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

“This firm always tries its best to find a solution for our company while meeting the requirements of the counterparty,” says one joint venture client of Allen & Overy. The firm’s integrated team of Japanese and foreign lawyers, led by Nobuo Nakata, Osamu Ito and Simon Black, have been engaged on various outbound, inbound and domestic matters in the past year.

In one high profile deal, the firm advised Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Securities International on their proposed asset acquisition from RBS. The assets acquired was a portfolio of complex project financing loans, which consisted of natural resources, power and other infrastructure assets in Europe, the Middle East and Africa.

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.

Many of the M&A transactions that Ashurst handles are in the energy and natural resources sector, thanks to the firm’s strong reputation in this industry. One sample transaction saw practice head John McClenahan advise KOGAS, the largest LNG buyer in the world, on its investment and acquisition of a 15% equity stake in the US$16 billion Gladstone LNG project in Australia. Working closely with the Singapore office, the firm also has an active funds practice and it advised IDFC Capital on the acquisition of interests in four funds.

Traditionally seen as more of a banking and finance firm, Atsumi & Sakai greatly strengthened its capability in the corporate space when it lured a team of seven partners from TMI Associates in November 2010. The firm has seen an increasing deal flow since then. Some of the notable matters include advising a financial instruments business and a foreign exchange trading company on the acquisitions by their subsidiaries of shares in Japan.

With a presence in almost any part of the world combined with in-depth local knowledge, Bakers’ M&A team is led by Hiroshi Kondo and is a strong contender in the market. The firm’s unique global infrastructure is proving attractive to Japanese companies that are increasingly going overseas to expand their businesses.

Notably, it advised Nabtesco, a Japanese motion control equipment manufacturer with over half of the market share in Japan, on its acquisition of Swiss auto-door manufacturer Kaba Gilgen in April 2011. Another deal example saw the firm represent Toshiba Corporation in its acquisition of a 67% stake in Italian engineering company Ansaldo Transmissione & Distribuzione.

Clients appreciate the “local presence with a global network” and the “strong global track record and experiences in particular sectors” on offer at Clifford Chance. A firm team, led by Tatsuhiko Kamiyama, is advising NEC Corporation in its joint venture with Lenovo of China to form the largest personal computer group in Japan. Fujifilm Corporation also enlisted the firm’s help on its acquisition of more than 40% interest in Japan Tissue Engineering, which is a strategic transaction for the client to shift its focus to the healthcare sector.

The Tokyo office underwent restructuring in the second quarter of 2011 when 10 of its partners left to join K&L Gates. This included corporate partner Naoki Watanabe.

Described by one client as “uniformly solid across products” and “one of the most consistently outstanding firms in the region”, Davis Polk & Wardwell’s M&A work has received as many plaudits as its securities practice. In particular, clients appreciate the level of involvement of the partners and the “very deep bench of partners and associates” that produces an excellent work product all of the time. Partner Eugene Gregor and Theodore Paradise are both well respected figures. “Gregor is really smart,” says one client. “He is very good at having a functional way of thinking. He is very capable of finding out the actual solutions to legal issues.”

In a recent deal highlight, Paradise led a team for Chuo Mitsui Trust Holdings (CMTH), the sixth largest banking group by assets in Japan, on its management integration with Sumitomo Trust & Banking for an initial market capitalisation of US$14.7 billion. This created Japan’s fifth largest banking group and CMTH became a US bank holding company as a result of the deal.

“My experience with Freshfields has been very positive and very professional. The firm worked quite hard, and took ownership of our matter. It also gave the right mix of Japanese and English speakers,” says one satisfied client. The market leading team worked on the establishment of a joint venture between NEC Corporation and Lenovo Group, representing the latter. With a value of US$500 million, this transaction was one of the first significant M&A deals involving a Chinese bidder since the credit crunch.

Veteran partner James Wood will soon relocate back to London, and he will be succeeded as office head by James Lawden who has over 14 years of experience in Tokyo. On the bengoshi side, Takeshi Nakao is many clients’ favourite lawyer. “He has excellent legal knowledge and experience with good communication skills in English,” says one.

The three-partner M&A team at Herbert Smith is led by James Robinson and has 24 dedicated specialists. It has sector expertise in a number of areas, such as energy, TMT, infrastructure, financial services and heavy industry. NTT Docomo, Mitsubishi Electric Corporation, JTB and Sumitomo Corporation are some of the clients who have recently instructed the team.

For example, Mitsubishi Electric engaged Robinson on its acquisition of German-headquartered manufacturing company Vincotech from private equity owner The Gores Group. This demonstrated the firm’s ability to act on multi-jurisdictional matters and advise Japanese corporations in their outbound deals.

“The service of the firm was a good mixture of Western and Asian styles, and the language skills of the lawyers has been very helpful,” notes one client of Hogan Lovells. “The advice was focused on our commercial and legal interests, the lawyers took an active part in negotiations.” The team, led by Rika Beppu, houses both Japanese and foreign-qualified lawyers. Working in conjunction with the firm’s international network, the Tokyo team can be seen on many cross border deals.

One such deal saw the firm advise NTT Data Corporation on the acquisition of a 79.7% interest in Apex Systems, a Singapore-based provider of system development services with operations in India. Another matter of note was its representation of German-based HC Starck in its joint venture with Japan-listed chemical company Chisso Corporation.

Latham & Watkins considers its knowledge and representation of matters in highly regulated areas, such as telecommunications, power, infrastructure and broadcasting, as a key strength of a team that is led by Michael Yoshii. One deal that demonstrates this is its advisory role to Chubu Electric Power on its acquisition of a partial interest in five gas-powered generation assets in the US from independent power producer Tenaska.

The impressive Japanese and international law practices at Linklaters is an invaluable asset to clients, especially in today’s Japanese market when more companies are expanding overseas. “The strength of Linklaters is its global service network as well as strong support from Japanese domestic lawyers,” says one client. “Japanese clients sometimes suffer because of their lack of cross border experience. In such a case, support from the firm’s Japan office is much appreciated.”

Partner Hideo Norikoshi is advising NTT on its offer for South African IP firm Dimension Data for £2.12 billion (US$3.5 billion). When completed, this will be the largest acquisition of an African company by a Japanese buyer. Linklaters’ global footprint can also be seen in other transactions that involve entities in Germany, Italy, Hong Kong and Thailand, to name just a few.

“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.

One of the most successful stories in Japan, Morrison & Foerster has an enviable, market leading M&A practice. Managing partner Ken Siegel leads a firm team that is home to many talented partners. One client is a fan of Stanley Yukevich: “[He] has earned the respect of some very particular people here. This is due to not just his legal drafting abilities, but also his ability to make suggestions that, despite our unclear intentions, are exactly what we want.” Another client notes that Gary Smith is “the best M&A lawyer I have met”. Partners Fuyuo Mitomi, Ryugo Yoshimura and Randy Laxer are also widely respected by market commentators.

One matter that stands out from the firm’s strong deal list of last year is its representation of Tokyo-listed Astellas Pharma on its acquisition of OSI Pharmaceuticals. This is the first successful unsolicited cash tender offer for a listed US company by a Japanese company. The team also featured on one of the largest inbound strategic acquisitions in Japan to date, advising ON Semiconductor on its acquisition of Sanyo Semiconductor.

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.

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.

Since opening its Tokyo office in 2008, Norton Rose has won market recognition for its solid performance and the firm debuts in the M&A rankings this year. Partner Michael Joyce relocated from Brisbane in 2011 to add more firepower to a team that already features Chris Viner, Jeremy Gibb and George Gibson. Working closely with its other offices, the team has been active on many outbound transactions recently. Some of the highlights include advising Mitsui & Co on its acquisition of a 49% stake in a Chinese shipyard in Jiangsu Province in China, and advising Sumitomo Corporation on the acquisition of three waste water treatment projects in China.

The M&A group at O’Melveny & Myers had a successful year featuring on some of the largest deals in Japan’s M&A history. The firm is advising Western Digital Corporation on its US$4.3 billion acquisition of Hitachi Global Storage Technologies. The deal is expected to close at the end of 2011, when it will be the largest ever foreign acquisition in Japan. The respected Dale Araki is the lead partner on the deal and the team also features Mangyo Kinoshita and Scott Sugino, two up-and-coming practitioners within the firm.

The largest law firm in Osaka, Oh-Ebashi LPC & Partners focuses on domestic work and is a recognised force in the M&A market. Benefiting from its geographical location, many Osaka-headquartered companies in the technology and heavy industry sectors turn to the firm for legal advice. Also housing a branch in Tokyo, Oh-Ebashi was the first Japanese law firm to establish a physical presence in China when it opened its Shanghai office in 1995. Partner Shiro Kuniya is recommended by peers and clients for his work in this area.

Clients are happy with Orrick’s “client focused approach with a very friendly atmosphere”, and managing partner Mark Weeks is rated highly. “If there’s one skill that really distinguishes Mark, it’s his ability to really understand the differences between Japanese clients and foreign counterparts,” says one client. “He helps to bridge the gap in a very calm way.”

The firm advised Posco on its acquisition of a 51% stake in Japanese waste heat recovery company Xenesys. This deal is Posco’s first foreign acquisition outside the steel and natural resources industries, and it showcases Orrick’s ability to handle cross border matters and understand cutting edge technology.

Morgan Lewis

Morgan Lewis has a joint venture with TMI Associates and it is the largest joint venture in the Japanese legal market. The two firms are able to benefit from each other’s resources, allowing clients access to local knowledge and an international network. For example, Morgan Lewis-TMI provided US and Japanese law advice to Pacific Alliance Group on various transactions. This included a merger with a US entity owned by the three main founders of SCJ.

Paul Hastings has had a number of key lawyer departures in recent years, the latest one being Jun Usami’s move to White & Case in December 2010. The firm, however, maintains the highest level of services and clients fully trust a team that is led by Toshi Arai. “We would not have been able to do this without them,” says one client, who instructed the firm on a pioneering matter. “Paul Hastings’ advice was invaluable in helping us understand the pros and cons of the transaction.” A deal highlight this last year saw the firm advise Kobe Steel on its US$400 million joint venture with United States Steel Corporation.

Paul Weiss keeps a small team in Tokyo that concentrates on providing quality US law advice to clients on highly complex transactions. Tong Yu and Kaye Yoshino are the lead partners in the firm, and the duo are trusted counsel to clients such as Mitsubishi UFJ Financial Group, Citigroup, Sumitomo Corporation, NEC, NTT and Polo Ralph Lauren.

Yu worked on two share exchange transactions in 2010 for Nidec Corporation and Mitsubishi Electric Corporation, which respectively touched upon issues to do with going private and turning a company into a wholly owned subsidiary. The team also advised Japan Rental Housing Investments on its merger with Prospect Reit Investment Corporation. With approximately ¥183.5 billion (US$2.1 billion) in assets, the merger created the second largest Reit in the Japanese residential property market.

“We relied on Shearman & Sterling a lot. It understands our company’s status on negotiations and proposes what to do. In that sense, the firm is very responsive,” says a client. Acknowledged by peers of having a “legitimate M&A practice”, the firm stays in the top tier of the rankings for another year.

A dedicated M&A specialist, Ken Lebrun advised Mizuho Corporate Bank on its March 2011 acquisition of Eurekahedge, a Singapore-based company providing hedge fund research and data services. Another deal highlight saw him represent AHA in the US$481 million tender offer for and management buyout of Sazaby League. Managing partner Masahisa Ikeda is also actively involved on some of the firm’s M&A deals.

New to the rankings this year, the M&A practice at Simmons & Simmons receives much praise from clients. “[The firm has a] quick grasp of the issues,” says one. “Its technical knowledge and experience were all first rate.” Lead partner Jason Daniel is lauded as an “excellent technical lawyer with an understanding of strategy and negotiating techniques”. The firm has a joint venture alliance with TMI Associates and the two often work together. For example, Daniel and TMI partner Masaya Hirano advised Tomoaki Nagao on the sale of Nowhere, owner of the A Bathing Ape brand of streetwear, to the IT Group.

Under the leadership of leading lights David Sneider and Alan Cannon, Simpson Thacher & Bartlett is often rated as one of the best foreign law firms in Japan. “[There are] a lot of good foreign law firms in Japan, but among the big ones – in terms of M&A law and securities – Simpson Thatcher is probably as good as any other,” says one client. Peers also regard the team highly. “David Sneider is a lawyer that our firm has very deep trust in and respect for,” says one.

The team has enjoyed another outstanding year acting on various notable transactions. One example saw Sneider lead a team for a consortium of energy and resource companies in the acquisition of a 15% stake in Companhia Brasileria de Metalurgia e Mineração for US$1.95 billion. American International Group also turned to Sneider for advice on its US$4.8 billion sale of its Japan-based insurance subsidiaries to Prudential Financial.

The seamlessly integrated Japanese and foreign law advice on offer at Skadden is one distinguishing feature of the firm, which enables it to appear on both the local and foreign law rankings. The popular Mitsuhiro Kamiya leads the bengoshi team while Nobuhisa Ishizuka and Michael Mies are two main contacts on foreign law matters.

The firm has turned in another solid year, holding lead roles on many notable transactions. Some sample deals include representing Kawasaki Kisen Kaisha on its acquisition of a 51% interest in Air Tiger Express Companies. The firm also advised online shopping malls operator Rakuten on its US$247 million acquisition of counterpart PriceMinister. And the team worked on Hoya Corporation’s US$235 million sale of Hoya Magnetics Singapore to Western Digital Corporation.

Sullivan & Cromwell is one of the most sought after firms in Tokyo and clients enjoy working with market luminary Izumi Akai. “He is the best,” says an investment banking client, who regards the firm as his first choice for advice. “Sullivan & Cromwell is very reliable and knowledgeable, and is also well coordinated among its teams.”

Akai led a firm team advising Panasonic Corporation on its US$9.7 billion acquisition of Panasonic Electric Works and Sanyo Electric. The firm mainly assisted the client on US tender offer rules and share exchange rules. The deal is a strategic move for Panasonic to enhance its business in environmentally friendly products.

TMI Associates suffered a blow in November 2010 when a team of seven partners left to join Atsumi & Sakai. To re-energise the practice, the firm poached Noriko Sakai and two associates from O’Melveny & Myers at the beginning of 2011. Although the past year might have been a bit rocky, TMI continued to land significant mandates. Some examples saw it advise Pacific Alliance Group on its acquisition of Secured Capital Japan, and represent Marunouchi Capital’s fund on the acquisition of a general supermarket chain. TMI also works closely with its joint venture partner Simmons & Simmons, and the two cooperated in the sale of Nowhere, the owner of the A Bathing Ape brand of streetwear, to the IT group.

White & Case expanded its M&A team in the past year with the joining of bengoshi partners Jun Usami and Ayako Kawano from Paul Hastings. Housing a team of Japanese and foreign lawyers, the firm can often be seen on cross border deals. A notable transaction saw Brian Strawn and his team act as special Japan counsel to French automotive components manufacturer Valeo on its acquisition of over 97% of the shares in Niles, a maker of automotive switches and electronic components.