Pattern Energy Group LP: Transfer of shares in Green Power Investment Corporation to NTT Anode Energy Corporation and JERA Co., Inc.
Leading Japanese law firm Nishimura & Asahi advised Pattern Energy Group LP, a US-based renewable energy company, on the sale and transfer of all shares in its Japanese affiliate Green Power Investment Corporation to NTT Anode Energy Corporation, a wholly-owned smart energy subsidiary of NTT Corporation [TSE: 9432], and JERA Co., Inc., a Japan-based energy company.
The Nishimura & Asahi team advising Pattern Energy Group was led by partners Asa Shinkawa, Keitaro Hamada, James Campbell and Akira Iizuka from our corporate/M&A practice, Nathan G. Schmidt and Ryoji Moroi from our natural resources & energy practice, and Madoka Shimada from our competition/antitrust law practice.
Asa Shinkawa has been a partner in the M&A/corporate group at Nishimura & Asahi since 2001. She has a long and successful history of advising Japanese and international corporations and private equity firms. Ms. Shinkawa has advised on mergers and acquisitions, tender offers, cross border transactions, domestic acquisitions and divestitures and going private transactions, restructurings and spin offs, joint ventures, and numerous other kinds of transactions and commercial arrangements. Ms. Shinkawa has been recognized as one of the world's leading lawyers in the field of Corporate/Mergers and Acquisitions in Chambers Global - The World's Leading Lawyers for Business, since 2009, and is ranked as one of the top practitioners in Japan in the field of Corporate/M&A. She was awarded "Dealmaker of the Year" at the ALB Japan Law Awards 2022, "Dealmaker of the Year, North Asia" at the ALB Women in Law Awards 2021 and "Woman Lawyer of the Year" at the ALB Japan Law Awards 2020, "M&A Deal of the Year” at the IFLR Asia-Pacific Awards 2022, "Private Equity Deal of the Year” at The Asia Legal Awards 2021 and "Legal Expertise: Creating a New Standard” at the Financial Times Asia-Pacific Innovative Lawyer Awards 2019, and has received many other accolades. In addition, she has advised on M&A transactions and integrations/business combinations between public corporations in which merger control considerations were a critical prerequisite for the consummation of the transactions. Ms. Shinkawa has also advised extensively on the application of antitrust law in relation to joint ventures, business alliances and other types of cooperative arrangements between competitors, sole-distributorship arrangements, distribution agreements, dealer agreements and license arrangements. She was engaged in the reform of the electricity system in Japan, as an expert member of governmental committees under the Electricity and Gas Market Surveillance Commission and various committees of the Advisory committees for Natural resourse and Energy of the METI from 2015 to 2021.
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.
He represents clients engaged in a broad range of banking and finance matters, including real estate financing facilities, leveraged financing transactions, restructurings, project financing facilities and structured finance transactions. He also has expertise in representing foreign and domestic investors, funds, and corporate entities in various types of matters, including joint ventures, mergers, acquisitions, and investment transactions. In recent years, he has also represented clients engaged in many solar PV projects and other renewable energy projects.
Since the Great East Japan Earthquake in 2011, Moroi Ryoji has been proactively focused on renewable energy related sectors in Japan. He has deep knowledge of the energy-related regulations in Japan and has advised a multitude of Japanese and foreign clients on a wide range of projects (such as development of solar power plants, onshore wind energy plants, offshore wind energy plants, and biomass power plants) and project finance transactions to satisfy their various needs. He has a wealth of experience advising on real estate and structured finance transactions, excels at handling transactions requiring cross-sectional knowledge, and possesses international experience, having worked at Marubeni Europower Limited in London for two years.
Keitaro deals with various cross-border M&A transactions, both inbound and outbound, backed by his experience working in U.S. and Australian law firms. He has an extensive track record of success in handling private equity deals, not only on acquisitions but also on exits. Further, his practice includes M&A generally, such as business integrations, carve-outs, and JV formation. Clients value his outstanding analysis, communication, and presentation skills beyond just language (both Japanese and English), which he leverages for successful discussions and negotiations with clients, advisors, and counterparties.
James has significant experience being the lead negotiator in complex cross-border transactions and coordinating teams of lawyers in multiple jurisdictions with respect to all aspects of such transactions, including with respect to multi-jurisdictional legal due diligence processes, antitrust and other regulatory filings and other local law issues. James has represented private equity and hedge funds, public and private companies and other clients in a broad range of domestic and cross-border transactions and other matters, including mergers and acquisitions, joint ventures, minority investments, venture capital investments, public-private partnerships, private and public securities offerings, tender offers, proxy contests and corporate restructurings. Prior to joining Nishimura & Asahi, James was a corporate associate at firms in New York and Canada.
Since joining Nishimura & Asahi, Akira has been involved in numerous corporate and M&A deals, including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and take-private transactions by PE funds. In particular, Akira has advised on many cross-border transactions. While seconded to ITOCHU Corporation in 2019-2020, Akira was involved in energy- and infrastructure-related transactions, and he has continued to advise on these transactions since his return.