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    Rakuten, Inc.: Group reorganization

Leading Japanese law firm Nishimura & Asahi advised Rakuten, Inc. (“Rakuten”) [TSE: 4755] on its group reorganization.

The Rakuten group currently offers over 70 diverse services, from internet services such as travel, digital content and communications, to fintech services such as credit cards, banking, securities, insurance, and electronic money. Rakuten’s global membership base now exceeds 1.2 billion members.

The group’s reorganization, through absorption-type corporate split transactions by which business divisions will succeed to Rakuten’s wholly-owned subsidiaries, is intended to clarify accountability, further improve efficiency and allow for overall optimization of resources, by putting in place a structure that will enable flexible decision-making and business execution.

The Nishimura & Asahi team advising Rakuten was led by corporate partners Tatsuya Tanigawa, Takuya Matsuo and Makoto Shimizu, working with the firm’s finance regulatory team lead by Yasutaka Nishikori and labour law team of Michihiro Mori. 


錦織 康高

While mainly focusing on financial transactions and financial regulations, he has also advised on a variety of projects such as international disputes regarding financial products and M&A transactions (especially those involving financial institutions). Projects he has represented include an acquisition of shares in Seiyu by KKR and Rakuten in 2021, the restructuring of KDDI’s financial business in 2020, and Aozora Bank’s capital restructuring to repay governmental funds in 2013. He won the “Deal of the Year” award at Japan Achievement Awards 2014/2015 hosted by FinanceAsia and the “Japan Deal of the Year” award at Japan Law Awards 2015 sponsored by Asian Legal Business (ALB) with respect to Suntory Holdings’ acquisition of Beam, Inc. in 2014. His practice area also includes international taxation. Taking advantage of his considerable experience in advising on international financial transactions, he provides clients with practical tax advice both at the stage of transaction structuring and during tax disputes, especially in relation to complicated financial instruments. He successfully represented Tokio Marine & Nichido Fire Insurance in contesting a tax assessment on a cross-border reinsurance transaction ceding earthquake-related risks. He is also very active in academia. He was a Visiting Associate Professor at the University of Tokyo, Graduate Schools of Law and Politics from 2010 to 2013 and has been a lecturer at Keio University Law School since 2014. He has authored numerous academic articles such as Corpus Juris Finance (Co-author; Shojihomu Kenkyukai, 2003), Comparative Income Taxation - Fourth Edition (Co-author; Kluwer Law International, 2019), and Analysis of Issue Prices in Public Offerings (Co-author; Yuhikaku, 2015).

谷川 達也

Tatsuya Tanigawa is a partner at Nishimura & Asahi, and has represented Japanese and non-Japanese buyers and sellers in numerous cross-border transactions in various industries, including stock and asset acquisitions, private equity and venture capital investments, joint ventures, and strategic alliances. He has handled both inbound and outbound transactions, including many public company transactions. He is committed to finding solutions for his clients in any transaction.

清水 誠

Makoto is an M&A/corporate partner. He has advised on numerous cross-border and domestic mergers and acquisitions for a variety of clients including business entities, financial institutions and private equity funds. He also worked for a leading Brazilian law firm for one year and is a key member of the Latin American Practice Group of Nishimura & Asahi, and provides legal advice to clients that operate businesses in Brazil and other Latin American countries.