Mori Hamada & Matsumoto is highly regarded in the market for its expertise in most practice areas and sectors. It maintains an excellent reputation for undertaking sophisticated domestic and cross-border transactions as well as contentious matters. As one of the largest full-service Japanese law firms, with more than 550 lawyers, the firm is counsel of choice for some of the major Japanese corporations and foreign multinationals, assisting clients from a broad range of sectors including financial services, energy, manufacturing and real estate. Key figures include banking and finance practitioner Masanori Sato, capital markets-focused Katsumasa Suzuki, M&A and private equity expert Gaku Ishiwata, investment funds lawyer Ken Miura, and restructuring and insolvency specialist Soichiro Fujiwara. The firm has experienced recent personnel changes, with departures including restructuring and insolvency partner Daisuke Asai to Anderson Mori and Tomotsune, capital markets partner Eiko Hakoda to Gaien Partners in December 2023, and M&A partner Yuto Matsumura in March 2024. However, the firm has also strengthened its regulatory practice with several key hires in 2023: special counsel Mitsuhiro Hasegawa, senior associate Hiroyuki Sato and associate Yamato Takizawa, and foreign lawyer Misaki Kodama from the Ministry of Economy, Trade and Industry.
Client feedback
"Polite and comfortable to work with." – Banking and finance
"They are detailed about small leveraged buyout loans and quick to respond." – Banking and finance
"They possess extensive knowledge in arranging syndicated loans, including documentation capabilities." – Banking and finance
"There are many hard-working young lawyers. They show growth when given time." – Intellectual property
Hiroki Aoyama
"Mr. Aoyama has deep knowledge in the formation and documentation of syndicated loans."
Yuki Matsuda
"Polite and comfortable to work with. Easy to ask questions."
"He has a lot of knowledge about small business loans that we need. He also answers quickly."
Yasufumi Shiroyama
"Specialises in intellectual property rights disputes, which is his forte."
Work highlights
Represented Japan Post, one of Japan's largest employers, in a series of high-profile labour disputes involving claims brought by numerous fixed-term employees under the Labour Contract Act. The case centred on alleged differences in employment terms and conditions between fixed-term and permanent employees. This landmark case attracted significant media attention due to its alignment with the Japanese government's ‘equal pay for equal work’ policy. The outcome has far-reaching implications for Japan Post's salary systems, potentially affecting more than 390,000 non-regular employees, and is being closely monitored by many Japanese companies due to its potential impact on human resource costs across various industries.
Advised the Ministry of Economy, Trade and Industry of Japan on a comprehensive research project focused on ‘job-type employment’, an emerging trend in Japanese labour practices. The firm is conducting an in-depth survey and drafting guidance on this new employment model, which is seen as a potential alternative to the traditional lifetime employment system and a means to enhance Japan's international competitiveness. This high-profile engagement is expected to significantly influence future government decision-making and potential legislative changes in Japanese labour and employment law, positioning the firm at the forefront of shaping Japan's evolving employment landscape.
Key clients
ispace, Rohto Pharmaceutical
Work highlights
Advised Pan Pacific International Holdings (PPIH), a major retail group operating over 660 stores globally under brands like Don Quijote and Don Don Donki, on comprehensive intellectual property matters. This ongoing engagement involves worldwide trademark prosecutions, including filings, office actions, oppositions, trials, and licences across multiple jurisdictions. The firm also provides counsel on various IP-related disputes and transactions involving patents, copyrights, and design rights. Notably, the firm is advising PPIH in a significant patent infringement claim brought by DIC Corporation, alleging that PPIH's bestselling 4K television sets infringe on DIC's liquid crystal-related patents.
Key clients
Hitachi Metals, Kowa Company
Work highlights
Represented Toshiba Corporation in multiple high-stakes shareholder lawsuits in Japan and the US, stemming from alleged ‘improper’ disclosure of financial information and accounting irregularities. The case involves complex legal issues, including damage calculation for institutional investors with multiple transactions over extended periods and the standing of foreign investors purchasing shares through third parties. These lawsuits, filed in various district courts across Japan due to the absence of a class action system, are expected to result in landmark judgments on novel legal questions. In addition, a class action lawsuit in the US, initially dismissed but currently under appeal, is being defended in collaboration with a US law firm. This case, arising from Japan's most widely reported financial scandal in 2015, has significant implications for corporate governance and shareholder rights in Japan.
Key clients
Coincheck, YKK AP
Work highlights
Advised Kohlberg Kravis Roberts & Co (KKR) on the complex restructuring of Unizo Holdings, a major real estate and hotel business operator in Japan and the US, through civil rehabilitation proceedings. The case involved intricate negotiations with various stakeholders, including security interest holders, bondholders, and other potential sponsors. The proposed rehabilitation plan, premised on KKR's sponsor support, achieved a 100% approval rate from creditors, facilitating a smooth business transfer and repayment implementation. This case is the biggest financial restructuring case using civil rehabilitation proceedings in the period 2023 to 2024.
Work highlights
Advised JIC Capital on its acquisition of JSR Corporation, a TSE-listed chip materials maker, for $6.4 billion. This transaction, the third largest M&A deal in Japan in 2023, aims to strengthen the international competitiveness of the semiconductor materials industry through industry reorganisation and private fund acquisition. As lead counsel, the firm handled legal due diligence, transaction agreement drafting and negotiation, financing arrangements, and regulatory matters. The deal is legally innovative as it marks the first tender offer transaction in Japan to include an offer to holders of unsponsored American depository receipts of the target company, setting a new precedent in Japanese M&A practices.
Advised JIC Capital on its acquisition of Shinko Electric Industries, a Tokyo Stock Exchange-listed chip-packaging company and Fujitsu's subsidiary, for ¥684.9 billion ($4.71 billion), announced on December 12, 2023. This transaction, the sixth largest M&A deal in Japan in 2023, marks JIC Capital's second billion-dollar acquisition in the chip sector within the year. The deal's complexity stemmed from the necessity for two-way negotiations with both the seller Fujitsu and the target Shinko Electric, given Shinko's status as a listed company with public shareholders. Additionally, the transaction involved forming a consortium with Dai Nippon Printing and Mitsui Chemicals, further highlighting the intricate nature of this significant deal in Japan's semiconductor industry.
Key clients
Deposit Insurance Corporation of Japan, J-Star, Mizuho Securities, Nisshinbo Holdings
Work highlights
Advised on Asahi Group Holdings' significant secondary shares offering in overseas markets, valued at ¥176.9 billion ($1.2 billion). This transaction, Asahi's first overseas offering in three years, involved nine financial institutions as selling shareholders. The deal was an almost unprecedented combo offering by a Japanese company, utilising Regulation S and Rule 144A under the US Securities Act. It uniquely combined equity and debt issuance, targeting different investors across the US, Europe and Asia markets. The offering's success, marked by a lower-than-expected share price decline, established it as a model financing deal for companies facing GX-related investment needs.
Advised Sumitomo Mitsui Trust Bank on its pioneering offering of tokenized beneficiary rights. This groundbreaking transaction marked Japan's first publicly offered security token offering (STO) backed by loan receivables, utilising a jointly managed money trust structure instead of the more common beneficiary certificate issuing trust. The deal involved establishing a trust with loan receivables from Sony Bank as trust assets, with Sony Bank selling the tokenized beneficiary rights through a public offering – a first for a bank in Japan's STO market. This innovative structure not only expanded the potential for STOs beyond real estate-backed assets but also introduced a new sales channel, potentially revitalising the STO market in Japan and setting a precedent for future tokenization of diverse financial assets.
Key clients
Daiwa Securities, JFE Holdings, Nippon Prologis REIT, Nomura Securities, TRYT
Work highlights
Advising JIC Capital on acquisition financing for a tender offer bid for JSR Corporation, a company listed on the Tokyo Stock Exchange's Prime Market. The planned tender offer aims to acquire JSR Corporation's shares, stock acquisition rights, and American depository shares. This high-profile transaction is significant as it involves JIC Capital, a government-backed private equity fund, aiming to strengthen Japan's semiconductor materials industry's international competitiveness through industry reorganisation.
Advising Mizuho Bank, MUFG Bank, and the Development Bank of Japan on project financing for the Kitakyushu-Hibikinada offshore wind farm. This project, with a total capacity of 220MW, is currently the largest offshore wind farm in Japan. The transaction faced significant challenges due to drastic changes in the global offshore wind power market, leading to difficult negotiations with project parties, especially turbine suppliers. These challenges, combined with less favourable wind conditions compared to previous projects, necessitated stricter cash flow forecasts and innovative financing solutions. The deal's complexity was further increased by the need to create new contractual clauses, such as alternative loan facilities for cash reserve accounts. This project highlights the evolving landscape of renewable energy financing in Japan and the need for creative financial structuring in the face of changing market conditions.
Work highlights
Advised Hitachi Astemo in a comprehensive investigation into inappropriate conduct at multiple manufacturing plants. The case involved assisting with internal investigations, advising on communications with customers and government authorities, helping establish a special investigation committee, conducting global survey investigations, and providing guidance on quality assurance and compliance frameworks. This high-profile case, which received extensive media coverage, was one of the most significant quality assurance scandals in Japan since 2021, impacting the credibility of the entire Japanese manufacturing industry.
Key clients
Toyo Construction
