Professionals

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.

Recent activities

10/2021

Practical Law Global Guide 2021: Tax on Corporate Transactions - Japan

Articles

8/2021

Private Equity Investments in Thailand

Articles

5/2021

Asian Law Firm of the Year at the Asia Legal Awards 2021

Awards

Education

2009
University of Virginia School of Law (LL.M.)
2001
The University of Tokyo (LL.M.)
2000
The University of Tokyo (LL.B.)

Professional experience

2014 - 2016
Lecturer, The University of Tokyo
2012 -
Lecturer, Tax Law, Seikei University Law School
2010 - 2011
International Business Department, Rakuten, Inc.
2009 - 2010
Sullivan & Cromwell LLP, New York
2006 - 2008
Lecturer, Tax Law, Seikei University Law School
2002
Nishimura & Partners

Major Cases

2022

Sponsors led by J-Will Partners Co., Ltd. - Investment in Nichi-Iko Pharmaceutical Co., Ltd.

2022

Kobe Steel, Ltd. - Investment in H2 Green Steel

2022

KITO Corporation: Business integration with the Crosby group

2021

Diageo plc: Investment in Komasa Kanosuke Distillery Co. Ltd.

2021

Shionogi & Co., Ltd. - Rescission of tax reassessments

2020

Nippon Life Insurance Co. - Additional investment in Australia’s MLC Ltd.

2020

Nippon Life Insurance Co. - Acquisition of additional shares in Australia’s MLC Ltd.

2020

Rescission of tax reassessment regarding an in-kind contribution of a partnership interest

2020

Eton Systems AB - Strategic partnership with INA Intelligent Technology (Zhejiang) Co., Ltd.

2019

Nippon Life Insurance Co. - Acquisition of additional shares in Australia’s MLC Ltd.

2019

Nippon Paint Holdings Co., Ltd. - Acquisition of DuluxGroup Limited

2019

Nippon Paint Holdings Co., Ltd. - Acquisition of Betek Boya ve Kimya Sanayi A.Ş.

2016

Acquisition of Showa Yakuhin Kako Co., Ltd. from Unison Capital, Inc. by GC Corporation.

2015 - 2016

Acquisition of MLC Limited in Australia by Nippon Life Insurance Company

2014

Subscription of third-party allocation of shares in Wuthelam Holdings Pte Ltd. and gaining corporate control over the Asian companies that are in joint ventures with the above company by Nippon Paint Holdings Co., Ltd.

2013 - 2015

Attempted Merger between Tokyo Electron Limited and Applied Materials, Inc.

2012

Acquisition of Showa Yakuhin Kako Co., Ltd. by the Union of GC Corporation and Unison Capital, Inc.

2012

Sale of REX Holdings Inc. to Colowide Co., Ltd. by Advantage Partners