KOKUYO Co., Ltd. - Acquisition of Thien Long Group Corporation via Tender Offer and Subsidiary Creation

Since 2002, Hiroshi has been a partner in the firm’s M&A and corporate practice area. His experience ranges from M&A (business integration, acquisition and organizational restructuring between operating companies, acquisition of listed/unlisted companies by funds, going private, cross-border M&A, etc.) to general corporate law (general meetings of shareholders, corporate governance, various commercial transactions and contracts, financing, personnel and labor, response to legal revisions, disputes, crisis management, etc.). While he has extensive experience in large-scale and complex M&A transactions, he also provides efficient and effective advice depending on the status of the project in areas such as overseas M&A of Japanese companies, expansion into Japan by overseas companies, and support for startup businesses. In crisis management and dispute cases, he provide practical and effective advice to ensure clients achieve their goals based on a thorough understanding of the circumstances faced by the client. His clients are diverse, including domestic and overseas companies, financial institutions, and investment funds.

Hiromune specializes in domestic and cross-border M&A cases, including hostile takeovers defenses, and organizational restructuring. Hiromune also handles a wide range of compliance-related cases in different practice areas, such as accounting fraud and antitrust violation cases, fact-finding investigations by board members and various corporate authorities, and the establishment of prevention measures. In addition to his broad expertise in general corporate matters, Hiromune has been advising well-known Japanese listed and blue-chip companies on general corporate law cases such as data protection cases, corporate governance cases, and defense cases against shareholder activists. Based on this extensive experience, Hiromune is committed to providing comprehensive and practical solutions to support his clients aiming for further challenges and growth.

Masato Yamanaka joined Nishimura & Asahi in April 2008 after working for Mitsui, Yasuda, Wani & Maeda, Linklaters and Miyakezaka Sogo Law Office. After being seconded to Norton Rose Hong Kong, he started working for Nishimura & Asahi (Singapore) LLP in 2012. Since then, he has supported numerous clients with their M&A transactions, finance, and general corporate matters in the ASEAN region, especially in Singapore, Malaysia and Indonesia. He has significant expertise in public M&As in Singapore, Malaysia and Indonesia.

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.

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.

Mr. Loc joined Nishimura & Asahi (Ho Chi Minh City Office) in July 2012. Before that, he spent more than 8 years with other foreign and domestic law firms in Vietnam. He has assisted clients in many large-scale cases including, among others, an acquisition of shares in a public pharmaceutical company in Vietnam, transactions acquiring shares in a public construction company, an acquisition of shares in a digital retailer listed in Vietnam, and bidding by a client for development of a real estate project in Ho Chi Minh City. Mr. Loc has assisted many well-known Japanese investors in investments worth hundreds of millions of US dollars in finance leasing, real estate development, and steel manufacturing businesses in Vietnam. He has advised a number of giant Japanese companies in conducting their business in Vietnam, and he has given lectures to clients’ employees in relation to anti-corruption matters. He has also advised clients in carrying out product recall procedures in Vietnam. Mr. Loc has authored various articles including Anti-Corruption Survey 2014 (Vietnam Chapter) - Anti-Corruption Survey published in 2014, the Mergers & Acquisitions Review - Eighth Edition - (Vietnam Chapter) published in 2014, Vietnam: All change for offshore investors - International Financial Law Review published in 2014, Vietnam: The investment conditions list - International Financial Law Review published in 2015, and Simplifying foreign Investment - International Financial Law Review published in 2016. Mr. Loc is a 2001 graduate of the Ho Chi Minh City University of Law (LL.B), and received an LL.M (with Merit) from Southampton Solent University (England) in 2008. He is admitted to the Ho Chi Minh City Bar Association (since 2008), and the Vietnam Bar Federation (since 2009). He is fluent in both English and Vietnamese.

Sakka’s practice covers private and public M&A transactions, cross-border deals, and day-to-day commercial business. She also has wide-ranging experience representing companies in defending against hostile takeovers. She was seconded to one of the biggest telecommunication company in Japan, working as a Manager in the Corporate Strategy Planning Division. During the secondment, she was put in charge of M&A involving many domestic and cross-border transactions from business and legal standpoints. She acquired qualification as an attorney in New York and Texas during her secondment to an American firm. Leveraging experience in the M&A division of the telecommunication company and an American firm, she focuses on providing strategic legal support in various sectors, including M&A (Inbound/Outbound) and business alliances. Sakka provides tailored legal services in a timely and flexible manner, and plays a leading role in various complex transactions.

Hudson regularly advises Japanese and non-Japanese clients in large, complex cross-border transactions, including stock acquisitions, asset acquisitions, private equity and venture capital investments, intellectual property agreements, joint ventures and strategic alliances. Clients value his communication skills, both in Japanese and English, and his dedication to producing successful outcomes.

As a partner in our M&A/Corporate practice group, Yukihiro’s practice focuses mainly on corporate governance, including institutional design, the operation of boards of directors, statutory auditors, and audit committees, internal control systems, and subsidiary management. He regularly assists clients in a broad range of industries and sectors with designing equity compensation schemes (including employee stock ownership plans and trust structures), disclosures, issues involving the Corporate Governance Code, shareholders’ meetings (including responses to activist engagement and shareholder proposals), and insider trading regulations. In addition, he provides strategic advice on critical management decisions relating to M&A transactions and business reorganizations, such as preparing legal opinions on directors’ duties of care.
He has extensive experience handling labor issues, such as drafting employment rules and internal policies, advising on dismissals and harassment incidents, and other HR matters, as well as representing clients in disputes with employees and labor unions.

After six years of practice in the Tokyo office, Daisuke was seconded to a law firm in the U.S. He joined the Singapore office in 2014 and has managed various M&A transactions including share transfer, subscription of new shares, joint venture formation/dissolution, business transfer, merger, business alliance, etc. in Malaysia, Singapore, Indonesia, the Philippines, and other Southeast Asian countries. Currently, he focuses on Malaysian practice. He provides appropriate advice to clients based on local practices with almost ten years of experience in Southeast Asian matters.

She previously lived in Malaysia, Vietnam and Singapore and is fluent in English, Mandarin, Cantonese and Malay. She has extensive experience and local expertise to advise clients from both legal and practical perspective.

She was admitted to the Malaysian Bar in 2013 and is the managing partner of our strategic alliance firm in Malaysia, WM Leong & Co. She is also a partner at Nishimura & Asahi (Singapore) LLP.

Bayfront Law is Nishimura & Asahi Singapore Office’s counterpart in the Nishimura & Asahi - Bayfront Law Alliance, which is based on Singapore law.