Toshiba Corporation: Transfer of shares of Toshiba Carrier Corporation to Carrier Corporation
Leading Japanese law firm Nishimura & Asahi advised Toshiba Corporation [TSE: 6502] on its agreement to transfer 55% of the outstanding shares of its heating and air-conditioning subsidiary, Toshiba Carrier Corporation, to its joint venture partner Carrier Corporation, a subsidiary of US-based Carrier Global Corporation [NYSE: CARR].
The Nishimura & Asahi team advising Toshiba was led by partners Hiroshi Uchima, Kazuyoshi Furusumi, Madoka Shimada, Shintaro Uno, Hideshi Obara, Azusa Nakashima and Hiroko Jimbo, supported by Kaori Furuya and Takuma Kanasaki.
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.
Madoka advises clients on various matters of competition law, including domestic and international cartels, bid-rigging, M&A transactions, investigations by the JFTC, leniency applications and general antitrust law compliance. She is especially active in cross-border transactions. She has represented clients in connection with investigations into various global cartels, involving air cargo, marine hoses, TFT-LCDs, airlines, and bearings, and also in various merger-control cases, including a vertical integration between semiconductor equipment manufacturers, and major global merger transactions in the chemical and pharmaceutical industries. She has particular strength and experience handling IT-industry mega deals. Madoka is also active in advising in the international trade area, in particular, government procurement and export control. In addition, she advises on laws preventing unfair competition, including trade secret cases. She served as lead counsel to Nippon Steel Corporation in multinational trade secret litigation against POSCO (a South Korean steel company), a landmark case in this area, and successfully negotiated a favorable settlement for her client. She was a member of the Subcommittee on Unfair Trade Policies and Measures of the Industrial Structure Council at the Ministry of Economy, Trade and Industry from 2013 to 2023.
Kaz is a partner in our Corporate practice. He has strong expertise in various M&A transactions including outbound/inbound deals. He is unique given his broad activities throughout his career, such as professional experience in a management consulting firm and a private equity fund, as well as the start-up of our Hanoi office in Vietnam. Leveraging his insights gained from this experience, he always provides clients with tailored services in a timely and flexible manner.
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.
Since joining the firm in 2003, he has gained experience mainly in the corporate field. Following a one-year secondment from 2008 to the New York Branch of a Japanese financial institution, he worked at a local Thai law firm for two years starting in 2011 to deepen his knowledge of a wide range of fields, particularly concerning the Kingdom of Thailand. In July 2013, he was appointed as the representative of the Bangkok Office along with establishment of the office. He has the advantage of communicating closely with local Thai lawyers and providing appropriate and professional legal advice quickly. Currently based in Bangkok, he is widely involved in M&A, labor, and international transactions, such as general corporate legal matters, investment, joint ventures, and acquisitions in Southeast Asian countries, mainly concerning the Kingdom of Thailand. He is involved in many activities, including the establishment of Japanese companies and organizations in Thailand and other Asian countries, as well as the subsequent issues, seminars, and articles on internal compliance of the companies.
Shintaro specializes in international engineering and construction of infrastructure projects around the world, with a particular focus on Japan and Asia. He has extensive experience advising on a wide range of projects, including semiconductor plants, data centers, high-speed railways, motor highways, submarine cables, coal-mining process facilities, Mass Rapid Transit, high-rise buildings, lithium hydroxide plants, various types of power plants, tunnels, ports, dredging, offshore wind, and water treatment and supply facilities, with primary contracts based on the standard FIDIC contract forms (including Redbook, Yellowbook, Silverbook 1999 and 2017 version), Minkanrengo Building contract, Nikkenren Design Build and ENAA.
He is one of Japan’s leading experts on FIDIC and other construction-industry contracts.
On the contentious side, Shintaro has represented both employers and contractors in proceedings before Dispute Adjudication Boards, arbitral tribunals, and in the courts of various jurisdictions.