Oval Corporation: Response to proposed takeover offer by Anton Paar GmbH and licence agreement
Leading Japanese law firm Nishimura & Asahi advised Oval Corporation [TSE: 7727], a Japan-based manufacturer of precision measuring devices, on its response to a large-scale purchase of its shares and proposed takeover offer by Anton Paar GmbH, an Austria-based manufacturer of measuring and analysis instruments, and on the conclusion of a licence agreement between the two companies.
The Nishimura & Asahi team advising Oval was led by partners Yo Ota, Daisuke Matsubara, Shigeru Sasaki, and counsel Toshihiko Hamano, supported by Hideki Shirasawa, Kunihiko Suto and Fumika Taniyama.
Mr. Ota has a breadth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic / international Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.
Daisuke Matsubara is a partner at Nishimura & Asahi. His practice covers a wide range of areas such as M&A, shareholder meetings, corporate-related litigation, corporate governance, and general corporate matters. Based on a wealth of knowledge and experience in these areas, he excels in large-scale and/or highly-complicated M&A/corporate transactions. Among other matters, he represented Japan Airlines Co., Ltd. in their filing for corporate reorganization proceedings, Suntory Holdings Limited in their acquisition of Beam Inc. and Sharp Corporation in their third party allotment of shares to Hon Hai Precision Industry Co., Ltd. Recently, he has advised on a number of hostile takeover defense cases and shareholder activism cases. He represented Toshiba Machine Co., Ltd. (currently Shibaura Machine Co., Ltd.) in their introduction of contingency takeover defense measures (the first case in Japan) against an unsolicited TOB for their shares, Invesco Office J-REIT, Inc. in their defense against an unsolicited TOB for their investment units and Tokyo Kikai Seisakusho, Ltd. in their introduction of contingency takeover defense measures against a rapid increase of shares in the market.
Experience in not only large M&A transactions but also mid-small cap M&A transactions, achieving efficiency and considering the internal/business matters within the client, from time being seconded to the legal department in a Japanese investment bank and full-time work in the client office. Experience assisting clients in a wide variety of industries; manufactures, retail, financial institutions, start-ups, etc. Successfully involved in several famous defense cases against hostile takeovers and activism campaigns. Provides legal advice in some crisis management situations and harassment investigations, accounting scandals and other corporate scandals. Such broad experience enables provision of strategic advice on various general corporate matters.
He graduated from the University of Tokyo Graduate School of Frontier Sciences (M.S.) in 2004. Due to his technical background, he advises clients on various technology matters, including artificial intelligence (AI), data protection, medical field, healthcare, software, system, cloud computing, information technology, and DX. He has deep knowledge of artificial intelligence because he studied neural networks, which is the main technology of artificial intelligence, in an academic lab for three years. He successfully passed the Japanese patent attorney examination in 2002, and he has been admitted in Japan since 2009. Therefore, he advises clients on various intellectual property law matters due to his technical background and knowledge as a Japanese patent attorney. Regarding dispute matters of intellectual property, he has handled patent litigation, litigation regarding employee inventions, trade secret litigation and so on. Especially, he has considerable experience in trade secret disputes, and he provides a support service on countermeasures against divulging trade secrets, including drafting company regulations, data management practice, and employee training.