A Price Determination Dispute for Appraisal Rights of Investment Equity Relating to the Merger and Acquisition
N&A has represented United Urban Investment Corporation ("UUR") in a price determination dispute for appraisal rights of investment equity relating to the merger and acquisition between UUR and the former Nippon Commercial Investment Corporation. N&A succeeded in defending UUR in the dispute and obtained a court order from the Tokyo High Court virtually dismissing all claims by the opposing party in April 2013. The amount claimed in this case, JPY 766 million, was exceptionally large for the nature of the dispute.
The attorneys who represented the client included Yo Ota, Akihiro Hironaka, Hajime Ueno, Norimitsu Yamamoto, Noriya Ishikawa, Yamato Nozawa and Kozo Kuromatsu.
Akihiro’s experience covers product liability, contractual claims, mass tort claims, and tax disputes, in various industries, in particular in the pharmaceutical and automotive industries. He has also handled disputes arising from M&A transactions, disputes involving construction sites in Asia, Africa, and the Middle East, and disputes arising from the termination of distribution agreements. He has achieved significant results in international arbitrations, including emergency arbitration proceedings under the rules of the ICC, SIAC, AAA-ICDR, and JCAA. He also advised clients in connection with US civil actions, including class actions, and Japanese judicial assistance for foreign court proceedings.
In one notable case, he successfully defended a Japanese trading company against six large vicarious liability lawsuits, involving claims totaling JPY 48.3 billion, filed by claimants including an affiliate of a US-headquartered investment bank and a US hedge fund. He also recovered JPY 13.3 billion for Shionogi & Co. in an action challenging a tax assessment relating to an in-kind contribution of a partnership interest in a cross-border reorganization for the development of a drug for AIDS. He is currently representing a pharmaceutical company in one of the largest product liability lawsuits in Japan.
He is a graduate of The University of Tokyo (LL.B., 1993) and Harvard Law School (LL.M., 2003), and is licensed to practice law in Japan and New York. He served as a Japanese district court judge from 1998 until 2000, and worked at Arnold & Porter (Washington, D.C.) from 2003 until 2004. He is a Fellow of the Chartered Institute of Arbitrators.
He is the author of various books and articles in the areas of litigation and international arbitration, including Yasuhei Taniguchi et al. eds., Civil Procedure in Japan (contributor, Juris Publishing). He was awarded the "Dispute Resolution Lawyer of the Year" at the ALB Japan Law Awards in 2022.
Hajime has extensive expertise in the area of corporate restructuring and insolvency, as well as securitization/structured finance practice (including concession transactions); especially known for his uncanny skills to see through complex issues and the web of differing interests of relevant parties, he is not confined to conventional thinking and instead strives to devise various new deal structures and provide new solutions. He also has an extensive practice in other areas of corporate finance and capital markets, as well as regulatory matters of financial institutions (including Basel accord capital rules). Having spent his youth in the U.S. and having studied abroad, he is fluent in both English and Japanese. He serves as the Firm’s CTO and is engaged in IT/DX-related matters, as well.
By leveraging his experience as a public prosecutor and as a drafting officer for the revision of the Commercial Code and the enactment of the Companies Act at the Civil Affairs Bureau of the Ministry of Justice, he handles a wide variety of corporate proceedings and fact-finding matters in both civil and criminal fields. In addition to obtaining a client’s acquittal in a large special negligence criminal case, he also has prevailed in various other proceedings, including derivative suits, stock purchase price cases, and other matters. He also specializes and has a wealth of experience in labor cases, including collective bargaining with labor unions, public interest corporations, whistle-blowing cases, maritime goods transportation legislation, and ship finance.
Mr. Ota has a breadth 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 Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and 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 “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”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.