record in handling tax investigations and tax disputes for its clients, including securing reductions in tax assessments worth several billions of yen in tax investigations relating to transfer pricing tax and inheritance tax and achieving success in lawsuits for the outright revocation of corporate tax assessments for amounts totaling more than several billion yen.

Energy:

TMI’s energy specialists have a wealth of experience in the field of energy, including solar, wind, biomass and hydroelectric power generation projects. TMI’s clients include major energy companies, finance providers, general construction firms, utility companies and other contractors. The firm provides a wide range of services on energy projects including inbound transactions implemented by US, European and Asian investors, secondary transactions by way of business transfers, share deals and corporate split transactions involving multi-national parties. TMI is also at the forefront in providing regulatory advice regarding the legal framework surrounding energy projects, including the recently amended Renewable Energy Act and other electricity and gas related laws and regulations. Further, the firm is experienced in due diligence work in relation to energy projects, such as review of steps to maintain the FIT ID and other permits and licenses, providing valuable advice for TMI’s domestic and overseas clients. TMI also has a significant track record in advising on bulk acquisition transactions and other unique transactions in the Japanese energy sector.

Life Sciences:

TMI has a leading Life Sciences practice that serves both established businesses and start-ups in the life sciences, pharmaceutical/medical device and medical care fields. The Life Sciences team draws upon its deep understanding of the industry in providing clients with comprehensive and practical legal advice on establishing new businesses, licensing, public offerings, M&A and litigation. For clients with pharmaceutical, medical device and healthcare products, TMI has extensive experience providing patent and trademark-related services. The Life Sciences team also provides these clients with practical advice based on laws and regulations including the Pharmaceutical and Medical Devices Law and the Anti-Monopoly Law in relation to the development, production, sale, distribution, promotion, advertising and pricing of pharmaceutical products, medical devices, cosmetics and health foods. In the medical care field, TMI provides practical advice based on the Medical Practitioners Act, Medical Service Act and other related laws for leading-edge technology such as regenerative medicine, remote medical care and medical-related information services. For biotechnology clients, TMI provides practical advice based on the laws, regulations and guidelines related to research and development on leading-edge technologies, including stem cell technology and biotechnology-based medicines and biosimilars.

Maritime/Shipping:

TMI’s Maritime Law team provides legal advice on all types of shipping and maritime matters, including shipping finance, dry-shipping (carriage of goods by sea) and wet-shipping (safety of ships and marine casualty). For non-contentious matters, TMI provides clients with necessary legal support for a range of traditional and non-traditional projects and has experience in helping clients properly register vessels with security through collaborations with local lawyers and registries. TMI also drafts and reviews contracts ancillary to financing transactions such as shipbuilding contracts and ship sale contracts. For contentious matters, TMI advises on a broad range of disputes relating to shipbuilding, charterparties, bills of lading, cargo claims, and casualty or insurance claims. TMI’s expertise is particularly strong in the areas of oil tankers, chemical tankers and LNG tankers, and the firm has experience advising shipowners, operators, trading houses, shipbuilders, P&I clubs and hull insurers.

 

 

 

Department Name Email Telephone
Antitrust and competition Masafumi Oshino
Antitrust and competition Koichiro Hanamoto
Banking and finance Yoshiyasu Yamaguchi
Banking and finance Hidenori Nakagawa
Capital markets Hiroyoshi Kuromaru
Capital markets Hidenori Nakagawa
Corporate and M&A Masakazu Iwakura
Corporate and M&A Masami Hadama
Corporate and M&A Tatsuhiro Takahara
Corporate and M&A Takashi Toichi
Corporate and M&A Takushi Saito
Dispute resolution Katsuro Tanaka
Dispute resolution Ryosuke Ito
Dispute resolution Satoru Nagasaka
Dispute resolution Hiroshi Nemoto
Dispute resolution Makoto Okada
Dispute resolution Tomoki Yanagisawa
Intellectual property Katsuro Tanaka
Intellectual property Hidetoshi Masunaga
Intellectual property Tomohiro Tohyama
Intellectual property Mitsuko Miyagawa
Labour and employment Eizo Matsuo
Labour and employment Mie Fujimoto
Labour and employment Motoi Fujii
Projects and energy Yoshiyasu Yamaguchi
Projects and energy Daiki Kouso
Projects and energy Koji Fukatsu
Real estate and construction Noriko Yao
Real estate and construction Haruo Narimoto
Real estate and construction Yu Tomita
Restructuring and insolvency Mitsue Aizawa
Restructuring and insolvency Shinichiro Yamamiya
Restructuring and insolvency Takahiko Takayama
Shipping Jumpei Osada
Structured finance/securitisation Yoshiyasu Yamaguchi
Structured finance/securitisation Hidenori Nakagawa
Structured finance/securitisation Haruo Narimoto
Tax Hidetoshi Masunaga
Tax Masami Hadama
Tax Hidehiro Utsumi
Tax Nobuaki Iwashina
TMT Masaya Hirano
TMT Tomoo Shibano
TMT Takashi Hatae
Photo Name Position Profile
Ms Mitsuko (Mimi) Miyagawa  photo Ms Mitsuko (Mimi) Miyagawa
 Hidehiro Utsumi photo Hidehiro Utsumi
Number of attorneys : 457
Number of patent/trademark attorneys : 84
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