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

Allen & Overy has a corporate practice that focuses on innovative and high profile cross border transactions. It recently built up its team further by adding several international and domestic lawyers who are M&A specialists. As a top global brand, the firm is able to provide for clients access to its international network and excellent advice to Japanese corporations seeking information on outbound investments. A unique feature of the group is its ability to provide integrated strategic advice on domestic and international M&A transactions from both the legal and tax point of view in the structuring stages due to its resident tax specialists.

It advised Sumitomo Mitsui Baking Corporation on its investment into 11% of new shares being issued by Barclays. Also, Mitsubishi Corporation hired the firm as counsel on its strategic investment in a car leasing business in Turkey. Chris Swift, Nobuo Nakata, Osamu Ito and Hidehiro Utsumi lead the corporate team.

As one of the major domestic firms, Anderson Mori & Tomotsune has an M&A practice that is well-staffed and able to represent clients on all sorts of significant and high-profile transactions. The team works independently or in conjunction with overseas counsel for corporate and equity fund acquirers, as well as for acquisition targets. The team participates in early and late-stage negotiations, undertakes or supervises due diligence projects, obtains regulatory approvals, performs required government filings, engages in discussions and negotiations with relevant government agencies. The team allies often with international firm Herbert Smith and includes specialists Akiko Kimura, Kenichi Masuda and Tsutomu Miyano.

A highlight deal was advising JPMorgan Securities Japan in relation to the US$2.1 billion business and asset transfers in relation to the acquisition of Bear Stearns by the global parent of JPMorgan Securities Japan.

Ashurst has been a solid contender in the Tokyo market since 1990 and is led by the highly-regarded John McClenahan. It works on a public and private M&As in a range of sectors including power, oil and gas, transportation, petrochemicals, shipping, mining and telecommunications.

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma provides a diverse array of corporate and commercial legal services to international clients acquiring and investing in Japanese companies. Key areas the M&A team cover for domestic and cross border public and private deals are structuring, due diligence, restructuring, and MBOs. Areas of expertise for the group are telecommunications, pharmaceutical, retail and insurance. Additionally, several of the group’s lawyers have focused their practice in niche specialties like MBOs, private equity, investment teams and corporate restructuring and insolvency. Hiroshi Kondo is the high-profile head of the M&A team.

Recently, in a major mandate the team advised Asahi Breweries in the acquisition of Cadbury Schweppes for US$1 billion. Another highlight was representing Unicharm Corporation on its acquisition of Australia-based APPP Parent for US$131 million.

City-Yuwa Partners is a full-service firm with 31 partners and over 75 other fee-earners. Its M&A practice offers strong expertise in corporate law and public and private M&As. All of the firm’s attorneys are fluent in English and uniquely, it has a German practice.

The M&A practice at Clifford Chance is led by five partners and has 20 associates. It offers advice on a broad spectrum of legal matters including public and private M&A work, joint ventures, inward and outward investment, commercial agreements, and regulatory issues. Its vast global network offers clients comprehensive multi-jurisdictional, as well as domestic service to clients of all sizes. Corporates like NTT Data Corporation and Mitsui & Co use Clifford Chance as preferred counsel. Paul O’Regan is the respected head of corporate at the firm.

Recently the team acted for Fuji Film Medical on the acquisition of a medical business as a distressed sale, and advised NTT Data Corporation on the disposal of its majority shares in its financial data provider subsidiary NTT Data Financial. A notable highlight for the practice was advising Canadoil Group on its complete 100% share purchase in Benex Corporation.

A leading US firm, Davis Polk & Wardwell keeps an M&A practice that provides expert legal advice on complex cross-border transactions. It specialises in sophisticated public and private M&A and joint venture deals involving Japanese and foreign enterprises requiring top US securities laws knowledge. The Tokyo office covers a range of industries, but focuses on the technology and financial institution sectors. Its 12-lawyer strong team includes two highly-regarded partners, Theodore Paradise and Eugene Gregor.

The firm recently represented Eramet in relation to its sale to Mitsubishi Corporation of a 34% stake in its Weda Bay nickel and cobalt mining project. Another highlight for Davis Polk was its role advising Bertelsmann on the sale of its 50% interest in the Sony BMG music entertainment joint venture to Sony Corporation.

Freshfields Bruckhaus Deringer’s corporate/M&A practice is its strongest offering in Tokyo and has lawyers advising on US, UK and Japanese law. It has a stellar reputation for being involved in the market’s most complex and high-profile transactions. James Wood heads up the corporate department that also includes Junzaburo Kiuchi. The firm itself has over 35 practitioners, over half of whom are qualified to practice in Japan.

The corporate group covers public M&As, private equity, joint ventures and has antitrust and competition specialists. A recent highlight for the team was advising alibaba.com on its US$20 million joint venture with Softbank Corporation. Another key deal had the firm acting for Goldman Sachs on a ¥114 billion tender offer for Universal Studios. The group has an established track record of working with domestic clients interested in outbound acquisitions.

Herbert Smith Tokyo’s M&A practice brings a wide range of transactional experience and advisory capability to its clients. With 29 foreign lawyers, including four partners committed to corporate transactions, it has one of the largest on-the-ground teams in Tokyo of the international firms. It advises Japanese clients investing and doing overseas business as well as servicing clients wishing to establish and operate in the country. The firm’s strategic focus is to do purely cross-border transactions.

The team additionally has specialist industry expertise in telecommunications, media, technology, financial services, oil and gas, mining, infrastructure, heavy industry, power, heavy industry and chemicals. Of note is the firm’s high number of secondees to many major Japanese trading houses and energy companies like Sumitomo, Mitsui, Sojitz and Mitsubishi. The M&A team also brings expert advice on international merger control and competition law issues. A highlight deal for the team recently was representing NTT DoComo on its US$350 million acquisition of a 30% stake in Bangladesh-based TM International.

Hibiya Park Law was founded in 1998 and provides clients with a full range of corporate services. In particular its corporate group focuses on holding company structuring, M&As, assignments and transfers of business, divestiture and other restructurings.

Jones Day’s M&A team handles global outbound public deals on behalf of Japanese companies as well as inbound public and private M&A transactions for foreign participants. The corporate practice is led by Nobutoshi Yamanouchi. Clients include Daichi Sankyo, Bridgestone and Sumitomo Corporation.

Latham & Watkins works for clients such as Marubeni Corporation, Beckman Coulter, Yahoo! Inc and a number of significant other public and private companies and financial institutions across a range of industries. The firm’s M&A practice is led by corporate head Michael Yoshii and brings a depth of expertise on local business practices and law with top US advice.

The Linklaters M&A practice has four partners and over 20 fee-earners exclusively dedicated to M&A transactions. Its team is a balanced mix of international and bengoshi lawyers at all levels and this offers an integrated service to clients by seamlessly crossing product, practice and jurisdictional lines. As with all the top tier firms, Linklaters’ M&A group focuses on innovative and cutting-edge public and private deals which often can make use of the firm’s expansive and deep global network. Clients include Nomura Securities, UBS, Olympus Capital Holdings, Bain Capital Japan, Diageo and Mitsubishi.

Its biggest highlight last year was advising Lehman Brothers on its US$225 million sale of Lehman Brothers’ Asian business to Nomura. Other highlights include representing PwC Advisory on its US$45 million acquisition of a BearingPoint subsidiary, and advising Square Enix Holdings as bidder in relation to its cash acquisition of Eidos. Well-regarded partners Paul McNicholl, Hideo Norikoshi, Hiroya Yamazaki, Jiro Toyokawa and counsel Stephen Webb run the team.

Lovells boosted it’s M&A practice considerably this year by hiring corporate specialist Rika Beppu from Simmons & Simmons Tokyo and adding several new associates. The firm services clients such as SoftBank, Sojitz and Mitsubishi Corporation on a range of complex and challenging M&A transactions.

Mori Hamada & Matsumoto’s M&A practice brings a deep wealth of experience and knowledge to handling corporate transactions. It brings quality advice on domestic and cross border M&As, private equity investments, hostile takeovers, privatisations, MBOs, and takeover defence strategies. The team has handled many innovative transaction structures like share and asset purchases, tender offers, mergers, corporate splits, share exchanges, third party allotments of new shares, issuances of class shares, stock acquisition rights and subordinated loans.

The M&A group additionally offers practice group specialists for its cross border deals in labour, antitrust, real estate and bankruptcy. Its sizable team includes partners Yuto Matsumura and Satoko Kuwabara. A recent noteworthy transaction for the group was acting for Mitsubishi UFJ Financial Group on its US$7.8 billion acquisition of preferred shares in Morgan Stanley. Another key deal was advising Asahi Breweries on its US$668 million purchase of a 19.9% stake in Tsingdao Brewery from Anheuser-Busch InBev.

With eight partners and 38 associates dedicated to M&A work, Morrison & Foerster has a vibrant and market-leading M&A practice. The group has an established record of experience on a wide spectrum of transactions including public and private acquisitions, carve outs, divisional spin-outs and the formation of strategic alliances and joint ventures. The firm has worked on a number of the market’s most groundbreaking and innovative M&A deals and its client roster includes leading corporates Fujitsu, Toshi, TDK, Ricoh and Hitachi.

The firm has been active in a range of industries such as technology, telecommunications, life sciences, financial services, consumer products and cleantech. Recently, the team advised Ricoh on its purchase of Ikon Office Solutions for US$2.4 billion. It is currently representing Astellas Pharma on its US$1 billion cash bid for CV Therpeutics. Ken Siegal and Fuyuo Mitomi are leading lawyers in the practice group.

Holding a leading position in the M&A market, Nagashima Ohno & Tsunematsu offers a full range of corporate services. The firm is able to assist the client from the inception of the acquisition or sale process, from strategy and due diligence to the drafting and negotiation of all related contracts and assisting clients with their takeover defence measures. Acting for domestic entities as well as advising international participants, the Nagashima Ohno team is well-versed in sophisticated and high-profile M&A deal. Leading lawyers Kenichi Fujinawa and Hiroto Inoue are part of the team.

A notable domestic transaction was advising Meiji Dairies Corporation on its joint venture with Meiji Seika Kaisha to establish a holding company Meiji Holdings, which is valued at over US$2 billion. Another highlight was representing target Acom on its US$1.5 billion acquisition by Mitsubishi UFJ Financial Group.

Nishimura & Asahi is the largest of the dominant big four firms and offers a large corporate M&A team that is experienced in a broad range of transactions. The firm was formed in 2007 after a merger between Nishimura & Partners and Asahi Koma Law Offices and its M&A team alone includes 45 partners, led by Takashi Ejiri, Koichi Kusano and Masakazu Iwakura. Its legal services in this area are classified into five categories: planning, due diligence, documentation, negotiation and implementation. Its leading clients include Carlyle Group, Toshiba, Goldman Sachs, NTT KK, Mizuho Securities and Nikko Citi Holdings.

In the past year alone, the large team was involved in over 55 promient M&A transactions. Two examples of these include advising Advantage Partners and the acquisition vehicles in a leveraged buyout transaction of The Tokyo Star Bank worth US$2.5 billion, and in acting for private equity firm MBK Partners in its share subscription agreement with Japanese jeweller Tasaki Shinju and capital injection into the company.

O’Melveny & Myers is a strong US firm with an M&A practice which deals with domestic and international clients in both domestic and cross border transactions. It has significant experience defending against hostile bids and has a track record of acting on complex deals which incorporate numerous securities, IP, tax, labour and regulatory issues. Key clients include Japan Airlines, Goldman Sachs and Honda Motors.

Oh-Ebashi LPC has offices in Tokyo, Osaka and Shanghai. It’s M&A practice is formed by specialists who represent clients in all types of merger schemes, such as increases in capital, business transfers, share transfers, share exchanges, corporate splits, joint ventures, corporate establishments and holding company establishments. With all these transaction types, the M&A group provide quality advice concerning acquisition strategies, financing methods, due diligence, and contract drafting and negotiation.

Orrick Herrington & Sutcliffe was established in Tokyo in 1997 and offers a one-stop commercial transactions practice. Its US-qualified and bengoshi lawyers provide clients with an amalgamation of domestic law expertise, US-style deal making skills and the ability to document and negotiate deals in Japanese and English. Top partners Shintaro Kuroda and Mark Weeks lead the M&A practice, the latter its US side and the former the Japanese side. The Tokyo office offers a unique group of Japanese-speaking Russian lawyers led by Sergey Milanov.

Paul Hastings Janofsky & Walker does cross border M&A work and has been a formidable presence in the Tokyo market for over 30 years. It has both US lawyers and bengoshi practitioners as a one-stop shop and specialises in a range of industries including financial services, telecommunications, manufacturing, retail, internet, e-commerce and biotechnology.

Paul Weiss Rifkind Wharton & Garrison offers a high-end M&A practice which has a long tradition of working on complex and challenging transactions, from public mergers and acquisitions to divestitures and takeovers. The team develops strong ties with corporate clients and works with them throughout its lifespan, able to offer quality counsel on financing for acquisition matters to the merger or acquisition itself. The firm regionally is well-known for its private equity clients and experience. Kaye Yoshino and Tong Yu lead the compact M&A team. Clients include Citibank, Mitsubishi and Toyama Chemical.

Two deals for the team last year were advising Toyama on its share exchange transaction which resulted in Fujifilm Holdings and Taisho Pharmaceutical jointly acquiring Toyama for US$1.44 billion, and representing Oaktree Capital management on its first tender offer in Japan for a JReit.

Shearman & Sterling offers an M&A team which advises top domestic corporates, investment banks and financial institutions on sophisticated premier transactions. The range of the practice’s work includes cross-border investments, joint ventures, outbound investments in US and European corporations, foreign direct investments and public and private acquisitions and divestitures. Key clients include Fujifilm, Mizuho, Mitsubishi and Nomura. Well-regarded corporate specialist Kenneth LeBrun leads the team which includes Masahisa Ikeda and Gregory Puff, the former head of M&A Asia for O’Melveny & Myers.

A noteworthy deal for the team recently had it advise JP Morgan Securities Japan as financial advisor to NTT Docomo on its US$2.7 billion strategic alliance with Tata Teleservices in India by a 26% share acquisition of TTSL’s common shares. Another key transaction was representing eAccess in its acquisition of the remaining shares of Acca Networks that it does not already own for US$25.7 million.

Established in 1990, Simpson Thacher & Bartlett’s M&A practice brings high quality US legal advice to clients seeking innovative solutions to their complex transactions. Its Tokyo office provides lawyers who speak Japanese and have a wealth of experience in the market on all types of corporate matters. The team regularly advises private-equity firms, strategic buys and Japanese corporations in connection to cross border transactions.

Prominent partners David Sneider and Alan Cannon lead the corporate practice.

A highlight deal for the team was its role advising Shinsei Bank on its US$5.4 billion acquisition of General Electric’s Japanese consumer finance business. Another worthy transaction had the firm representing Fast Retailing in relation to its tender offer to acquire all the outstanding shares of common stock of Link Theory Holdings it did not already own.

Skadden Arps Slate Meagher & Flom’s M&A practice is led by top partners Mitsuhiro Kamiya and Nobuhisa Ishizuka. The market-leading group offers quality advice on all corporate matters including public and private acquisitions and joint ventures. The firm has a growing private equity practice. Focusing on premier cross border M&A transactions, the firm’s clients are Japanese corporations and financial institutions going outbound to the US and international companies engaged in business in Japan.

The team recently advised NTT Docomo on its acquisition of a 26% stake in Tata Teleservices for US$2.7 billion. Another highlight had the firm acting for private equity firm MBK Partners as part of a consortium that paid US$1.2 billion for a MBO privatisation of an additional 23% stake of Japan-based USJ Corporation.

The eight-lawyer team at Sullivan & Cromwell has a highly-regarded M&A practice led by distinguished practitioner Izumi Akai. Since 1987, this top US Wall Street firm has acted on the market’s most groundbreaking and high-profile M&A transactions, its Tokyo experience mimicking its global reputation.

For example, this past year the firm advised Mitsubishi UFJ Financial Group on its US$9 billion acquisition of a 21% stake in Morgan Stanley. Another highlight for the team is currently advising Panasonic Corporation on its proposed $11.1 billion acquisition of Sanyo Electric Credit.

TMI Associates offers a full range of corporate and financial legal services to clients and its M&A practice has experience handling domestic and foreign M&As. It has extensive knowledge on deal execution, conducting due diligence, and drafting and negotiation agreements. Other key areas of expertise include buyouts, sophisticated structuring techniques, takeover defence strategies and post-merger advice, among others. The corporate team is led by Kunio Namekata.

White & Case has a sizable M&A practice with nearly 50 practitioners part of the corporate team, including twelve partners and one senior counsellor. Robert Grondine heads up the team and he is supported by Brian Strawn, Koichiro Ohashi and Tom LaMacchia. It offers US, English and Japanese legal advice and has a breadth of experience in numerous complicated M&A transaction types including domestic and cross border M&As, spin-offs, leveraged buyouts, joint ventures, strategic alliances and equity investments. Abeam Consulting, Mitsubishi UFJ Lease & Finance, Saudi Aramco, Shinsei Bank, NSK and Nordic Capital are a few of the practice’s key clients.

A highlight deal for the team recently was in serving the selling shareholders of Oak Lawn Marketing in relation to its US$308 million purchase by NTT DoComo of a 51% stake. Another significant transaction was advising Gildemeister on the complex cross shareholding transaction and strategic alliance between Gildemeister and Mori Seiji, a deal valued atUS $65 million.