Japan: M&A and Governance 2016
The market has continued to see significant activity in the M&A space in Japan throughout 2016. Last year saw a number of Japanese companies spend big on acquisitions, with outbound transactions exceeding $82 billion for the first time ever. Despite market uncertainty and continued stagnation in Japan, the robust and buoyant M&A market seems to have continued into the first part of the year, and Japanese lawyers have reported no let-up in activity. A number of Japanese companies are still looking to acquire foreign companies – Asahi has made an offer for three Anheuser-Busch InBev beer brands including Peroni, Grolsch and Meantime – in order to grow outside of the shrinking Japanese market. Twenty-nine corporate specialists are selected in this chapter.
Nishimura & Asahi leads our research this year with six listings. Longstanding devotee to the corporate bar Koichi Kusano is deemed a “first-rate” practitioner with a wealth of expertise in international M&A transactions. Masakazu Iwakura is deemed “a heavyweight corporate lawyer who is right at home handling large and complex cross-border M&A transactions”. He has an impressive track record which includes the UFJ Bank Group and Mitsubishi Tokyo Financial group merger, and Prudential Financial’s acquisition of AIG Edison Life and AIG Star Life. Foreign law partner Stephen Bohrer* is noted for his impressive practice covering general corporate and M&A transactional work. Clients praised his “professional, responsive and proactive manner”. The “outstanding” Yo Ota specialises in corporate compliance and inbound M&A transactions. One respondent notes that he is “a diligent and canny operator”. They are joined by Asa Shinkawa, who one source described as “a tremendous lawyer known for providing excellent advice to international corporates on inbound transactions”. Takashi Ejiri is regarded as “a grandee” of M&A, and one of the most respected figures at the bar.
Nagashima Ohno & Tsunematsu performs strongly with five outstanding nominees selected. Co-managing partner Hiroki Inoue earns widespread acclaim for his “international outlook” and “receptive approach”. One source commended Inoue for providing clients with “specialised, local knowledge that is invaluable during the transactional process”. Kei Asatsuma’s fantastic practice focuses on complex transactional issues surrounding M&A transactions. He is also “an authority” on corporate governance issues. According to clients, he is “a highly competent corporate lawyer whose diligence and attention to detail make him a real asset during transactional work.” Hiroshi Mitoma specialises in M&A transactions and corporate governance matters. One respondent described him as “consistently top-drawer, excelling in complex cross-border transactions”. Kenichi Fujinawa has over 30 years of experience advising both domestic and international clients on M&A transactions and corporate governance matters. One respondent noted that he is “highly intelligent and extremely knowledgeable in international business law”. Shintaro Takai is “a strong performer” praised for his “tireless work ethic” and adept handing complex M&A transactions.
Anderson Mori & Tomotsune is home to four leading practitioners. Hiroki Kodate is praised by clients and peers alike for his “excellent working knowledge of Japanese corporate law”. He regularly advises both domestic and international clients on large cross-border transactions. Osamu Hirakawa is “a prominent figure in the market” renowned for his ability to handle the diverse parties at play during complex cross-border M&A transactions. Kenichi Masuda is held in high esteem by peers and clients alike who praise his “thoughtful and measured advice”. Foreign attorney James Minamoto* is seen as “a go-to lawyer” for international companies looking to carry out business activities in Japan. One client noted that he is “dynamic and effective in all that he does”.
Mori Hamada & Matsumoto is home to three excellent lawyers. Yuto Matsumura specialises in M&A transactions in the banking and financial sector; he is “receptive and proactive” say sources. Gaku Ishiwata is “highly sought after” for his expertise in cross-border M&A transactions. Sources describe him as “a consummate professional who always goes the extra mile for his clients”. Ishiwata’s corporate governance practice is highly recommended with particular experience dealing with matters relating to shareholder relations. The “eminent” Harumichi Uchida is a market leader in the corporate M&A space who is renowned for his “intelligent handling of matters” and his “exceedingly high level of service and professionalism”.
Morrison & Foerster is represented by two outstanding individuals: Kenneth Siegel* and Gary Mitchel Smith*. Siegel is the managing partner of the firm’s Tokyo office and heads the 50-strong M&A team and specialises in representing high-technology companies in acquisitions, joint ventures and strategic alliances. One client commended Siegel as “a true star”. Meanwhile, peers regard Smith as a “cross-border transactions guru” with one client describing him as “an exceptionally talented negotiator who always manages to push the deal through favourably”.
Skadden Arps Slate Meagher & Flom is home to one leading bengoshi and one foreign attorney. Heading the firm’s corporate offering in Tokyo is Mitsuhiro Kamiya. He is renowned for his diligent approach to transactional work and has a wealth of expertise across the high-technology, media and telecoms, financial institutions and private equity and retail sectors in particular. Nobuhisa Ishizuka* is “one of Japan’s premier corporate lawyers” according to one source. His practice focuses on representing US and international clients in a broad range of corporate transactions.
At Japanese corporate law firm Atsumi & Sakai, two lawyers are recommended. Saori Hanada offers domestic and international advice on cross-border transactions. One client stated that Hanada’s “structuring of the transaction was thorough and her explanation to us was very precise, yet easy for us non-legal people to understand”. Masayuki Matsuura is also recommended for his impressive practice focusing on representing Japanese and foreign clients in M&A transactions.
Kenneth Lebrun* at Shearman & Sterling is “a client favourite” with considerable proficiency in public and private cross-border M&A, joint ventures, strategic alliances and private equity transactions. He also has considerable experience advising public companies on corporate governance and takeover defence issues. One peer adds he is “very personable and easy to work with”.
At Simpson Thacher & Bartlett, the “tremendous” David Sneider* is a well-established name in the market who many domestic and international clients consider a “go-to lawyer for cross-border transactions” in the region. Sneider has been involved in some high-profile M&A transactions including KKR’s acquisition of Pioneer Corporation’s DJ equipment business and Murata Manufacturing’s $465 million acquisition of Peregrine Semiconductor Corp.
Paul Weiss Rifkind Wharton & Garrison’s Kaye Yoshino* is praised for her “superb knowledge of international corporate law and US regulatory matters”. One client recommended her for possessing “a calm and collected outlook, even during the most stressful of cross-border transactional work”.
Baker & McKenzie’s Hideo Norikoshi* is “a veteran corporate lawyer” with over 20 years of experience advising clients in relation to prospective M&A transactions, joint-ventures and corporate finance matters in Europe and Asia. According to respondents, Norikoshi is “a fine lawyer, well-equipped to deal with complex transactional work”.
* Foreign-qualified lawyer