In a pandemic-hit year when dealmaking was more of a challenge than usual, certain lawyers stood out for their innovation, determination and focus on client needs. In this annual feature, ALB spotlights some of the standout dealmakers in the year gone by.
Partner, Nagashima Ohno & Tsunematsu
Araki, a capital markets expert, has more than two decades of experience. He represents numerous major Japanese financial institutions, manufacturers, technology companies and retailers. He also has a strong relationship with many major investment banks in Japan.
Araki has acted on numerous matters including, most recently, advising Nomura, Goldman Sachs and SMBC Nikko on the $3 billion global offering of common stock of ANA Holdings (holding company of the largest airline in Japan) in the midst of the COVID-19 outbreak. He also advised Goldman Sachs and other managers on $4.3 billion accelerated book-built offering (ABO) of Yahoo Japan’s stock by Altaba in 2018 as well as $2.87 billion block trade sale of Softbank’s stock by Softbank Group in 2020. These inter-national transactions were the biggest-ever ABO or block trade sale of stock of a Japanese issuer, respectively.
Other noteworthy matters that Araki acted on include advising on innovative deals in 2020: Japan’s first block-chain-digital asset bond deal of Nomura Research Institute as well as Japan’s first tax-qualified “spin-off” IPO transaction of Koshidaka Holdings.
Besides this, Araki has advised Nomura Holding on its first issuance of TLAC notes in the global markets for a total offering amount of $3 billion in 2020. The notes issued in this transaction were required to meet certain capital criteria provided by the FSA of Japan to ensure the loss absorption mechanism if orderly resolution measures are taken against their issuer under the applicable laws. He also represented Panasonic on its $2.5 billion 144A/Reg S “debut” offering of the notes in 2019.
In addition, Araki has been very active in the IPO. In 2020, he advised Plaid, a Tokyo-based website analytics company on its global initial public offering as well as underwriters on the global initial public offering by Forum Engineering, a leading staffing service company for engineers in Japan.
MASAHIKO (MASA) ISHIDA
Partner and Head of Corporate – Japan,
DLA Piper Tokyo Partnership
Masahiko (Masa) Ishida’s practice focuses on corporate M&A as well as venture financing, capital markets and general corporate matters. He has more than 17 years of experience in the legal industry and is admitted in Japan and New York.
Some of the clients that Masa has represented include Ping An, General Electric Company, A.T. Kearney. Marubeni Corporation, Citizen Watch, Japan Bank for International Cooperation (JBIC), NTT Docomo, and Asahishuzo.
Masa has also recently advised Ping An on its significant investment in Tsumura & Co., a Japanese leading listed manufacturer of Chinese medicine. He also represented UBIC Inc, (current company name is Fronteo) on its Nasdaq listing. This is the very first Nasdaq listing for a Japanese company in the 21st century.
In addition, Masa counselled Terumo Corporation on its acquisition of Bolton Medical, a leading innovator in thoracic and abdominal stent graft systems. The deal is a large and complex multi-jurisdictional deal involving over 10 countries. Masa has a history of acting on some of the large deals in Japan, and as such he also recently advised Zensho Holdings, the largest player in the Japanese food industry, on its acquisition of Advanced Fresh Concepts Corp., an in-store sushi chain with more than 4,000 locations throughout the United States, Canada, and Australia.
Masa also led the DLA Piper team in advising Embark Studios AB, a Stockholm-based game production company and its founders on its agreement to sell a major stake in Embark Studios AB to Nexon, a Japan-based listed company mainly engaging in the production, development and delivery of online games. On top of this, Masa advised two Japanese listed companies, Marubeni Corporation and Nippon Paper Industries Co., Ltd on the sale of the shares in their Canadian joint venture, Daishowa-Marubeni International Ltd.
As a result of Masa’s marketing-leading work, he was appointed a member of The Cool Japan Inbound Investment Growth Committee organised by the Ministry of Economy, Trade and Industry in Japan. Additionally, he was appointed as an outside general counsel by the Tokyo Metropolitan Government for the 2020 Tokyo Olympics and the 2019 Rugby World Cup. Masa is also an outside auditor for the Fulbright Alumni Association of Japan.
MOK H. KIM
Partner, Bae, Kim & Lee
Kim, who has 16 years of experience in the legal industry, is a specialist in corporate/M&A. Among the matters that he advised on, Kim represented Tesco, a UK-based multinational grocery and general merchandise retailer, on the sale of Homeplus, Tesco’s South Korean business worth approximately $6 billion.
Besides this, Kim has counselled Samsung Group on the sale of its chemical subsidiary (Samsung General Chemicals) and its defence subsidiary (Samsung Techwin) to the Hanwha Group for nearly $1.6 billion. He counselled Unilever, the global consumer goods giant, on the acquisition of Carver Korea, a leading skincare and cosmetics company in Korea well known for its AHC brand for an amount of $2.7 billion (approximately).
In addition, Kim counselled Delivery Hero, a German listed company and a global food delivery service provider, on the acquisition of Woowa Brothers, a leading food delivery service provider in Korea for approximately $4 billion. Kim and his team played a leading role as a legal advisor to their client in developing the deal structure, negotiating the transaction documents with founders of Woowa Brothers and investors and conducting legal due diligence on Woowa Brothers and its subsidiaries. This transaction is under review by the Korean antitrust authority and is expected to close upon receipt of the antitrust clearance.
He also represented Affinity Equity Partners (AEP), one of the largest dedicated Asian private equity firms, on its investment in Shinhan Financial Group, Korea’s major financial company for nearly $508 million as well as advised BlueRun Ventures (BRV), a Silicon Valley venture capital, on the investment in a newly merged company of two Thai companies, Line Man and Wongnai Media.
Partner, Mori Hamada & Matsumoto
Morita, who has been a partner at MHM since 2013, has more than 15 years of experience. His practice focuses on mergers and acquisitions, reorganisations, private equity, venture capital/start-ups, corporate and commercial disputes, corporate governance, shareholder relations and corporate governance – general crisis management.
Morita advised on the business integration between Z Holdings Corp. (ZHD) and LINE Corp. (LINE). ZHD and its group, including ZHD’s subsidiary Yahoo Japan Corporation, is one of the most famous online services companies having a large number of users in Japan (ZHD group has 67.43 million average monthly users and 140 million total active monthly users for all the group’s apps). LINE operates the most common messenger application in Japan and some Asian countries, and has a large user base (LINE group has 82 million active monthly users in Japan and 104 million active monthly users outside of Japan). This deal combines the businesses of both groups, aiming to become a leading AI technology company that leads the world from Japan and Asia, and countering global tech giants from the U.S. and China such as Google and Apple. This deal was very complex and important from the legal perspective as well.
Morita also counselled on the transfer of the issued share of Sanden Retail Systems Corporation, which is a publicly listed company. It transferred all of the issued shares of Sanden Retail Systems Corporation (hereinafter referred to as SDRS), its consolidated subsidiary, and the loan receivables that it holds against SDRS to SDRS Holdings Corporation, formed through contributions from affiliated business entities operated by Integral Corporation (ITG).
Additionally, Morita is the head of MHM’s recruiting committee and also a member of the committee that oversees all counsels and associates.
Partner, Nishimura & Asahi
Ota, who has nearly three decades of experience, has been a partner at Nishimura & Asahi since 2003. He focuses on corporate and commercial transactions, M&A, defence against shareholder activism, compliance, startups and venture capital, capital markets, international taxation, civil and commercial disputes, telecommunications/media, corporate crisis management, tax counselling, tax disputes.
Among his important matters, he defended TBS Holdings against a hostile takeover attempt by Rakuten about a decade ago. Here he served as leader of the team and worked primarily on super-vising the case, planning the overall strategy and drafting and reviewing most of the relevant corporate documents.
Ota also counselled Takeda Pharmaceutical Co. on the acquisition of Shire plc in 2019. This was the largest acquisition ever conducted by a Japanese company, and it was named the M&A Deal of the Year (Premium) and Debt Market Deal of the Year at the ALB Japan Law Awards 2019.
Other matters that Ota counselled on included advising on the merger of UFJ Holdings and Mitsubishi Tokyo Financial Group, representing Takeda Pharmaceutical Co. on the sale of healthcare business to Blackstone and advising Stripe International on the acquisition of stake in Vietnam’s Global Fashion Trading Corp.
He also defended Toshiba Machine against a hostile takeover attempt by City Index 11th Co. this year. He served as the leader of the team and worked primarily on supervising the case, planning the overall strategy, and negotiating with relevant authorities in Japan.
A few of Ota’s clients include Mitsubishi Heavy Industries, Takeda Pharmaceutical Co., Yahoo Japan Corporation, Kobe Steel, Ltd., TBS Holdings, Fujitsu Limited, SoftBank Group Corp., Tokyu Fudosan Holdings Corporation, Colowide Co., and Tokyo Dome Corporation.
Ota was named as Dealmaker of the Year at the ALB Japan Law Awards 2020. He was also named a Leading individual by Chambers Global 2020 for Corporate/M&A and also a Leading individual by Chambers Asia-Pacific 2020 for Corporate/M&A and Tax. He was also named a Leading Individual for Tax by Legal 500 Asia Pacific 2020.
Senior partner, AZB & Partners
Rau has over two decades of experience in the legal industry. He is well versed in mergers and acquisitions, joint ventures, general corporate, private equity, investment funds, financial regulatory and securities laws, financial services and fintech, insurance and private client practice.
Rau’s noteworthy matters included advising Jio Platforms on its $20.6 billion investments from 13 globally reputed strategic and financial investors, including Facebook and Google, in India’s largest FDI ever. He also advised Larsen & Toubro on its $1.5 billion first successful hostile bid in India to acquire a controlling stake in Mindtree, a listed IT services consulting company.
Furthermore, Rau represented the State Bank of India on its merger of six banks to create a global top 50 bank with an asset base of over $450 billion the first-ever large–scale consolidation in the Indian banking sector. He also advised Holcim on Indian aspects of its $41 billion global merger with Lafarge, to create LafargeHolcim, including the $1.4 billion sale of Lafarge India to Nirma.
Besides this, Rau also led on Tata’s $450 million acquisition of the Tetley Group, India’s first large overseas direct investment as well as advised on Brookfield Asset Management on its JV with the Everstone Group for the acquisition of a majority stake in Indostar Capital Finance Limited, a listed NBFC, for $1.4 billion. He counselled PAG Capital on its proposed acquisition of a 51 percent stake in the wealth management business of Edelweiss and represented Qatar Investment Authority on its $170 million investment to acquire a 25.1 percent stake in Adani Electricity Mumbai.
He led Tiger Global on its investment in Dream11 as part of a $225 million funding round; Tiger Global on its investment in Zomato as part of a $160 million funding round; Tilden Park on its 22.5 billion rupees investment in Yes Bank; and KKR on its 15.54 billion rupee investment to acquire five solar assets from the Shapoorji Pallonji Group.
Senior partner, Atsumi & Sakai
Scott is an accomplished sports, media and entertainment, e-sports, intellectual property rights, sports rights protection, sports governance and integrity, mergers and acquisitions, international litigation and arbitration lawyer with 23 years of legal experience.
He has advised on numerous matters including representing World Rugby on the Rugby World Cup 2019, a six-year project, as well as representing global broadcasting companies, sponsors and all its related companies in their legal work in Japan. In addition, Scott continues to advise other sports federations on their major international sporting events in Japan and in other countries around the world.
Scott was the managing director of the World Rugby entity for the Rugby World Cup 2019, head of legal rights protection for the Rugby World Cup 2019 for World Rugby as well as the legal counsel for the Rugby World Cup 2019 for World Rugby.
A few of Scott’s clients include World Rugby, BBC Global News, Iluka, Singapore Sportshub and International Baseball Federation and other major international sport federations.
Scott has been a part of the Atsumi & Sakai team that won the Overseas Practice Law Firm of the Year at the ALB Japan Law Awards 2020 – a title that the firm has received for three consecutive years.
Besides this, Scott is a member of the Daini Tokyo Bar Association Sports Law Study Group and the Japan Sports Law Association and has presented on governance and integrity in sport to the Japanese government. He is also currently in the process to complete a book for international major sporting events and the legal approach.
Scott’s subject-matter expertise in both corporate mergers and acquisitions, and sports law has led to formal recognition as one of the best lawyers in Japan for nine consecutive years, and was an executive council committee member for the Australian New and Zealand Chamber of Commerce Japan.
Scott says that his “motivation is values-based, and my job satisfaction comes first and foremost from applying my skills and knowledge to support others to achieve their goals, in what-ever form they take.”
2020 DEALMAKERS OF ASIA
Audrey CHEN 陈子若
Grant CHEN 陈臻
FU Siqi 傅思齐
GUO Kejun 郭克军
HU Zhengzheng 胡铮铮
Charles LI 李朝应
LI Yunbo 李云波
LIN Huawei 林华伟
George NIU 牛振宇
TANG Lizi 唐丽子
WU Xiaoliang 吴小亮
ZHANG Xiaohong 章晓洪
Xiaodong ZHENG 郑晓东
Rishabh Gopesh Mastaram
Anup S Shah
Ibrahim S. Assegaf
Cornel B. Juniarto
Dewi Savitri Reni
Jennifer B. Tumbuan
Alan G. Cannon
Ian S. Scott
John A. Tessensohn
Munir Abdul Aziz
Mark S. Gorriceta
Aris L. Gulapa
Sylvette Y. Tankiang
Jae Young Chang
Mok H. Kim
Sang Gon Kim
Jin Kook Lee
Jong Hyun Park
Aris L Gulapa
Luu Tien Ngoc