Established in 2000, top-tier firm Nagashima Ohno & Tsunematsu offers a full range of legal services covering all industry sectors. The firm's expertise includes banking and finance, capital markets, construction, corporate and M&A, investment funds, labour and employment, regulatory and tax. The members of its project practice team are highly experienced in all sorts of project development and project finance in Japan, representing foreign and domestic project sponsors, contractors and financiers. The banking and finance team provides high-quality legal services, advising on Japan's banking laws and practice, including structured finance, acquisition finance and project finance transactions. The firm also has a strong reputation in capital markets transactions, corporate and M&A, and dispute resolution. With an extensive transactional experience in various industries and an overseas network spanning across locations in Asia and the US, Nagashima Ohno & Tsunematsu is well-equipped to handle complex cross-border matters for both domestic and overseas clients. The firm continues to strengthen its expertise, as evidenced by recent promotions effective January 2024: Eiji Miyagi was elevated to partner in real estate finance and project finance, Takahiro Kitagawa became a partner specialising in real estate finance and J-Reit, and Yoshitaka Kato was promoted to partner in acquisition finance.
Client feedback
"Professional advice based on broad experience of leveraged buyout finance in Japan. Proactive support on negotiation for our client." – Banking and finance
"Clearly pointing out legal issues and proposing practical solutions to these issues in cooperation with their local office and tie-up local firms." – Capital markets
"Nagashima Ohno & Tsunematsu's advice is practical and convincing. Japanese regulators did not object to NO&T's stance, which facilitated the completion of the deal." – Regulatory
"They deeply understand Japanese restructuring dynamics and support us in closing the deal by advising and educating the main bank, the most important and critical stakeholder in Japanese out-of-court restructuring." – Restructuring and insolvency
Nobuaki Kobayashi
"He is an authority in the Japanese restructuring market and has deep insight into domestic restructuring."
Jiro Mikami
"Strong negotiation support based on legal and business knowledge."
Yuichi Miyashita
"Highly sophisticated. Highly accessible and responsive to our inquiries. Many years of practical experience in this practice area (i.e., equity transactions) and well familiar with the practice. Provides very logical and practical legal advice. Proposes solutions from a customer perspective."
Shu Sasaki
"Communicative and has a deep understanding of Japanese financial regulations."
Work highlights
Advised Toshiba Corporation’s board of directors and special committee on the ¥2 trillion acquisition of Toshiba by a consortium led by Japan Industrial Partners. This landmark transaction marked an extremely rare instance of a major Japanese listed company undergoing a privatisation process through a public auction. The deal's significance lies not only in its substantial value but also in its precedent-setting nature for corporate governance and M&A practices in Japan.
Advised Sony Group Corporation and Sony Financial Group on the planned partial spin-off of Sony's financial services business, set to be completed around October 2025. This landmark transaction is expected to be the first-ever tax-qualified ‘partial spin-off’ conducted by a Japanese company under the newly introduced tax regime from March 2023.
Key clients
Bain Capital, Integral Corporation, Nagano Bank, Zensho Holdings
Work highlights
Advised Integral Corporation and its founder Nobuo Sayama on the company's initial public offering (IPO) of common stock in September 2023, valued at ¥20.7 billion. This landmark transaction marked the first-ever IPO by a private equity fund management company in Japan, with shares listed on the Tokyo Stock Exchange. The global offering included both domestic and international tranches, with the international portion ultimately comprising 52% of the total due to strong anchor investor demand. The transaction also featured unique ‘purchase commitments’ from certain funds managed by Keyrock Capital Management, WCM Investment Management, and Grandeur Peak Global Advisors, an uncommon practice in Japan. This groundbreaking IPO signified a major milestone for both the Japanese capital market and the private equity industry.
Advised Nomura International, Daiwa Capital Markets Europe, and Morgan Stanley & Co International on the secondary public offering of common stock by Socionext in international markets. The deal required careful handling of complex disclosures, particularly regarding Socionext's innovative ‘design win amount’ metric, which necessitated extensive due diligence and thorough risk analysis.
Advised SMBC Nikko Securities, Morgan Stanley & Co International, BofA Securities Japan, and UBS Securities Japan on the global IPO of common stock of TRYT. Notably, this transaction represented one of the largest global IPOs of a Japanese company in 2023, with a market capitalization exceeding ¥100 billion. The deal marked a notable exit for EQT AB, a renowned private equity firm. TRYT, a leading placement company for healthcare and childcare workers, presented a compelling equity story addressing critical labour shortages in Japan's medical and welfare industries.
Key clients
Integral Corporation, Nobuo Sayama, SMBC Nikko Securities
Work highlights
Advised Sumitomo Mitsui Banking Corporation on the acquisition financing for the management buyout of Taisho Pharmaceutical Holdings, a leading OTC pharmaceutical company in Japan. The transaction is reportedly the largest management buyout in Japan, valued at approximately ¥800 billion ($5.5 billion). As counsel to the lender, the firm is assisting in arranging the acquisition financing and underwriting of the loan. The complex deal involves potential security packages for Taisho's non-Japanese subsidiaries and intricate financing document terms due to the company's global operations, making it a significant and challenging transaction in the Japanese banking and finance sector.
Key clients
Hokuto Management, Resona Bank, Sumitomo Mitsui Banking Corporation
