Advantage Partners Inc. and Tokyo Century Corporation: Acquisition of Showa Denko Materials Co., Ltd.’s energy storage devices and systems business

Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.

He has handled mainly China's legal affairs for more than 20 years, and has a wealth of experience advising numerous Japanese companies investing in China, Chinese-related M&As, corporate restructuring and withdrawal, crisis management, intellectual property rights, labor, litigation and disputes, and Chinese companies' investment projects in Japan. Having spent more than 10 years in Shanghai, China he has earned the trust of his clients thanks to his ability to solve problems in the field. He has written numerous books, papers, and lectures in the fields of Chinese legal affairs and intellectual property.

Kaz is a partner in our Corporate practice. He has strong expertise in various M&A transactions including outbound/inbound deals. He is unique given his broad activities throughout his career, such as professional experience in a management consulting firm and a private equity fund, as well as the start-up of our Hanoi office in Vietnam. Leveraging his insights gained from this experience, he always provides clients with tailored services in a timely and flexible manner.

Masataka Sato has extensive experience with a broad range of cross-border M&A transactions in the ASEAN region, including investments in and acquisitions of listed companies, self-owned or family-owned companies and start-up companies, the formation of joint venture businesses, as well as real estate development projects (including REIT). He also provides advice and solutions in relation to corporate governance, labor, and regulatory compliance matters at the PMI stage.

Tokuhiro Matsunaga has handled a wide variety of cross-border M&A transactions in Asia and other regions. Recently, he has been focusing on the expansion of N&A’s Thai legal practice, and provides hands-on support to both Japanese and international clients that invest or are located in Thailand. He advises clients from both corporate/M&A and competition law perspectives, and has prevailed in a broad range of complicated cases, such as M&A transactions that involve serious antitrust issues. In addition, he has extensive experience with competition law investigations by the Japanese Fair Trade Commission, as well as investigations by other competition authorities in more than 15 countries. He also advises on other legal practice areas, including corporate governance, shareholders’ meetings, countermeasures against hostile takeovers and shareholder activism, compliance enhancement, internal investigations, and whistleblowing cases. He is adept at precisely understanding clients’ needs, and works carefully and efficiently to achieve the optimal outcomes for his clients.

Ing-Chian is a lead partner of our Taiwan practice group. As one of the few Taiwanese lawyers based in Japan, she handles a wide variety of matters for clients that conduct business in relation to Taiwan, such as M&A, finance, real estate, competition law/antitrust law, IP, and other international legal matters.
Notably, she was the first Taiwanese lawyer ever to be registered as a Gaikokuho-Jimu-Bengoshi (Registered Foreign Lawyer in Japan) qualified to practice law in Taiwan. She is based in Japan, but serves as a Co-Representative of our Taipei office, and provides our Japanese and Taiwanese clients with seamless, timely legal support for both their inbound and outbound legal needs.

Hiroyuki has extensive experience working on various aspects of IP-related matters, including licensing, transfers, due diligence and IP arrangements in M&A transactions, joint development, and contentious matters. The majority of his work in the IP field involves cross-border transactions, in which he has considerable experience negotiating complex IP deals. He also has extensive experience working on ICT matters, such as software development arrangements and disputes, as well as analysis of new online businesses, utilizing the knowledge of software development and the Internet he acquired when working for a software development company prior to becoming an attorney and subsequent learning of the same. Furthermore, he provides Japanese subsidiaries of software companies headquartered outside of Japan with advice on general corporate matters. Last but not least, he has been regularly advising companies outside of Japan on Japanese data protection regulations ever since the full implementation of the Act on the Protection of Personal Information of Japan in 2004.

Ayako Matsumoto is a partner at Nishimura & Asahi specializing in the area of Corporate/M&A. She has handled various domestic and cross-border M&A transactions, including complicated and large-scale issues. She also provides extensive advice on a wide range of corporate activities, including corporate governance, compliance, management and utilization of information, digital transformation, brand strategy, insurance, and various corporate and commercial transactions. She is a core member of our data protection practice group, and provides practical advice regarding information related issues on global management of personal data, trade secrets and intellectual property, insider trading regulations, cyber security insurance, utilization of digital technology, etc. She has also been focusing on the fashion law practice, and provides crosscutting and global legal support, by closely collaborating with our experts in various fields and local offices, for apparel designers, retailers, manufacturers, importers, investors, and brand owners and luxury goods companies. She provides practical, commercial, and creative advice to protect brands and ensure they remain competitive in a fierce and rapidly evolving industry with rapid progress in digital economy and social transformation.

In addition to seven years' experience in Vietnam, Taro also has experience in working as in-house counsel for a major trading company. He has strong expertise in cross-border M&A/joint ventures, real estate development, labor, compliance, crisis management deals, and international transactions. In recent years, the scope of his work has expanded to include Turkey and other Middle Eastern countries. He is also a member of the Agrifood Practice Team.

Mr. Tatsumi mainly advises clients on international and domestic corporate transactions such as mergers, MBOs/LBOs, joint ventures, venture capital investments and other types of M&A transactions, as well as general corporate matters and commercial disputes relating to such corporate transactions; advising major business companies, financial institutions, and private equity funds, both in Japan and overseas.
 
 Mr. Tatsumi is one of only a few lawyers in Japan who has been seconded as an attorney to the Ministry of Justice, and during his tenure there he had a significant role in important governmental activities, such as the amendment of the Companies Act.
 
 Drawing on his significant expertise and deep knowledge, he has authored numerous books and articles in the area of M&A, as well as general corporate law. These publications provide practical solutions to complex legal issues, and bolster Mr. Tatsumi's reputation as a highly respected legal practitioner.

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.

Jun is a partner in our corporate crisis management practice, who handles domestic and overseas corporate crisis management matters, including conducting internal investigations, responding to relevant authorities and stock exchanges, the media, handling labor disputes, representing companies in relevant legal proceedings in relation to various corporate misconduct matters, such as quality falsification issues by manufacturing companies, financial fraud issues, etc. Jun has experience as a member of an investigation committee on corporate misconduct. Jun was previously seconded to a global trading company, and he has extensive experience in handling cross-border corporate crisis management matters and establishing global compliance programs. Jun is also a partner in our energy and natural resources practice, where he mainly advises utility companies, including providing advice on domestic and overseas investments, contracts, regulations, and disputes in relation to energy and natural resources.

Hiroko Jimbo is advising on various M&A transactions such as acquisitions of private/listed companies, joint ventures, capital/business alliances and technology alliances, and general corporate matters such as support of foreign companies’ entry into Japanese market, with strengths in industries and transactions where technology and intellectual property are important, such as the business integration in the electronics and other manufacturing industries, telecommunication industries, license / franchise business.

She has strong expertise in Japanese Foreign Direct Investment (FDI) regulations and handled numerous FDI filings. Based on the experience of various deals and the experience to work with government, she has unique insight to coordinate complex and difficult transactions that involve FDI elements. She engaged in discussion as a member of council and committees at the Japanese government level on the amendment to Japan’s Foreign Exchange and Foreign Trade Act in 2020 and the implementation thereof. She has also served as an advisor for Council for Promotion of Foreign Direct Investment in Japan, Cabinet Office and actively supports the foreign investment promotion.

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.

Clients value Isamu’s unique insight into the challenges and uncertainties that they face in a dynamic, growing region. In addition to his experience in Vietnam, he has practiced in Tokyo and various other Asian locations, including a secondment to an Indian law firm. He is known for leveraging his international experience and cultural insights into the local legal and commercial practices to resolve complex, cross-border legal issues in a timely manner, working closely with local counsel. He advises on investments at all stages, from inception to post-closing operations, as well as dispute resolution.

Kazumaro’s antitrust practice spans various industries, including automotive, energy, telecommunication, medical/healthcare and finance. Kazumaro regularly represents clients in high-profile matters, including merger and acquisitions that require approval in multiple jurisdictions, and global and domestic cartel investigations.

Yutaka has represented Japanese and international clients such as major manufacturing companies, general trading companies, real estate developers, general contractors, telecommunication companies, natural resource and energy companies, steel makers, PE funds, and venture capital companies in complex domestic and cross-border transactions, as well as commercial litigation involving cross-border matters. He regularly works on international transactions and provides services for international clients. When it comes to Japanese deals, he excels at handling carve-out transactions, which tend to have numerous, complicated issues.

Masahiro Heike specializes in international trade law. From 2016 to 2018, he worked at the Ministry of Economy, Trade and Industry as an in-government lawyer, and handled numerous WTO disputes and trade negotiations and was responsible for the trade policies of other jurisdictions including the United States and China. Currently, he is involved in a wide range of matters including WTO dispute settlement cases, domestic and foreign trade remedy cases (anti-dumping, safeguards), government research related to international trade law, and the handling of tariffs and origin relations.

As a core member of our acquisition finance practice, Yuki regularly advises private equity funds and major companies (as borrowers) and banks, leasing companies and mezzanine funds (as financers) on M&A transactions. He also advises asset managers and financial institutions on fund formation, fund investment, subscription finance, and other day-to-day issues. He frequently serves as counsel to arrangers and originators in structured finance transactions, primarily those involving securitization of receivables and other assets. His extensive knowledge of his clients’ businesses and relevant financial regulations enables him to offer practical, well-balanced regulatory advice, including advice on the Financial Instruments Exchange Act and the Banking Act of Japan.

Nuttaros Tangprasitti specialises in corporate and commercial law. She regularly assists both international and domestic corporate clients (limited liability companies and partnerships, stock corporation in several industries) on the relevant laws of Thailand, which includes foreign direct investment, legal due diligence, M&A and cross-border M&A, joint venture, compliance, banking and finance. In addition to supporting clients on the above and a multitude of different legal formalities, she also has expertise in advising on various investment promotion policies of the Board of Investment (BOI), as well as compliance with foreign business, other laws on salient points for shareholders and joint venture agreements, which includes laws on immigration and foreign work under Thai law. Nuttaros speaks at many seminars and takes an active role in educating the clients on issues relevant to their businesses and her practice areas. She also writes various articles and newsletters on cutting-edge topics in several legal areas, which are widely distributed to existing and potential clients. Nuttaros aims to ensure the lawyers on her team are constantly developing and upgrading their skills, to ensure they meet or exceed the high professional standards of Nishimura & Asahi. She is committed to ensuring that both she and our firm deliver top-quality services to our clients and strong internal support for our colleagues. She recently began drafting a manual on several aspects of Thai law, as part of an “Investment promotion scheme,” and also wrote several newsletters on corporate law, and banking and finance laws. She also recently authored an article on the impact of Tax Reduction for Land and Buildings, which received excellent feedback from our clients, particularly those who are land and building owners. Nuttaros is committed to building a strong and progressive corporate and commercial practice, which also incorporates tax law, by adapting to new ideas in the legal industry.

Keita has experience of working in the Financial Services Agency of the Government of Japan as a government official who has been in charge of the revisions of Japan’s Corporate Governance Code and Japan’s Stewardship Code. Furthermore, he has gained practical experience in Fidelity International, which is one of the largest global asset management companies, through engaging with investee companies, in proxy voting, and sustainable investing in the Investment Management Department. He applies this experience to provide legal services on various corporate matters, including corporate governance, sustainability-related matters, M&A transactions, and relationships with shareholders and other stakeholders. He provides tailored advice on the matters by properly considering the interests of multi-stakeholders based on his extensive knowledge and experience in the field. He has also authored numerous books and articles, and he has been a regular speaker at lectures and seminars on practical legal issues.

Nobuaki’s practice mainly focuses on M&A and general corporate matters. Since returning from a secondment to the corporate strategy division of a Japanese listed company and advanced studies in the U.S., he has been involved in a wide range of deals involving Japanese companies and domestic and foreign private equity funds. He provides clear, timely legal advice based on a deep understanding of the client’s business and the specifics of a given case, utilizing the experience he gained assisting with management decisions while on secondment. He plays a leading role in every case he handles, and provides professional guidance throughout the process.

He has extensive experience handling difficult, complex deals, particularly those involving listed companies, including integrations, capital and business alliances, dissolution of parent-subsidiary relationships through TOBs, and spin-off and carve-out transactions involving multiple jurisdictions. His particular strength is handling difficult, high-pressure cases involving conflicts of interest, including hostile takeovers, white-knighting, shareholder activism, and other battles for control of management.

In recent years, he has developed an ESG practice for listed companies, including ESG due diligence in M&A, establishment of human rights policies, implementation of human rights due diligence as part of corporate governance, and dealing with environmental activists and human rights NGOs, while remaining mindful of investor relations.