Japan



asialaw Analysis

Banking and finance
Atsumi & Sakai
Work highlights

Advised Anchor Ship Partners on a $562 million structured ship finance transaction.

Key clients

CBRE Global Investors, Mitsubishi UFJ Financial Group Bank, Sumitomo Mitsui Banking Corporation, Tokyo Metropolitan Government

Mori Hamada & Matsumoto
Work highlights

Acted for Sumitomo Mitsui Trust Bank concerning the Kumamoto Airport concession project. The project involved the reconstruction of an airport terminal building, which required the lenders to make new financing arrangements with mixed features of project finance for both brownfield and greenfield investments.

Key clients

Japan Bank for International Cooperation, Magneti Marelli CK Holdings, The Japanese Bankers Association, Toho Bank

Nishimura & Asahi
Work highlights

Advised Taiyo Nippon Sanso Corporation in connection with a $1.3 billion financing through a subordinated loan. The loan was designed to have interim attributes of both equity and debt as its rating agencies recognised 50% of the capital of the procurement amount.

Key clients

JP Lease Products and Services, KKR, TKP Corporation

TMI Associates
Work highlights

Advised Sumitomo Mitsui Banking Corporation on debt financing for the 52MW solar power facility located in the town of Osato.

Capital markets
Anderson Mori & Tomotsune
Work highlights

Advised freee KK on its listing on the Tokyo Stock Exchange. This was the second largest IPO in Japan in 2019.

Key clients

Central Japan Railway Company, Kansai Electric, Merrill Lynch International, Nomura Securities, Recruit Holdings

Mori Hamada & Matsumoto
Work highlights

Advised the issuer, Japan Post Insurance (JPI), and the sole selling shareholder and JPI’s largest shareholder, Japan Post Holdings, on the first follow-on global offering of JPI after its IPO in 2015 as part of Japan Post Group’s privatisation.

Key clients

Japan Bank for International Cooperation, Kyushu Electric Power Company, Marubeni Corporation, Sanbio, Sumitomo Corporation

Nishimura & Asahi
Work highlights

Acted for Rakuten as Japanese counsel in its issuance and offering of its first US dollar Euro notes through a regulation S offering.

Advised ROHM as Japanese counsel in its offering and issuance of its first Euro convertible bonds.

Key clients

Money Forward, Nichicon Corporation, Nomura Securities, Oriental Land, Takeda Pharmaceutical

TMI Associates
Work highlights

Advised the joint-lead managers on preparation and review of the subscription agreement including conditions of bonds and relevant documents relating to the issue and public offering of Export-Import Bank of India’s samurai bonds.

Key clients

BNP Paribas Securities, Daiwa Securities, Mitsubishi UFJ Morgan Stanley Securities, Nomura Trust and Banking

Competition/antitrust
Anderson Mori & Tomotsune
Work highlights

Represented Qualcomm in proceedings before the Japan Fair Trade Commission related to an alleged violation of Japan’s Antimonopoly Act based on certain licensing provisions with mobile phone manufacturers.

Key clients

Bunka Shutter, Fiat Chrysler Automobiles, International Business Machines Corporation, Tomoku

Nishimura & Asahi
Work highlights

Advised Showa Denko, Japan’s leading chemicals company, on a global merger filing in connection with its $8 billion acquisition of Hitachi Chemical. This was one of the largest M&A deals in Japan in 2020 and involved the two largest companies in the chemical industry in Japan.

Key clients

Cathay Pacific Airways, Danaher Corporation, Mitsubishi Heavy Industries, Mitsui Sugar, Sanyo Chemical Industries

TMI Associates
Work highlights

Advised DENSO Corporation on notification requirements under the competition laws of various countries including Japan, US, Canada, Brazil, EU, Israel, South Korea, Indonesia, Singapore, Philippines, India, Australia, Taiwan, Vietnam and South Africa. This case involved the joint venture with Fujitsu and Toyota Motor Corporation and relevant changes in the shareholding ratio.

Construction
Atsumi & Sakai
Work highlights

Advised Mitsubishi Research Institute and Nagoya City on a PFI project to design, build and operate MICE (meetings, incentives, conferences, exhibitions) in Nagoya.

Acted for Photovolt Development Partners in the construction and operation of a 480MW photovoltaic power plant on the island of Ukujima, Sasebo City.

Mori Hamada & Matsumoto
Work highlights

Assisted on a cross-border EPC contract case for a cruise terminal construction project developed by the biggest cruise operator in the world. Cruise terminal construction is fairly new to the Japanese construction market and this project is expected to be an important precedent in this emerging field.

Nishimura & Asahi
Work highlights

Represented Shimizu Corporation in construction disputes filed by an Indonesian contractor Dextam Contractors, claiming more than $1.4 billion in damages, alleging that Shimizu had improperly distributed revenues from a high-rise building project that was constructed by Shimizu and Dextam.

Marubeni Corporation, Okumura Corporation, Penta-Ocean Construction, Tokyu Construction, Yazaki Corporation

Corporate and M&A
Anderson Mori & Tomotsune
Work highlights

Acted for Line Corporation, a subsidiary of Naver Corporation, in its business integration with Z Holdings Corporation, a subsidiary of SoftBank. The tie-up would create the largest internet service company in Japan.

Key clients

Development Bank of Japan, Hitachi High-Technologies, Matsumotokiyoshi Holdings, Nissin Kogyo, Roivant Sciences

Atsumi & Sakai
Work highlights

Advised on the establishment of a scheme to provide M&A support services to small and mid-sized businesses, collaborating with more than 10 professional advisers.

Hibiya-Nakata
Work highlights

Advised Hitachi Construction Machinery on the establishment of a joint venture with UK experts in the rental business market for construction machinery.

Acted for UT Group in the acquisition of Support System Corporation.

Key clients

Japan Business Systems, Raito Kogyo, Rohto Pharmaceutical, Toyota Financial Services Corporation

Mori Hamada & Matsumoto
Work highlights

Advised Tokio Marine Holdings on the acquisition of Privilege Underwriters and its subsidiaries through Tokio Marine’s subsidiary, HCC Insurance Holdings. This was one of the largest acquisitions by Japanese companies in 2019 with a total value of $3.1 billion.

Key clients

Endeavour United, Hitachi, Japan Industrial Partners, Mitsubishi Tanabe Pharma Corporation, Z Holdings

Nishimura & Asahi
Work highlights

Advised TIS, a Japanese listed company which provides network solutions and system integration services, on its business collaboration with Grab Holdings, the multinational ride-hailing company based in Singapore.

Key clients

Exeo Global, Kyowa Exeo Corporation, Toyota Tsusho Corporation, Yamato Holdings

TMI Associates
Work highlights

Advised Laox, a household appliance retailer, on the acquisition of a 33.3% stake by an investor group comprising of Granda Galaxy and Global Worker Haken in a privately negotiated transaction.

Key clients

Advantage Partners, Bushu Pharmaceuticals, Daiwa PI Partners, Keihin Corporation, Sotsu, UNIZO Holdings

Tokyo International Law Office
Work highlights

Advised Pentagon Technologies Group on the sale of 25% of its outstanding shares to Kurita Water Industries.

Acted for Kurita Water Industries on the acquisition of Avista Technologies.

Acted as lead counsel for Orchestra Private Equity III on its acquisition of 86.3% of the total shares of Hong International in Korea and 86.3% of the total shares of HIC in Japan.

Dispute resolution
Anderson Mori & Tomotsune
Work highlights

Represented Universal Music in a tax lawsuit arising out of a corporate group restructuring, and seeking cancellation of the reassessments.

Atsumi & Sakai
Work highlights

Represented global institutional investors as plaintiffs in a lawsuit claiming compensation for damages due to alleged misstatements in Toshiba Corporation’s annual reports.

Mori Hamada & Matsumoto
Work highlights

Represented Daio Paper Corporation after one of the company’s biggest shareholders brought a lawsuit against its directors alleging that the convertible bonds issued by the company in September 2015 were favourable ones, which is against Japanese laws and regulations. The shareholder claimed compensation for damages and losses incurred by the fall in stock price after the publishing of such issuance.

Key clients

Coincheck, Japan Post, Toshiba Corporation, Yamato Transport

Nishimura & Asahi
Work highlights

Represented a client in an arbitration involving claims for payment totalling $7.3 billion with respect to a joint venture between Japanese companies engaging in power plant construction projects.

TMI Associates
Work highlights

Advised Tsuburaya Production on a global dispute spanning across Japan, Thailand, China and US concerning the rights to utilise the famous film works, Ultraman.

General business law
Masuda & Partners Law Office

All the work highlights submitted by the firm are confidential. Please click on the firm name to read their Overview. 

Intellectual property
Abe Ikubo & Katayama
Work highlights

Represented Eli Lilly against generic company Nipro in challenging the client’s patents directed to concomitant use of vitamins with pemetrexed.

Acted for Apple in a patent infringement suit filed by Juice Design seeking damages based on patents related to an information processing device.

Key clients

Fujifilm, Radiometer, Sumitomo Dainippon Pharma

Anderson Mori & Tomotsune
Work highlights

Acted for Firstface in filing import suspension actions against Apple Japan, alleging certain iPhone products infringe its patents.

Key clients

Aisin Seiki, DENSO Corporation, Mochida Pharmaceutical, Toyota Motor Corporation

Mori Hamada & Matsumoto
Work highlights

Handling Shiseido’s worldwide trademark prosecutions including filings, office actions, oppositions, trials and licences all over the world. In 2019, the team handled over 1000 new trademark applications and over 1000 applications for renewal in over 100 countries, and all relevant office actions, oppositions and administrative procedures for the client.

Nakamura & Partners
Work highlights

Defended Mitsubishi Paper Mills in a case filed by Kitazato Corporation seeking an injunction against patent infringement.

Acted for SIG Technology against Tetra seeking revocation of the Japan Patent Office’s trial decision, which dismissed SIG's request for invalidation of Tetra's patent.

Advised a famous manga artist, Suzue Miuchi, in copyright infringement against a supplement manufacturer and an advertising agent concerning the use of drawings similar to the client’s manga for its advertisement material.

Nishimura & Asahi
Work highlights

Represented a venture company in a patent infringement lawsuit before Tokyo’s district court against one of the infringers of a patent regarding an LED light bulb.

Key clients

Avex, Honda Motor, PopSockets, Rakuten

Sonoda and Kobayashi

All the work highlights submitted by the firm are confidential. Please click on the firm name to read their Overview. 

TMI Associates
Work highlights

Defended Digi-Key Corporation and RayVio Corporation in a patent infringement dispute concerning the cutting-edge UV-LED technology.

Investment funds
Anderson Mori & Tomotsune
Work highlights

Assisted with the setup of an open-ended core real estate fund by LaSalle Investment Management. This fund is believed to be one of the largest open-ended real estate private funds in Japan.

Key clients

Credit Suisse, Nomura Alternative Investment Management, Nikko Asset Management, StepStone Group

Mori Hamada & Matsumoto
Work highlights

Assisted IQ EQ Management, Goldman Sachs Securities and SMBC Trust Bank to establish new mutual funds in the Cayman Islands and conduct a public offering of such new funds in Japan. This was the first foreign investment trust publicly offered in Japan taking extremely high exposure to a single issuer, after the introduction of new regulations in 2014 requesting diversification of investments. 

Nishimura & Asahi
Work highlights

Advised on the establishment of private equity fund Longreach Capital Partners 3, which focuses on controlled buyout investments in Japan with a Greater China connection.

Key clients

Aspirant Group, Mizuho Capital Partners, Nomura Mezzanine Partners

TMI Associates
Work highlights

Advised Government Pension Investment Fund of Japan (GPIF), the world’s largest pension fund, on the launch and investment of assets in its first global infrastructure fund of funds. This deal is the first-ever global infrastructure investment (global core) implemented by GPIF under a fund of funds (FoF) structure with the appointment of an external gatekeeper and FoF manager to manage such funds.

Key clients

DBJ Asset Management, Nissay Asset Management Corporation, Sompo Japan Nipponkoa Asset Management

Labour and employment
Atsumi & Sakai
Work highlights

Advised a client on the relocation of some of its divisions by reviewing labour contracts and communicating with employees.

Mori Hamada & Matsumoto
Work highlights

Assisted a confidential client on union negotiations relating to the shutting-down of the client’s business in Japan.

Key clients

Citigroup Global Markets Japan, Jupiter Asset Management International, Nomura Securities, Toranotec Investment Management, UBS O’Connor

TMI Associates
Work highlights

Advised multiple employers on issues such as sexual harassment claims, unfair dismissal and employee disciplinary issues.

Private equity
Mori Hamada & Matsumoto
Work highlights

Advised Baring Private Equity Asia on its $900 million acquisition of Pioneer Corporation. The transaction comprised a combination of a cash injection to Pioneer and a debt-to-equity swap of a previously provided bridge loan to squeeze-out minority shareholders. Such a structure was unprecedented in Japanese privatisations.

Key clients

Endeavour United, INCJ, Japan Industrial Partners, KKR, Unison Capital

Regulatory
Atsumi & Sakai
Work highlights

Provided regulatory advice to Mitsubishi UFJ Financial Group Bank relating to its Digital Accelerator programme developed to nurture innovation within financial services technologies.

Restructuring and insolvency
Anderson Mori & Tomotsune
Work highlights

Advised Lehman Brothers Japan and three other Japanese entities on the filing of a petition for commencement of civil rehabilitation proceedings.

Acted for Tibanne, the Japanese corporate parent of the largest bitcoin exchange Mt. Gox, in its civil rehabilitation proceedings.

Atsumi & Sakai
Work highlights

Represented Nakajima All, the only company in the world that produces typewriters, in civil rehabilitation proceedings in Tokyo.

Mori Hamada & Matsumoto
Work highlights

Represented AOI, a civil engineering and construction business, in a prearranged civil rehabilitation case. Immediately after filing for civil rehabilitation proceedings, the client found a suitable sponsor and was able to obtain debtor-in-possession (DIP) financing.

Nishimura & Asahi
Work highlights

Represented a shipbuilding company, Yamanishi, in filing for corporate reorganisation protection. The Yamanishi case is currently the only corporate reorganisation filed in Japan in 2020 with a total debt in excess of $117 million.

Key clients

Mansho, MUFG Bank, TFK Corporation, Toshiba, Toyota Motor Corporation, Works Applications

Tax
Nishimura & Asahi
Work highlights

Acted as lead counsel to Shionogi & Co in a tax dispute before Tokyo’s district court, which involved an issue arising from the in-kind contribution of a partnership interest for the development of a drug to fight AIDS.

TMI Associates
Work highlights

Advised a client on tax audit on its consumption tax as to the management fees paid from the Cayman fund to the Japanese management company by providing tax opinions and meeting with the tax authorities.