Honda Motor Co., Ltd. - Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation and Nissin Kogyo Co., Ltd.
Leading Japanese law firm Nishimura & Asahi is advising Honda Motor Co., Ltd. [TSE: 7267 and NYSE: HMC] (“Honda”) on the agreement between Honda and Hitachi, Ltd. [TSE: 6501], Hitachi Automotive Systems, Ltd. (“Hitachi Automotive Systems”), Keihin Corporation [TSE: 7251] (“Keihin”), Showa Corporation [TSE: 7274] (“Showa”) and Nissin Kogyo Co., Ltd. [TSE: 7230] (“Nissin”), regarding the management integration of Hitachi Automotive Systems, Keihin, Showa and Nissin to strengthen the development and distribution of global and competitive solutions in the areas of connectivity, autonomous, sharing/subscription and electrification (CASE).
The integration will create the third-largest auto-parts supplier in Japan, with combined annual sales of approximately JPY 1.7 trillion (approximately USD 15.5 billion).
The Nishimura & Asahi team advising Honda is led by partners Naoko Shimura, Yuki Oi, Azusa Nakajima, Tomohiro Takagi, Takeshi Nemoto and Shingo Yamada, and counsel Kazuya Oishi, Toshihito Yazaki, Satoshi Niki and Tsukasa Tahara.
Naoko handles various types of M&A transactions, such as global/domestic acquisitions and alliances, joint venture transactions, and group reorganizations. She also has extensive experience providing strategic advice on various legal issues commonly faced by corporate clients, including those relating to corporate governance, compliance, commercial contracts/transactions, employment, and crisis management.
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.
Tomohiro’s practice focuses on M&A, joint ventures, and general corporate matters, with a particular emphasis on cross-border transactions. In the area of M&A, he has advised on many acquisitions of foreign companies by Japanese companies, MBOs and other de-listings of Japanese listed companies, and mergers and other integrations between listed companies. In the area of joint ventures, he has advised on numerous overseas joint venture transactions between Japanese companies and foreign companies. Over the last few years, he has also been advising clients in the gaming industry, and is the only Japanese attorney ranked in the Gaming & Gambling category of Chambers Global 2022 and Chambers Asia-Pacific 2022.
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.
Shingo has advised on a variety of domestic/cross-border M&A transactions, the establishment of joint ventures, business alliance transactions, as well as on equity financing matters. His areas of specialization broadly cover general corporate matters, including corporate governance and shareholders’ meetings. In particular, he has extensive experience providing advice on various cross-border/regional M&A transactions, including those in the U.S., Europe, and Asian countries.
- LPC Partner
Satoshi manages a wide range of domestic and cross-border M&As, capital and business alliances and technology alliances where intellectual property rights and technologies, such as semiconductors, autonomous driving, electric vehicles, AI, and systems, were important elements to the transaction. Satoshi is also heavily involved in supporting high-tech startups such as space development, quantum computers, and regenerative medicine, and has extensive experience in contract structure ground design and contract negotiations for building new businesses. In addition, Satoshi makes use of his engineering background to deal with a number of disputes, such as patent infringement proceedings and disputes related to defects in advanced technology products, where technical issues are the main issues.
In M&A transactions, Tsukasa has been involved in a nubmber of transactions, including management integration of large companies, going-private transactions, business carve-outs transactions, and establishment of joint ventures. In recent years, he has especially focused on tender offer transactions, including management buy-outs, and business succession of owner-operated companies. He is strong in efficient and steady execution of transactions based on his extensive experience and is committed to providing flexible solutions that are tailored to the client's situation. In the area of general corporate matters, he handles a wide range of cases, including corporate governance, drafting and review of various contracts, and corporate disputes. He has a deep understanding and extensive experiences of the manufacturing and retail sectors, as well as finance, automotive/auto parts, logistics, and food and beverage.
He became registered as a lawyer in 2003 and since then has been engaged in providing expert legal advice to clients on a wide variety of M&A and corporate legal affairs. From 2008 to 2010, he studied Chinese law at Beijing University School of Law, where he obtained a master's degree in law. Also he obtained valuable legal experience through working at Zhong Lun Law Firm in Beijing. From October 2011 to December 2018, he worked in China at N&A’s Beijing office, where he handled a broad range of China-related projects, including investment projects and M&A deals in China. After returning to Tokyo in 2019, he continued to be involved in Chinese deals, and he currently handles M&A, investment, general corporate legal affairs, and cross-border projects related to China as well as other countries/regions. Language: Business level in both English and Chinese.
Toshihito (Toshi) is a member of our corporate and M&A practice groups. He advises corporate clients, both Japanese and non-Japanese, on domestic and cross-border corporate transactions involving various industries and deal structures, including stock and asset acquisitions, mergers, corporate splits, group reorganizations, joint ventures, and strategic alliances. He has extensive experience in representing international clients in their investments into Japan and their ongoing general commercial transactions, as well as assisting Japanese clients with their investments and business expansions into Asia, Europe, the U.S., and other parts of the world, working closely with local counsel. He has a wealth of international experience, including living in the U.K. for seven years and three years in the U.S. Toshi also has expertise in providing strategic advice on other general corporate matters, including corporate governance, compliance, commercial contracts/transactions, and commercial disputes.
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).