MBK Partners: Acquisition of FICT Limited

Since 2002, Hiroshi has been a partner in the firm’s M&A and corporate practice area. His experience ranges from M&A (business integration, acquisition and organizational restructuring between operating companies, acquisition of listed/unlisted companies by funds, going private, cross-border M&A, etc.) to general corporate law (general meetings of shareholders, corporate governance, various commercial transactions and contracts, financing, personnel and labor, response to legal revisions, disputes, crisis management, etc.). While he has extensive experience in large-scale and complex M&A transactions, he also provides efficient and effective advice depending on the status of the project in areas such as overseas M&A of Japanese companies, expansion into Japan by overseas companies, and support for startup businesses. In crisis management and dispute cases, he provide practical and effective advice to ensure clients achieve their goals based on a thorough understanding of the circumstances faced by the client. His clients are diverse, including domestic and overseas companies, financial institutions, and investment funds.

He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.

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

Junya handles every kind of M&A deal, whether listed or closed companies, domestic or cross-border, as well as general corporate matters such as shareholders’ meetings and corporate governance. He always provides accurate advice to clients at any time and earns their trust with flexible and dedicated support. In light of his strengths and experience, in recent years, he has been involved in large-scale and complex M&A deals and management integration projects of listed companies. He is also involved in a lot of investment projects by domestic and overseas PE funds. Additionally, with his experience working for law firms in Brazil and Argentina, he supports Japanese companies expanding their businesses to Latin American countries as a member of the Latin American Practice Team. He also has a rich network of law firms in Latin American countries.

Hudson regularly advises Japanese and non-Japanese clients in large, complex cross-border transactions, including stock acquisitions, asset acquisitions, private equity and venture capital investments, intellectual property agreements, joint ventures and strategic alliances. Clients value his communication skills, both in Japanese and English, and his dedication to producing successful outcomes.