Idemitsu Kosan: Business integration with Showa Shell Sekiyu
Leading Japanese law firm Nishimura & Asahi has been advising Idemitsu Kosan (“Idemitsu”) [TSE: 5019] on all aspects of its business integration with Showa Shell Sekiyu (“Showa Shell”) [TSE: 5002].
Idemitsu, Japan’s second-largest oil refiner by sales, announced it will proceed with a long-delayed integration of its operations with fourth-largest Showa Shell, setting an effective date of the integration on April 1, 2019. Showa Shell will become a wholly-owned subsidiary of Idemitsu through a statutory share-exchange (kabushiki-kokan), and Showa Shell will be delisted from the Tokyo Stock Exchange.
The Nishimura & Asahi team advising Idemitsu is led by partners Michihiro Mori, Ryutaro Nakayama, Yuki Oi, Kohei Koikawa, Naoya Ariyoshi, Kaku Hirao, Yusuke Motoyanagi, Takeshi Nemoto and Kazumaro Kobayashi.
Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.
Yuki Oi is a partner in our M&A/Corporate practice group. He advises domestic and international corporations and financial institutions on their cross-border and domestic M&A transactions. He also handles corporate governance matters and general corporate issues, as well as corporate crisis management matters and commercial litigation.
Some of the major cases he has advised on include representing UFJ Holdings on its integration with Mitsubishi Tokyo Financial Group (2006), Bulldog Sauce on its famous defense against a hostile takeover attempt initiated by Steel Partners (2007), the Osaka Securities Exchange on its integration with the Tokyo Stock Exchange (2011), Idemitsu Kosan on its integration with Showa Shell Sekiyu (2015-19), Toshiba on its divestiture of Toshiba Memory Corporation (2018), and Honda on its strategic alliance with Sony Group in mobility sector (2022).
He was awarded the Young Lawyer of the Year Award at the ALB Japan Law Awards 2019, and the Innovative Practitioners Award at the FT Innovative Lawyers Awards Asia-Pacific 2020. He was also selected as one of Asia’s top 40 lawyers under 40 by Asian Legal Business in 2017.
He has also served as a lecturer at the University of Tokyo, Faculty of Law (2012-13), and Graduate Schools for Law and Politics (2014-present).
He has an extensive track record representing issuers, managers and selling shareholders in various capital markets transactions, incduling global IPOs, global follow-on offerings, convetibles bonds offerings, debt offerings, private investments in public companies (PIPEs), J-REITs offerings. He also has been active in fincance transactions by venture companies.
His main practice area is corporate crisis management and litigation. He is also highly knowledgeable and experienced on matters involving foreign investigations and regulatory authorities. He has dealt with many cases in relation to investigations by the Securities and Exchange Surveillance Commission, the Japanese Fair Trade Commission, the Japanese Public Prosecutor’s Office, etc., as well as foreign authorities such as the U.S. Department of Justice. He has also dealt with a variety of cases such as misconduct by executives and employees, violation of environmental regulations, violation of the regulation regarding pharmaceutical and medical equipment, etc. In addition to cases that require emergency responses, he has advised many companies to build effective whistleblowing systems and anti-bribery compliance programs, and he has assisted with due diligence procedures from a compliance perspective.
His extensive experience includes securitization transactions regarding a wide variety of receivables and other asset classes as a legal counsel for originators, arrangers, and trustees, and he has worked on structured finance transactions involving various schemes, including those achieved for the first time ever in Japan. He has a great deal of experience engaging in the development of new trust products and complicated trust schemes. As he has worked at the Corporate Accounting and Disclosure Division, the Planning and Coordination Bureau, the Financial Services Agency of Japan, and also has experience engaging in the planning of the financial regulations there, he has provided advice to many financial institutions, including banks, trust banks, securities firms, insurance companies, and nonbanks, as well as business companies and start-ups which enter the financial businesses. He also has a great deal of experience advising companies with respect to the application of the financial regulations on novel transactions or products, including FinTech areas. He has a wealth of experience participating as a member of various study groups and working groups, including government and academia conferences, and has frequently written and spoken on a wide range of topics involving legal systems and finance practice; thus, he is recognized as an opinion leader in the field of finance law.
Yusuke has a wealth of experience in the areas of capital raising by corporations, the formation of investment funds, and investments in investment funds, in transactions of all sizes, both domestically and internationally. In the field of capital raising, he has an extensive and excellent track record in the issuance of shares by financially distressed listed companies. In regard to fund formation and fund investment, he is constantly involved in numerous transactions, and advises not only on the legal aspects of those transactions, but also on market standards. He also provides advice on a wide range of financial regulations, including those in new fields such as fintech. His advice includes providing guidance on registering or filing notifications required for conducting finance-related business, analyzing new finance-related businesses, and establishing/reviewing the internal compliance rules/systems of his clients. Recently, he has become more involved in blockchain- and token-related matters, including not only those in the finance sector, such as fundraising by issuing crypto assets, listing crypto assets on domestic and foreign exchanges, and other crypto asset-related transactions, but also those in areas outside the finance sector.
Takeshi has handled many complex M&A transactions and provides sincere advice to his clients. He has extensive experience in M&A-related disputes, and is well versed in the various issues facing companies with founding family shareholders. In recent years, he has been involved in many cases involving business and human rights, impact investing, and advises companies from the perspective of sustainability. He is also actively involved in pro bono work and is one of the most experienced in Japan.
Kazumaro’s antitrust practice spans various industries, including automotive, energy, telecommunication, medical/healthcare and finance. Kazumaro regularly represents clients in high-profile matters, including merger and acquisitions that require approval in multiple jurisdictions, and global and domestic cartel investigations.