SCSK Corporation: Tender Offer for Net One Systems Co., Ltd.

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.

Tsuyoshi Ito has significant experience in tax counseling and tax controversies and has represented major corporations in numerous tax disputes and tax lawsuits. In March 2021, he won a significant corporate tax dispute that challenged a tax assessment of approximately USD 367 million in taxable income before the Tokyo High Court after a protracted seven-year battle. In August 2014, he won a tax dispute involving securitization transactions of domestic housing loans before the Tokyo High Court. In addition to excellent achievements in major tax disputes, he generally advises on domestic and cross-border taxation issues in various transactions, such as M&A, joint ventures, fund formation and equity/debt investments.

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.

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.

Satoru has been engaged in M&A transactions, business alliance/collaboration deals including cross-border transactions since 2010. Also, Satoru was seconded to a legal department and a new business office of listed companies in Japan for 4 years in total, and he dealt with many transactions, such as investment and business alliance/collaboration from the sourcing of the transactions through to the negotiation of the agreement, implementation of the necessary procedures and PMI, and assessing the alliance effect after the closing. Based on this experience, Satoru provides multifaceted legal advice in a timely and flexible manner in accordance with the size and nature of the individual transaction.

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.