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

Sometimes referred to as the strongest among local players, Nagashima Ohno & Tsunematsu excels in every single area of this work, be it capital markets, bank lending or structured finance, and its first tier ranking is undisputed.

Headed up by Toshio Kobayashi, the capital markets team can be found on some of the largest and most high profile deals in the past year. One was the issuance by Dai-ichi Life Insurance of step-up callable perpetual subordinated notes. The firm advised Goldman Sachs and JP Morgan Securities on this deal, which was the first issuance of hybrid bonds that constitute specified subordinated debts.

A highlight of the banking practice, led by Fumihide Sugimoto, was the team’s representation of a group of lenders in the ¥100 billion (US$1.3 billion) financing for the acquisition of Culture Convenience Club by M&M Holdings. The deal closed in March 2011 and was one of the largest acquisition finance deals during that period. Banking and securitisation experts Satoshi Inoue and Jiro Mikami, and project finance specialist Takao Higuchi, are also key practitioners at the firm.

Nagashima Ohno & Tsunematsu’s all star roster of M&A partners features such names as Kenichi Fujinawa, Hiroki Inoue, Ryuji Sakai and Yuko Tamai, ensuing that the firm retains a solid foothold in the market. The firm promoted Akemi Suzuki and Kazuo Tsuiki to the partnership in January 2011 to develop its young talents.

While some commentators noted that the firm was not as active this past year compared to previous years, it still retained some very important mandates. One of these was its representation of Panasonic Corporation in the going private transaction of Sanyo Electric and Panasonic Electric Works. This challenging deal involved three listed companies and two concurrent tender offers.

Often found on some of the largest transactions in Japan, Nagashima Ohno & Tsunematsu’s market leading real estate practice is no exception. For example, it represented a financial institution on a non-recourse financing to Nakano Ekimae redevelopment project in June 2010. This was one of the few large scale refinancing deals in the past year. Another highlight saw it advise United Urban Investment on its merger with Nippon Commercial Investment. The total value of assets held by the two J-Reits was ¥387 billion (US$5.05 billion) and the transaction is a rare merger between large J-Reits. Partners Naohiro Nishimura and Shunpei Tanaka are recommended in this space.

Nagashima Ohno & Tsunematsu bolstered its top tier dispute resolution offering by promoting Koki Yanagisawa to the partnership in January 2011. An experienced litigator, the newly elected partner has expertise on antitrust related disputes, which is an increasingly important area in Japan. Jun Naitoh heads the team and key practitioners include Seiichiro Umeno and Masahiro Matsuoka.

Often found on some of the most complex and high profile litigation, the Nagashima team has been kept busy on a range of matters, such as pension related litigation for a financial institution, an antitrust case for manufacturing companies, and matters relating to tax, IP and financial products.

Handling complex patent and copyright disputes and advising on commercial IP matters are just two fo the strengths of Nagashima Ohno & Tsunematsu’s IP practice. Partners Kazuo Ohtake and Takahiro Yamauchi are recommended for their litigation expertise. Meanwhile, the team has been advising a semiconductor company in a patent litigation matter, as well as advising an automobile company on an employee invention compensation case. The firm’s strength in corporate transactions also means much IP due diligence work for the IP group.

The labour and employment practice at Nagashima Ohno & Tsunematsu is strengthened by the joining of Koki Yanagisawa as a partner in January 2011. Under the leadership of Hisaya Kimura, the team frequently advises clients on issues arising from M&A projects and the restructuring of corporate entities. Employment litigation and advising companies in collective bargaining negotiations with labour unions are two another core elements of the practice. Litigator Masahiro Matsuoka is a key practitioner in handling such contentious matters.

Housing star tax lawyers Yuko Miyazaki, Yushi Hegawa and Atsushi Fujieda, Nagashima Ohno & Tsunematsu’s five partner tax team is one of the largest among the full service local law firms. Many leading Japanese and international corporations are regular clients and the team is often involved in high profile tax litigation.

One highlight for the team was its role in providing legislative and tax policy advice to a Japanese major securities exchange. This explored the unprecedented issue of making tax free certain high frequency securities trading in Japan. Keeping abreast of market and regulatory changes, Hegawa and team have been instructed by large financial institutions and quasi governmental organisations on their debt offering deals in the US and Euro markets. This involved the application of the new tax regime following the tax reforms of 2010.