Fujitsu Ltd. - Tender Offer for Shares in Fujitsu General Ltd.
Nishimura & Asahi advised Fujitsu Ltd. [TSE: 6702] on a tender offer for common shares in Fujitsu General Ltd. [TSE: 6755], an air conditioner manufacturer. We also advised on a subsequent squeeze-out by Paloma Rheem Holdings Co., Ltd., a Japanese oven range and water heater manufacturer.
The team was led by partners Yo Ota and Yamato Nozawa from our corporate/M&A practice, Naoko Omukai from our IP practice and Junko Wakabayashi from our competition/antitrust law practice.
People
She has a strong track record of representing domestic and overseas clients before the Courts and Patent Offices in Patent, Trademark and other IP disputes and proceedings, including a case that resulted in the first Grand Panel Decision of the IP High Court in Japan. In addition, she has been involved in IP transactions for business development, including license franchising, and corporate projects with Brand & IP strategies. She has been a committee member of the Industrial Structure Council of the Ministry of Economy, Trade and Industry (METI) of Japan, a member of the special consulting committee for the Minister of METI, and a director of the Japan Trademark Association. In addition, she oversees many lecturers at IP seminars sponsored by bar associations, patent attorney associations, the Japan Intellectual Property Association, etc.
Yamato’s practice area covers various M&A transactions, including cross-border M&A deals for stock consideration; shareholder activism; corporate governance, including officers’ remuneration and management of subsidiaries; disclosure; guidance for shareholders meetings, including virtual shareholder meetings; securities litigation; preparation of legal opinions; and development of new structures for share-buybacks using trusts. Yamato also worked at the Ministry of Justice of Japan for two years and mainly engaged in the reform of the Companies Act. Yamato is also known for his expertise in the latest trends in revision of corporate legislation, including the Companies Act and the Financial Instruments and Exchange Act, by maximizing his experience working at the Ministry of Justice of Japan. Yamato has continued to work diligently on writing articles and delivering lectures with respect to corporate legislation and has shared his expertise with our potential clients in a clear, straightforward manner.
Junko Wakabayashi specializes in antitrust and competition law. She has extensive experience with various antitrust matters and issues, including merger filings, cartels, transactional matters, and compliance, in both domestic and cross-border cases. She regularly engages with global clients and negotiates with competition authorities on their behalf. Due to her prior experience at the Ministry Land, Infrastructure, Transport, and Tourism, where she engaged in policy and rule making, as well as operations, and built a network of connections in government offices, Junko has a deep knowledge and understanding of regulations and government affairs, particularly those that impact transportation industries (e.g., aviation, automotive). She was seconded to a major energy company, where she acquired familiarity with the energy industry. Her wide range of experience enables her to provide precise, tailored advice that accurately addresses and responds to each client’s needs and business operations.
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.