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 their 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. Over the past year, the firm's corporate, dispute resolution, and labour and employment teams have achieved a significant number of promotions, demonstrating their dedication and expertise in their respective areas.
Client feedback
“They provided us with positive feedback about legal matters, especially for laws regarding J-REIT.” – Banking and finance
“They respond accurately and honestly.” – Real estate
Takashi Itokawa
“He always achieves the most appropriate balance by leveraging his extensive experience with real estate funds, particularly J-REITs, to make complex deals viable. He is also outstanding in addressing complicated structures in urgent circumstances.”
“His response is quick and polite. He also has extensive knowledge of real estate.”
Work highlights
Successfully represented NGK Insulators before the Tokyo High Court in transfer pricing litigation requesting cancellation of a tax adjustment administered by the Japanese tax authority. The decision in the case is unprecedented and epoch-making in that it significantly limits the scope of the residual profit split method, one of the transfer pricing methodologies under Japanese tax law.
Successfully represented Universal Music before the Supreme Court in tax litigation seeking cancellation of a tax assessment. This case was unprecedented in that it was the first in which a court handed down a decision on the deductibility of interest on a so-called debt-pushdown transaction, a common transaction in Japanese and foreign acquisition practice.
Key clients
Barclays Bank, Monex Group.
Work highlights
Advised Nomura Securities and other underwriters on Nippon Building Fund’s global offering of new investment units. The issuer launched this yearly follow-on offering in January 2022 despite the extreme market fluctuations due to the Covid-19 pandemic after February 2020.
Key clients
Activia Properties.
Work highlights
Advised Nagano Bank on its business integration with Hachijuni Bank through a share exchange. As a result of the share exchange, Nagano Bank will be a wholly owned subsidiary of Hachijuni Bank. The banks are also expected to merge after the share exchange to maximise the effect of the integration.
Advised KKR on its acquisition of all shares of Mitsubishi Corp.-UBS Realty. This transaction is one of the largest balance sheet investments by KKR in Japan and the largest deal for the acquisition of an asset management company of listed J-REITs.
Key clients
Hitachi Construction Machinery, Isuzu Motors, Nomura Fudosan Development, PAG Japan
Work highlights
Advised SMBC Nikko Securities and Nomura Securities on the global initial public offering of common stock of Socionext.
Advised SMBC Nikko Securities on the global initial public offering of common stock of Daiei Kankyo. This is an initial public offering of shares of Daiei Kankyo in domestic and international markets, the second largest IPO in Japan in 2022.
Advised Skymark Airlines, Integral Partners and UDS Airlines Investment on the global initial public offering of common stock of Skymark Airlines. This IPO of Skymark was one of the largest IPO deals in Japan in 2022. The issuer is the third largest civil airline company in Japan and listed its shares for the first time after the delisting of its shares in 2014 due to the civil rehabilitation procedure.
Key clients
BofA Securities, JPMorgan, Morgan Stanley, Nomura Securities, Norinchukin Bank.
Work highlights
Advised SBI Shinsei Bank on a leveraged buyout financing for the acquisition of Shinoken Group. This transaction involves the acquisition of a listed corporation with a relatively large market cap, and the total acquisition consideration was more than ¥53 billion ($361 million).
Advised Shioi Kosan on the acquisition financing for the management buyout of Plenus.
Advised UBS on the acquisition financing for the acquisition of Kito Corporation through tender offer by Crosby, a portfolio company of KKR. This matter is one of the rare cases where non-Japanese lenders provided financing for the privatisation of a Japanese public company through a tender offer and subsequent squeeze-out process conducted under Japanese law.
Key clients
EQT Partners, Resona Bank.
Work highlights
Advised Mitsubishi Electric on its internal investigation and crisis management regarding incidents of misrepresentation of test results in inspection reports in Japan and overseas.
Advised Biprogy on an investigation on the issue of loss of personal data at its subcontractor. The case was widely reported in the press because it involved a large amount of personal data of citizens of a local public entity to which the client had contracted work.
Key clients
Fujitec, OKWave, Peatix, Institute of Applied Energy.
Work highlights
Advised GE Energy Financial Services and Setouchi Kirei Future Creations on a ¥81.9 billion refinancing of project finance for the Setouchi Kirei Mega Solar Power Plant, one of the largest mega solar projects in Japan. This refinancing deal was unique in Japan due to two rarely seen features. Firstly, it was implemented through a debt funding competition process. Secondly, the refinancing was structured as an amendment and restatement of the existing financing agreement, resulting in additional complexities regarding the documentation.
Key clients
Tokyo Electric Power Company Holdings
Work highlights
Advised MGM Resorts International on its proposed development of Japan’s first integrated resort in Osaka, Japan. The project will involve an initial investment of approximately ¥1.08 trillion in support of opening a casino complex in Osaka. Japan's first integrated resort is significant for several reasons: not only will it have a major impact on the country's economy, but it will also provide new opportunities for economic development and revitalisation of local communities.
Work highlights
Assisted NTT Corporation in establishing a joint venture company with SKY Perfect JSAT Corporation to launch a novel integrated space computing network.
Assisted Sony Group Corporation in establishing a joint venture company with Honda Motor with the purpose of engaging in the sale of high-value-added electric vehicles and provide services for mobility.
Key clients
Itsumo, Ricoh Company, Space Compass Corporation.
