Nishimatsu Construction Co., Ltd. - Capital and business alliance with ITOCHU Corporation

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.

Mr. Kimeda’s main areas of practice are Corporate Crisis Management and Litigation. As for Corporate Crisis Management, he has extensive experience in corporate scandal cases, including window-dressing, misrepresentation of financial statements, insider trading, antitrust (bid rigging, price cartels, and abuse of dominant position), product defects, misleading representations of products, divulging confidential information, bribery, political funding, money laundering, breach of industrial regulations, and factory accidents. In these types of cases he has specific expertise on the issues of internal investigations, third party committee investigations, defending against criminal and administrative investigations, public relations, rebuilding compliance systems, reforming corporate governance, and handling the related civil litigation. He also serves as an outside whistleblower hotline channel for a number of companies. As for litigation, he has considerable experience in tax disputes, shareholders disputes, and other types of corporate litigation. He is the author of numerous legal articles and has also been involved in the process of making laws and regulations. He has been recognized as one of the “Most successful lawyers” by the NIKKEI for the last several years as below.

2023 Corporate Crisis Management category 1st
2021 Corporate Crisis Management category 1st
2020 Corporate Crisis Management category 1st
2018 Corporate Crisis Management category 2nd
2014 Corporate Crisis Management category 2nd
2011 Corporate Crisis Management category 3rd
2022 Corporate Legal Affairs category 9th
2016 Corporate Legal Affairs category 10th
2015 Corporate Legal Affairs category 8th
2013 Corporate Legal Affairs category 2nd
2012 Corporate Legal Affairs category 4th

Daisuke Matsubara is a partner at Nishimura & Asahi. His practice covers a wide range of areas such as M&A, shareholder meetings, corporate-related litigation, corporate governance, and general corporate matters. Based on a wealth of knowledge and experience in these areas, he excels in large-scale and/or highly-complicated M&A/corporate transactions. Among other matters, he represented Japan Airlines Co., Ltd. in their filing for corporate reorganization proceedings, Suntory Holdings Limited in their acquisition of Beam Inc. and Sharp Corporation in their third party allotment of shares to Hon Hai Precision Industry Co., Ltd. Recently, he has advised on a number of hostile takeover defense cases and shareholder activism cases. He represented Toshiba Machine Co., Ltd. (currently Shibaura Machine Co., Ltd.) in their introduction of contingency takeover defense measures (the first case in Japan) against an unsolicited TOB for their shares, Invesco Office J-REIT, Inc. in their defense against an unsolicited TOB for their investment units and Tokyo Kikai Seisakusho, Ltd. in their introduction of contingency takeover defense measures against a rapid increase of shares in the market.

Since joining Nishimura & Asahi in 2006, Yasunori has dealt with various M&A transactions in Japan and overseas. In particular, with respect to transactions involving listed companies, he excels at strategizing flexibly based on the complex circumstances and needs of the parties concerned, and seeing such projects to completion. When handling M&A transactions, he places an emphasis on maximizing the benefit to his clients while giving due consideration to the overall benefit to all of those involved. In addition to the above, Yasunori has advised on defenses against hostile takeovers and responses to shareholder activism for companies such as Toshiba Machine (currently Shibaura Machine) and Tokyo Kikai Seisakusho. In recent years, he has also provided advice for the acquisition side of hostile takeovers, with industrial companies as his clients.