Daikin Industries, Ltd. - Acquisition of Duplomatic MS S.p.A
Leading Japanese law firm Nishimura & Asahi advised Daikin Industries, Ltd. [TSE: 6367], a global air conditioning solutions provider, on its acquisition of Duplomatic MS S.p.A, an Italian hydraulic equipment maker.
The Nishimura & Asahi team advising Daikin Industries was led by partners Hiromune Usuki, Hiroki Kaga, Sakka Kobayashi, Masanori Ban, Azusa Nakashima, Dominik Kruse, Noriya Ishikawa, Taeko Suzuki, Cuiping Zhang, Kazuho Nakajima, Junko Wakabayashi and Hiroko Jimbo, and counsel Kayo Kaneko and Takefumi Suzuki.
Having many years of experience in Chinese business, she is well versed in Chinese legislation and practice. She is skilled at providing realistic risk assessments and balanced solutions based on local legal systems and operational practices, while understanding client needs. She can provide wide-ranging support for Chinese investments by Japanese companies, M&As, general corporate law, compliance, labor law and international transactions in China, leveraging an accurate understanding of the Chinese legislation and a sense of local practice. In addition to being involved in numerous acquisitions and joint ventures in China with Japanese companies as clients, M&A transactions of Chinese affiliates due to the restructuring of Japanese companies, and designing transaction schemes for target companies (operating companies) after M&A transactions, she also supports on-site surveys for fraud investigations at Chinese subsidiaries.
He has extensive experience handling cases involving complex legal issues, such as mergers and acquisitions by a public-private investment fund in the context of a business turnaround, a high-value dispute between a securities company and a stock exchange, adoption of anti-takeover defense measures for the first time in Japan, expansion of foreign businesses into the Middle East involving geopolitical risks, and commercial arbitration involving sizable claims regarding M&A price adjustment clauses. Recently, he been advising on risk assessments for transactions, contract drafting, voluntary self-disclosure to government authorities, responses to enforcement actions by the authorities, and establishment of internal control systems with respect to economic security regulations. In particular, he engages in numerous transactions involving economic sanctions, export controls and other economic security regulations regarding conflicts between the US and China over technology competition and human rights issues in Myanmar, Iran and Russia.
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.
Having worked as a partner in a prestigious law firm in China for about 3 years, in September 2010, Cuiping decided to come to Japan and work as one of the leaders of our China Practice Team, so as to take a step closer to her clients willing to expand their business globally and to help resolve their foreign legal issues more timely and actively. As an international lawyer specialized in the legal and business practice of both China and Japan, she has participated in plenty of investment and M&A projects between China and Japan using her fluent Chinese and Japanese. She also helps her clients to expand their business both domestically and globally using her strong social network established via numerous cross-border projects. Besides general corporate practice and corporate governance, she also devotes herself to cutting-edge legal issues such as the protection of data or personal information, presents creative resolutions to her clients, and provides them with continuous support on their overseas business. She also brings the latest legal news regarding China and Japan to her clients proactively not only by publishing articles, but also by attending multiple business seminars as a speaker.
Masanori is known for his extensive experience in a wide range of legal matters in Myanmar, Bangladesh, Thailand, and other Asian countries. Masanori also has significant expertise in supporting matters in relation to Business and Human Rights. Masanori has worked as a secondee at local law firms in Singapore and Myanmar, and as an in-house lawyer at a major Japanese international electronics manufacturer. By leveraging his insight into Asian markets and industries, Masanori provides flexible and practical solutions to the challenges and difficulties that clients face in their daily business, as well as in regard to developing markets and new legal issues. Masanori also provides advice on domestic and international matters in a variety of legal fields, including M&A, joint ventures, and other corporate transactions, as well as financial transactions, labour matters, and restructuring transactions.
Noriya advises national and international clients from various industries, with a focus on multi-national data protection law projects, such as drafting policy, data transfer agreements and out-sourcing agreements, IT compliance questions, and data breach issues. Since he has experience working with local counsel in more than 80 jurisdictions, he has in depth knowledge of the similarities and differences among data protection laws in many jurisdictions. He can provide his advice taking into account the difference of Japanese laws and other main data protection laws such as the GDPR, CCPA, and PIPL (China).
By leveraging his experience abroad and his secondment to a trading company in Japan, Hiroki Kaga has experience in complex cross-border transactions. His strength is the knowledge and experience of cutting-edge practices in the M&A, start-up and private equity area.
Taeko heads the firm’s India practice, and advises Japanese corporations investing and doing business in India, with a special focus on dispute resolution (litigation and arbitration), and regulatory work (criminal and competition related matters). She also handles jurisdictions such as Sri Lanka, Pakistan, the UAE, Bangladesh, Nepal, Maldives, and other countries in South Asia, the Middle East and Africa.
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.
Junko Wakabayashi specializes in antitrust and competition law. She has extensive experience with various antitrust matters and issues, including merger filings, cartels, transactional matters, and compliance, in both domestic and cross-border cases. She regularly engages with global clients and negotiates with competition authorities on their behalf. Due to her prior experience at the Ministry Land, Infrastructure, Transport, and Tourism, where she engaged in policy and rule making, as well as operations, and built a network of connections in government offices, Junko has a deep knowledge and understanding of regulations and government affairs, particularly those that impact transportation industries (e.g., aviation, automotive). She was seconded to a major energy company, where she acquired familiarity with the energy industry. Her wide range of experience enables her to provide precise, tailored advice that accurately addresses and responds to each client’s needs and business operations.
Dominik serves as co-representative of our offices in Frankfurt and Düsseldorf, Germany. He advises Japanese companies on corporate and cross-border M&A matters, as well as European companies regarding their business expansion into Southeast Asia (notably Indonesia, Thailand and Vietnam). He has a wealth of international experience and brings unique insights into deal-making across different cultures in both emerging and mature markets. Before joining the Tokyo office of Nishimura & Asahi in November 2019, Dominik worked at Clifford Chance (based out of Düsseldorf, Germany, and New York) and as in-house counsel at Pfizer, Inc. (New York).
Kayo has been involved in several large-scale domestic M&A, corporate restructuring and start-up transactions. Based on her experience studying in Germany and being seconded to a traditional German corporate law firm, she aims to be agile and responsive to clients' needs with regard to matters in Germany and throughout Europe, where EU law is applicable. She spent approximately four years in Germany, where she not only studied European antitrust law, but also gained practical experience at a local office for more than two years. While on secondment to the Ministry of Justice, she was involved in cases concerning the revised Companies Act of 2020 and the revised Commercial Code, particularly the Maritime Law. She provides support based on her understanding of the theoretical and academic background of the Companies Act and the Commercial Code.
In 2015, Mr. Takefumi Suzuki was dispatched to a leading foreign law firm in Myanmar, where he was stationed for one year. He was also engaged as a special researcher to research legal affairs and markets in Myanmar for two years by the Ministry of Justice of Japan. He has experience in legal education/public interest projects, such as the project to draft the business legal affairs text book for judges in Myanmar with the cooperation of the Supreme Court of Myanmar, and delivered legal lectures to judges in Myanmar on business legal affairs. He has been engaged in a large number of cross-border transactions, such as cross-border M&A and joint venture transactions, and strives to flexibly handle the cases to adjust to and respect local customs and practices based on his broad experience in emerging and developed countries. He also has extensive experience in providing advice to governments and quasi-governmental organizations in Japan and foreign countries.