JX Advanced Metals Corporation: Conversion of Toho Titanium Co., Ltd. into a Wholly-owned Subsidiary

Since joining Nishimura & Asahi, Akira has been involved in numerous corporate and M&A deals, including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and take-private transactions by PE funds. In particular, Akira has advised on many cross-border transactions. While seconded to ITOCHU Corporation in 2019-2020, Akira was involved in energy- and infrastructure-related transactions, and he has continued to advise on these transactions since his return.

Kozo’s anti-trust/competition practice covers every area of the practice, i.e., violation cases such as cartel and unilateral conduct, merger regulations, and compliance to prevent violations of Japanese and foreign competition laws. Kozo continues to be recognized by international law journals as one of the top practitioners in Japan in the area of competition law. He has handled large scale international cartel cases and has contributed to the realization of prominent merger regulations. In the area of international trade law, Kozo is widely recognized as a pioneer of trade law practice in Japan and has advised both the private sector and governmental agencies. He has been involved in most of the trade remedy investigations, such as those for the imposition of anti-dumping duties and subsidy countervailing duties as counsel to Japanese and foreign clients, and in some overseas trade remedy investigations to defend Japanese clients. In addition, Kozo’s practice covers international disputes, corporate crisis management, and regulatory investigations.

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.

He served as Director for Foreign Direct Investment Issues at the Ministry of Finance of Japan for three years from 2019 to 2022. During his tenure, he was the chief architect and strategist of the amendment of the FEFTA in 2020, where the threshold for prior mandatory notification for the acquisition of listed company shares by foreign investors was lowered from 10% to 1%. After the enactment of the amendment, he was in charge of reviewing the scope of designated business for the mandatory notification (addition of pharmaceuticals and medical equipment for communicable diseases, and critical mineral resource-related industries), strengthening the operation of screening and post-transaction monitoring, and strengthening cooperation in investment screening with relevant authorities of like-minded countries, including CFIUS of the U.S. He was also engaged in the planning and drafting of the revision of the FEFTA in 2022 (related to crypto assets) and the prohibition of new investment in Russia in response to Russia’s invasion of Ukraine.

He is the co-author of a section-by-section commentary on FDI screening under the FEFTA (“Sho-kai Gaitame-hou, Inward Direct Investment and Specified Acquisition Edition” (Shoji Homu, June 2021). He was also a speaker at webinars on FDI screening for government officials of member countries organized by the Organization for Economic Cooperation and Development (OECD).

May 2021 – Webinar on Transparency, Predictability and Accountability for investment screening mechanisms
May 2022 – Regulatory proportionality of investment screening mechanisms

He has extensive experience handling complex transactions, such as global IPOs and follow-on offerings, private investments in public companies (PIPEs), convertible bonds offerings, debt offerings, and other transactions of class shares, warrants, convertible bonds, and bonds. His involvement in numerous high-profile IPO projects, together with his secondment to the IPO division at Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., has strengthened his practical expertise and capabilities in Japanese IPOs.

He advises clients regarding financial regulations, including disclosure requirements under the Financial Instruments and Exchange Act, Tokyo Stock Exchange rules, and insider trading regulations. He also has experience in a broad range of cross-border matters, including both inbound and outbound transactions.

He was seconded to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (IPO Division) from 2019 to 2021 and worked as an international associate at Simpson Thacher & Bartlett LLP’s New York office from 2022 to 2023. He graduated from New York University School of Law (LL.M. in Corporation Law), Waseda Law School (J.D.), and Tokyo Metropolitan University (LL.B.).

He is admitted to practice in Japan and is a qualified lawyer in New York.