Bain Capital Private Equity, LP: Acquisition of Jamco Corporation
Nishimura & Asahi advised Bain Capital Private Equity, LP, a global private investment firm, on its acquisition through tender offer of Jamco Corporation [TSE: 7408], a leading manufacturer of aircraft interiors.
The Nishimura & Asahi team advising Bain Capital was led by partners Yuki Oi, Kohei Ishida, Akihisa Yamamoto, Keisuke Kamiya, Shogo Eguchi, Yuki Sakurada and Nobuhiro Tanaka, and counsel Masatsugu Sakamoto.
People
He has been involved in the establishment of a variety of funds, including private equity funds, venture funds, CVC, infrastructure funds, renewable energy funds, and real estate funds. Structuring advice in connection with Financial Instruments and Exchange Act and other securities regulations is his area of specialty. He also actively supports investment activities of funds, such as M&A, LBO finance, and venture investments. Further, he focuses on the development, acquisition, and/or project finance of renewable energy projects supporting developers, including, but not limited to, renewable energy funds. He also has experience in IPP projects abroad as a member of a leading Japanese trading company. He is a member of the Africa practice team and Middle-East practice team, and has a good connection with law firms in such areas. He actively supports Japanese companies in the expansion of their businesses in Africa and the Middle-East.
Akihisa is a partner in our M&A team. He handles many domestic and international M&As, business alliances including JVs, business succession, equity finance, and hostile takeovers. He has abundant practical experience for both listed and unlisted companies and wide range of company sizes and transaction types, knowledge of cutting-edge practical trends and laws and regulations, and the ability to respond flexibly and hands-on.
In addition, he active in start-up finance support, IPO support, and daily legal support.
Recently, using the network and knowledge cultivated through studying abroad in Europe and the United States, he also deals with sustainability-related topics such as sustainable finance, including ESG investment and impact investment, social enterprise, B Corp certification, and social IPO.
Keisuke is a counsel in our corporate team. He handles many domestic and international M&A transactions, business alliances, and business successions. He also has a wealth of experience of handling general corporate issues arising in the course of daily business, including IP-related matters and labor issues. He provides our clients with flexible legal advice and support according to the transaction size and company type.
Shogo has extensive practical experience handling domestic and international M&A transactions, including acquisitions, carve-outs, and joint ventures. He has particular expertise in outbound M&A deals involving Japanese companies investing in the U.S. and Europe, as well as inbound M&A deals involving international companies making investments in Japan; he is qualified in Japan, the U.S. and England and Wales, and known for his excellent communication skills and client-focused approach to cross-border transactions. He is fluent in Japanese and English, and has experience working and studying in Japan, the United States, and the UK.
He served as Director for Foreign Direct Investment Issues at the Ministry of Finance of Japan for three years from 2019 to 2022. During his tenure, he was the chief architect and strategist of the amendment of the FEFTA in 2020, where the threshold for prior mandatory notification for the acquisition of listed company shares by foreign investors was lowered from 10% to 1%. After the enactment of the amendment, he was in charge of reviewing the scope of designated business for the mandatory notification (addition of pharmaceuticals and medical equipment for communicable diseases, and critical mineral resource-related industries), strengthening the operation of screening and post-transaction monitoring, and strengthening cooperation in investment screening with relevant authorities of like-minded countries, including CFIUS of the U.S. He was also engaged in the planning and drafting of the revision of the FEFTA in 2022 (related to crypto assets) and the prohibition of new investment in Russia in response to Russia’s invasion of Ukraine.
He is the co-author of a section-by-section commentary on FDI screening under the FEFTA (“Sho-kai Gaitame-hou, Inward Direct Investment and Specified Acquisition Edition” (Shoji Homu, June 2021). He was also a speaker at webinars on FDI screening for government officials of member countries organized by the Organization for Economic Cooperation and Development (OECD).
May 2021 – Webinar on Transparency, Predictability and Accountability for investment screening mechanisms
May 2022 – Regulatory proportionality of investment screening mechanisms
Nobu Tanaka is a partner in our Antitrust and International Trade practice team dealing with merger control, cartel/bid rigging, monopoly, unfair trade practice and dispute related cases. Nobu has much experience in dealing with cross-border merger control, international cartels and cross-border litigation cases. Through his 3 years experience in the U.S., Nobu has a deep understanding of the legal, business and cultural difference between Japan and other countries and he has expertise in explaining Japanese laws in a plain manner. Nobu always tries to understand clients’ interest and clients’ businesses deeply so that he can provide better and flexible solution. Nobu has good reputation in deep understanding of industries and business. In addition to antitrust cases, Nobu also handles various non-antitrust matters, such as cross-border commercial litigation, internal investigation, white-collar matters and cross-borer corporate transaction and general corporate matters including advice relating to new business in Japan. He also has a good reputation in timely and efficient communication. Nobu has LL.M degree at Stanford Law School (2017) and J.D. degree at University of Tokyo School of Law (magna cum laude). Nobu is fluent in English.
Masatsugu advises domestic and overseas corporate clients on large and small sized M&A transactions and general corporate matters. He has also expanded his practice into M&A transactions involving medical corporations. Prior to joining Nishimura & Asahi, he worked for over three years at a small law firm on a broad range of civil cases, including loans and debt collections, real property transactions, traffic accidents, labor issues, bankruptcies and rehabilitations, litigation and mediation, and criminal cases. He studied at a U.S. law school and trained at a law firm in the U.S. before being seconded to the M&A promotion office of a Japanese company for two years, supporting its M&A activities as part of a principal team. Backed by his diversified work experience, he advises clients in Japanese and English, covering a wide range of inquiries and requests closely meeting the client’s needs.
Yuki Oi is a partner in our M&A/Corporate practice group. He advises domestic and international corporations and financial institutions on their cross-border and domestic M&A transactions. He also handles corporate governance matters and general corporate issues, as well as corporate crisis management matters and commercial litigation.
Some of the major cases he has advised on include representing UFJ Holdings on its integration with Mitsubishi Tokyo Financial Group (2006), Bulldog Sauce on its famous defense against a hostile takeover attempt initiated by Steel Partners (2007), the Osaka Securities Exchange on its integration with the Tokyo Stock Exchange (2011), Idemitsu Kosan on its integration with Showa Shell Sekiyu (2015-19), Toshiba on its divestiture of Toshiba Memory Corporation (2018), and Honda on its strategic alliance with Sony Group in mobility sector (2022).
He was awarded the Young Lawyer of the Year Award at the ALB Japan Law Awards 2019, and the Innovative Practitioners Award at the FT Innovative Lawyers Awards Asia-Pacific 2020. He was also selected as one of Asia’s top 40 lawyers under 40 by Asian Legal Business in 2017.
He has also served as a lecturer at the University of Tokyo, Faculty of Law (2012-13), and Graduate Schools for Law and Politics (2014-present).