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

“The firm is very positive for doing something new and we have a good relationship with Mori Hamada for that kind of brand new structure or brand new type of transaction,” says one structured finance client of Mori Hamada & Matsumoto. The firm’s willingness to work on new legal issues enables it to always stay on top of the market.

One of the firm’s key matters in the last year saw it advise Mitsubishi Corporation on its issuance of US$500 million of five-year US-denominated unsecured straight bonds in September 2010, and the same again under the same conditions in February 2011. The banking team advised KKR Japan in structuring and executing its first buyout transaction in the Japanese market. The deal involved a highly complex finance structure including senior syndicated loans from major banks and other arrangements for back-financing that involved parties outside Japan. Satoko Kuwabara, Akira Marumo and Akiko Sueoka are key contacts at the firm’s banking group, while the capital markets practice features Toru Ishiguro, Satoshi Nakamura and Katsumasa Suzuki.

“The firm knows our company’s decision making process, internal policy, and specific risk averse points. In addition, it has a lot of experience on international issues between Japanese companies and companies in Asia,” explains one client of Mori Hamada & Matsumoto’s M&A practice. Partners Satoko Kuwabara, Gaku Ishiwata, Hajime Tanahashi and Atsushi Oishi are all well regarded in this area.

Profiting from the recent trend of Japanese corporates increasingly venturing overseas, the firm advised e-commerce company DeNA on its acquisition of US-based ngmoco, a developer of games and applications for the iPhone. The deal is innovative as it is the first cross border in-out triangular merger using the stock of a Japanese corporation to acquire a non-Japanese corporation. Mori Hamada is further advising Mitsubishi UFJ Financial Group on its acquisition of the RBS project finance business.

Mori Hamada & Matsumoto stays at the forefront of the real estate and construction market for another year, housing a team of talented practitioners that includes Masanori Sato, Atsuko Matsui and Eriko Ozawa. Of note was its representation of Heiwa Real Estate Asset Management (HAM) in the acquisition of Japan Single-residence Reit (JSR) by Crescendo Investment Corporation (CIC). HAM provided asset management services to CIC and it wanted to acquire shares in Japan Single-residence Asset Management, the asset management company to JSR, at the same time. The Mori Hamada team thus had to negotiate with multiple parties in order to close the deal for HAM.

With its roots as a dispute resolution and bankruptcy firm, Mori Hamada & Matsumoto has a well established standing in this space in Japan and continues to be one of the forerunners in this area. Partners Yutaka Miyoshi and Junichi Tobimatsu are key contacts of the group while Yoshio Iteya is a sought after figure on China related work with his Mandarin skills.

The past year saw the team occupied on a variety of cases, ranging from IP, tax, labour and employment to antitrust issues. On the corporate front, the team represented UCC Foods when a joint venture partner of the client filed a provisional injunction requesting the court to prohibit the dissolution of the venture. The claim was dismissed by the Tokyo District Court and the Tokyo High Court.

Mori Hamada & Matsumoto is building up a niche advising on copyright infringement litigation, having been involved in some of the landmark copyright cases of recent years. In March 2011, the Mori Hamada team defended Sony in a copyright and trade secret infringement claim against a Taiwanese company that involved copyright issues for drawings, product shapes and business secrets over USB memory products. Bellsystem 24 and Nippon Television Network are some of the other clients that have sought advice from the firm on contentious matters in the past year.

Fielding specialists from the litigation and M&A groups, the employment practice team at Mori Hamada & Matsumoto has extensive experience in advising corporate clients on M&A related employment issues and employee disputes. Notably, the firm often handles cross border matters and clients appreciate its ability to facilitate communications and help them navigate the differences in language, culture and legal structures of different jurisdictions. Key contact Chisako Takaya is well respected in the market and is frequently invited to speak at seminars and publish articles on labour and employment law in Japan.

Mori Hamada & Matsumoto’s leading M&A practice means its tax lawyers are often called upon to advise on ground breaking transactions that require innovative tax planning issues. In 2010, partners Hajime Tanahashi and Atsushi Oishi acted as counsel to DeNA, a listed Japan based e-commerce business company, and provided advice on complex tax planning in relation to its acquisition of ngmoco. This was the first cross border in out triangular merger using the stock of a Japanese corporation to acquire a non Japanese corporation.