Japan



asialaw Analysis

Banking and finance
Anderson Mori & Tomotsune

Anderson Mori & Tomotsune, one of the largest and most diversified law firms in Japan, consistently impresses clients with its outstanding practices across almost all categories including banking and finance, capital markets, energy, disputes, funds, employment, regulatory and tax. As one of the ‘Big Four’ firms, it is a go-to firm for high-profile mandates, with a remarkable wealth of industry-specific expertise. Prominent figures in the firm include IP-focused Yasufumi Shiroyama and tax specialist Koji Fujita.

Client feedback

"Accurate and reliable output and advice." – Banking and finance

"Provides advice which is well balanced between robust logic, economics and practicality, based on deep experience of the market/product as well as a commercial mindset." – Banking and finance

"They gave us advice for structuring and helped with documentation. Their work is very constructive and appropriate." – Banking and finance

"Quick and helpful legal advisory for our overseas business." – Banking and finance

"Anderson Mori & Tomotsune is renowned for its excellence in legal services, and several attributes contribute to its strong reputation: expertise and breadth of practice, client-centric approach, international reach, strong corporate and M&A practice, client trust and longevity." – Banking and finance

"Anderson Mori & Tomotsune excels in corporate transactions, advising on mergers, acquisitions, joint ventures, and restructuring. Their track record with major clients speaks to their capabilities." – Banking and finance

"Careful scoping, experience with regulatory submissions and regulatory work more broadly, diligence, precise work, advice, and smooth communications are very much appreciated when working with Anderson Mori & Tomotsune." – Banking and finance

"High quality and timely performance. Good understanding of market practice." – Capital markets

"Client-focused team working with flexibility." – Capital markets

" Anderson Mori & Tomotsune has in-depth knowledge of the market and provides guidance based on extensive legal expertise in competition law." – Competition/antitrust

"They are always responsive and cooperative, which makes it easy for us to consult with them." – Competition/antitrust

"They were professional, responsive, to the point, and efficient." – Corporate and M&A

"Planning good lawsuit strategy." – Corporate and M&A

 

"Fully understanding the characteristics of the airline industry, especially in the cargo field, and properly applying it to Japan Fair Trade Commission." – Corporate and M&A

"Anderson Mori & Tomotsune's understanding of the legal framework and theory is underpinned by its practice and know-how on actual cases from start to finish. They differentiate themselves from other law firms that have focused on documentation work and have less 'field work' experience." – Corporate and M&A

"Reasonable approach and excellent communication with non-Japanese people." – Dispute resolution

"Their team provides clients with speedy services and advice." – Dispute resolution

"Partner gives strategic but practical advice on overall litigation strategy, while managing a huge volume of individual cases consistently." – Dispute resolution

"Experienced in corporate and M&A fields, capable of providing highly insightful advice on transaction structures for clients." – Energy

"They helped us to interpret appropriately the terms of the agreements and enabled us to identify and prepare for risks involved therein." – Intellectual property

"Anderson Mori & Tomotsune is among the largest and most diversified law firms in Japan offering full corporate services. They have a flexible operational structure, and they are effective and efficient, providing solutions to legal issues of any kind." – Investment funds

"Provides reliable legal advice on complex employment law issues. They are always responsive and provide deliverables in a timely manner. Good at supporting clients taking smart risks." – Labour and employment

"Responses are quick and accurate. Excellent understanding of customer situations. Extensive experience in advising on dispute resolution." – Labour and employment

"Because they have lawyers specialised in a wide range of fields, we can consult them on a wide range of issues and receive appropriate solutions." – Labour and employment

"One-stop support including overseas regions (with local offices and local partner offices)." – Media and entertainment

"They have nourished their understanding of our company's business through long relationships and gave us appropriate advice based on such understanding." – Privacy and data protection

"Responsive and value for money." – Real estate

"Good balance between legal and business needs." – Real estate

"Full-service firm. Charges are reasonable. Responsive and quick turnaround time." – Real estate

"Anderson are very expert on securities laws, tax issues, and in understanding how incentive plans operate in Japan. They are also excellent in English, timely in their work delivery, and good value. They are also highly respected in the Japanese market." – Regulatory

Osamu Adachi

"I appreciate the careful scoping, quality of the reviews and advice provided, diligence and responsiveness to queries and requests from myself and my stakeholders, and smooth communications overall by Osamu Adachi and his associate partners and team."

 

Kei Akagawa

"Strategic planning of the lawsuit."

"Kei Akagawa is good at handling a number of litigations and associated legal issues in a timely manner."

"Kei provides critical key comments in summary, leads his big team effectively, and is flexible with budgets and assignments."

"Litigation and negotiations."

"Deep understanding and immediate response to client requests."

Yoshinori Aoyagi

"Deep insight and good knowledge of industry."

Taro Awataguchi

"Taro's strongest point is that he can put theory into practice by undertaking actual cases where legal interpretations/framework have been challenged. He communicates well. He listens to the client's needs, considers a variety of options for clients to consider, articulates legal nuances and grey zone matters, and communicates quite effectively with legal counsel on the other side of the table."

"Extensive knowledge and experience."

Yukiko Imazu

"Extensive business knowledge. Excellent understanding of customer situations. Provides clear answers. Has the ability to solve problems."

Hiroshi Ishihara

"He has an extensive international network, which helps us resolve any issues arising in overseas jurisdictions."

Naoyuki Kabata

"Technically very sound. Very experienced real estate partner. Responsive to clients' instructions."

Ken Kobayashi

"Expert in real estate financing. He not only has extensive knowledge of the related laws and practices in the market but understands the business needs very well and provides practical solutions. Leverages the knowledge and resources within the firm to effectively achieve a balanced outcome."

"His advice with regard to our business is very practical and constructive. He is also approachable and reliable for finance transactions."

"He has wide and deep knowledge and experience, especially in real estate transaction and financing markets. Business sense is also one of his strengths, which may have been acquired through his experience working on the business side in a global investment bank."

Junichi Kondo

"He always gives us helpful legal advice in a concise manner."

"Very client-oriented and excellent communicator."

Nobuyuki Maeyama

"Extensive legal practice, M&A transactions and compliance advice, trustee in bankruptcy, educational background and international exposure."

Mariko Nagata

"Very useful and quick legal advisory."

Takashi Nakazaki

"He has extensive knowledge and experience, especially in ICT and data privacy law."

Koichi Saito

"Expert in tax and securities laws; good communicator in English; works to tight deadlines; good value."

Kei Sasaki

"Responsive and knowledgeable."

Takehisa Sato

"Deep understanding of the product."

Hironori Shibata

"His advice is clear, logical, well-balanced and reliable. He is the person to go to when dealing with something very challenging."

Reiji Takahashi

"Deep expertise."

Yuhki Tanaka

"Very deep knowledge. Helps take risks."

Akira Tanaka

"Overall strength in tax law."

Daisuke Tanimoto

"Accurate and reliable output and advice."

Ko Wakabayashi

"Deep understanding of Chinese client needs, extensive transaction experience, diligent and responsible."

"Customer focus."

Hiroki Wakabayashi

"Deep knowledge of litigation, including how judges would think about the cases and proceed with the cases."

"He was very professional, responsive, and we loved working with him."

Kiyoko Yagami

"Her attitude is that she positively and accurately tries to understand our requirements on how to approach or explain matters to the Japan Fair Trade Commission."

Atsushi Yamada

"Atsushi has in-depth expertise in competition law and is able to provide clear and actionable guidance on short notice. He always makes himself available and meets deadlines."

Kenichi Yamamoto

"Excellent and polite."


Work highlights

Advised Sumitomo Mitsui Banking Corporation, Mizuho Bank, Sumitomo Mitsui Trust Bank, MUFG Bank, and Aozora Bank as mandated lead arrangers for the senior facility, along with Japanese major banks, mezzanine funds and other financial institutions as mandated lead arrangers for the mezzanine facility, in Toshiba Corporation's ¥2 trillion ($13.9 billion) leveraged buyout (LBO) and privatisation. This complex, cross-border transaction, led by a consortium headed by Japan Industrial Partners, was one of the largest LBOs in Japan, involving over 20 jurisdictions and requiring coordination among numerous stakeholders.

Advised MUFG Bank, Mizuho Bank, and Sumitomo Mitsui Banking Corporation as mandated lead arrangers for the senior facility in SHL-Japan's privatisation through a tender offer bid sponsored by UK-based Exponent Private Equity. This cross-border transaction, valued at approximately ¥15 billion, was notable for its English-language negotiations and documentation, as well as its hybrid financial conditions blending global and Japanese local trends.

Key clients

Aozora Bank, Bank of Yokohama, CLSA Capital Partners, MBK Partners

Atsumi & Sakai

Atsumi & Sakai is a leading full-service law firm offering a range of counsel services pertaining to most financial and corporate law matters. The firm has an excellent reputation for assisting startups and financial institutions on fintech-related matters. It offers additional strength in the energy, infrastructure and real estate sectors. The firm is also known for its expertise in securitization, covered bonds and similar structured finance transactions. Go Fujimoto and Yusuke Miura are key contacts.

Client feedback

"Atsumi & Sakai has a well-integrated competition law practice with wide experience in all parts of the competition law field. It is flexible, business-oriented, has an open, international mindset and has one of the best diversity and inclusion profiles at the Tokyo bar." – Competition/antitrust

"They are responsive, insightful and concise." – Competition/antitrust

"The team has well-experienced partners with deep expertise." – Dispute resolution

"Atsumi & Sakai is our guiding light in Japanese employment law. They are a truly dedicated team going the extra mile. Always available and giving very concise and good legal advice that helps our business move forward." – Labour and employment

Saori Hanada

"Hanada-sensei is the head of Atsumi & Sakai's competition practice. She is a highly talented and hard-working, trusted force with extensive experience and expertise in cartel work and merger control. Her positive energy radiates throughout her team. She is also very comfortable and inspiring to work with on multi-jurisdictional projects."

 

Chie Kasahara

"As senior partner, she understands our business and tries to do what I request as best as she can."

Kimiharu Masaki

"He has a deep understanding of and experience in the power business, as well as excellent networks, including government agencies such as METI. He always supports us from the client's perspective, working proactively. This occasion he has created a very unique, useful, and valuable scope of work to support our business requirements and contribute to our business. We could rely on him in every aspect of the acquisition process, from due diligence, contract documentation, inquiries and verification with regulatory agencies, and negotiations, to post-acquisition work in the regulatory process. We have 100% satisfaction with his diligent work."

Takasuke Mizukami

"High-quality advice fitting our business policies. Excellent team-building to fit each project."

Tatsuo Yamashima

"He is very responsive and low key."

"Tatsuo is a very hard-working individual. He is a great person and definitely delivers what he promises and does what is needed. In such a different culture as the Japanese, it is key to have an accessible and open-minded contact. And Tatsuo is the best!"


Work highlights

Advised a major Japanese financial group on their digital accelerator programme, an initiative designed to foster innovation in financial services technologies. As a mentor to the programme, the firm provided legal and regulatory advice to participating companies. This programme, the first of its kind run by a Japanese bank since 2015, has successfully nurtured numerous promising Japanese and international companies in the fintech sector. The ongoing initiative continues to play a significant role in driving innovation within the financial services industry in Japan.

Mori Hamada & Matsumoto

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

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.

Nagashima Ohno & Tsunematsu

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 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

Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Advised Rakuten and KKR on the LBO financing for the acquisition of Seiyu from Walmart.

Advising ENEOS Holdings on the going-private transaction of its listed subsidiary, Nippo Corporation.

ProvidedAdvantage Partners and Tokyo Century Corporation with legal advice on the financing for the acquisition of shares in Energywith, which in turn was acquiring the energy storage devices and systems business of Showa Denko Materials.

Key clients

Mizuho Bank, Nomura Babcock & Brown

Capital markets
Mori Hamada & Matsumoto

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

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

Nagashima Ohno & Tsunematsu

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 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

Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Advised Nomura Securities, Mitsubishi UFJ Morgan Stanley Securities and SMBC Nikko Securities on the follow-on offering by West Japan Railway Company.

Advised PHC Holdings Corporation and KKR on PHCHD’s global IPO and listing on the Tokyo Stock Exchange.

Key clients

BofA Securities Japan Securities Company, Japan Finance Corporation, Mizuho Securities, Morgan Stanley Securities,Net Protections Holdings, Nippon Steel Corporation, Orient Corporation

TMI Associates

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

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

Competition/antitrust
Miura & Partners

Miura & Partners offers a one-stop legal solution for clients. Founded in 2019, the firm practises in sectors including corporate and M&A, finance, competition law and intellectual property. With the philosophy of ‘providing comprehensive legal advice and assisting clients in achieving their business goals’, the firm retains its presence both domestically and internationally. Masayuki Atsumi, Tomotake Matsuda, and Kazuo Itazaki are the key figures. The firm’s M&A practice welcomed Mayuko Mase as a partner in September 2023.

Client feedback

"Accurate explanations and legal advice." – Corporate and M&A

"For our preliminary study, they gave us a wonderful lecture on the topic." – Corporate and M&A

"High-quality legal service for cross-border M&A." – Corporate and M&A

"In our investment project, we received valuable advice not only from a legal perspective, but also from tax, finance, and business perspectives." – Corporate and M&A

"Miura & Partners not only works quickly and is polite, but also thinks from our company's perspective from a management perspective." – Corporate and M&A

"Practical advice and quick responses based on extensive corporate experience." – Corporate and M&A

"Professional in takeover bid procedures." – Corporate and M&A

"Provided professional advice on how to respond to queries posed by shareholders." – Corporate and M&A

"Quick and appropriate drafting and reviewing of related contracts." – Corporate and M&A

"Quick response and sound advice." – Corporate and M&A

"Rich transaction experience, excellent English proficiency, fast feedback, reasonable fees." – Corporate and M&A

"Smooth advisory and interpretations for intricate transactions." – Corporate and M&A

"They are quick to respond, and they help us realise what the legal issue is in a problem." – Corporate and M&A

"Thorough, speedy, responsive, effective, involvement of senior lawyers." – Corporate and M&A

"We highly value the ability to provide flexible and practical legal advice based on a holistic view of the entire business situation, rather than rigid legal judgments." – Corporate and M&A

"Wide knowledge and global network." – Corporate and M&A

"Based on excellent knowledge of both litigation and our business, their performances are always client-friendly and extremely effective." – Dispute resolution

"A standout aspect of the firm lies in its exceptional commitment to client satisfaction and delivering high-quality services. Its positive attributes include a strong focus on innovation, a dedicated team of professionals who possess deep expertise in their respective fields, and a proactive approach to addressing client needs. Furthermore, the firm's ability to consistently meet deadlines, maintain open lines of communication with clients, and adapt to changing market conditions demonstrates its agility and resilience. Overall, the firm's impressive track record of success and its unwavering dedication to excellence make it a trusted partner for clients seeking superior legal services." – Infrastructure

"Accurate review from an expert point of view." – Intellectual property

"The firm did the best performance based on our requests such as budgets and time limitation." – Investment funds

"They have been strongly supporting our litigations, through which we achieved favourable judgments in the courts, including the final decision made by the Supreme Court." – Labour and employment

"Ability to receive one-stop advice in a wide range of areas." – Labour and employment

"Courteous service, prompt response, and reliability." – Media and entertainment

 

"They are very professional, review very fast, and their advice is accurate. The reviews are tailored to our needs and the price is not too high." – Private equity

Satoshi Ikemura

"Mr. Ikemura provides quick and good advice in the intellectual property area."

Haruka Murata

"High-quality legal advice including contract issues for cross-border M&A. Responds very quickly."

"Cost-effective and speedy."

"Quick response and deep knowledge."

"Very experienced, with a strong business sense, diligent and responsible, and provides quick feedback."

"Easy to talk to and generally speaking is efficient."

"She is very quick to respond. She helps us realise what the legal issue is in a problem."

"Thorough, responsive, value for money, depth of knowledge."

"Wide knowledge. Quick response."

"She consistently demonstrates a remarkably proactive and exceedingly swift approach to each case, which has been incredibly beneficial."

"She has done the best for us."

"Knowledgeable, courteous and quick to respond."

"She is very professional, reviews very quickly, and her advice is accurate. The reviews are tailored to our needs and the price is not too high. Very easy to talk to and discuss."

Hisashi Shibata

"Mr. Hisashi has a wealth of knowledge and practical experience regarding M&A and takeover bids in Japan. He was also punctual and understood my intentions accurately."

"Hisashi-san is an exceptional adviser who consistently delivers high-quality legal solutions tailored to our specific needs. He goes above and beyond to ensure that our interests are protected and that we receive the best possible legal representation."

Hiroto Sugahara

"He has excellent skills to document all the facts and evidence in a logical, convincing way. He is also good at communicating with judges and other authorities."


Work highlights

Advising a major Japanese utility company in an ongoing civil lawsuit related to an electricity cartel case. The case involves investigating potential director liability for antitrust violations and examining the adequacy of internal controls. This high-profile matter is significant due to the rarity of cartel cases resulting in director liability. The case highlights the complexities of corporate governance, antitrust compliance, and director responsibilities in the energy sector, with potential far-reaching implications for the industry and corporate law in Japan.

Construction
Atsumi & Sakai

Atsumi & Sakai is a leading full-service law firm offering a range of counsel services pertaining to most financial and corporate law matters. The firm has an excellent reputation for assisting startups and financial institutions on fintech-related matters. It offers additional strength in the energy, infrastructure and real estate sectors. The firm is also known for its expertise in securitization, covered bonds and similar structured finance transactions. Go Fujimoto and Yusuke Miura are key contacts.

Client feedback

"Atsumi & Sakai has a well-integrated competition law practice with wide experience in all parts of the competition law field. It is flexible, business-oriented, has an open, international mindset and has one of the best diversity and inclusion profiles at the Tokyo bar." – Competition/antitrust

"They are responsive, insightful and concise." – Competition/antitrust

"The team has well-experienced partners with deep expertise." – Dispute resolution

"Atsumi & Sakai is our guiding light in Japanese employment law. They are a truly dedicated team going the extra mile. Always available and giving very concise and good legal advice that helps our business move forward." – Labour and employment

Saori Hanada

"Hanada-sensei is the head of Atsumi & Sakai's competition practice. She is a highly talented and hard-working, trusted force with extensive experience and expertise in cartel work and merger control. Her positive energy radiates throughout her team. She is also very comfortable and inspiring to work with on multi-jurisdictional projects."

 

Chie Kasahara

"As senior partner, she understands our business and tries to do what I request as best as she can."

Kimiharu Masaki

"He has a deep understanding of and experience in the power business, as well as excellent networks, including government agencies such as METI. He always supports us from the client's perspective, working proactively. This occasion he has created a very unique, useful, and valuable scope of work to support our business requirements and contribute to our business. We could rely on him in every aspect of the acquisition process, from due diligence, contract documentation, inquiries and verification with regulatory agencies, and negotiations, to post-acquisition work in the regulatory process. We have 100% satisfaction with his diligent work."

Takasuke Mizukami

"High-quality advice fitting our business policies. Excellent team-building to fit each project."

Tatsuo Yamashima

"He is very responsive and low key."

"Tatsuo is a very hard-working individual. He is a great person and definitely delivers what he promises and does what is needed. In such a different culture as the Japanese, it is key to have an accessible and open-minded contact. And Tatsuo is the best!"


Work highlights

Advised Mitsubishi Research Institute and Nagoya city on a PFI project to design, build and operate meetings, incentives, conferences, and exhibitions in Nagoya. The objective of this project is to construct an athlete village for utilisation during the 2026 Asian Games, as well as to establish a ‘new town’ for future use. The project has garnered considerable attention due to its expansive nature, encompassing the development of a residential area, university campus, kindergarten, sports facilities, shopping mall, and hospital.

Key clients

Mitsubishi HC Capital

Corporate and M&A
Anderson Mori & Tomotsune

Anderson Mori & Tomotsune, one of the largest and most diversified law firms in Japan, consistently impresses clients with its outstanding practices across almost all categories including banking and finance, capital markets, energy, disputes, funds, employment, regulatory and tax. As one of the ‘Big Four’ firms, it is a go-to firm for high-profile mandates, with a remarkable wealth of industry-specific expertise. Prominent figures in the firm include IP-focused Yasufumi Shiroyama and tax specialist Koji Fujita.

Client feedback

"Accurate and reliable output and advice." – Banking and finance

"Provides advice which is well balanced between robust logic, economics and practicality, based on deep experience of the market/product as well as a commercial mindset." – Banking and finance

"They gave us advice for structuring and helped with documentation. Their work is very constructive and appropriate." – Banking and finance

"Quick and helpful legal advisory for our overseas business." – Banking and finance

"Anderson Mori & Tomotsune is renowned for its excellence in legal services, and several attributes contribute to its strong reputation: expertise and breadth of practice, client-centric approach, international reach, strong corporate and M&A practice, client trust and longevity." – Banking and finance

"Anderson Mori & Tomotsune excels in corporate transactions, advising on mergers, acquisitions, joint ventures, and restructuring. Their track record with major clients speaks to their capabilities." – Banking and finance

"Careful scoping, experience with regulatory submissions and regulatory work more broadly, diligence, precise work, advice, and smooth communications are very much appreciated when working with Anderson Mori & Tomotsune." – Banking and finance

"High quality and timely performance. Good understanding of market practice." – Capital markets

"Client-focused team working with flexibility." – Capital markets

" Anderson Mori & Tomotsune has in-depth knowledge of the market and provides guidance based on extensive legal expertise in competition law." – Competition/antitrust

"They are always responsive and cooperative, which makes it easy for us to consult with them." – Competition/antitrust

"They were professional, responsive, to the point, and efficient." – Corporate and M&A

"Planning good lawsuit strategy." – Corporate and M&A

 

"Fully understanding the characteristics of the airline industry, especially in the cargo field, and properly applying it to Japan Fair Trade Commission." – Corporate and M&A

"Anderson Mori & Tomotsune's understanding of the legal framework and theory is underpinned by its practice and know-how on actual cases from start to finish. They differentiate themselves from other law firms that have focused on documentation work and have less 'field work' experience." – Corporate and M&A

"Reasonable approach and excellent communication with non-Japanese people." – Dispute resolution

"Their team provides clients with speedy services and advice." – Dispute resolution

"Partner gives strategic but practical advice on overall litigation strategy, while managing a huge volume of individual cases consistently." – Dispute resolution

"Experienced in corporate and M&A fields, capable of providing highly insightful advice on transaction structures for clients." – Energy

"They helped us to interpret appropriately the terms of the agreements and enabled us to identify and prepare for risks involved therein." – Intellectual property

"Anderson Mori & Tomotsune is among the largest and most diversified law firms in Japan offering full corporate services. They have a flexible operational structure, and they are effective and efficient, providing solutions to legal issues of any kind." – Investment funds

"Provides reliable legal advice on complex employment law issues. They are always responsive and provide deliverables in a timely manner. Good at supporting clients taking smart risks." – Labour and employment

"Responses are quick and accurate. Excellent understanding of customer situations. Extensive experience in advising on dispute resolution." – Labour and employment

"Because they have lawyers specialised in a wide range of fields, we can consult them on a wide range of issues and receive appropriate solutions." – Labour and employment

"One-stop support including overseas regions (with local offices and local partner offices)." – Media and entertainment

"They have nourished their understanding of our company's business through long relationships and gave us appropriate advice based on such understanding." – Privacy and data protection

"Responsive and value for money." – Real estate

"Good balance between legal and business needs." – Real estate

"Full-service firm. Charges are reasonable. Responsive and quick turnaround time." – Real estate

"Anderson are very expert on securities laws, tax issues, and in understanding how incentive plans operate in Japan. They are also excellent in English, timely in their work delivery, and good value. They are also highly respected in the Japanese market." – Regulatory

Osamu Adachi

"I appreciate the careful scoping, quality of the reviews and advice provided, diligence and responsiveness to queries and requests from myself and my stakeholders, and smooth communications overall by Osamu Adachi and his associate partners and team."

 

Kei Akagawa

"Strategic planning of the lawsuit."

"Kei Akagawa is good at handling a number of litigations and associated legal issues in a timely manner."

"Kei provides critical key comments in summary, leads his big team effectively, and is flexible with budgets and assignments."

"Litigation and negotiations."

"Deep understanding and immediate response to client requests."

Yoshinori Aoyagi

"Deep insight and good knowledge of industry."

Taro Awataguchi

"Taro's strongest point is that he can put theory into practice by undertaking actual cases where legal interpretations/framework have been challenged. He communicates well. He listens to the client's needs, considers a variety of options for clients to consider, articulates legal nuances and grey zone matters, and communicates quite effectively with legal counsel on the other side of the table."

"Extensive knowledge and experience."

Yukiko Imazu

"Extensive business knowledge. Excellent understanding of customer situations. Provides clear answers. Has the ability to solve problems."

Hiroshi Ishihara

"He has an extensive international network, which helps us resolve any issues arising in overseas jurisdictions."

Naoyuki Kabata

"Technically very sound. Very experienced real estate partner. Responsive to clients' instructions."

Ken Kobayashi

"Expert in real estate financing. He not only has extensive knowledge of the related laws and practices in the market but understands the business needs very well and provides practical solutions. Leverages the knowledge and resources within the firm to effectively achieve a balanced outcome."

"His advice with regard to our business is very practical and constructive. He is also approachable and reliable for finance transactions."

"He has wide and deep knowledge and experience, especially in real estate transaction and financing markets. Business sense is also one of his strengths, which may have been acquired through his experience working on the business side in a global investment bank."

Junichi Kondo

"He always gives us helpful legal advice in a concise manner."

"Very client-oriented and excellent communicator."

Nobuyuki Maeyama

"Extensive legal practice, M&A transactions and compliance advice, trustee in bankruptcy, educational background and international exposure."

Mariko Nagata

"Very useful and quick legal advisory."

Takashi Nakazaki

"He has extensive knowledge and experience, especially in ICT and data privacy law."

Koichi Saito

"Expert in tax and securities laws; good communicator in English; works to tight deadlines; good value."

Kei Sasaki

"Responsive and knowledgeable."

Takehisa Sato

"Deep understanding of the product."

Hironori Shibata

"His advice is clear, logical, well-balanced and reliable. He is the person to go to when dealing with something very challenging."

Reiji Takahashi

"Deep expertise."

Yuhki Tanaka

"Very deep knowledge. Helps take risks."

Akira Tanaka

"Overall strength in tax law."

Daisuke Tanimoto

"Accurate and reliable output and advice."

Ko Wakabayashi

"Deep understanding of Chinese client needs, extensive transaction experience, diligent and responsible."

"Customer focus."

Hiroki Wakabayashi

"Deep knowledge of litigation, including how judges would think about the cases and proceed with the cases."

"He was very professional, responsive, and we loved working with him."

Kiyoko Yagami

"Her attitude is that she positively and accurately tries to understand our requirements on how to approach or explain matters to the Japan Fair Trade Commission."

Atsushi Yamada

"Atsushi has in-depth expertise in competition law and is able to provide clear and actionable guidance on short notice. He always makes himself available and meets deadlines."

Kenichi Yamamoto

"Excellent and polite."


Work highlights

Advised the management of Taisho Pharmaceutical Holdings on a groundbreaking ¥710 billion ($4.9 billion) management buyout, the largest of its kind in Japan. The transaction involved a tender offer by Otemon, a vehicle formed by the company's president, to take Taisho private. The transaction's significance extends far beyond its unprecedented financial scale. It stands as a testament to strategic innovation, heralding a new chapter in both the pharmaceutical sector and the broader landscape of M&A activities in Japan. This groundbreaking deal has the potential to focus global attention on Japan's M&A environment, showcasing the nation's robust legal and financial frameworks that facilitate such large-scale, intricate transactions.

Key clients

Mitsui, Mizuho Leasing Company, Ryosan, Takisawa Machine Tool

Hibiya-Nakata

Corporate and M&A boutique Hibiya-Nakata focuses on Japanese outbound and inbound M&A. It is regularly retained by major banks and leading corporations in Japan for high-profile outbound deals. Despite being a smaller-sized firm, Hibiya-Nakata prides itself on the quality of work provided, especially in cross-border M&A work. Key figures include Nobuo Nakata and Tatsuya Soeda.


Work highlights

Advised Dalton Investments, Nippon Active Value Fund (NAVF), and NAVF Select on the ¥32.1 billion ($222.6 million) sale of their 24.57% stake in T&K Toka to Bain Capital's SPV through a tender offer. The transaction involves a subsequent 15% reinvestment by the clients into Bain Capital's holding company, establishing a joint venture. This deal is notable for its structure, where a global private equity fund fully acquires a Japanese listed company for delisting, followed by the former largest foreign financial shareholder group joining as a minority shareholder post-delisting.

Advising Mitsubishi Chemical Corporation on the sale of its subsidiary, Mitsubishi Chemical Indonesia, to Lintas Citra Pratama. The deal is structured as a multi-step transaction, where Mitsubishi Chemical will divest all shares in its Indonesian subsidiary to Lintas Citra Pratama over a period of years. While the deal value remains undisclosed, the transaction is significant due to its complex, phased structure and its cross-border nature involving Japanese and Indonesian jurisdictions.

Key clients

Ichikoh Industries, IDAJ Holdings, Nippn Corporation, Yukon Capital Partners

Miura & Partners

Miura & Partners offers a one-stop legal solution for clients. Founded in 2019, the firm practises in sectors including corporate and M&A, finance, competition law and intellectual property. With the philosophy of ‘providing comprehensive legal advice and assisting clients in achieving their business goals’, the firm retains its presence both domestically and internationally. Masayuki Atsumi, Tomotake Matsuda, and Kazuo Itazaki are the key figures. The firm’s M&A practice welcomed Mayuko Mase as a partner in September 2023.

Client feedback

"Accurate explanations and legal advice." – Corporate and M&A

"For our preliminary study, they gave us a wonderful lecture on the topic." – Corporate and M&A

"High-quality legal service for cross-border M&A." – Corporate and M&A

"In our investment project, we received valuable advice not only from a legal perspective, but also from tax, finance, and business perspectives." – Corporate and M&A

"Miura & Partners not only works quickly and is polite, but also thinks from our company's perspective from a management perspective." – Corporate and M&A

"Practical advice and quick responses based on extensive corporate experience." – Corporate and M&A

"Professional in takeover bid procedures." – Corporate and M&A

"Provided professional advice on how to respond to queries posed by shareholders." – Corporate and M&A

"Quick and appropriate drafting and reviewing of related contracts." – Corporate and M&A

"Quick response and sound advice." – Corporate and M&A

"Rich transaction experience, excellent English proficiency, fast feedback, reasonable fees." – Corporate and M&A

"Smooth advisory and interpretations for intricate transactions." – Corporate and M&A

"They are quick to respond, and they help us realise what the legal issue is in a problem." – Corporate and M&A

"Thorough, speedy, responsive, effective, involvement of senior lawyers." – Corporate and M&A

"We highly value the ability to provide flexible and practical legal advice based on a holistic view of the entire business situation, rather than rigid legal judgments." – Corporate and M&A

"Wide knowledge and global network." – Corporate and M&A

"Based on excellent knowledge of both litigation and our business, their performances are always client-friendly and extremely effective." – Dispute resolution

"A standout aspect of the firm lies in its exceptional commitment to client satisfaction and delivering high-quality services. Its positive attributes include a strong focus on innovation, a dedicated team of professionals who possess deep expertise in their respective fields, and a proactive approach to addressing client needs. Furthermore, the firm's ability to consistently meet deadlines, maintain open lines of communication with clients, and adapt to changing market conditions demonstrates its agility and resilience. Overall, the firm's impressive track record of success and its unwavering dedication to excellence make it a trusted partner for clients seeking superior legal services." – Infrastructure

"Accurate review from an expert point of view." – Intellectual property

"The firm did the best performance based on our requests such as budgets and time limitation." – Investment funds

"They have been strongly supporting our litigations, through which we achieved favourable judgments in the courts, including the final decision made by the Supreme Court." – Labour and employment

"Ability to receive one-stop advice in a wide range of areas." – Labour and employment

"Courteous service, prompt response, and reliability." – Media and entertainment

 

"They are very professional, review very fast, and their advice is accurate. The reviews are tailored to our needs and the price is not too high." – Private equity

Satoshi Ikemura

"Mr. Ikemura provides quick and good advice in the intellectual property area."

Haruka Murata

"High-quality legal advice including contract issues for cross-border M&A. Responds very quickly."

"Cost-effective and speedy."

"Quick response and deep knowledge."

"Very experienced, with a strong business sense, diligent and responsible, and provides quick feedback."

"Easy to talk to and generally speaking is efficient."

"She is very quick to respond. She helps us realise what the legal issue is in a problem."

"Thorough, responsive, value for money, depth of knowledge."

"Wide knowledge. Quick response."

"She consistently demonstrates a remarkably proactive and exceedingly swift approach to each case, which has been incredibly beneficial."

"She has done the best for us."

"Knowledgeable, courteous and quick to respond."

"She is very professional, reviews very quickly, and her advice is accurate. The reviews are tailored to our needs and the price is not too high. Very easy to talk to and discuss."

Hisashi Shibata

"Mr. Hisashi has a wealth of knowledge and practical experience regarding M&A and takeover bids in Japan. He was also punctual and understood my intentions accurately."

"Hisashi-san is an exceptional adviser who consistently delivers high-quality legal solutions tailored to our specific needs. He goes above and beyond to ensure that our interests are protected and that we receive the best possible legal representation."

Hiroto Sugahara

"He has excellent skills to document all the facts and evidence in a logical, convincing way. He is also good at communicating with judges and other authorities."


Work highlights

Advising Pasona Group on the sale of common shares in Benefit One, valued at approximately $2 billion ($13.9 million). This case is notable for featuring a rare counter-offer in the Japanese M&A market, potentially signalling a shift towards more active and competitive transactions. The deal structure is complex, involving a planned delisting of the target company and a unique arrangement.

Advised Kenedix Residential Next Investment Corporation (KDR) on Japan's first three-REIT merger, creating the country's third-largest REIT with approximately ¥1.15 trillion in assets under management. The transaction involved KDR and Kenedix Retail REIT Corporation (KRR) being absorbed by Kenedix Office Investment Corporation. This complex merger required innovative approaches to ensure fairness in merger ratio calculations and expedited mutual legal due diligence among the three REITs. A key challenge was managing the misalignment of fiscal periods, necessitating a shortened three-month final fiscal period for KDR and various adjustments to corporate governance documents and unitholder approvals. The deal's significance lies in its unprecedented structure in the Japanese REIT market and the intricate legal and financial considerations required to execute it successfully.

Key clients

Ichigo Trust, Noritsu Koki, Shida Holdings Corporation

Mori Hamada & Matsumoto

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

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

Nagashima Ohno & Tsunematsu

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

Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Advised Mitsubishi UFJ Financial Group on the sale of 100% shares in MUFG Union Bank to US Bancorp, the largest regional bank in the country.

Advising Hitachi Metals on an M&A transaction that includes a tender offer for Hitachi Metals’ shares held by public shareholders.

Key clients

Goldman Sachs, H2O Retailing Corporation, Invesco Office J-REIT, Itochu Corporation, SBI Holdings, Tokyo Kikai Seisakusho, Toshiba Corporation

Oh-Ebashi LPC & Partners

Oh-Ebashi LPC & Partners is a law firm with more than 150 attorneys that can handle a variety of legal matters. The firm’s strengths lie in their corporate and M&A, dispute resolution and intellectual property practices. Key contacts include Norihiro Sekiguchi, Seigo Takehira and Takuro Yamaguchi. Go Hashimoto joined the firm as a M&A partner from Atsumi & Sakai in January 2023.

Client feedback

"Their deep insights based on experience through various fund formations and regulatory advice." – Private equity

Takuyuki Sakurai

"Proactive in developing new fund schemes, utilising his experience and regulatory knowledge."


Work highlights

Advised Taiyo Koko, the Japan-based company engaged in extraction and purification of molybdenum and vanadium, on the acquisition of Toho Kinzoku, the local manufacturer and seller of tungsten, molybdenum and other refractory metal products.

Advised AmidA Holdings, a listed Japanese company operating an online shop for personal seals and stamps, on a takeover bid by Raksul, a Japan-based software e-commerce company operating a printing service portal site. The firm acted as lead legal counsel to the target company and its primary focus was on ensuring proper protection of minority shareholder interests, given that the acquirer was already a major shareholder of the target company.

Key clients

Air Water, Japan Growth Investments Alliance, Meldia Development & Construction

TMI Associates

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

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

Tokyo International Law Office

Corporate specialist firm Tokyo International Law Office focuses on international and cross-border transactions. The firm has a solid record facilitating outbound M&A deals by Japanese corporations, joint venture projects with foreign partners, as well as inbound transactions including buyouts, tender offers, carve-outs and mergers. It has a wealth of experience in the automobile, chemicals, manufacturing, entertainment, consumer goods, healthcare and financial services industries. The firm also has close cooperation with more than 150 affiliated foreign local firms in a multitude of jurisdictions. Mikiharu Mori and Koki Yamada are co-managing partners. In recent personnel changes, the firm strengthened its team with several notable hires, including Naoki Uemura as counsel from Anderson Mori & Tomotsune, Jean-Denis Marx as partner from Baker & McKenzie, and Victor Sai and Honghai Tang joining as partner and counsel respectively. The firm saw the departure of Christopher Studebaker, who left his position as partner in December 2023.


Work highlights

Advised Terra Drone Corp on its $14 million equity financing from Wa'ed Ventures, the venture capital arm of Saudi Aramco. The firm served as legal counsel to Terra Drone in this cross-border transaction governed by Saudi Arabian law. This significant investment marks a strategic expansion for Terra Drone, a leading Japanese drone and urban air mobility technology provider, into the Middle Eastern market, particularly Saudi Arabia. The deal not only represents a substantial financial boost for Terra Drone but also signifies growing international interest in drone technology and its applications in the energy sector, potentially paving the way for future collaborations between Japanese tech firms and Middle Eastern investors.

Key clients

Konica Minolta, Kurita Water Industries, SBI Holdings, Sojitz Corporation

Dispute resolution
Atsumi & Sakai

Atsumi & Sakai is a leading full-service law firm offering a range of counsel services pertaining to most financial and corporate law matters. The firm has an excellent reputation for assisting startups and financial institutions on fintech-related matters. It offers additional strength in the energy, infrastructure and real estate sectors. The firm is also known for its expertise in securitization, covered bonds and similar structured finance transactions. Go Fujimoto and Yusuke Miura are key contacts.

Client feedback

"Atsumi & Sakai has a well-integrated competition law practice with wide experience in all parts of the competition law field. It is flexible, business-oriented, has an open, international mindset and has one of the best diversity and inclusion profiles at the Tokyo bar." – Competition/antitrust

"They are responsive, insightful and concise." – Competition/antitrust

"The team has well-experienced partners with deep expertise." – Dispute resolution

"Atsumi & Sakai is our guiding light in Japanese employment law. They are a truly dedicated team going the extra mile. Always available and giving very concise and good legal advice that helps our business move forward." – Labour and employment

Saori Hanada

"Hanada-sensei is the head of Atsumi & Sakai's competition practice. She is a highly talented and hard-working, trusted force with extensive experience and expertise in cartel work and merger control. Her positive energy radiates throughout her team. She is also very comfortable and inspiring to work with on multi-jurisdictional projects."

 

Chie Kasahara

"As senior partner, she understands our business and tries to do what I request as best as she can."

Kimiharu Masaki

"He has a deep understanding of and experience in the power business, as well as excellent networks, including government agencies such as METI. He always supports us from the client's perspective, working proactively. This occasion he has created a very unique, useful, and valuable scope of work to support our business requirements and contribute to our business. We could rely on him in every aspect of the acquisition process, from due diligence, contract documentation, inquiries and verification with regulatory agencies, and negotiations, to post-acquisition work in the regulatory process. We have 100% satisfaction with his diligent work."

Takasuke Mizukami

"High-quality advice fitting our business policies. Excellent team-building to fit each project."

Tatsuo Yamashima

"He is very responsive and low key."

"Tatsuo is a very hard-working individual. He is a great person and definitely delivers what he promises and does what is needed. In such a different culture as the Japanese, it is key to have an accessible and open-minded contact. And Tatsuo is the best!"


Work highlights

Representing major foreign asset managers, global custodians, and foreign investment funds, including pension and governmental funds, in an ongoing lawsuit against Toshiba Corporation. The case seeks approximately ¥9 billion ($62.5 million) in damages due to alleged mis-statements in Toshiba's annual reports. This high-profile case involves laws from multiple jurisdictions, including Japan, Cayman Islands, Luxembourg, Germany, Ireland, UK and South Korea, highlighting its international significance in the realm of corporate accountability and investor protection.

City-Yuwa Partners

City-Yuwa Partners is noted for its expertise in a wide range of practice areas, including banking and finance, M&A, as well as dispute resolution and employment. With many of the lawyers at City-Yuwa having additional professional qualifications and expertise, such as being patent lawyers and certified public accountants, the firm is highly capable in solving any legal issues. Tomohiro Tanamura and Nobuyuki Sakuraba are key contacts. Partner Nobuyuki Sakuraba left firm to set up Sakuraba Law Firm in May 2023.

Client feedback

"Even though the JV projects include many complicated matters including some disputes and sensitive issues inside and outside, the firm are handling them very well with the viewpoint of total optimisation." – Corporate and M&A

"They are excellent lawyers, are attentive to the client, communicate clearly, and are easy to work with." – Dispute resolution

"They are very responsive, and their legal analysis is clear, thorough, and practical. They are effectively bilingual and understand both the Japanese culture and the Western approach to doing business and resolving disputes." – Dispute resolution

"High-quality human resources. There are professionals in all fields." – Dispute resolution

"Responsive, practical, helpful." – Labour and employment

"The speed of response and the ability to imagine the feelings of each stakeholder and meticulously propose and implement actions." – Labour and employment

"Flexibility from the client's point of view." – Real estate

"Creative thinking and giving practical advice on interpretation of Japanese law and best applications to project-specific objectives. Very responsive and fair value." – Real estate

"They are always acting proactively to help clients resolve matters within a tight timeline." – Real estate

"City-Yuwa Partners has demonstrated their high proficiency in legal solutions to complex and sophisticated matters by offering us clear, coherent and comprehensive advice and counsel, based on various legal viewpoints accumulated over time, while taking our bank's unique stance to each financing transaction as a foreign bank well into consideration, while ensuring compliance with local regulatory requirements. Their accurate advice for intricate legal matters has significantly enhanced our bank's ability to evaluate complicated financing transactions with precision and in a timely manner. City-Yuwa Partners has shown these sophisticated abilities by operating collaboratively among partners and associate lawyers as a team to deliver optimal legal solutions tailored to our bank's own needs. This collaborative approach facilitates the exchange of capabilities and experiences within the firm, ensuring a collective reservoir of expertise. Furthermore, it fosters a culture of continuous self-learning, whereby each lawyer's skill and insight are continuously deepened, thereby consistently raising their ability for excellence in legal service. They efficiently gather extensive and wide-ranging information and provide crucial legal advice, primarily during the documentation phase. This comprehensive approach enables us to consistently receive seamless legal services in depth and breadth, spanning from the initial consultation stage through to the final closing of financings and loan disbursements. Additionally, through effective coordination and cooperation among all departments and sections within the firm, they consistently deliver top-quality legal services to our bank. City-Yuwa has always proactively engaged in innovative financing schemes without being bound only by traditional or stereotyped structures. Their specialty and superiority are incomparably valuable, with positive passion, energy, experience, know-how, and internationality." – Real estate

Yusuke Asou

"In addition to his excellence in professional legal skills and experience, he always understands well the issues we have and clearly explains what is important for us now and advises us what kind of risks we have and our options therefore in every situation, by which we can make timely and appropriate decisions."

Noriko Higashizawa

"Responsive, practical, positive, fees are reasonable."

Yoshiko Koizumi

"She forms a team to handle each case."

Yoko Maeda

"She's a standout lawyer, very commercially savvy and incisive. She's the reason I would use City-Yuwa Partners."

Tetsuya Munakata

"The ability to respond quickly and to propose and implement solutions while imagining the feelings of each stakeholder in each case."

Daigo Nomura

"Quick to respond."

"Listens, thinks, and involves skill sets of other team members to result in a collective opinion with practical and actionable advice."

"Always tries to help clients resolve the problem. Helps to coordinate and explain the client's matter with the others in the meeting."

Masamichi Sakamoto

"Mr. Sakamoto's involvement in our bank's financing transactions has been impressive. He excels in decision-making, legal knowledge, client support, and innovative solutions. His extensive experience, effective coordination, and excellent leadership contribute to the firm's success. He demonstrates strong teamwork, maintains a broad network, and manages time rigorously. Mr. Sakamoto consistently meets our bank's requirements promptly, even under tight deadlines, ensuring timely completion of tasks before financial closings despite any obstacles."


Work highlights

Representing Tokyo Electric Power in over 40 class action lawsuits related to the 2011 Fukushima nuclear accident. These cases, involving more than 10,000 plaintiffs seeking damages exceeding $100 million, are unprecedented in their social impact, legal complexity, and public interest. The firm has managed multiple concurrent cases, addressing novel legal arguments such as the foreseeability of a magnitude 9.0 earthquake and tsunami, and the scope of reasonable damages. The ongoing litigation has already resulted in numerous district court, high court, and Supreme Court judgments, highlighting its significance in Japanese jurisprudence.

Advising FTI Consulting as receiver in a complex, multi-jurisdictional financial fraud case involving over ¥20 billion ($139 million). The dispute centres on alleged fraud related to investments by J Trust in companies controlled through a British Virgin Islands (BVI) entity. Handling multiple court litigations in Japan and defending against various disputes, the case spans Japanese, BVI, Thai, and Singaporean law. This ongoing matter is significant due to its substantial value, complexity, and international nature, raising intricate legal issues such as the validity of foreign receivership orders and the exercise of shareholder rights across jurisdictions.

Key clients

Contrack Watts, Y Jacobs Medical

Mori Hamada & Matsumoto

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 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

Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Acted as legal counsel for Shionogi in a litigation against Japan’s tax authority regarding an issue arising from an in-kind contribution of a partnership interest for the development of a drug to fight AIDS.

TMI Associates

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.

Intellectual property
Abe Ikubo & Katayama

Abe Ikubo & Katayama is a market-leading intellectual property practice with a proven track record across the full range of IP, especially in IP infringement litigation. The firm offers strong technical knowledge in the fields of pharmaceuticals, chemicals, biotechnology, electronics and telecommunications. Eiji Katayama and Hiroshi Kobayashi are key contacts.

Client feedback

“Great work for litigations and invalidation trials with their excellent knowledge and experience as well as their flexible thinking.” – Intellectual property

Mami Hino

“She is willing to meet clients' needs with her flexible thinking and excellent knowledge and experience. Her communication skills, including internal and external networking, are also great. She manages risks appropriately. She is a trusted lawyer.”


Work highlights

Represented Eisai in a declaratory judgment case where Nipro sought confirmation of non-infringement and invalidity of Eisai's patents related to the cancer drug Halaven. The Tokyo District Court and subsequently the IP High Court dismissed Nipro's claims for lack of justiciable interest, upholding Eisai's position. This case has significant implications for patent linkage practices in Japanese pharmaceutical approvals.

Key clients

Bristol Myers Squibb, SoftBank

Mori Hamada & Matsumoto

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

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

Nakamura & Partners

Outstanding IP boutique firm Nakamura & Partners is intimately familiar with application procedures for patents, design registrations and trademark registrations, demands for appeals, and various other steps and procedures taken before the Japan Patent Office. The firm is particularly renowned for its patent contentious capability as well as IP transactions and unfair competition work. Its industry expertise includes TMT, high-tech electronic, chemical and manufacturing. Kazuhiko Yoshida is a key practitioner.


Work highlights

Represented Mazda Motor Corporation in a high-stakes patent infringement lawsuit brought by Honda Motor seeking ¥6.2 billion ($43 million) in damages. The case, which centred on alleged infringement of Honda's patent by Mazda's vehicles, was resolved on March 16, 2023, when the Tokyo District Court ruled in favour of Mazda. Led by partners Shinichiro Tanaka and Yuriko Sagara, with support from Yoshinori Kishi, the firm successfully argued that Honda's patent was invalid due to obviousness in light of prior art, resulting in a complete dismissal of Honda's claim and a significant victory for Mazda in this automobile industry dispute.

Represented Toho, the production company behind the iconic ‘Godzilla’ franchise, in a significant unfair competition case against Taguchi Industrial. The lawsuit focused on Taguchi's use of the similar mark ‘Guzzilla’ on their products. Led by partner Koichi Tsujii, the firm successfully argued that Taguchi's use of the ‘Guzzilla’ mark constituted a violation of Japan's Unfair Competition Prevention Act. The court ruled in favour of Toho, dismissing the defendant's appeal and affirming the protection of Toho's valuable intellectual property rights associated with the renowned ‘Godzilla’ brand in this entertainment and consumer goods-related dispute.

Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Defended Amazon Services International in a lawsuit alleging that the client’s failure to distribute the plaintiff’s content constitutes a tort and breach of contract.

Advised Takeda on the sale of its subsidiary, Takeda Consumer Healthcare, to a company under the Blackstone Group and its affiliates for $2.3 billion.

Advised Heartseed, a Japanese biotech start-up, on a global collaboration and licensing agreement with Danish pharma giant Novo Nordisk.

Investment funds
Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights

Advised AT Partners on the establishment of a venture fund, AT Partners 2 Fund of $170 million.

Advised Nippon Mirai Capital, an independent Japanese investment manager, on the establishment of NMC IV Investment Limited Partnership, NMC’s fourth private equity fund. 

Key clients

Angel Bridge, Aozora Corporate Investment, Enechange, Fiducia, Goldwin, MCP Capital, Nomura Holdings

Labour and employment
Mori Hamada & Matsumoto

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

Private equity
Nishimura & Asahi

Nishimura & Asahi is established as a top-tier law firm in the country. It boasts highly reputed teams providing the full spectrum of transactions as well as complex litigation and arbitration work. With over 700 Japanese and foreign lawyers, the firm is frequently instructed by the biggest household-name corporations in Japan, and by foreign conglomerates across the financial services, automotive, technology, pharmaceuticals, and manufacturing sectors. Nishimura & Asahi is also a firm with significant global connections that enable it to provide the utmost quality when it comes to matters of law. The firm’s main figures include Kohei Koikawa for capital markets, Kozo Kawai for competition, Yoshinobu Fujimoto for corporate and M&A, and Hiroyuki Tezuka for dispute resolution.


Work highlights 

Represented Itochu Corporation on the sale of Paidy, a leading two-sided payments platform to US online payments solutions provider PayPal Holdings.

Advised Blackstone Group on its acquisition of eight hotels from Japanese railway operator Kintetsu Group Holdings.

Advised Invesco Office J-REIT on a successful defence against an unsolicited tender offer for Invesco Office J-REIT’s investment units by Starwood Capital.

Key clients

AirAsia Aviation, Anchor Equity Partners (Asia), Goldman Sachs, Rakuten Group, The Carlyle Group

Regulatory
Mori Hamada & Matsumoto

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

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

Restructuring and insolvency
Mori Hamada & Matsumoto

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

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.