ORIX Corporation: Basic agreement to acquire shares of DHC Corporation
Leading Japanese law firm Nishimura & Asahi advised ORIX Corporation [TSE: 8591; NYSE: IX], a Japan-based financial services group, on reaching a basic agreement to acquire the shares of DHC Corporation, a Japan-based cosmetics group.
The Nishimura & Asahi team advising ORIX was led by partners Tatsuya Nakayama, Yasuo Tsukitome and Tetsushi Konda together with Toshiyuki Nonaka, Taeko Morita, Kaoru Tatsumi, Isamu Imaizumi, Yusuke Urano, Masaru Umeda, Kazumaro Kobayashi, Alisa Inuzuka, Ing-Chian Sun and Azusa Nakashima, supported by Akira Iizuka.
He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.
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.
Ing-Chian is a lead partner of our Taiwan practice group. As one of the few Taiwanese lawyers based in Japan, she handles a wide variety of matters for clients that conduct business in relation to Taiwan, such as M&A, finance, real estate, competition law/antitrust law, IP, and other international legal matters.
Notably, she was the first Taiwanese lawyer ever to be registered as a Gaikokuho-Jimu-Bengoshi (Registered Foreign Lawyer in Japan) qualified to practice law in Taiwan. She is based in Japan, but serves as a Co-Representative of our Taipei office, and provides our Japanese and Taiwanese clients with seamless, timely legal support for both their inbound and outbound legal needs.
Since she joined Nishimura & Asahi in 2004, she has been involved in various types of corporate matters, including M&A, compliance and corporate group internal controls. She handles in day-to-day matters as well as strategic and special situations, and can provide business advice. With respect to corporate governance matters, she provides practical advice on the full spectrum of corporate governance matters including administration of shareholder meetings, company organization structures, disclosure, administration of the board of directors, board evaluations, executive compensation, and company indemnification. She also has extensive experience in the field of consumer law matters, such as how to respond to consumer-law related regulations, consumer organizations, and investigations by authorities. She has expertise and provides advice on advertising, marketing activities, and e-commerce.
Tatsuya Nakayama is a partner in our M&A and corporate practice and was previously seconded to a top-tier U.S. international law firm. He has represented Japanese and non-Japanese buyers and sellers in numerous domestic and cross-border M&A and other commercial transactions, including financial institutions M&A, strategic alliances, private equity, equity finance, startups and venture capital investments. He also has considerable expertise in strategy planning at all stages from early stage to PMI and advises on a broad range of legal issues in the field of general corporate matters, including corporate governance, and banking and insurance. Leveraging such significant expertise and experience, he provides attentive expert advice in an effective, practical and timely manner. He also has experience serving as an outside officer for private companies and as a lecturer at a prestigious university and law school in Japan.
Mr. Tatsumi mainly advises clients on international and domestic corporate transactions such as mergers, MBOs/LBOs, joint ventures, venture capital investments and other types of M&A transactions, as well as general corporate matters and commercial disputes relating to such corporate transactions; advising major business companies, financial institutions, and private equity funds, both in Japan and overseas.
Mr. Tatsumi is one of only a few lawyers in Japan who has been seconded as an attorney to the Ministry of Justice, and during his tenure there he had a significant role in important governmental activities, such as the amendment of the Companies Act.
Drawing on his significant expertise and deep knowledge, he has authored numerous books and articles in the area of M&A, as well as general corporate law. These publications provide practical solutions to complex legal issues, and bolster Mr. Tatsumi's reputation as a highly respected legal practitioner.
Yasuo has an extensive track record, including many restructuring and bankruptcy cases representing a variety of stakeholders, such as debtors, sponsors and creditors. He also has special expertise in M&A, dispute and risk management cases. In addition, he is involved in PPP/ infrastructure cases and renewable energy cases.
Based in New York, Yusuke has advised on numerous M&A transactions, such as domestic/cross-border acquisitions and alliances, TOB transactions, going private/MBO transactions, joint venture transactions, venture capital investments, and group reorganizations, with a focus on Japan-U.S. cross-border M&A transactions. He has also handled various cross border cartel cases for domestic and foreign clients. He also regularly provides U.S. and global clients doing business in Japan with corporate governance, compliance, risk management, labor, intellectual property, and other general corporate advice.
Clients value Isamu’s unique insight into the challenges and uncertainties that they face in a dynamic, growing region. In addition to his experience in Vietnam, he has practiced in Tokyo and various other Asian locations, including a secondment to an Indian law firm. He is known for leveraging his international experience and cultural insights into the local legal and commercial practices to resolve complex, cross-border legal issues in a timely manner, working closely with local counsel. He advises on investments at all stages, from inception to post-closing operations, as well as dispute resolution.
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.
- NY LLP Partner
- New York
Mr. Umeda has a wide range of experience handling corporate matters for Japanese clients investing in the U.S. and Mexico. He was seconded to a Mexican law firm (Mexico City and Queretaro) from 2016 to 2018, where he was involved broadly in corporate matters concerning Japanese companies operating in Mexico. Since 2019, he has provided practical support to Japanese companies located in the U.S. and Latin America in regard to M&A, general corporate legal affairs, compliance, labor management, disputes, and debt collection, while giving due consideration to local practices. In addition to his work on U.S.- and Mexico- related matters, Mr. Umeda also utilizes his connections with leading law firms in Latin America to allow for collaboration at a local level and thereby provide more flexible support to clients.
He has been engaged in a multitude of corporate restructuring cases from the perspectives of debtors, creditors, and sponsors, and as such, has extensive experience in in-court and out-of-court proceedings. He has also been involved in medium-to large-scale M&A transactions and corporate-related disputes (such as claims for damages, defamation, determination of share price, and clawbacks under Bankruptcy Act cases). Accordingly, he can provide the clients with support and advice from a wide range of perspectives.
In addition, he has experience and knowledge in how Japanese companies invest (such as the acquisition of local companies), and conduct their business in Thailand, as well as cross-border restructuring cases.
Alisa Inuzuka advises clients in the life science and healthcare industries on matters including pharmaceuticals, medical devices, in vitro diagnostics, cosmetics, health foods, medical systems, and laboratory tests. In addition, she has experience in M&A, regulatory advice, reviewing and drafting various contracts, and crisis management and investigation, as well as communicating with the relevant authorities in these areas. She also supports non-healthcare companies in entering into the healthcare industry as well as the entry of non-Japanese healthcare companies into the Japanese market. She seeks to contribute to enhancing people’s health and lives by working to maximize clients’ business opportunities.
Since joining Nishimura & Asahi, Akira has been involved in numerous corporate and M&A deals, including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and take-private transactions by PE funds. In particular, Akira has advised on many cross-border transactions. While seconded to ITOCHU Corporation in 2019-2020, Akira was involved in energy- and infrastructure-related transactions, and he has continued to advise on these transactions since his return.