The Kanagawa Bank, Ltd. – Tender offer by The Bank of Yokohama, Ltd.
Leading Japanese law firm Nishimura & Asahi advised The Kanagawa Bank, Ltd., a Japanese commercial bank, on a tender offer for its common and preferred shares by The Bank of Yokohama, Ltd. [TSE: 8332], a wholly-owned subsidiary of Concordia Financial Group, Ltd. [TSE: 7186], a Japanese bank holding company.
The Nishimura & Asahi team advising Kanagawa Bank was led by partners Yasutaka Nishikori, Tatsuya Tanigawa, Tatsuya Nakayama, Susumu Tanizawa and 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).
Tatsuya Tanigawa is a partner at Nishimura & Asahi, and has represented Japanese and non-Japanese buyers and sellers in numerous cross-border transactions in various industries, including stock and asset acquisitions, private equity and venture capital investments, joint ventures, and strategic alliances. He has handled both inbound and outbound transactions, including many public company transactions. He is committed to finding solutions for his clients in any transaction.
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.
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.