Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

The full range of banking and finance work that Anderson Mori & Tomotsune covers allows the firm to stay anchored in the top tier of the rankings again this year. On the capital markets front, Akiko Kimura is one of the most well regarded practitioners, but the team also features Masaakira Kitazawa and Osamu Tanaka. Kimura represented the underwriters in the global offering of Inpex Corporation in August 2010. With net proceeds of ¥520 billion (US$6.11 billion), the deal was the largest public offering in 2010 by a Japanese non-financial institution.

The firm’s banking team has added strengths from its strong regulatory practice in banking and insurance. The team has worked on many syndicated loans over the past 12 months. In June 2010, it advised the borrower on a leveraged buyout finance deal for the management buyout of Japan Automobile Auction. Satoshi Inoue and Takaharu Totsuka are highly recommended for banking work.

Anderson Mori & Tomotsune is a go-to choice for both domestic and international corporations for their M&A transactions. Its large M&A team houses leading practitioners such as Osamu Hirakawa, Masaakira Kitazawa, Kenichi Masuda and Tsutomu Miyano. Combined with the vast resources it can access from other groups, this allows the firm to handle any type of deal in a tight timeframe. In a deal that demonstrates this, partner Taro Tsunoda led a team for VeriSign in the US$1.28 billion sale of its identity and authentication services business to Symantec. This is the first transaction that applies the ‘business transfer’ exception to the mandatory tender offer rules under Japan’s Financial Instruments and Exchange Act. The deal was closed in a very short timeframe, adding challenges to issues such as those related to antitrust and off-market transfer.

Another interesting deal for the firm was the privatisation of Nissin Healthcare Food Service by Watakyu Seimoa, on which it advised the target. The acquirer used a leveraged buyout approach, which is rare in privatisation deals when the acquirer is an operating company.

Anderson Mori & Tomotsune’s market leading practice advises on a diverse range of areas. This means that the firm is best placed to handle any aspects of real estate investment and this is confirmed by its highlight transactions in the past year which span across securities offerings, refinancings and acquisitions. For example, the firm featured on the Singapore IPO and public offering in Japan of Global Logistics Properties, acting as counsel to the joint global coordinators. Aozora Bank enlisted the team to advise it on the refinancing of Shiba Park Building, while a group of borrowers instructed the firm on an acquisition. Partners Minoru Kobayashi, Tetsuya Itoh and Tatsu Katayama are all highly acclaimed practitioners in this area.

One special feature of Anderson Mori & Tomotsune’s dispute resolution practice is its ability and experience in providing legal counsel to foreign companies on disputes in Japan. The firm has a deep understanding of foreign business practice and it combines this effectively with its local law knowledge. Lead partners in this area include Yoshimasa Furuta, Kenichi Sadaka and Kenichi Nakano.

A key case handled by the Anderson Mori team recently involved advising Fintech Global Incorporated in litigation in which it sued a corporate and an individual for compensation as a result of damages incurred as a result of fraudulent investment solicitation. Fintech was one of many victims of a series of fraudulent investment solicitations committed by the same group, and the case attracted much media coverage.

Anderson Mori & Tomotsune is often regarded as having one of the strongest IP practices among its big four counterparts. This is thanks to its prowess in dispute resolution, a thorough understanding of technology issues, and an experienced prosecution team. Described by clients as “very responsive”, Yasufumi Shiroyama and Yoshikazu Iwase are noted for their expertise in patent litigation. Recently, the team has advised on a technology transfer negotiation between a US semiconductor supplier and some Japanese electronics manufacturers. It has also represented a Japanese electronics manufacturer in an employee invention dispute.

Anderson Mori & Tomotsune is a stable presence in the TMT industry with its full service offering. Partner Tsutomu Miyano is singled out for praise by a competitor. Another active TMT practitioner in the firm, Taro Tsunaoda, led a firm team acting as Japanese counsel to VeriSign on the US$1.28 billion sale of its identity and authentication service business to Symantec. The deal involved the application of business transfer exceptions under mandatory tender offer rules, antitrust issues, as well as the off market transfer of shares of a listed company.

The solid labour and employment practice at Anderson Mori & Tomotsune makes it a go-to firm for both Japanese and foreign companies when they come across employment issues. Dual qualified in Japan and New York, star practitioner Kazutoshi Kakuyama continues to be active. Partners Hideki Kano and Yukiko Imazu also specialise in labour and employment laws.

The firm’s team is able to act on the full range of matters in this area, whether they are labour and employment issues arising from M&A transactions, or standalone employment matters like retirement allowances and pensions, reductions and terminations, or employment policies and procedures. The firm’s first rate dispute resolution practice adds to the strength of this team and the two groups often work closely together to advise clients on all types of labour and employment disputes.

Led by partners Koji Fujita and Eiichiro Nakatani, the tax team at Anderson Mori & Tomotsune frequently features on the firm’s corporate transactions where it assists clients on tax planning and other tax issues that arise in financial and M&A deals. In addition to advising on corporate matters, the team has represented many clients in tax litigation against the National Tax Agency.