TMI Associates, one of the five largest law firms in Japan, has broad expertise across corporate and M&A, dispute resolution, intellectual property and regulatory matters. In particular, the firm has good expertise in the IP arena as it houses a strong bench of practitioners skilled in handling the full spectrum of domestic and cross-border contentious and non-contentious matters. The firm also has a proven track record advising clients in the banking, consumer goods and services, manufacturing, and media and entertainment sectors. TMI Associates’ connections to several major global firms and joint ventures ensures it can offer seamless and outstanding legal services both foreign and domestic. Corporate and M&A specialists Masakazu Iwakura and Tatsuhiro Takahara, are key figures.
Client feedback
"Speed and accuracy." – Banking and finance
"Punctual, timely, well-pointed." – Competition/antitrust
"Appropriate legal analysis and advice." – Corporate and M&A
Koichiro Hanamoto
"Client-oriented."
"Does his best for us."
Yoshiyasu Yamaguchi
"Very flexible with strong problem-solving capabilities."
Work highlights
Represented Tokyo Electric Power Company (TEPCO) in a significant class action lawsuit at the Nagoya High Court. More than 120 former Fukushima residents sought ¥528 million in damages for evacuation-related hardships following the 2011 Fukushima nuclear accident. The court ordered TEPCO to pay compensation but rejected government liability claims. This ruling aligns with recent trends and could influence compensation guidelines affecting over 1.3 million people, highlighting its importance in nuclear accident liability cases in Japan.
Represented Nowhere, manufacturer of the popular streetwear brand ‘A Bathing Ape’, in a significant international franchise dispute valued at approximately S$13.4 million ($10.3 million), concluded in December 2023. The firm successfully defended the client, a franchisor, against claims brought by a franchisee. Despite the franchise agreement being drafted in an English-style contract but governed by Japanese law, the firm navigated the complexities of Japanese courts' tendency to invoke the principle of good faith in franchise disputes. The court's dismissal of the plaintiff's claim entirely, resulting in a complete victory for the client without appeal, sets a precedent for how Japanese courts may interpret detailed, English-style contracts in international franchise contexts, potentially influencing future risk allocation in such agreements.
Work highlights
Advised Japan Industrial Partners as global lead counsel on the ¥2 trillion acquisition of Toshiba Corporation, marking the largest Japanese M&A deal in 2023 and setting a record for going-private transactions by private equity funds involving listed Japanese companies. The firm navigated complex legal intricacies, including conducting due diligence, winning the competitive bidding process, negotiating the merger agreement, advising on tender offer and squeeze-out procedures, and coordinating with numerous local law firms worldwide. This landmark transaction, completed in December 2023, involved securing merger filing clearances in 12 jurisdictions and foreign direct investment filing clearances in eight jurisdictions before initiating the tender offer. The deal's innovative structure included Japan's first reverse breakup fee for a listed company acquisition, demonstrating the firm's ability to secure commercial protections while meeting regulatory requirements across multiple jurisdictions.
Advised Nidec Corporation on a ¥16.6 billion non-solicited takeover of Takisawa Machine Tool. As lead counsel to the acquirer, the firm orchestrated this landmark case, the first to reference the ‘Guidelines for Corporate Takeovers (draft)’ published by Japan's Ministry of Economy, Trade and Industry. Despite initial resistance from Takisawa, which had takeover defence measures in place, the firm guided Nidec's strategic approach, including a tender offer with innovative conditions to address coercive acquisition concerns, resulting in acquiring approximately 86.6% of Takisawa's shares. The firm's expertise was crucial in overcoming target management opposition without resorting to legal battles, while also navigating the complexities of managing regulatory filings across multiple jurisdictions in this non-solicited acquisition scenario.
Key clients
Advantage Partners, Monex Group, Ryoyo Electro Corporation, Taisei Corporation
Work highlights
Advised Hash, a startup securities company, on its pioneering digital securities offering of silent partnership interests, valued at ¥5 billion ($34.6 million) and completed in June 2023. The firm guided Hash in utilising its original blockchain-based platform for this groundbreaking transaction, which marked Japan's first security token offering securitizing silent partnership interests in a shared office building asset. The innovative structure included a ¥3 billion loan component, enabling both retail and institutional investors to benefit from leverage in a low interest-rate environment, while adhering to Japanese securities law through meticulous preparation of the registration statement and prospectus.
Key clients
Monex Corporation, SMBC Nikko Securities, Tokai Tokyo Securities
