Mitsubishi Chemical Group Corporation: Transfer of Mitsubishi Tanabe Pharma Corporation to Bain Capital

Naoko handles various types of M&A transactions, such as global/domestic acquisitions and alliances, joint venture transactions, and group reorganizations. She also has extensive experience providing strategic advice on various legal issues commonly faced by corporate clients, including those relating to corporate governance, compliance, commercial contracts/transactions, employment, and crisis management.

Experience in not only large M&A transactions but also mid-small cap M&A transactions, achieving efficiency and considering the internal/business matters within the client, from time being seconded to the legal department in a Japanese investment bank and full-time work in the client office. Experience assisting clients in a wide variety of industries; manufactures, retail, financial institutions, start-ups, etc. Successfully involved in several famous defense cases against hostile takeovers and activism campaigns. Provides legal advice in some crisis management situations and harassment investigations, accounting scandals and other corporate scandals. Such broad experience enables provision of strategic advice on various general corporate matters.

Madoka advises clients on various matters of competition law, including domestic and international cartels, bid-rigging, M&A transactions, investigations by the JFTC, leniency applications and general antitrust law compliance. She is especially active in cross-border transactions. She has represented clients in connection with investigations into various global cartels, involving air cargo, marine hoses, TFT-LCDs, airlines, and bearings, and also in various merger-control cases, including a vertical integration between semiconductor equipment manufacturers, and major global merger transactions in the chemical and pharmaceutical industries. She has particular strength and experience handling IT-industry mega deals. Madoka is also active in advising in the international trade area, in particular, government procurement and export control. In addition, she advises on laws preventing unfair competition, including trade secret cases. She served as lead counsel to Nippon Steel Corporation in multinational trade secret litigation against POSCO (a South Korean steel company), a landmark case in this area, and successfully negotiated a favorable settlement for her client. She was a member of the Subcommittee on Unfair Trade Policies and Measures of the Industrial Structure Council at the Ministry of Economy, Trade and Industry from 2013 to 2023.

Yoko’s practice focuses on representation of life sciences and technology companies that develop and market pharmaceuticals, biologics, vaccines, diagnostics, medical devices, and digital health products. She specializes in corporate transactions involving complex intellectual property and pharmaceutical regulatory issues, including mergers and acquisitions, joint ventures, strategic alliances and asset transfers. In addition, she counsels clients on matters involving research and development collaborations, clinical trials, technology licensing, supply and distribution agreements, and co-promotion arrangements. She also advises clients in connection with privacy and personal data protection matters.