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.

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.

Hikaru took the initiative in launching the firm’s ASEAN practice in 2010, and since she has supported various Japanese and international companies' new entry, expansion of their business, strategic investment, group restructuring, risk management, disputes, as well as exit deals. With her deep understanding of the nature of issues, as well as the business background and cultural and political context in each country, she is known for providing practical advice by working closely with the clients' business team in each jurisdiction. As a key member of our Diversity, Equity & Inclusion Committee, she has played a key role in many of our diversity, equity and inclusion initiatives, particularly over the past few years. Our firm was named the winner of the region’s Law Firm: Diversity & Inclusion Category at FT Innovative Lawyers Awards Asia-Pacific 2021 and winner of Outstanding Firm for D&I (Regional) at Chambers D&I Awards Asia-Pacific 2020.

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.

Having many years of experience in Chinese business, she is well versed in Chinese legislation and practice. She is skilled at providing realistic risk assessments and balanced solutions based on local legal systems and operational practices, while understanding client needs. She can provide wide-ranging support for Chinese investments by Japanese companies, M&As, general corporate law, compliance, labor law and international transactions in China, leveraging an accurate understanding of the Chinese legislation and a sense of local practice. In addition to being involved in numerous acquisitions and joint ventures in China with Japanese companies as clients, M&A transactions of Chinese affiliates due to the restructuring of Japanese companies, and designing transaction schemes for target companies (operating companies) after M&A transactions, she also supports on-site surveys for fraud investigations at Chinese subsidiaries.

He has extensive experience handling cases involving complex legal issues, such as mergers and acquisitions by a public-private investment fund in the context of a business turnaround, a high-value dispute between a securities company and a stock exchange, adoption of anti-takeover defense measures for the first time in Japan, expansion of foreign businesses into the Middle East involving geopolitical risks, and commercial arbitration involving sizable claims regarding M&A price adjustment clauses. Recently, he been advising on risk assessments for transactions, contract drafting, voluntary self-disclosure to government authorities, responses to enforcement actions by the authorities, and establishment of internal control systems with respect to economic security regulations. In particular, he engages in numerous transactions involving economic sanctions, export controls and other economic security regulations regarding conflicts between the US and China over technology competition and human rights issues in Myanmar, Iran and Russia.

Hiromune specializes in domestic and cross-border M&A cases, including hostile takeovers defenses, and organizational restructuring. Hiromune also handles a wide range of compliance-related cases in different practice areas, such as accounting fraud and antitrust violation cases, fact-finding investigations by board members and various corporate authorities, and the establishment of prevention measures. In addition to his broad expertise in general corporate matters, Hiromune has been advising well-known Japanese listed and blue-chip companies on general corporate law cases such as data protection cases, corporate governance cases, and defense cases against shareholder activists. Based on this extensive experience, Hiromune is committed to providing comprehensive and practical solutions to support his clients aiming for further challenges and growth.

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.

Masato Yamanaka joined Nishimura & Asahi in April 2008 after working for Mitsui, Yasuda, Wani & Maeda, Linklaters and Miyakezaka Sogo Law Office. After being seconded to Norton Rose Hong Kong, he started working for Nishimura & Asahi (Singapore) LLP in 2012. Since then, he has supported numerous clients with their M&A transactions, finance, and general corporate matters in the ASEAN region, especially in Singapore, Malaysia and Indonesia. He has significant expertise in public M&As in Singapore, Malaysia and Indonesia.

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.

Upon entering Nishimura & Asahi in 2004, he worked at the Tokyo office for clients both in Japan and overseas on corporate legal affairs in general, focusing on M&A projects. After studying abroad in the United States, he decided to work at the Fukuoka office, which had just opened, in order to provide valuable legal services as "Nishimura & Asahi", targeting companies in the Kyushu and Chugoku regions as clients, and began working at the Fukuoka office in 2014. At the Fukuoka office, he has been involved in many domestic and overseas M&A projects targeting various industries, mainly for clients in the Kyushu and Chugoku regions. In addition, he has been conducting research on various laws and regulations, including the Companies Act and the Financial Instruments and Exchange Act, and provided advice on various legal problems regarding the business of the clients. Furthermore, he has prepared and reviewed sales agreements, service agreements, license agreements, confidentiality agreements and other agreements in Japanese and English.