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    Toyota Tsusho Corporation: Acquisition of 85% stake in SB Energy Corporation

Leading Japanese law firm Nishimura & Asahi advised Toyota Tsusho Corporation ("Toyota Tsusho") [TSE: 8015] on its acquisition of 85% of shares in SB Energy Corporation, a Japanese wholly-owned subsidiary of SoftBank Group Corporation (“SBG”) [TSE: 9984], with the aim of maximizing synergy in the renewable energy businesses of both Toyota Tsusho, SBG, and their group companies.

The Nishimura & Asahi team advising Toyota Tsusho was led by partners Hiroshi Uchima, Madoka Shimada, Kohei Ishida, Yoshiyuki Asaoka and Amane Kawamoto, supported by Kaori Furuya.

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内間 裕

Since 2002, Hiroshi has been a partner in the firm’s M&A and corporate practice area. His experience ranges from M&A (business integration, acquisition and organizational restructuring between operating companies, acquisition of listed/unlisted companies by funds, going private, cross-border M&A, etc.) to general corporate law (general meetings of shareholders, corporate governance, various commercial transactions and contracts, financing, personnel and labor, response to legal revisions, disputes, crisis management, etc.). While he has extensive experience in large-scale and complex M&A transactions, he also provides efficient and effective advice depending on the status of the project in areas such as overseas M&A of Japanese companies, expansion into Japan by overseas companies, and support for startup businesses. In crisis management and dispute cases, he provide practical and effective advice to ensure clients achieve their goals based on a thorough understanding of the circumstances faced by the client. His clients are diverse, including domestic and overseas companies, financial institutions, and investment funds.

島田 まどか

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.

石田 康平

He has been involved in the establishment of a variety of funds, including private equity funds, venture funds, CVC, infrastructure funds, renewable energy funds, and real estate funds. Structuring advice in connection with Financial Instruments and Exchange Act and other securities regulations is his area of specialty. He also actively supports investment activities of funds, such as M&A, LBO finance, and venture investments. Further, he focuses on the development, acquisition, and/or project finance of renewable energy projects supporting developers, including, but not limited to, renewable energy funds. He also has experience in IPP projects abroad as a member of a leading Japanese trading company. He is a member of the Africa practice team and Middle-East practice team, and has a good connection with law firms in such areas. He actively supports Japanese companies in the expansion of their businesses in Africa and the Middle-East.

川本 周

Amane has extensive experience in a number of project finance transactions and acquisitions in connection with renewable energy projects in Japan and other Asian countries. In addition to his broad knowledge of the complex regulations surrounding renewable energy, he also has a deep understanding of IPP business reinforced by his work experience in London at a major Japanese trading company. His clients include domestic and international energy project developers, investors, lenders, construction contractors, and utility companies. He advises, represents, and advocates on behalf of clients in a wide range of transactions in the renewable energy sector, including development of green-field projects, debt and equity financing, selling and acquisition of energy projects, and legal due diligence. He also has a wealth of experience in offshore wind projects from the emergence of offshore wind business in Japan in the mid-2010s, including advising clients in the public tender process under the Offshore Renewable Energy Act.