Advantage Partners, Inc. and Tokyo Century Corporation: Tender Offer for The Furukawa Battery Co., Ltd.

Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.

With more than forty years of experience, Chavalit is highly regarded as a leading figure in Thailand. His areas of specialization include dispute resolution, intellectual property, TMT and e-commerce, as well as M&A, foreign investment and corporate law. His extensive experience also includes advising on trade competition, corporate recovery and business reorganization. In particular, Chavalit is renowned in the areas of dispute resolution and intellectual property. He was selected as a Litigation Star by Benchmark Litigation Thailand 2021 and is ranked as a leading individual for intellectual property in Thailand by Chambers Asia-Pacific 2021.

Kaz is a partner in our Corporate practice. He has strong expertise in various M&A transactions including outbound/inbound deals. He is unique given his broad activities throughout his career, such as professional experience in a management consulting firm and a private equity fund, as well as the start-up of our Hanoi office in Vietnam. Leveraging his insights gained from this experience, he always provides clients with tailored services in a timely and flexible manner.

Hiroyuki has extensive experience working on various aspects of IP-related matters, including licensing, transfers, due diligence and IP arrangements in M&A transactions, joint development, and contentious matters. The majority of his work in the IP field involves cross-border transactions, in which he has considerable experience negotiating complex IP deals. He also has extensive experience working on ICT matters, such as software development arrangements and disputes, as well as analysis of new online businesses, utilizing the knowledge of software development and the Internet he acquired when working for a software development company prior to becoming an attorney and subsequent learning of the same. Furthermore, he provides Japanese subsidiaries of software companies headquartered outside of Japan with advice on general corporate matters. Last but not least, he has been regularly advising companies outside of Japan on Japanese data protection regulations ever since the full implementation of the Act on the Protection of Personal Information of Japan in 2004.

Noriaki’s practice covers various M&A transactions, cross border deals, and day-to-day commercial businesses, with a focus on Indonesia and other South East Asia countries-related matters. He has working experience in Indonesia approximately 7 years. As a leading partner of our Indonesia practice, Noriaki provides a tailored legal services in a timely and flexible manner.

Tokuhiro Matsunaga has handled a wide variety of cross-border M&A transactions in Asia and other regions. Recently, he has been focusing on the expansion of N&A’s Thai legal practice, and provides hands-on support to both Japanese and international clients that invest or are located in Thailand. He advises clients from both corporate/M&A and competition law perspectives, and has prevailed in a broad range of complicated cases, such as M&A transactions that involve serious antitrust issues. In addition, he has extensive experience with competition law investigations by the Japanese Fair Trade Commission, as well as investigations by other competition authorities in more than 15 countries. He also advises on other legal practice areas, including corporate governance, shareholders’ meetings, countermeasures against hostile takeovers and shareholder activism, compliance enhancement, internal investigations, and whistleblowing cases. He is adept at precisely understanding clients’ needs, and works carefully and efficiently to achieve the optimal outcomes for his clients.

In addition to seven years' experience in Vietnam, Taro also has experience in working as in-house counsel for a major trading company. He has strong expertise in cross-border M&A/joint ventures, real estate development, labor, compliance, crisis management deals, and international transactions. In recent years, the scope of his work has expanded to include Turkey and other Middle Eastern countries. He is also a member of the Agrifood Practice Team.

Ayako Matsumoto is a partner at Nishimura & Asahi specializing in the area of Corporate/M&A. She has handled various domestic and cross-border M&A transactions, including complicated and large-scale issues. She also provides extensive advice on a wide range of corporate activities, including corporate governance, compliance, management and utilization of information, digital transformation, brand strategy, insurance, and various corporate and commercial transactions. She is a core member of our data protection practice group, and provides practical advice regarding information related issues on global management of personal data, trade secrets and intellectual property, insider trading regulations, cyber security insurance, utilization of digital technology, etc. She has also been focusing on the fashion law practice, and provides crosscutting and global legal support, by closely collaborating with our experts in various fields and local offices, for apparel designers, retailers, manufacturers, importers, investors, and brand owners and luxury goods companies. She provides practical, commercial, and creative advice to protect brands and ensure they remain competitive in a fierce and rapidly evolving industry with rapid progress in digital economy and social transformation.

Since joining Nishimura & Asahi in 2006, Yasunori has dealt with various M&A transactions in Japan and overseas. In particular, with respect to transactions involving listed companies, he excels at strategizing flexibly based on the complex circumstances and needs of the parties concerned, and seeing such projects to completion. When handling M&A transactions, he places an emphasis on maximizing the benefit to his clients while giving due consideration to the overall benefit to all of those involved. In addition to the above, Yasunori has advised on defenses against hostile takeovers and responses to shareholder activism for companies such as Toshiba Machine (currently Shibaura Machine) and Tokyo Kikai Seisakusho. In recent years, he has also provided advice for the acquisition side of hostile takeovers, with industrial companies as his clients.

Hiroko Jimbo is advising on various M&A transactions such as acquisitions of private/listed companies, joint ventures, capital/business alliances and technology alliances, and general corporate matters such as support of foreign companies’ entry into Japanese market, with strengths in industries and transactions where technology and intellectual property are important, such as the business integration in the electronics and other manufacturing industries, telecommunication industries, license / franchise business.

She has strong expertise in Japanese Foreign Direct Investment (FDI) regulations and handled numerous FDI filings. Based on the experience of various deals and the experience to work with government, she has unique insight to coordinate complex and difficult transactions that involve FDI elements. She engaged in discussion as a member of council and committees at the Japanese government level on the amendment to Japan’s Foreign Exchange and Foreign Trade Act in 2020 and the implementation thereof. She has also served as an advisor for Council for Promotion of Foreign Direct Investment in Japan, Cabinet Office and actively supports the foreign investment promotion.

Yutaka has represented Japanese and international clients such as major manufacturing companies, general trading companies, real estate developers, general contractors, telecommunication companies, natural resource and energy companies, steel makers, PE funds, and venture capital companies in complex domestic and cross-border transactions, as well as commercial litigation involving cross-border matters. He regularly works on international transactions and provides services for international clients. When it comes to Japanese deals, he excels at handling carve-out transactions, which tend to have numerous, complicated issues.

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.

Kumi provides strategic and innovative solutions to complex problems in the field of corporate governance. Her track record includes: supporting a major Japanese trust bank in developing a new scheme for equity incentive plans and lobbying regulatory reforms; and advising major Japanese companies in building global compensation and indemnification structures. She is also known for her expertise in management of shareholder meetings/board of directors meetings, disclosure, organizational design, internal control, anti-takeover measure, etc. She also has over 10 years experience advising clients on both cross-border and domestic M&A, reorganization and joint venture transactions.

As a core member of our acquisition finance practice, Yuki regularly advises private equity funds and major companies (as borrowers) and banks, leasing companies and mezzanine funds (as financers) on M&A transactions. He also advises asset managers and financial institutions on fund formation, fund investment, subscription finance, and other day-to-day issues. He frequently serves as counsel to arrangers and originators in structured finance transactions, primarily those involving securitization of receivables and other assets. His extensive knowledge of his clients’ businesses and relevant financial regulations enables him to offer practical, well-balanced regulatory advice, including advice on the Financial Instruments Exchange Act and the Banking Act of Japan.

Nobuaki’s practice mainly focuses on M&A and general corporate matters. Since returning from a secondment to the corporate strategy division of a Japanese listed company and advanced studies in the U.S., he has been involved in a wide range of deals involving Japanese companies and domestic and foreign private equity funds. He provides clear, timely legal advice based on a deep understanding of the client’s business and the specifics of a given case, utilizing the experience he gained assisting with management decisions while on secondment. He plays a leading role in every case he handles, and provides professional guidance throughout the process.

He has extensive experience handling difficult, complex deals, particularly those involving listed companies, including integrations, capital and business alliances, dissolution of parent-subsidiary relationships through TOBs, and spin-off and carve-out transactions involving multiple jurisdictions. His particular strength is handling difficult, high-pressure cases involving conflicts of interest, including hostile takeovers, white-knighting, shareholder activism, and other battles for control of management.

In recent years, he has developed an ESG practice for listed companies, including ESG due diligence in M&A, establishment of human rights policies, implementation of human rights due diligence as part of corporate governance, and dealing with environmental activists and human rights NGOs, while remaining mindful of investor relations.