Corporate

Our corporate team led by Akira Nakazawa acts for domestic and international clients in various industries and advises on a wide range of corporate issues including corporate governance, M&A and corporate finance. Based on experiences in working at Tokyo offices of leading global law firms, we provide with practical and strategic advice to resolve various issues from the perspectives of both Japanese and western minds.

M&A

We advise on various M&A transactions including merger, stock exchange, business transfer, corporate split, share acquisition for domestic corporations as well as foreign corporations in various jurisdiction which are in need of M&A related Japanese law advice. Our team advises on all aspects of transactions including due diligence, term sheet, internal procedures, negotiations, documentation as well as necessary regulatory filings.

Corporate Governance

We advise on corporate governance issues such as directors’ duties and liabilities, board’s roles, internal control system, and disclosure.Our team has vast experiences in advising companies in various industry sectors to strengthen their governance system in order to maximize companies’ value.

Corporate finance

We advise our clients in relation to various corporate finance transactions including issuance of preferred shares, corporate bonds, warrant, IPO. We catch the real purposes of the transaction and advise how best to use instruments to raise funds. We also advise for the investors who are investing in Japanese companies. We provide practical and strategic advice to maximize the interests of all stake holders.

Selected matters

Our experience includes advising:

• ・On merger between listed corporations
• ・A Japanese listed company in relation to its acquisition of a foreign listed company
• ・Private equity funds with respect to investment in public and private Japanese companies
• ・Foreign funds to acquire shares of Japanese listed companies
• ・US insurance companies to sell all shares of its Japanese life insurance subsidiary
• ・Japanese venture companies to issue preferred shares to various investors
• ・On business sales between global medical devices manufacturers
• ・Japanese listed companies with respect to strengthen their governance and compliance system
• ・Other overall Corporate Law and Commercial Code issues