Acquisition of Showa Yakuhin Kako Co., Ltd. by the Union of GC Corporation and Unison Capital, Inc.
People
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.
Takashi is a seasoned finance lawyer with experience in various types of financing transactions, including acquisition finance/private equity, venture finance, securitization, real estate finance and asset management, having particular strength in crosscutting financial transactions. By integrating his abundant and wide ranging knowledge and experience, he regularly provides multilateral advice to domestic and international financial institutions, mezzanine investors, private equity funds, venture capital funds, real estate funds and asset management companies. In the field of acquisition finance, where Takashi enjoys an impressive reputation according to Chambers, Legal 500 and IFLR, as a core member of our acquisition finance practice, he has advised our clients in a large number of acquisition financing transactions such as LBO/MBO. His strength has been especially demonstrated in transactions having novel and complex structures. Takashi also has a wide ranging of experience in the field of venture finance. Representing one of the largest Japanese venture capital funds, he has advised on venture capital investments in more than 200 startups around the world including Japan, US, UK, Singapore, Canada, Israel, India, Netherlands and South Korea.
Noriya advises national and international clients from various industries, with a focus on multi-national data protection law projects, such as drafting policy, data transfer agreements and out-sourcing agreements, IT compliance questions, and data breach issues. Since he has experience working with local counsel in more than 80 jurisdictions, he has in depth knowledge of the similarities and differences among data protection laws in many jurisdictions. He can provide his advice taking into account the difference of Japanese laws and other main data protection laws such as the GDPR, CCPA, and PIPL (China).
Mr. Ota has a breadth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic / international Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.