Toho Co., Ltd. - Acquisition of Tokyo Rakutenchi Co., Ltd.
Nishimura & Asahi advised Toho Co., Ltd. [TSE: 9602], a Japan-based motion picture, theatrical production and real estate company, on its acquisition through tender offer of Tokyo Rakutenchi Co., Ltd. [TSE: 8842], a Japan-based real estate leasing and recreational facilities company.
The Nishimura & Asahi team advising Toho was led by partners Hiroshi Uchima, Yasunori Ishizaki, Junko Wakabayashi, and Keita Yasui.
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.
Since joining Nishimura & Asahi in 2006, Yasunori has dealt with various M&A transactions in Japan and overseas. In particular, with respect to transactions involving listed companies, he excels at strategizing flexibly based on the complex circumstances and needs of the parties concerned, and seeing such projects to completion. When handling M&A transactions, he places an emphasis on maximizing the benefit to his clients while giving due consideration to the overall benefit to all of those involved. In addition to the above, Yasunori has advised on defenses against hostile takeovers and responses to shareholder activism for companies such as Toshiba Machine (currently Shibaura Machine) and Tokyo Kikai Seisakusho. In recent years, he has also provided advice for the acquisition side of hostile takeovers, with industrial companies as his clients.
Junko Wakabayashi specializes in antitrust and competition law. She has extensive experience with various antitrust matters and issues, including merger filings, cartels, transactional matters, and compliance, in both domestic and cross-border cases. She regularly engages with global clients and negotiates with competition authorities on their behalf. Due to her prior experience at the Ministry Land, Infrastructure, Transport, and Tourism, where she engaged in policy and rule making, as well as operations, and built a network of connections in government offices, Junko has a deep knowledge and understanding of regulations and government affairs, particularly those that impact transportation industries (e.g., aviation, automotive). She was seconded to a major energy company, where she acquired familiarity with the energy industry. Her wide range of experience enables her to provide precise, tailored advice that accurately addresses and responds to each client’s needs and business operations.
Keita has experience of working in the Financial Services Agency of the Government of Japan as a government official who has been in charge of the revisions of Japan’s Corporate Governance Code and Japan’s Stewardship Code. Furthermore, he has gained practical experience in Fidelity International, which is one of the largest global asset management companies, through engaging with investee companies, in proxy voting, and sustainable investing in the Investment Management Department. He applies this experience to provide legal services on various corporate matters, including corporate governance, sustainability-related matters, M&A transactions, and relationships with shareholders and other stakeholders. He provides tailored advice on the matters by properly considering the interests of multi-stakeholders based on his extensive knowledge and experience in the field. He has also authored numerous books and articles, and he has been a regular speaker at lectures and seminars on practical legal issues.