Mitsui-Soko Holdings Co., Ltd. - Capital and Business Alliance with Mitsui Fudosan Co., Ltd., Issuance of New Shares, and Disposal of Treasury Share

Mr. Ota has a wealth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic/international taxation, and personal information/data protection, and works on a wide range of corporate legal affairs cases. In the NIKKEI’s "Most Successful Lawyers" awards he was ranked in the corporate law category (1st) and the tax category (2nd) in 2024; in the corporate law category (1st) and the M&A category (1st) in 2023; and in the corporate law category (1st) in 2022. In addition, he dedicates himself to research and writing activities that bridge academia and legal practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as "Introduction to Corporate Governance" (Iwanami Shinsho), "Hostile Takeovers and Activists" (Iwanami Shinsho), “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, etc.

He has an extensive track record representing issuers, managers, and selling shareholders in various capital market transactions, including global IPOs, global follow-on offerings, convertible bond offerings, debt offerings, private investments in public companies (PIPEs), and J-REIT offerings. He has also been active in finance transactions by venture companies.

Daisuke Matsubara is a partner at Nishimura & Asahi. His practice covers a wide range of areas such as M&A, shareholder meetings, corporate-related litigation, corporate governance, and general corporate matters. Based on a wealth of knowledge and experience in these areas, he excels in large-scale and/or highly-complicated M&A/corporate transactions. Among other matters, he represented Japan Airlines Co., Ltd. in their filing for corporate reorganization proceedings, Suntory Holdings Limited in their acquisition of Beam Inc. and Sharp Corporation in their third party allotment of shares to Hon Hai Precision Industry Co., Ltd. Recently, he has advised on a number of hostile takeover defense cases and shareholder activism cases. He represented Toshiba Machine Co., Ltd. (currently Shibaura Machine Co., Ltd.) in their introduction of contingency takeover defense measures (the first case in Japan) against an unsolicited TOB for their shares, Invesco Office J-REIT, Inc. in their defense against an unsolicited TOB for their investment units and Tokyo Kikai Seisakusho, Ltd. in their introduction of contingency takeover defense measures against a rapid increase of shares in the market.

Kentaro has been involved in a significant number of capital market transactions including Euro bond offerings, global bond offerings, IPOs, follow-on offerings and convertible bonds offerings, conducted by both Japanese issuers and foreign issuers, as the issuer’s counsel or underwriter’s counsel. In addition, he advises on compliance with Japanese disclosure and reporting requirements.

Keiichi Masayasu, a partner in our M&A/corporate practice group, handles a wide range of corporate matters, including domestic and international M&A transactions, joint ventures, private equity, corporate governance, and shareholder meetings, both in normal and emergent phases, focusing on takeover defense and shareholder activism.
He advises clients on preventative measures, such as strengthening governance, before activist strikes or hostile takeovers. He has extensive experience in responding to letters, meeting requests, and white papers from activists, and other activist campaigns, as well as dealing with shareholder proposals, shareholder requests to convene extraordinary shareholders meetings, proxy fights, hostile takeovers, and other unsolicited offers/bids.
He has taken on the challenge of developing legal practices, including designing takeover response policies adopted in emergent phases (emergency poison pills). He has researched and authored publications on cutting-edge theories and practices in these areas, while providing solutions that meet client objectives.