Honda Motor Co., Ltd. - Change to Capital Structure of Astemo, Ltd. and Conversion to a Consolidated Subsidiary
Nishimura & Asahi advised Honda Motor Co., Ltd. [TSE: 7267] on its conversion of Astemo, Ltd., an equity-method affiliate, into a consolidated subsidiary, by acquiring additional shares of Astemo from Hitachi, Ltd [TSE: 6501].
The team was led by Tokyo partners Yuki Oi, Kazumaro Kobayashi, Tsukasa Tahara, Keisuke Kamiya and Tomonori Maezawa, Frankfurt partner Dominik Kruse, and Brussels partner Kristina Winkelmann.
People

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.

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.

Keisuke is a counsel in our corporate team. He handles many domestic and international M&A transactions, business alliances, and business successions. He also has a wealth of experience of handling general corporate issues arising in the course of daily business, including IP-related matters and labor issues. He provides our clients with flexible legal advice and support according to the transaction size and company type.

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.

Dominik serves as co-representative of our offices in Frankfurt and Düsseldorf, Germany. He advises Japanese companies on corporate and cross-border M&A matters, as well as European companies regarding their business expansion into Southeast Asia (notably Indonesia, Thailand and Vietnam). He has a wealth of international experience and brings unique insights into deal-making across different cultures in both emerging and mature markets. Before joining the Tokyo office of Nishimura & Asahi in November 2019, Dominik worked at Clifford Chance (based out of Düsseldorf, Germany, and New York) and as in-house counsel at Pfizer, Inc. (New York).

She has practiced for over 8 years at a leading international law firm in Brussels. Her practice covers, inter alia, merger control, cartel investigations, abuse of dominance, and antitrust compliance. She has particular expertise in FSR filings & compliance, guiding numerous international companies through in-house data collection processes.
Kristina draws on first-hand experience from the European Commission in Brussels and the Japan Fair Trade Commission in Tokyo. She has counseled across a wide range of industries - such as automotive, electronics, heavy industries, and logistics - with a strong focus on helping Asian corporate clients navigate European regulatory challenges. She has also spoken on the FSR developments at the Competition Law Forum Japan.
Kristina holds law degrees from Germany and France and is admitted to the German Bar in Munich (Rechtsanwältin) and the Brussels Bar (EU registered lawyer / E-list, Ordre Français). She is a member of the German-Japanese Lawyers’ Association, as well as the Antitrust Lawyers Association in Germany.


Yuki Oi is a partner in our M&A/Corporate practice group. He advises domestic and international corporations and financial institutions on their cross-border and domestic M&A transactions. He also handles corporate governance matters and general corporate issues, as well as corporate crisis management matters and commercial litigation.
Some of the major cases he has advised on include representing UFJ Holdings on its integration with Mitsubishi Tokyo Financial Group (2006), Bulldog Sauce on its famous defense against a hostile takeover attempt initiated by Steel Partners (2007), the Osaka Securities Exchange on its integration with the Tokyo Stock Exchange (2011), Idemitsu Kosan on its integration with Showa Shell Sekiyu (2015-19), Toshiba on its divestiture of Toshiba Memory Corporation (2018), and Honda on its strategic alliance with Sony Group in mobility sector (2022).
He was awarded the Young Lawyer of the Year Award at the ALB Japan Law Awards 2019, and the Innovative Practitioners Award at the FT Innovative Lawyers Awards Asia-Pacific 2020. He was also selected as one of Asia’s top 40 lawyers under 40 by Asian Legal Business in 2017.
He has also served as a lecturer at the University of Tokyo, Faculty of Law (2012-13), and as a lecturer (2014-24) and a Visiting Professor (2025-present) at the University of Tokyo, Graduate Schools for Law and Politics.