Rakuten Securities Holdings, Inc. - Capital and business alliance with Mizuho Securities Co., Ltd.
Leading Japanese law firm Nishimura & Asahi advised Rakuten Securities Holdings, Inc. on the transfer of 19.99% of its common stock to Mizuho Securities Co., Ltd. and on the strategic capital and business alliance between the two companies.
The Nishimura & Asahi team advising Rakuten Securities was led by partners Atsushi Mizushima and Yotaro Takayama from our corporate/M&A practice, Yasutaka Nishikori, Naoya Ariyoshi and Akihiro Shiba from our financial regulation practice, and Kazumaro Kobayashi from our antitrust practice.
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).
His extensive experience includes securitization transactions regarding a wide variety of receivables and other asset classes as a legal counsel for originators, arrangers, and trustees, and he has worked on structured finance transactions involving various schemes, including those achieved for the first time ever in Japan. He has a great deal of experience engaging in the development of new trust products and complicated trust schemes. As he has worked at the Corporate Accounting and Disclosure Division, the Planning and Coordination Bureau, the Financial Services Agency of Japan, and also has experience engaging in the planning of the financial regulations there, he has provided advice to many financial institutions, including banks, trust banks, securities firms, insurance companies, and nonbanks, as well as business companies and start-ups which enter the financial businesses. He also has a great deal of experience advising companies with respect to the application of the financial regulations on novel transactions or products, including FinTech areas. He has a wealth of experience participating as a member of various study groups and working groups, including government and academia conferences, and has frequently written and spoken on a wide range of topics involving legal systems and finance practice; thus, he is recognized as an opinion leader in the field of finance law.
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.
Akihiro Shiba represents a wide range of clients, including numerous financial institutions and FinTech firms, within and outside Japan, in connection with licensing, compliance and other regulatory matters (such as those related to banking, securities, derivatives, and payments regulations, FDI restrictions, and AML/CFT/CPF requirements), and domestic and cross-border financial transactions (including those related to structured finance and asset management). Since 2014, his practice has focused on various FinTech matters, including those involving various digital tokens (such as cryptocurrencies, securities tokens, stablecoins, and NFTs), online platform-based financial transactions (like social lending and other crowdfunding), and online remittance and payment services (such as mobile payments). He has written numerous books and articles, and given many seminars and lectures, on subjects relevant to his practice areas.
Yotaro engages in all aspects of corporate legal affairs, focusing on domestic and overseas M&A and startup-related deals. Leveraging his broad knowledge and experience, Yotaro analyzes transaction structures, designs execution plans and negotiation strategies, and supports the analysis and execution of transactions to achieve their goals and objectives. In the M&A field, Yotaro has a track record of success in numerous deals, including cross-border transactions, and possesses broad knowledge. In addition, Yotaro lived in Singapore for more than two years and has engaged in numerous M&A deals in Southeast Asia. Having been in charge of M&A transactions in the Corporate Strategy Department of a major listed company, Yotaro has expertise in supporting deals based on the in-house processes and corporate culture of Japanese companies. In the field of startups and new business development, Yotaro has worked on numerous projects for the formation of joint ventures between large listed companies and domestic and overseas startups, the formation or development of new businesses, business alliances, and startup investment. With respect to startup investment, Yotaro possesses extensive knowledge and experience in investments around the world, including in Japan, the U.S., and Southeast Asian countries, as well as in South America and India, and provides advice based on the strategic objectives of Japanese companies and CVCs. Yotaro also has a wealth of experience in supporting start-up companies and has strengths in M&A transactions, financing, intellectual property strategy, and support for overseas business expansion, taking into consideration the characteristics of startups. In addition, Yotaro has a wide range of support experience, including in litigation and disputes between companies, scandals, and labor issues.