Hitachi Metals, Ltd. - Sale to a consortium led by Bain Capital Private Equity, LP

Hiroyuki has advised on numerous M&A transactions in both domestic and cross-boarder areas, and in both the private and public sector for over 25 years. He has also provided legal services regarding general corporate matters including advice on the general shareholders meetings of public companies, risk management and business judgment matters based on his extensive knowledge of law and economics.

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.

Shinji provides strategic and practical advice to both public and private clients in various corporate matters, including cross-border M&A transactions. Shinji is well accustomed to communicating closely with clients, addressing their concerns precisely, proposing strategic solutions, and providing legal services in a timely manner. Shinji’s practice covers various M&A transactions, such as Inbound / Outbound cross-border deals, mergers between public companies, tender offers, management buy-outs, privatization transactions, business alliances, corporate reorganizations, and joint ventures. Shinji also deals with a wide range of corporate matters, including corporate governance matters, defenses against hostile takeovers and shareholder activism, advice on shareholder meetings, corporate disputes, and labor matters. In addition, Shinji has published various articles on M&A topics and corporate law topics in Japan.

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.

Tomoyuki Numata specializes in crisis management and competition law compliance, with a wealth of experience in cases that require understanding of IT and technology. 

As a partner in the crisis management department, he has extensive experience in dealing with cases such as window dressing, bribery of overseas civil servants, fraudulent acquisition of confidential information, violation of the Financial Instruments and Exchange Act, quality fraud in the manufacturing industry, and embezzlement by employees. In these cases, he was responsible for fact-finding and investigating the cause. He has also taken a number of strategic actions, such as dealing with government and investigative authorities (including experience of commitment agreement with the JFTC and judicial transactions), communicating with the mass media, and formulating recurrence prevention measures. 

In the field of antitrust law / competition law, he is involved in cartel / bid negotiation cases including criminal cases / administrative cases, unilateral acts cases such as private monopoly, unfair trading methods, etc. He also handles a lot of authorities’ responses. In addition, he has a wealth of experience in dealing with domestic and overseas business combination investigation by the Japan Fair Trade Commission and overseas competition authorities. 

He also provides a lot of advice on creating a legal compliance system such as anti-bribery system, competition law management system, whistleblowing system, internal audit and monitoring. In particular, he is familiar with system development utilizing advanced technologies such as machine learning, data analytics, and text mining. 

Yotaro engages in all aspects of corporate legal affairs, focusing on domestic and overseas M&A and startup-related deals. Leveraging his broad knowledge and experience, Yotaro analyzes transaction structures, designs execution plans and negotiation strategies, and supports the analysis and execution of transactions to achieve their goals and objectives. In the M&A field, Yotaro has a track record of success in numerous deals, including cross-border transactions, and possesses broad knowledge. In addition, Yotaro lived in Singapore for more than two years and has engaged in numerous M&A deals in Southeast Asia. Having been in charge of M&A transactions in the Corporate Strategy Department of a major listed company, Yotaro has expertise in supporting deals based on the in-house processes and corporate culture of Japanese companies. In the field of startups and new business development, Yotaro has worked on numerous projects for the formation of joint ventures between large listed companies and domestic and overseas startups, the formation or development of new businesses, business alliances, and startup investment. With respect to startup investment, Yotaro possesses extensive knowledge and experience in investments around the world, including in Japan, the U.S., and Southeast Asian countries, as well as in South America and India, and provides advice based on the strategic objectives of Japanese companies and CVCs. Yotaro also has a wealth of experience in supporting start-up companies and has strengths in M&A transactions, financing, intellectual property strategy, and support for overseas business expansion, taking into consideration the characteristics of startups. In addition, Yotaro has a wide range of support experience, including in litigation and disputes between companies, scandals, and labor issues.