Mitsubishi UFJ Lease & Finance Co., Ltd. - Business Integration through Merger with Hitachi Capital Corporation
Leading Japanese law firm Nishimura & Asahi advised Mitsubishi UFJ Lease & Finance Co., Ltd. (“MUL”) [TSE: 8593] on its business integration through a merger with Hitachi Capital Corporation [TSE: 8586].
The Nishimura & Asahi team advising MUL was led by partners Makoto Igarashi, Megumi Shimizu, Madoka Shimada, Kohei Koikawa, Masato Yamanaka, Azusa Nakashima, Kentaro Sugimoto, Yasunori Ishizaki, Junya Kokaji and Nobuhiro Tanaka.
He plays a vital senior role within the firm’s fund/asset management practice group which he has set up. With the resources of Japan’s largest law firm, he and his colleagues are able to assist clients in all aspects of large-scale buyout and financing transactions, including due diligence, financing and tax matters, strategy and compliance issues, and regulatory filings. Over 30 years, he has extensive experience as counsel to fund promoters, investment managers, placement agents, pension funds and various other financial institutions, providing specialist advice in respect of fund raising and placement of buyout funds, turnaround or mezzanine types of private equity funds, hedge funds, infrastructure funds, real estate funds and any other types of collective investment scheme. He also serves as counsel to investment fund institutions and advisers, financial advisers, banks and other senior lenders, advising on buyout loans and other debt/equity financing matters. He is a 1987 LLB graduate of the University of Tokyo and received an LLM from Harvard Law School in 1994. He has been a member of the Japanese and New York Bars since 1989 and 1995 respectively, and fluent in both English and Japanese. He joined the firm in 1989 and has been a partner from 1998. He spent one year on secondment at Cravath, Swaine and Moore, New York (1994 to 1995) and served as lecturer on finance law at Keio Law School, Tokyo (2004 to 2013) and as corporate auditor at Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (2014 to 2022).
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.
Megumi has broad experience in M&A transactions (public and private deals), joint ventures, strategic alliances, going private, intra-group reorganizations, investment in startups, and other commercial transactions in various business sectors, including fashion, finance, healthcare, food and beverage, renewable energy, and auto parts. She also advises clients in general corporate matters, including corporate governance and various compliance matters. She is a member of the firm’s Life Sciences/Healthcare Practice Group, and she advises clients in connection with licensing, distribution, collaboration and other contractual arrangements based on her knowledge and experience in legal matters related to the pharmaceutical industry.
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.
Kentaro has been involved in a significant number of capital market transactions including Euro bond offerings, global bond offerings, IPOs, follow-on offerings and convertible bonds offerings, conducted by both Japanese issuers and foreign issuers, as the issuer’s counsel or underwriter’s counsel. In addition, he advises on compliance with Japanese disclosure and reporting requirements.
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.
Masato Yamanaka joined Nishimura & Asahi in April 2008 after working for Mitsui, Yasuda, Wani & Maeda, Linklaters and Miyakezaka Sogo Law Office. After being seconded to Norton Rose Hong Kong, he started working for Nishimura & Asahi (Singapore) LLP in 2012. Since then, he has supported numerous clients with their M&A transactions, finance, and general corporate matters in the ASEAN region, especially in Singapore, Malaysia and Indonesia. He has significant expertise in public M&As in Singapore, Malaysia and Indonesia.
Since joining Nishimura & Asahi in 2006, Yasunori has dealt with various M&A transactions in Japan and overseas. In particular, with respect to transactions involving listed companies, he excels at strategizing flexibly based on the complex circumstances and needs of the parties concerned, and seeing such projects to completion. When handling M&A transactions, he places an emphasis on maximizing the benefit to his clients while giving due consideration to the overall benefit to all of those involved. In addition to the above, Yasunori has advised on defenses against hostile takeovers and responses to shareholder activism for companies such as Toshiba Machine (currently Shibaura Machine) and Tokyo Kikai Seisakusho. In recent years, he has also provided advice for the acquisition side of hostile takeovers, with industrial companies as his clients.
Junya handles every kind of M&A deal, whether listed or closed companies, domestic or cross-border, as well as general corporate matters such as shareholders’ meetings and corporate governance. He always provides accurate advice to clients at any time and earns their trust with flexible and dedicated support. In light of his strengths and experience, in recent years, he has been involved in large-scale and complex M&A deals and management integration projects of listed companies. He is also involved in a lot of investment projects by domestic and overseas PE funds. Additionally, with his experience working for law firms in Brazil and Argentina, he supports Japanese companies expanding their businesses to Latin American countries as a member of the Latin American Practice Team. He also has a rich network of law firms in Latin American countries.