The corporate M&A practice at Anderson Mori & Tomotsune has a diverse client base, which includes private equity funds, international financial institutions, pharmaceuticals companies and manufacturers. Alongside handling domestic corporate work for Japanese clients, the practice regularly advises on cross-border investments, corporate restructurings, joint ventures, and mergers and acquisitions. The team is jointly led by Hiroki Kodate and Keiko Kaneko, who are both highly experienced in assisting domestic and international clients in heavily regulated sectors. Support is provided by Ko Wakabayashi and Keita Tokura on corporate governance matters, general corporate work, and international transactions, as well as M&A dispute resolution.
Corporate and M&A: Independent local firms in Japan
Anderson Mori & Tomotsune
Praxisleiter:
Hiroki Kodate; Keiko Kaneko
Weitere Kernanwälte:
Ko Wakabayashi; Keita Tokura
Kernmandanten
Bain Capital, LLC
Sumitomo Mitsui Financial Group
KJR Management
DAIBIRU CORPORATION
Japan Industrial Partners, Inc.
Sumitomo Mitsui Finance and Leasing Company
Shinoken Group. Co.
Polaris Capital Group Co.
Aso Corporation
Chukyo Bank, Ltd
KITO CORPORATION
IBIDEN CO.
Hamamatsu Photonics K.K.
TOA Oil Co.
EDION Corporation
Tier IV, Inc.
KOKUYO Co.
Sumitomo Precision Products Co.
Highlight-Mandate
- Advised Japan Industrial Partners, Inc. in the structuring, negotiating and drafting of the relevant transaction documentations in its acquisition of 26% of the voting shares in Hitachi Construction Machinery Co. with Itochu Corporation.
- Acted as the lead counsel for SMFG in a deal which involved the client entering into a comprehensive capital and business alliance with SBI Holdings.
- Advised Polaris Capital Group Co. on acquiring the majority of shares in WELLOFF Group through share transfer from its founder.
Atsumi & Sakai
Clients of Atsumi & Sakai regularly consist of acquirers, shareholders, and investors, with the practice specialising in high-stakes cross-border transactions, as well as domestic mergers and acquisitions. Jointly headed by Akimoto Kawamura, Masayuki Matsuura, Wataru Kamihigashi, Takasuke Mizukami and Shintaro Hamasu, the team regularly acts in outbound deals, with recent work involving the firm’s overseas offices in Frankfurt and London. Of counsel Youngseop Song is particularly recommended for his work covering multiple jurisdictions, such as Korea, Japan and the US.
Praxisleiter:
Akimoto Kawamura; Masayuki Matsuura; Wataru Kamihigashi; Takasuke Mizukami; Shintaro Hamasu
Weitere Kernanwälte:
Youngseop Song
City-Yuwa Partners
The corporate team at City-Yuwa Partners, which clients compliment for its ‘valuable advice‘, is jointly headed up by Yukihiro Fujimoto and Akira Nagasaki, with the team advising clients on acquisitions and alliance agreements, as well as drafting and negotiating share purchase agreements. Noriko Higashizawa, described as ‘extremely responsive‘, is another key name alongside Hiroyasu Horimoto and Hirosato Nabika.
Praxisleiter:
Yukihiro Fujimoto; Akira Nagasaki
Weitere Kernanwälte:
Noriko Higashizawa; Hiroyasu Horimoto; Hirosato Nabika
Referenzen
‘They were very organized and developed a system to track and prioritize work activities that needed to be completed. They utilized skills and experience of different lawyers to complete the work efficiently and provide all deliverables done well, on time and within budget.’
‘The lead partner with whom I worked was Noriko Higashizawa. She was extremely responsive and working with her and her team was an enjoyable and collaborative experience.’
‘The team maintained a solid grip of the case throughout and gave us valuable advice, recognizing that we as a European company with no foothold in Japan were quite ignorant of Japanese laws.’
Kernmandanten
Usen-Next Holdings
AZ-COM MARUWA Holdings
PharmaLex AG
Hibiya-Nakata
Boutique M&A firm Hibiya-Nakata focuses on both inbound and outbound M&A transactions, with name partner, founder, and outbound specialist Nobuo Nakata leading the practice. The firm’s client base spans a diverse set of industries, including the banking, pharmaceuticals, technology, logistics and manufacturing sectors. Tatsuya Soeda, who clients describe as an ‘excellent lawyer‘ who ‘understands the entire deal process‘, is a recommended name for cross-border mergers and acquisitions, with particular expertise in emerging markets.
Praxisleiter:
Nobuo Nakata
Weitere Kernanwälte:
Tatsuya Soeda
Referenzen
‘This team has a small number of elite members who are able to respond quickly for client’s needs.’
‘Tatsuya Soeda is an excellent lawyer. He understands the entire deal process and is able to anticipate the process and provide appropriate advice to his clients.’
Kernmandanten
WAQ Inc.
Appirits Inc.
mahna mahna inc.
Yukon Capital Partners
Meiko Electronics Co.
JUKI CORPORATION
CrowdWorks, Inc.
TOHBU NETWORK CO.
YUSEN LOGISTICS CO.
OCiETe Inc
MARK’S Group Holdings
Toward Co.
Nippon Active Value Fund plc
Parker Corporation
SION Co.
Kojima Law Offices
Kojima Law Offices‘ M&A team, which also deals with joint ventures and corporate alliances, is headed up by the ‘eminent‘ Hiromasa Ogawa, who specialises in cross-border transactions. Key team members include Hirokazu Amemiya, who brings experience across multiple jurisdictions; Naoki Idei, who is recommended for his dispute resolution skills; the ‘commercially astute‘ Nozomi Watanabe, and US attorney Darcy Kishida, who is licensed in New York, DC, and Hawaii.
Praxisleiter:
Hiromasa Ogawa
Weitere Kernanwälte:
Hirokazu Amemiya; Naoki Idei; Nozomi Watanabe; Darcy Kishida
Referenzen
‘They have stood out by looking at issues from a business perspective, getting to understand our business and providing advice and direction based on our business goals.’
‘The Corporate and M&A team we work with at Kojima is very meticulous and thorough with the transaction as well as regulatory framework.’
‘The firm provides us speedy and realistic legal advice, and has worldwide connections with lawyers in other countries.’
Miura & Partners
Clients appreciate Miura & Partners‘s ability to offer advice ‘not only from a legal perspective, but also from tax, finance and business perspectives‘. Co-head of the practice Hisashi Shibata is the name to note for tender offer bids and services for non-public companies, while fellow co-head Haruka Murata, who is especially experienced in cross-border deals, is commended by clients for her ‘value-adding advice‘. Other names to note within the team include the ‘very dependable‘ Ryoichi Inoue, who regularly works with clients across Japan and Indonesia.
Praxisleiter:
Hisashi Shibata; Haruka Murata
Weitere Kernanwälte:
Ryoichi Inoue; Kentaro Minegishi
Referenzen
‘We received valuable advice not only from a legal perspective, but also from tax, finance and business perspectives from them.’
‘Ryoichi Inoue is a logical thinker and reads local laws and regulations on his own, which makes him very dependable in pointing out errors by local experts.’
‘Fast and appropriate advice based on a deep understanding of our business and strategy.’
Kernmandanten
SBI Holdings
Oisix ra daichi
Koshidaka Holdings
Highlight-Mandate
- Advised SBI Holdings on capital and business alliances with Sumitomo Mitsui Financial Group.
- Advised Oisix ra daichi on the partial acquisition of SHiDAX CORPORATION.
- Advised Koshidaka Holdings on issuance of the Moving Strike Warrant and Moving Strike Convertible Bond to Advantage Advisors.
Mori Hamada & Matsumoto
Mori Hamada & Matsumoto’s corporate practice is lauded by clients for its ‘extremely high performers‘ and for being ‘reliable in difficult situations‘. Practice heads Hajime Tanahashi and Gaku Ishiwata have specialisms within private equity and venture financing, while the wider practice is able to assist clients with matters such as corporate restructurings, cross-border acquisitions, international mergers, joint ventures, squeeze-out transactions, and shareholder activism. The team, which also includes notable contacts Akira Matsushita and Atsushi Oishi, has a particular strength in the technology sector, as well as experience within the manufacturing, banking, financial services, pharmaceuticals and energy industries. Norihito Sato is commended for providing ‘thoughtful and practical solutions’ for clients.
Praxisleiter:
Hajime Tanahashi; Gaku Ishiwata
Weitere Kernanwälte:
Akira Matsushita; Atsushi Oishi; Norihito Sato; Yoshihiro Kojima; Masaaki Hirota
Referenzen
‘The firm expertly handled the negotiations with their knowledge, experience, and skill in crafting creative solutions to accommodate and satisfy the needs of all parties, while taking care to protect our interests.’
‘Strong ability to communicate with customers and team strength to respond to diverse customer needs.’
‘Norihito Sato has deep knowledge of the customer’s industry and a strong ability to communicate with customers.’
Kernmandanten
Softbank Group Corp.
Hitachi
Morgan Stanley MUFG Securities
Mitsubishi UFJ Financial Group
Nomura Securities Co.
Houlihan Lokey
Z Holdings Corporation
Mitsubishi Motors Corporation
UBS Asset Management AG
The Crosby Group
Highlight-Mandate
- Advised on the investment by Mizuho Financial Group in Rakuten Securities.
- Advised on KKR’s acquisition of Hitachi Transport System.
- Advised on the acquisition of one of the largest real estate asset managers in Japan, Mitsubishi Corp.-UBS Realty, by KKR from Mitsubishi and UBS Asset Management.
Nagashima Ohno & Tsunematsu
Nagashima Ohno & Tsunematsu‘s corporate and M&A group is especially known for its experience in handling high-value transactions for both domestic and international clients, in particular cross-border transaction work. The team offers a full service to clients in industries spanning the real estate, consumer goods, pharmaceuticals, electronics, telecoms, energy, and technology sectors, with recent work involving assisting a Japan-based international manufacturer with an acquisition spanning three jurisdictions. Hiroshi Mitoma and Yuko Tamai jointly lead the team, which also includes Tomohiko Iwasaki, Shuichi Nishimura, Takahiro Oishi and Wataru Matsumoto; Oishi and Matsumoto were promoted to the partnership in January 2023.
Praxisleiter:
Hiroshi Mitoma; Yuko Tamai
Weitere Kernanwälte:
Tomohiko Iwasaki; Shuichi Nishimura; Takahiro Oishi; Wataru Matsumoto
Kernmandanten
Toshiba Corporation
Panasonic Corporation
Sumitomo Mitsui Banking Corporation
Hitachi Construction Machinery Co.
Nitto Denko Corporation
Sumitomo Mitsui Finance and Leasing Co.
Bain Capital
Mitsubishi Corporation
The Carlyle Group
Unison Capital, Inc.
Mitsui Chemicals, Inc.
Shimizu Corporation
Renesas Electronics Corporation
Dentsu Group Inc.
Sumitomo Corporation
SoftBank Corp.
Isuzu Motors Limited
Mitsubishi Chemical Holdings Corporation
Toyota Motor Corporation
Sony Corporation
Nippon Telegraph and Telephone Corporation
NTT DATA Corporation
Ricoh Company, Ltd.
Tokyo Electric Power Company Holdings, Inc.
CVC Capital Partners
Advantage Partners
PAG Japan Limited
KKR
Highlight-Mandate
- Acted as lead counsel for the board of directors and the special committee of TOSHIBA CORPORATION on its acquisition by a consortium led by JIP.
- Acted as sole counsel to a consortium consisting of NTT Anode Energy Corporation and JERA Co., Inc., in its acquisition of Green Power Investment Corporation from Pattern Energy Group LP.
- Advised The Nagano Bank, Ltd. on its business integration with The Hachijuni Bank, Ltd. through a share exchange.
Nishimura & Asahi
The corporate department at Nishimura & Asahi is jointly led by Yoshinobu Fujimoto, who is known for his work on cross-border mergers and acquisitions, and Asa Shinkawa, who is the name to note for private equity matters. Other work the practice undertakes includes joint ventures, strategic planning, closing procedures, and business integrations. Hiroshi Uchima is adept at advising on large and complex transactions, while Yuji Shiga is particularly experienced in risk management and international transactions. Masaki Hosaka, Yo Ota and Yuki Oi are other key members of the team, with specialisms including advice within the industrial and financial sectors as well as proficiency in matters involving international private equity houses.
Praxisleiter:
Yoshinobu Fujimoto; Asa Shinkawa
Weitere Kernanwälte:
Hiroshi Uchima; Yuji Shiga; Masaki Hosaka; Yo Ota; Yuki Oi
Kernmandanten
NTT DoCoMo, Inc.
Seven & i Holdings Co.
NAVER Corporation
Showa Denko K.K.
ITOCHU Corporation
Takeda Pharmaceutical Co.
Bain Capital Private Equity
Mitsubishi Corporation
Toshiba Corporation
The Carlyle Group
Honda Motor Co.
Toyota Tsusho Corporation
Japan Display Inc.
Rakuten, Inc.
Mitsubishi UFJ Lease & Finance Co.
Kohlberg Kravis Roberts & Co.
Mitsubishi UFJ Financial Group, Inc.
Invesco Office J-REIT, Inc.
Hitachi Metals
SBI Holdings, Inc.
Goldman Sachs
Tokyo Kikai Seisakusho
H2O Retailing Corporation
Hitachi Transport System
ORIX Corporation
Kintetsu World Express, Inc.
JX Nippon Mining & Metals Corporation
Rakuten Securities Holdings, Inc.
Caisse de dépôt et placement du Québec
AT Group
Sumitomo Mitsui Banking Corporation
Kito Corporation
BPEA EQT Pte
Highlight-Mandate
- Advised Toshiba on a contemplated going-private transaction that is valued at approximately $14.4bn.
- Advised Hitachi Transport System on a tender offer for its common shares and consecutive squeeze-out transaction by HTSK Co., an entity owned by investment funds managed by KKR and acquisition by HTS of its treasury stock from Hitachi.
- Advised Bain Capital on its acquisition of Evident Corporation, a subsidiary of Olympus Corporation, for purposes of acquiring Olympus’ Scientific Solutions Business.
Oh-Ebashi LPC & Partners
The corporate M&A team at Oh-Ebashi LPC & Partners possesses particular expertise in the domestic market, with TMT specialist Norihiro Sekiguchi and Osaka-based Seigo Takehira leading the practice. The department is also able to offer advice on private equity investments, shareholder activism cases, crisis management work, business alliance agreements, cross-border acquisitions and corporate governance issues. Takuro Yamaguchi is recommended for his experience with M&A transactions in the life sciences sector, while the wider team is proficient in assisting clients within a range of industries including the pharmaceuticals, electronics, energy, telecoms, real estate and aviation sectors.
Praxisleiter:
Norihiro Sekiguchi; Seigo Takehira
Weitere Kernanwälte:
Takuro Yamaguchi
Kernmandanten
Japan Growth Investments Alliance
Teijin Limited
Air Water
Rengo Co
Shin-Keisei Electric Railway
Kaneka Corporation
SENKO Group Holdings Co.
Mitsui Matsushima Holdings Co.
Sumitomo Pharma
DyDo Drinco
Highlight-Mandate
- Advised Chart Industries Inc. on the acquisition of UK-based industrial equipment maker Howden.
- Advised Nissin Electric on the acquisition by Sumitomo Electric Industries.
- Advised Sumitomo Pharma on the acquisition of Sumitomo Pharma Food & Chemical by Medipal Holdings Corporation, through auction.
southgate
The ‘exceptionally knowledgeable‘ team at M&A boutique southgate is jointly headed up by Takeshi Iitani, Eric Marcks and Gaku Yoneyama, and is commended for being ‘willing to adapt to its clients‘. The practice regularly undertakes work in venture financings, cross-border acquisitions, content development transactions and other transactional work.
Praxisleiter:
Takeshi Iitani; Eric Marcks; Gaku Yoneyama
Referenzen
‘They understand startup’s and entrepreneur’s situations and emotional journeys well. Their advice is not only legally very sound and insightful, but they have deep empathy and strong communication skills.’
‘Their ability to be a high-level adviser and “coach” on very difficult, transformative business decisions.’
‘Southgate is exceptionally knowledgeable in navigating the grey areas of Japanese business and culture.’
Kernmandanten
Asahi Broadcasting Corporation
COLOPL
IBM US
DIC
Nihon Kohden
Softbank Corp.
Toshiba
TOTO
Yahoo Japan
ZOZO, Inc.
Highlight-Mandate
- Advised the Softbank Vision Fund in a series of corporate reorganisation transactions with PayPay Corporation pursuant to which it was converted into a consolidated subsidiary of SoftBank Corp. and Z Holdings Corporation.
- Advised the Japanese AI/legal tech startup LegalOn Technologies in its JPY13.7bn Series D fundraising.
- Advised Satori Electronic Co., Ltd. on its acquisition of a minority stake (25.1%) in SM Electronic Technologies Private Limited, an Indian distributor of electronic components, through a subscription of new shares and a purchase of existing shares from its founders and other shareholders.
TMI Associates
TMI Associates‘ corporate M&A team is jointly led by Masakazu Iwakura, Tatsuhiro Takahara, and Nobuyuki Watanabe; Iwakura has more than 30 years’ experience, Takahara offers clients his expertise in private equity work, and Watanabe has expertise in public and private M&A. The team regularly works with overseas offices in Singapore, Thailand, China, and Cambodia to offer clients extensive support in outbound M&A. Alongside general corporate matters, the practice also assists with restructurings, risk management issues (for which Takashi Toichi is a key contact), public takeovers, and seller due diligence. Other key team names include Takushi Saito and Kensei Ikeda.
Praxisleiter:
Masakazu Iwakura; Tatsuhiro Takahara; Nobuyuki Watanabe
Weitere Kernanwälte:
Takashi Toichi; Takushi Saito; Kensei Ikeda
Kernmandanten
Olympus Corporation
OMRON Corporation
Shin Nippon Biomedical Laboratories
NH Foods
NTT DATA Corporation
Aspirant Group Inc.
Oji Imaging Media Co.
Yodobashi Holdings Co.
Nippon Soda Co., Ltd.
The Goldman Sachs Group
Highlight-Mandate
- Advised Olympus Corporation on its $3.1bn sale of the Scientific Solution Department business engaged by Evident Corporation and its subsidiaries, to the US private equity company, Bain Capital.
- Advised OMRON Corporation on its acquisition of a 33% stake in JMDC Inc. and capital and business alliance agreement with JMDC.
- Advised Nippon Soda Co., Ltd on its sale of the entire share capital of Alkaline S.A.S. to International Chemical Investors XVI S.A.
Ushijima & Partners
Ushijima & Partners‘ corporate and M&A practice is particularly strong in defending against hostile takeovers, with this being name partner and co-head Shin Ushijima‘s area of expertise. Hiroshi Watanabe, who also leads the team, is experienced in litigation linked to M&A transactions. Other key contacts within the practice include Osamu Inoue, whose work includes advising international clients on acquisitions of Japanese companies; Rikisuke Yamanaka, who handles cross-border transactions; and Takashi Osawa.
Praxisleiter:
Shin Ushijima; Hiroshi Watanabe
Weitere Kernanwälte:
Osamu Inoue; Rikisuke Yamanaka; Takashi Osawa
Referenzen
‘Ushijima is among a few independent law firms in Japan that can provide Corporate and M&A services to international clients. Especially it has rich experience in working with foreign investment funds.’
‘Osamu Inoue has outstanding expertise on international disputes in corporate and financial matters.’
‘Rikisuke Yamanaka often presents views in accordance with the law, but in the process of communication, he derives a legal opinion that suits our company, so it is easy to consult and discuss M&A but also corporate law with him.’
Kernmandanten
Oasis Management Company
Kabushiki Kaisha Inage Driving School
Highlight-Mandate
- Advised Oasis Management Company on potential legal proceedings it could pursue regarding an unfair M&A transaction, filed a petition for determination of the (fair) share price following the exercise of appraisal rights, and filed a lawsuit seeking invalidation of the share exchange and damages associated therewith.
ZeLo, a Foreign Law Joint Enterprise
ZeLo, a Foreign Law Joint Enterprise‘s corporate M&A team is headed up by Koichi Kitada, whose client base includes venture capital funds, start-ups, regulated financial institutions and international companies. The practice offers clients assistance with capital and business alliances, acquisitions, contract negotiations, and advice on exit processes. Associate Hiroto Shimauchi is also a name to note, complimented by clients for his ‘balance of quality of legal services‘.
Praxisleiter:
Koichi Kitada
Weitere Kernanwälte:
Hiroto Shimauchi
Referenzen
‘Very speedy and courteous. I trust their willingness and capabilities to navigate me through any legal complications.’
‘We have great confidence in Koichi Kitada, attorney at law, and his extensive legal knowledge based on a wide range of cases in a variety of industries. He is also very helpful in giving us advice on business matters other than the legal aspects of M&A.’
‘The team quickly responds to the clients, which is quite valuable for the client perspective.’