Carlyle: Sale of Shares of TOTOKU INC. to SWCC Corporation and Development Bank of Japan Inc.

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.

Mayuko is an attorney at Nishimura & Asahi (admitted in Japan and New York). Her practice includes corporate matters including M&A as well as international tax and tax dispute. She has experience engaging in tax treaty negotiations and domestic procedures thereof from her time as a deputy director at the Economic Treaties Division, International Legal Affairs Bureau, Ministry of Foreign Affairs of Japan from 2017 to 2019.

Yohei is a partner in the M&A/Corporate practice group at Nishimura & Asahi, based in the Tokyo office. He handles various types of M&A transactions, including acquisitions, business integrations, joint ventures, carve-outs, capital and business alliances, and going-private deals. He is particularly skilled in public deals, such as tender offer bids, and in private equity transactions, with extensive experience managing high-stakes deals involving complex structures and unsolicited acquisition proposals.

In the area of general corporate law, he provides advice on a wide array of matters including shareholder meetings, equity-based compensation, and corporate governance. He delivers practical and agile advice tailored to clients’ concerns and needs, ensuring a client-focused approach in every engagement.