Communication Protocols for Strategic Investors (July 2019)
This issue of the Corporate Counselor provides specific guidelines that a strategic investor could implement to minimize the risk that it will receive material non-public information during the pendency of a securities transaction with a portfolio company in which it has a designee serving on the board.
Authors
Based in New York, Yusuke has advised on numerous M&A transactions, such as domestic/cross-border acquisitions and alliances, TOB transactions, going private/MBO transactions, joint venture transactions, venture capital investments, and group reorganizations, with a focus on Japan-U.S. cross-border M&A transactions. He has also handled various cross border cartel cases for domestic and foreign clients. He also regularly provides U.S. and global clients doing business in Japan with corporate governance, compliance, risk management, labor, intellectual property, and other general corporate advice.
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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.