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

Traditionally not as strong for capital markets work compared to its big four competitors, Nishimura & Asahi has now successfully developed a leading status in this area after the arrival of market luminary Mitsuhiro Yasuda in 2007 and four years of hard work by him and his team. In March 2011, Nishimura & Asahi featured on the international offering of Dai-ichi Life Insurance on the issuer’s side. The deal involved innovative legal issues as it was the first issuance of hybrid bonds that constitute specified subordinated debts.

Home to leading partners Hajime Ueno, Takashi Eijri and Masahiro Ueno, the firm’s banking practice enjoyed another active year. Some sample transactions include advising the lenders on the refinancing of an existing project finance loan provided to a mobile phone operator, and representing a Japanese leasing company as arranger on a syndicated ship lease financing in March 2011. This was the first syndicated ship lease transaction provided to a Singaporean shipping company to be arranged by a Japanese leasing company.

As one of the largest shops in town, Nishimura & Asahi can boast an impressive deal list that excels in both quantity and quality. Often seen on pioneering deals, leading lawyer Takashi Eijri and his team advised JX Nippon Oil & Energy on its divestiture of Osaka Refinery and its joint venture with PetroChina.

Another mandate that demonstrated the firm’s capability on cutting edge transactions was its representation of Daiwa Capital Markets in its acquisition of KBC Group’s global convertible bond and Asian equity derivative businesses. This involved overcoming challenges such as the transfer of trading positions and IP/IT issues. In addition to Eijri, partners Koichi Kusano and Masakazu Iwakura co-lead the M&A team.

Peers note that Nishimura & Asahi has an impressive restructuring and insolvency team that complements its real estate practice, and this has been active of late as there are more distressed asset transactions due to challenging market conditions. Apart from the restructuring of assets, the firm has also been active on J-Reit matters. Two standout transactions are its advisory role to a lender in the extension of credit to one of the first J-Reits to be operated in an unlisted format, and representing Sumitomo Trust & Banking in the setting up of a half-public, half-private fund for J-Reits with financial difficulties. Key contacts in the group are practice head Hideaki Ozawa and funds specialist Norio Maeda.

One of the leading players in the Japanese dispute resolution market, Nishimura & Asahi is home to arbitration specialist Hiroyuki Tezuka and star litigator Mazakazu Iwakura. Tetsuo Ito joined as counsel last year to expand the team’s offering. The size of the practice means that it can act on any type of dispute involving parties from multiple industries.

For example, in a case that sets a precedent under Japanese law, Tezuka and Masako Yajima represented Apamanshop Holdings in a shareholder derivative lawsuit and dismissed the shareholder’s claim at the Supreme Court. Another highlight saw six of the firm’s partners advise Tokio Marine & Nichido Fire Insurance in contesting a tax assessment in relation to cross border reinsurance transactions and succeeded in recovering ¥67.3 billion (US$81.8 million).

Nishimura & Asahi moves up to the second tier of the IP rankings this year to join some of its big four counterparts. Peers note the skills of Yoshiyuki Miyashita, while Eiichi Fukushima and Masakazu Iwakura are two other star IP practitioners at the firm. Takeshi Nomura’s arrival as counsel in the past year has added more strength to the team. The group has represented clients on various matters before courts and the administrative board. Of note was its involvement in unfair competition litigation between listed companies in the gaming sector. Iwakura led a team advising GREE in its lawsuit against DeNA and ORSO over game software for cellular phones. This suit was the first time that such software had been reviewed from an IP point of view by a court in Japan.

Nishimura & Asahi can count Microsoft, Nippon Telegraph & Telephone Corporation, GMO Internet and online shopping website Kakaku.com as some of its active clients. The firm moves up a tier in the rankings this year, having completed some impressive work for an impressive list of clients. Lead partner Yoshiyuki Miyashita is noted by peers as having a large share of media deals in the market. The firm is also active in publishing articles and recent article topics include cloud computing and content protection.

The employment group at Nishimura & Asahi has a diverse client base, which includes both domestic and international corporations, and is known for its involvement on high profile labour and employment issues. For example, over the past 12 months, it has advised Japan Airlines on its corporate reorganisation in regards to reducing pension payments of current and former employees. The team has also been acting for a financial institution on several disputes regarding the termination of employees. Partner Michihiro Mori heads the practice.

Handling tax disputes is one of the key aspects of the tax practice at Nishimura & Asahi. One of its successes in court in 2010 was recovering ¥67.3 billion (US$81.8 million) for Tokio Marine & Nichido Fire Insurance. This involved contesting a tax assessment connected to a complex, cross border reinsurance transaction. Partners Masakazu Iwakura, Kazuhiro Takei and Yo Ota are the key contacts at the practice.