Sumitomo Electric Industries, Ltd. – Transfer of Shares in Sumitomo Densetsu Co., Ltd. for the Tender Offer by Daiwa House Industry Co., Ltd.
Nishimura & Asahi advised Sumitomo Electric Industries, Ltd. [TSE: 5802] on the transfer of all its shares of Sumitomo Densetsu Co., Ltd. [TSE: 1949] to Sumitomo Densetsu through a share buy-back. The tender offer by Daiwa House Industry Co., Ltd. [TSE: 1925] for Sumitomo Densetsu has been completed, and Daiwa House Industry is expected to make Sumitomo Densetsu a wholly owned subsidiary.
The team was led by Tokyo partners Yasunori Ishizaki, Keita Yasui, Kazuyoshi Furusumi and Ayako Matsumoto, with support from Madoka Shimada and Kumi Tabata.
People

Keita has experience of working in the Financial Services Agency of the Government of Japan as a government official who has been in charge of the revisions of Japan’s Corporate Governance Code and Japan’s Stewardship Code. Furthermore, he has gained practical experience in Fidelity International, which is one of the largest global asset management companies, through engaging with investee companies, in proxy voting, and sustainable investing in the Investment Management Department. He applies this experience to provide legal services on various corporate matters, including corporate governance, sustainability-related matters, M&A transactions, and relationships with shareholders and other stakeholders. He provides tailored advice on the matters by properly considering the interests of multi-stakeholders based on his extensive knowledge and experience in the field. He has also authored numerous books and articles, and he has been a regular speaker at lectures and seminars on practical legal issues. Keita advised on the privatization of Snow Peak Inc. through a management buyout, which was shortlisted for the private equity category of IFLR Asia-Pacific Awards 2025.

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.

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.

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.

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.


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.