Mitsui Sumitomo Insurance Co., Ltd. - Investment and Voting Agreements with the Founding Family of W. R. Berkley Corporation
Nishimura & Asahi advised Mitsui Sumitomo Insurance Co., Ltd. (“Mitsui Sumitomo Insurance”), a property and casualty insurance company and subsidiary of MS&AD Insurance Group Holdings [TSE:8725], on Mitsui Sumitomo Insurance’s entry into investment and voting agreements with the founding family (“Founders”) of W. R. Berkley Corporation [NYSE: WRB] (“W. R. Berkley”), a leading specialty insurance company in the commercial and select specialty consumer spaces.
The agreements provide for Mitsui Sumitomo Insurance purchasing 15% of the outstanding common stock of W. R. Berkley, valued at approximately USD 3.8 billion, and the founders recommending to W. R. Berkley Board’s Nominating and Corporate Governance Committee a Mitsui Sumitomo Insurance designee to serve on the W. R. Berkley Board of Directors.
The team was led by partners Takuya Oshida, Tatsuya Tanigawa, Tatsuya Nakayama, Kazumaro Kobayashi, and Tsuyoshi Ito.
People
Tatsuya Tanigawa is a partner at Nishimura & Asahi, and has represented Japanese and non-Japanese buyers and sellers in numerous cross-border transactions in various industries, including stock and asset acquisitions, private equity and venture capital investments, joint ventures, and strategic alliances. He has handled both inbound and outbound transactions, including many public company transactions. He is committed to finding solutions for his clients in any transaction.
Tatsuya Nakayama is a partner in our M&A and corporate practice and was previously seconded to a top-tier U.S. international law firm. He has represented Japanese and non-Japanese buyers and sellers in numerous domestic and cross-border M&A and other commercial transactions, including financial institutions M&A, strategic alliances, private equity, equity finance, startups and venture capital investments. He also has considerable expertise in strategy planning at all stages from early stage to PMI and advises on a broad range of legal issues in the field of general corporate matters, including corporate governance, and banking and insurance. Leveraging such significant expertise and experience, he provides attentive expert advice in an effective, practical and timely manner. He also has experience serving as an outside officer for private companies and as a lecturer at a prestigious university and law school in Japan.
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.
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.
Having commenced his career advising clients on the disposal of non-performing loans and on private equity investments after the collapse of the bubble economy, he has been providing corporate clients with a wide range of legal support, including advising on domestic and cross border M&A and commercial transactions, such as joint venture agreements, license agreements, etc. He also covers other areas, such as crisis management and corporate litigation. Taking advantage of his extensive experience in advising clients on a wide range of legal issues and his previous secondment to a life insurance company, he is actively engaged in the area of insurance, especially in providing regulatory advice, advice on investments by insurance companies (including M&A), and advice on reinsurance, etc. Furthermore, he also focuses on energy and natural resources, offering his expertise on various issues related to the stable supply of energy, which is fundamental to society and the economy.