KDDI Corporation - Subscription for shares in Jibun Bank Corporation and planned commencement of tender offer for shares in kabu.com Securities Co., Ltd.
Leading Japanese law firm Nishimura & Asahi advised KDDI Corporation (“KDDI”) [TSE: 9433] on its decision to make Jibun Bank Corporation (“Jibun Bank”) its subsidiary by subscribing through third-party allocation for all of its newly issued shares, and on KDDI’s planned commencement of a tender offer for shares in kabu.com Securities Co., Ltd. (“kabu.com Securities”).
KDDI will establish an intermediate financial holding company, au Financial Holdings Corporation (“au Financial Holdings”) in order to strengthen its settlement and financial business and to commence its “Smart Money Concept”, which allows settlements and financial transactions through smartphones.
KDDI will also transfer five companies, namely Jibun Bank, which will become KDDI’s subsidiary, KDDI Financial Service Inc., WebMoney Corporation, KDDI Asset Management Company, Limited, and KDDI Reinsurance Corporation, which are KDDI’s subsidiaries, to the control of au Financial Holdings on April 1, 2019 (tentative date). In addition, KDDI plans to standardize the names of the five companies under the control of au Financial Holdings, and au Insurance Company, Limited and kabu.com Securities, which are members of the KDDI group, by changing them to names that include the au brand, within FY2019.
The Nishimura & Asahi team advising KDDI was led by finance regulatory partners Yasutaka Nishikori and Susumu Tanizawa, corporate partners Takuya Matsuo and Yoshito Wakabayashi, and competition law partner Kazumaro Kobayashi.
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).
After earning his LL.M. at Vanderbilt University Law School in the U.S., he worked as a secondee at a NY office of a leading Japanese bank and the Tokyo office of an international investment bank. Upon returning to N&A, he developed an extensive track record in a broad range of finance matters, including financial regulations, capital markets (especially REIT), ship finance, M&A in the financial sector, compliance, and communication with financial authorities. He is one of the main members of our FinTech practice team and has extensive experience with respect to FinTech-related matters, and has advised a wide variety of clients, ranging from traditional financial institutions to start-ups. He also has particular expertise in regard to the payment space. In addition, he advises clients on financial regulations in M&A transactions involving financial institutions, and has experience in a broad range of cross-border matters, including inbound and outbound transactions.
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.