Nagashima Ohno & Tsunematsu

Japan

Analysis

Overview

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.  

Corporate and M&A

Work highlights

Advised Mitsubishi Corporation on the landmark ¥496 billion ($3.26 billion) joint privatisation of Lawson, one of Japan's largest convenience store chains, through a strategic alliance with KDDI. The transaction, announced in February 2024, represents a significant shift in Japan's retail landscape by combining Lawson's nationwide network of 14,600 physical stores with KDDI's digital platform serving 31 million customers. The deal structure uniquely integrates "real × digital × green" elements, creating a new business model that addresses Japan's demographic challenges while advancing environmental sustainability goals. 

Key clients 

Chilled & Frozen Logistics Holdings Co, Net One Systems Co, Procrea Holdings 

Banking and finance

Work highlights

Led the landmark ¥123.8 billion ($783.8 million) acquisition financing for SG Holdings' successful white knight tender offer for Chilled & Frozen Logistics Holdings, marking one of Japan's largest contested takeover financings in 2024. The groundbreaking transaction required innovative structuring solutions for white knight financinga rare scenario in Japan's traditionally consensus-driven M&A market. As one of the first major deals under the new Guidelines for Corporate Takeovers, the financing established important precedents for future hostile takeover defences in Japan. 

Key clients 

Mitsui Fudosan Co, MUFG Bank, Yokohama Bank 

Real estate

Work highlights 

Advised MGM Resorts International on the landmark ¥530 billion ($3.4 billion) project financing for Japan's first integrated resort in Osaka. The transaction, set to complete in summer 2024, marks the largest project financing in Japanese history. The pioneering deal required innovative structuring to address unique challenges in gaming industry cash flows and regulatory compliance, while managing complex stakeholder interests across real estate, construction and financing aspects of the integrated resort development on reclaimed land. 

Key clients 

Japan Hotel Reit Investment Corporation, MGM Resorts International, Seibu Holdings