Sponsors led by J-Will Partners Co., Ltd. - Investment in Nichi-Iko Pharmaceutical Co., Ltd.
Leading Japanese law firm Nishimura & Asahi advised sponsors led by J-Will Partners Co., Ltd. on acquisition of new shares by third-party allotment in Nichi - Iko Pharmaceutical Co., Ltd., a Japan-based generic pharmaceutical maker, under the Turnaround ADR Proceedings (an out-of-court restructuring procedure).
The Nishimura & Asahi team was led by partners Masaki Noda and Yonson Minami, together with Ryutaro Nakayama, Takashi Saito, Yusuke Motoyanagi, Jiro Abe, Shingo Yamada, Kentaro Yokoyama, Tetsushi Konda,Alisa Inuzuka and Yuki Taguchi, and of counsel Mariko Mimura.
Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.
Masaki Noda is a partner at Nishimura & Asahi, practicing corporate and M&A including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and going-private transaction by PE funds.
Among various types of M&A transactions, Masaki Noda has been advising on many complicated and sophisticated deals requiring structuring of various aspects, such as taxes and outbound and inbound cross-border transactions. Some major transactions he has advised on as lead counsel are the defense of Nippon Paint against a hostile acquisition attempt by Wuthelam Holdings in Singapore; the acquisition of equity interests in Post Advisory in the US by Nippon Life; Rakuten’s purchase of shares in Taiwan Rakuten from Presidential Group in Taiwan; the acquisition of shares in GA Telesis by Century Tokyo Leasing; Nippon Paint’s issuance of shares to Wuthelam Holdings in Singapore and purchase of equity interests in JVs from Wuthelamm Holdings in eight jurisdictions (China, Hong Kong, Singapore, Malaysia, Pakistan, Sri Lanka, Vietnam and Bangladesh); Rakuten’s alliance with AirAsia and formation of a joint venture in Japan (i.e., AirAsia Japan); Nippon Life’s purchase of 80% of the shares in MLC Limited specializing in the life insurance business, after carving out the investment business from National Australia Bank and MLC’s 20-year distribution agreement with National Australia Bank; and a merger of equals with equity consideration between a large Japanese listed company and a US listed company.
Takashi is a seasoned finance lawyer with experience in various types of financing transactions, including acquisition finance/private equity, venture finance, securitization, real estate finance and asset management, having particular strength in crosscutting financial transactions. By integrating his abundant and wide ranging knowledge and experience, he regularly provides multilateral advice to domestic and international financial institutions, mezzanine investors, private equity funds, venture capital funds, real estate funds and asset management companies. In the field of acquisition finance, where Takashi enjoys an impressive reputation according to Chambers, Legal 500 and IFLR, as a core member of our acquisition finance practice, he has advised our clients in a large number of acquisition financing transactions such as LBO/MBO. His strength has been especially demonstrated in transactions having novel and complex structures. Takashi also has a wide ranging of experience in the field of venture finance. Representing one of the largest Japanese venture capital funds, he has advised on venture capital investments in more than 200 startups around the world including Japan, US, UK, Singapore, Canada, Israel, India, Netherlands and South Korea.
Yusuke has a wealth of experience in the areas of capital raising by corporations, the formation of investment funds, and investments in investment funds, in transactions of all sizes, both domestically and internationally. In the field of capital raising, he has an extensive and excellent track record in the issuance of shares by financially distressed listed companies. In regard to fund formation and fund investment, he is constantly involved in numerous transactions, and advises not only on the legal aspects of those transactions, but also on market standards. He also provides advice on a wide range of financial regulations, including those in new fields such as fintech. His advice includes providing guidance on registering or filing notifications required for conducting finance-related business, analyzing new finance-related businesses, and establishing/reviewing the internal compliance rules/systems of his clients. Recently, he has become more involved in blockchain- and token-related matters, including not only those in the finance sector, such as fundraising by issuing crypto assets, listing crypto assets on domestic and foreign exchanges, and other crypto asset-related transactions, but also those in areas outside the finance sector.
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.
Kentaro has extensive experience representing companies in distress, creditors, buyers and other stakeholders across a variety of industries in in- and out-of-court reorganizations. With his significant knowledge and experience, he has served as an ordinary councilor of the Japanese Association of Turnaround Professionals （“JATP”） since 2019, which is currently the only Specified Certified Dispute Resolution Business Operator in Japan. Kentaro's experience also includes advising private companies in connection with acquisitions, mergers, and corporate litigations.
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.
He has handled a number of insolvency and restructuring cases, ranging from small-and medium-sized companies to listed enterprises. In recent years, through coordinating with financial institutions, he has provided expert legal advice on a number of early-stage restructuring cases in relation to corporate M&A and financing. In addition to M&A cases involving funds and companies, he also handles civil and commercial disputes between or within corporations, and provides advice on venture financing and developing legal areas (including agriculture & food and healthcare fields) to start-up enterprises. He is adept at identifying the needs of his clients and providing them with comprehensive legal advice.
As a core member of our acquisition finance practice, Yuki regularly advises private equity funds and major companies (as borrowers) and banks, leasing companies and mezzanine funds (as financers) on M&A transactions. He also advises asset managers and financial institutions on fund formation, fund investment, subscription finance, and other day-to-day issues. He frequently serves as counsel to arrangers and originators in structured finance transactions, primarily those involving securitization of receivables and other assets. His extensive knowledge of his clients’ businesses and relevant financial regulations enables him to offer practical, well-balanced regulatory advice, including advice on the Financial Instruments Exchange Act and the Banking Act of Japan.
Mariko has strong expertise in pharmaceutical industry-focused practices, and she has advised on regulations, compliance, M&A, licensing, etc. She has also been involved in crisis management third-party investigation committees, and gave advice based on her extensive experience and knowledge acquired from her experience as one of the board members and management team of several pharmaceutical companies. She is also actively engaged in pro bono matters and in Diversity & inclusion promotional activities, as well as Business and Human Rights and ESG. She takes a leadership role as a core member of our firm’s D&I Promotion.