Dai-ichi Life Holdings, Inc. - Consolidation of Domestic Real Estate Businesses with Marubeni Corporation

Takefumi Sato is a partner in the M&A and general corporate practice groups at Nishimura & Asahi. He has represented clients in various M&A transactions and other kinds of domestic and cross-border commercial transactions. His broad M&A experience includes business mergers and strategic alliances involving listed companies and going-private transactions via cash-out schemes, management buyouts, and joint ventures, and covers a wide range of industries such as manufacturing and financial services. He has also advised companies on defending against unsolicited bids and hostile takeover attempts. In addition, he has a wealth of expertise in matters related to the Companies Act and the Financial Instruments and Exchange Act and has frequently counseled clients on corporate governance matters, including advising on shareholders meetings and providing support for business judgments. He also lectures and publishes in these areas. Moreover, he has recently expanded his practice to emerging legal issues in situations requiring difficult business decisions.

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.

Koki is a seasoned expert on a wide range of real-estate transactions (including securitization of real estate) with diversified clients, such as banks, developers, and asset management companies. His coverage includes cross-border real-estate finance, project finance and other finance transactions. Also, he is specialized in REIT, and financial regulatory matters including banking, and asset management.

In M&A transactions, Tsukasa has been involved in a nubmber of transactions, including management integration of large companies, going-private transactions, business carve-outs transactions, and establishment of joint ventures. In recent years, he has especially focused on tender offer transactions, including management buy-outs, and business succession of owner-operated companies. He is strong in efficient and steady execution of transactions based on his extensive experience and is committed to providing flexible solutions that are tailored to the client's situation. In the area of general corporate matters, he handles a wide range of cases, including corporate governance, drafting and review of various contracts, and corporate disputes. He has a deep understanding and extensive experiences of the manufacturing and retail sectors, as well as finance, automotive/auto parts, logistics, and food and beverage.

Since joining Nishimura & Asahi, Masashi has handled numerous deals relating to capital markets, including global IPO and PO deals, corporate debt transactions, euro convertible bond offerings, samurai bond offerings, listings of foreign companies on the Tokyo Stock Exchange, and third-party allotments. His abundant, practical experience, and prior secondment to a major financial institution, enable him to provide not only tailored legal advice and efficient support for a wide range of projects, but also specialized legal advice relating to the origination of projects with new features or structures. In addition to capital markets practice, Masashi actively represents clients in insurance transactions, including cross-border matters and those related to the Insurance Business Act; he is a member of our insurance team, and also engages in other financial regulation practice.

Tomonori has been involved in numerous deals, including business integrations of listed companies, acquisition of listed companies, forming joint ventures, and capital and business alliances. Leveraging his experience of being seconded to a major automobile manufacturer, he also focuses on M&A involving automotive parts suppliers, forming joint ventures with battery manufacturers, and venture investment in new areas such as autonomous driving. He also handles competition law compliance, focusing on merger filings, and provides one-stop advice tailored to the client's situation.