Shearman & Sterling > Tokyo, Japan > Firm Profile

Shearman & Sterling
FUKOKU SEIMEI BUILDING, 5TH FLOOR
2-2-2 UCHISAIWAICHO CHIYODA-KU
TOKYO 100-0011
Japan

Japan > Capital markets: International firms and joint ventures Tier 1

Shearman & Sterling' capital markets practice is headed by Masahisa Ikeda  who leads the team in representing corporate issuers, financial institutions and government affiliated entities on the full range of capital markets matters. The firm offers expertise in SEC registered offerings, Rule 144A/Regulation S work, domestic and global IPOs by Japanese companies, disclosures, and compliance. The team advises extensively on US securities law and compliance matters relating to tender offers for Japanese companies, and has an enviable client list of blue chip corporations such as Danone, LINE Corporation, and Toyota Motor Corporation. Ikeda has over 30 years of experience, particularly in advising and representing Japanese industrial and financial clients with corporate governance-related advice. Another name of note is Toshiro Mochizuki , who focuses on advising issuers and underwriters on global offerings, disclosure, and other securities law issues.

Practice head(s):

Masahisa Ikeda

Other key lawyers:

Toshiro Mochizuki

Key clients

Advantest Corporation

Ant Capital Partners

Danone

LINE Corporation

Maeda Corporation

Mercuria Investment Co.

Open House Co., Ltd.

Sawai Pharmaceutical Co., Ltd.

Toyota Motor Corporation

Work highlights

  • Advised Toyota Motor Corporation in connection with its first U.S. dollar sustainability bond offering, consisting of $1.25 billion 0.681% senior notes due 2024, $1 billion 1.339% senior notes due 2026 and $500 million 2.362% senior notes due 2031.
  • Advising Maeda Corporation., a Japan-based construction company, on its adoption of holding company structure through a share transfer.
  • Advising Danone on its block trade of shares of common stock, sold pursuant to Regulation S and Section 4(1½).

Japan > Corporate and M&A: International firms and joint ventures Tier 1

Led by Karl Pires, Shearman & Sterling’s Japan M&A team undertake complex, global deals, including outbound investments, foreign direct investments, joint ventures, public and private acquisitions and divestitures. The team has demonstrable strength in the energy, TMT, manufacturing, and financial sectors, and coordinates with the firm’s regional offices as one integrated team to provide complex structuring, financing, and regulatory advice. Pires maintains strong relationships with the firm’s key clients, and focuses on advising both Japanese clients on transactions outside of Japan, and multinationals with transactions in Japan in the energy and industrial industries. Masahisa Ikeda and Toshiro Mochizuki from the firm’s capital markets team work with the corporate practice.

Practice head(s):

Karl Pires

Other key lawyers:

Masahisa Ikeda; Toshiro Mochizuki

Testimonials

‘This firm has good lawyers on each M&A deals and securities transactions both in US and Japan.’

Key clients

Ant Capital Partners

Celanese Corporation

Development Bank of Japan

Hulic

LINE Corporation

ListenField

Nippon Telegraph and Telephone Corporation

Osaka Gas

Tokuyama Corporation

Work highlights

  • Advised Japanese telecoms giant Nippon Telegraph and Telephone Corporation (NTT) in connection with a take-private transaction of its wireless carrier unit NTT Docomo, Japan’s largest mobile phone operator, for JPY4.25 trillion ($40 billion).
  • Advising Ant Capital Partners Co., Ltd., the Japan-based private equity and venture capital firm, on its potential business combination with Softbrain Co., Ltd., the Japan-based software developer, through a tender offer.
  • Advised Celanese on its definitive agreement to sell its 45 percent equity interest in the Polyplastics joint venture to Daicel Corporation for $1.575 billion.

Japan > Projects and energy: International firms and joint ventures Tier 2

Etienne Gelencsér leads Shearman & Sterling’s project development and finance group which continues to build on its LNG offering. Acting for a Japanese blue-chip client base, the team advises both banks, sponsors and utilities in high-profile and complicated international project financings, with recent mandates heavily in the wind sector. Gelencsér has a strong project financing practice, and M&A partner Karl Pires has significant expertise in energy-related strategic acquisitions and investments.

Practice head(s):

Etienne Gelencsér

Other key lawyers:

Testimonials

‘The team handles plenty of deals and regulatory matters for Japanese clients, inter alia financial institutions. Not to mention, they are professional and knowledgeable about U.S. laws and regulations, but I would like to emphasize they know so well how to communicate their such knowledge to Japanese clients.’

‘Etienne Gelencser is highly capable. He is always responsive, responsible and insightful. When we need NY law advice, we would first contact Etienne.’

‘Communication between the team (arbitration team-finance team ) are quite smooth, and the team can provide the overall strategy including the engagement with third parties.’

‘Mr. Etienne understands what key lenders especially for ECA will look into- and can provide the input in accordance with the character of such ECA. ’

Key clients

Canada Pension Plan Investment Board

Development Bank of Japan, Inc.

Itochu Corporation

JBIC

JERA

Marubeni

Mitsui

Mizuho

MUFG

Nippon Export and Investment Insurance

Osaka Gas

Sumitomo

TEPCO Renewables

Work highlights

  • Advising Canada Pension Plan Investment Board on the acquisition of Pattern Energy Group Inc. in an all-cash transaction for $26.75 per share, implying an enterprise value of approximately $6.1 billion, including net debt.

Japan > Antitrust and competition: International firms and joint ventures Tier 3

Shearman & Sterling’s antitrust and competition offering provides EU and US competition advice and services to Japanese corporate clients and financial institutions. The firm regularly works alongside US and Europe counterparts and is instructed in multi-jurisdictional cartel investigations, class action litigation, merger control matters, antitrust counselling, and compliance. Corporate and M&A expert Toshiro Mochizuki  co-leads the practice with Kana Morimura, who recently was promoted to partner. Head of the Tokyo office Masahisa Ikeda also contributes to the practice.

Practice head(s):

Masahisa Ikeda; Toshiro Mochizuki; Kana Morimura

Testimonials

‘Shearman has a good antitrust/competition law team in the US and Europe and has a good client base globally. They have a strong energy practice group and thus have a good experience of energy related competition law matters.’

Japan > Banking and finance: International firms and joint ventures Tier 4

Etienne Gelencsér leads on acquisition, project and structured finance matters for Shearman & Sterling, representing financial institutions and corporate clients. Notable clients include JBIC, Mizuho Corporate Bank, Development Bank of Japan, SMBC and Bank of Tokyo-Mitsubishi-UFJ.

The firm: Shearman & Sterling’s Tokyo office was established in 1997 and the office has a proven track record in successfully executing many complex, multi-jurisdictional, time-sensitive transactions for clients. The Japan practice consists of some of the country’s leading lawyers, who have been involved in some of Japan’s largest and most high-profile and complex transactions. The lawyers are qualified to practice US or English law, fluent in the Japanese language and have extensive experience with local legal and business practices – enabling the firm to effectively assist foreign clients in navigating the numerous legal, business and cultural complexities of doing business in Japan. It also has extensive experience advising Japanese clients on a diverse range of matters, including making outbound strategic investments, negotiating with foreign government authorities, and managing disclosures and other investor relations issues. The Tokyo office has advised on many of the largest M&A deals involving Japanese entities, including inbound and outbound deals and private equity transactions, and listed major Japanese blue-chip companies on the US and European stock exchanges. The firm has also launched some of the most significant global securities offerings and ground-breaking privatisations issued by corporations and Japanese government organisations; structured numerous offshore and onshore investment funds, including the first corporate restructuring fund in Japan; as well as advised on significant power (including nuclear and renewable), infrastructure and oil and gas projects.

Shearman & Sterling has represented many of the world’s leading corporations, financial institutions, emerging growth companies, state- owned enterprises, governments and governmental organisations for more than 146 years. It is committed to providing legal advice that is insightful and valuable to clients. The firm distinguishes itself by harnessing the intellectual strength and deep experience of its lawyers across its extensive global footprint. It has the capability to mobilise resources throughout its 23 offices worldwide to provide clients with professional legal advice and support. The firm’s lawyers are fluent in more than 60 languages and they practice Hong Kong, US, English, French, German, Italian, EU, OHADA and Saudi law, as well as Dubai International Financial Centre law and Abu Dhabi Global Market law. The firm is organised as a single, integrated partnership with approximately 850 attorneys in 23 offices located throughout Asia, the Americas, Europe and the Middle East. For more information, please visit Shearman & Sterling’s website at www.shearman.com.

Areas of practice: Shearman & Sterling’s main practice areas include: anti-corruption and Foreign Corrupt Practices Act (FCPA), antitrust, appellate litigation, capital markets, compensation, governance and ERISA, corporate governance, criminal law, regulation and enforcement, derivatives and structured products, emerging growth, environmental, European bank recovery and resolution, finance, financial institutions advisory and financial regulatory, financial institutions investigations and enforcement, financial restructuring and insolvency, intellectual property litigation, intellectual property transactions, international arbitration, international trade and investment, investment funds, Islamic finance, leveraged finance, litigation, mergers and acquisitions, privacy and data protection, private client, private equity and hedge funds, privatisation, pro bono, project development and finance, public international law, real estate, state controlled companies/sovereign wealth funds, structured finance, and tax.

DepartmentNameEmailTelephone
Antitrust and competition Masahisa Ikeda
Banking and finance Etienne Gelencsér
Investment funds Etienne Gelencsér
Capital markets Masahisa Ikeda
Capital markets Toshiro Mochizuki
Projects and energy Etienne Gelencsér
Projects and energy George Borovas
Corporate and M&A Karl Pires
Corporate and M&A Masahisa Ikeda
Private equity Karl Pires
Private equity Masahisa Ikeda
Dispute resolution Masahisa Ikeda
Nuclear George Borovas
PhotoNamePositionProfile
Mr Etienne Gelencsér photo Mr Etienne GelencsérPartner
Mr Masahisa Ikeda photo Mr Masahisa IkedaPartnerAsia Regional Managing PartnerHead of Tokyo Office
Mr Toshiro Mochizuki photo Mr Toshiro MochizukiPartner
Ms Kana Morimura photo Ms Kana MorimuraCounsel
Mr Karl J. Pires photo Mr Karl J. PiresPartner
Number of lawyers : 850 approx
In Tokyo : 15 approx
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