Joint Venture Termination Surprises
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Authors
Stephen is a leader of our Cross-Border Transactions Group. Stephen was previously associated with top-tier U.S. international law firms for 12 years, and has experience running cross-border transactions on the ground in the United States, Japan, Singapore, India, Indonesia, and Thailand. Stephen has represented U.S. and non-U.S. buyers and sellers in cross-border corporate transactions in various industries and deal structures, including stock and asset acquisitions, mergers, private equity and venture capital investments, joint ventures and strategic alliances.
Since joining Nishimura & Asahi in 2004, Stephen has represented numerous multi-national clients in connection with their investments into Japan and their ongoing general commercial transactions (including franchising, licensing, employment, corporate governance and commercial real estate leasing matters). Stephen also has extensive experience leading and documenting Japanese and cross-border due diligence exercises with respect to various industries, and representing Japanese clients in connection with their multi-jurisdiction corporate acquisitions. Stephen is frequently praised by clients for providing cutting edge practical solutions.
Stephen also has represented U.S. issuers in the United States, foreign private issuers from numerous jurisdictions in Asia and global investment banks in connection with their capital markets transactions, including registered initial and follow-on public offerings in the United States, Rule 144A/Regulation S equity and debt offerings, block trades, dual listings and privatizations, and also assessing whether exemptions exist to the application of U.S. securities laws to overseas business transactions.
Stephen writes and lectures widely on his legal practice specialties.
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Masaki Noda is a partner at Nishimura & Asahi, practicing corporate and M&A including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and going-private transaction by PE funds.
Among various types of M&A transactions, Masaki Noda has been advising on many complicated and sophisticated deals requiring structuring of various aspects, such as taxes and outbound and inbound cross-border transactions. Some major transactions he has advised on as lead counsel are the defense of Nippon Paint against a hostile acquisition attempt by Wuthelam Holdings in Singapore; the acquisition of equity interests in Post Advisory in the US by Nippon Life; Rakuten’s purchase of shares in Taiwan Rakuten from Presidential Group in Taiwan; the acquisition of shares in GA Telesis by Century Tokyo Leasing; Nippon Paint’s issuance of shares to Wuthelam Holdings in Singapore and purchase of equity interests in JVs from Wuthelamm Holdings in eight jurisdictions (China, Hong Kong, Singapore, Malaysia, Pakistan, Sri Lanka, Vietnam and Bangladesh); Rakuten’s alliance with AirAsia and formation of a joint venture in Japan (i.e., AirAsia Japan); Nippon Life’s purchase of 80% of the shares in MLC Limited specializing in the life insurance business, after carving out the investment business from National Australia Bank and MLC’s 20-year distribution agreement with National Australia Bank; and a merger of equals with equity consideration between a large Japanese listed company and a US listed company.