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  • Asia

New Year Special Edition: Asia, the Middle East & Africa (January 2015)

Contents

I. Business Localization and Chinese Legal Practice.
(Toshihiro Maeda, Azusa Nakashima, Takashi Nomura, Misato Rokukawa)

II. The Guidelines of the Hong Kong Competition Commission.
(Masato Yamanaka, Saori Okada, Yoshiaki Otsuki)

III. Legal Due Diligence for M&A transactions in India. (Kotaro Kubo, Naokuni Kuwagata)

IV. The New Legal Rules of Non-bank Areas in Indonesia
- The Possibilities of New Business and the Necessity to Respond. (Yusuke Yoshimoto)

V. The Amendment to the Malaysia Company Act. (Masato Yamanaka, Shunsuke Koyama, Sharon Lim)

VI. Legal Practice in Myanmar in 2014 and its prospects for 2015. (Yusuke Yukawa)

VII. Labor Management in the Philippines. (Masataka Sato)

VIII. Singapore as a Hub for Dispute Resolution in Asia - The Introduction of SIMC and SICC.
(Kotaro Kubo, Tomoro Yoshimoto)

IX. Labor Law and Practice in Sri Lanka. (Kotaro Kubo, Taeko Suzuki)

X. The Amendments to the Civil and Commercial Code in Thailand
(Guarantees and Mortgages). (Takahiro Azuma, Tomoyoshi Jai-ob-orm<)

XI. The Sexual Harassment Prevention Legal Rules in Taiwan. (Ing-Chian Sun)

XII. Amendments to the Investment Law and Enterprise Law in Vietnam: The First Round
(of Three Rounds) (Shiro Muto, Mihoko Fukuzawa, Truong Huu Ngu)

XIII. The Acquisition Structure of Turkish Enterprises. (Yoshihide Matsushita)

XIV. Competition Law in the UAE. (Masao Morishita)

XV. Resource-Rich Country Mozambique: Basic Investment information. (Ryutaro Nakayama, Kohei Ishida)

It is also available in PDF.
Asia Newsletter (January 2015) (Japanese) (1889KB / 32 pages) Download PDF [1.84 MB]

Authors

佐藤 正孝

Masataka Sato has extensive experience with a broad range of cross-border M&A transactions in the ASEAN region, including investments in and acquisitions of listed companies, self-owned or family-owned companies and start-up companies, the formation of joint venture businesses, as well as real estate development projects (including REIT). He also provides advice and solutions in relation to corporate governance, labor, and regulatory compliance matters at the PMI stage.

Mihoko Fukuzawa

  • LPC Partner
  • Tokyo

Mihoko was admitted in Japan in 2000, and worked on domestic and cross-border M&A transactions and other corporate matters, including corporate law, labor law and compliance matters, for several years at the Tokyo office. After the completion of her studies at a law school in the United States, she worked at a law firm in New York and at the legal and compliance department of a company in the United States. She also worked in the firm’s Ho Chi Minh City office in 2011 and Hanoi office in 2016. In Vietnam, based on her extensive experiences in Japan and the United States, she quickly captured clients’ needs and provided the best solutions to companies operating in Vietnam, closely working with local counsel. Utilizing her deep understanding and knowledge on local culture and business practices of emerging countries, she has extensive experience advising many clients on matters relating to South-East Asian countries, especially Vietnam.

吉本 祐介

Mr. Yoshimoto has been engaging in general corporate legal affairs in Indonesia and other emerging countries for nearly 10 years. He was seconded to the legal and compliance departments of both the headquarters and U.S. regional headquarters of a major Japanese general trading company, as well as to one of the largest law firms in Indonesia. During his secondment at the Indonesian law firm, he was involved in a wide variety of matters, including M&A, finance, litigation, criminal matters, and insolvency proceedings. As a key member of the Indonesian Practice Team, he was able to develop a strong network of Indonesian lawyers, which he has been able to utilize, to handle cases efficiently and flexibly with due consideration to local customs and practices. He has also been involved in many M&A and crisis management cases in other ASEAN countries, such as the Philippines and Cambodia, as well as other emerging countries, such as Bangladesh and Brazil, during which he was able to draw upon his experience from his secondment to the trading company to the clients’ benefit.

孫 櫻倩

Ing-Chian is a lead partner of our Taiwan practice group. As one of the few Taiwanese lawyers based in Japan, she handles a wide variety of matters for clients that conduct business in relation to Taiwan, such as M&A, finance, real estate, competition law/antitrust law, IP, and other international legal matters.
Notably, she was the first Taiwanese lawyer ever to be registered as a Gaikokuho-Jimu-Bengoshi (Registered Foreign Lawyer in Japan) qualified to practice law in Taiwan. She is based in Japan, but serves as a Co-Representative of our Taipei office, and provides our Japanese and Taiwanese clients with seamless, timely legal support for both their inbound and outbound legal needs.

湯川 雄介

With a strong background in commercial transactions and corporate governance and compliance, Yusuke focuses on business and human rights, advising companies on various related issues, including the formulation of human rights norms, human rights due diligence, stakeholder engagement, the formulation of human rights clauses in contracts, compliance with modern slavery laws, and consulting on transactions with countries with human rights issues. He is a core member of the Business and Human Rights Projects Team of the Committee on International Human Rights within the Japan Federation of Bar Associations and spreads awareness of the field through lectures at universities and law schools, and by contributing to various publications and seminars. He currently serves as the representative of the firm’s Yangon office providing wide-ranging legal advice to international investors and companies investing and doing business in Myanmar. In addition, Yusuke is involved in a broad range of lawmaking activities in Myanmar to bring their laws into alignment with international standards and norms, and was the first foreign member of the Myanmar Association of Insolvency Practitioners.

鈴木 多恵子

Taeko heads the firm’s India practice, and advises Japanese corporations investing and doing business in India, with a special focus on dispute resolution (litigation and arbitration), and regulatory work (criminal and competition related matters). She also handles jurisdictions such as Sri Lanka, Pakistan, the UAE, Bangladesh, Nepal, Maldives, and other countries in South Asia, the Middle East and Africa.

中島 あずさ

Having many years of experience in Chinese business, she is well versed in Chinese legislation and practice. She is skilled at providing realistic risk assessments and balanced solutions based on local legal systems and operational practices, while understanding client needs. She can provide wide-ranging support for Chinese investments by Japanese companies, M&As, general corporate law, compliance, labor law and international transactions in China, leveraging an accurate understanding of the Chinese legislation and a sense of local practice. In addition to being involved in numerous acquisitions and joint ventures in China with Japanese companies as clients, M&A transactions of Chinese affiliates due to the restructuring of Japanese companies, and designing transaction schemes for target companies (operating companies) after M&A transactions, she also supports on-site surveys for fraud investigations at Chinese subsidiaries.

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.

中山 龍太郎

Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.

山中 政人

Masato Yamanaka joined Nishimura & Asahi in April 2008 after working for Mitsui, Yasuda, Wani & Maeda, Linklaters and Miyakezaka Sogo Law Office. After being seconded to Norton Rose Hong Kong, he started working for Nishimura & Asahi (Singapore) LLP in 2012. Since then, he has supported numerous clients with their M&A transactions, finance, and general corporate matters in the ASEAN region, especially in Singapore, Malaysia and Indonesia. He has significant expertise in public M&As in Singapore, Malaysia and Indonesia.

吉本 智郎

Based in Singapore since April 2014, Tomoro's areas of expertise include general corporate matters and M&A, disputes, labor and crisis management cases in Singapore, Indonesia and other Southeast Asian countries. He strives to deepen his knowledge and understanding of the distinct language/culture/regulations/commercial practices, and believes that communication is the key in any project. He regularly speaks in compliance seminars for the branch offices and the subsidiaries of his clients.

武藤 司郎

Shiro Muto

  • Counsel
  • Hanoi / Ho Chi Minh City

Since 1996, Shiro has worked for about three and a half years at the Vietnamese Ministry of Justice as a long-term expert in a project to support the development of laws by the Japan International Cooperation Agency. He has been using his network of contacts within the Vietnamese government to support clients in a wide range of fields, including the establishment of new overseas subsidiaries and acquisition support, labor disputes, disputes and arbitration with joint venture partners, and negotiations with the government, mainly in the areas with restrictions on foreign investment such as financial, real estate, and logistics. Since 2015, he has served as chairman of the Legal Subcommittee of the Vietnam Japan Chamber of Commerce and Industry and has been involved in the establishment and amendments of the Vietnam Investment Law, the Enterprise Law , the Land Law, and the PPP Law, Draft Decree on Protection of Personal Data in the Japan-Vietnam Joint Initiative and other areas relevant to foreign investment, providing advice to clients that is consistent with local circumstances based on experience from being involved in the legislative process in Vietnam.

野村 高志

He has handled mainly China's legal affairs for more than 20 years, and has a wealth of experience advising numerous Japanese companies investing in China, Chinese-related M&As, corporate restructuring and withdrawal, crisis management, intellectual property rights, labor, litigation and disputes, and Chinese companies' investment projects in Japan. Having spent more than 10 years in Shanghai, China he has earned the trust of his clients thanks to his ability to solve problems in the field. He has written numerous books, papers, and lectures in the fields of Chinese legal affairs and intellectual property.

森下 真生

As an attorney belonging to a Japanese law firm, Masao is the only long-term resident attorney in the Middle East. From Dubai, a hub in the MENA region, he covers a broad area including the Gulf countries, Iran, Israel, Turkey, Egypt, etc.
 
 Masao frequently deals with legal issues inherent to the Middle East, such as commercial agency laws, foreign investment restrictions, and economic sanctions, and has been involved in numerous Middle-East-related seminars and articles.
 
 In the Middle East, where divergences between laws and practices are a frequent issue, he is able to provide practical advice that goes beyond a mere understanding of the contents of applicable laws, drawing on his diverse range of experience and personal connections in the region.
 
 Masao has close relationships with major law firms in each country and coordinates with such firms in an appropriate and timely manner, including controlling attorneys’ fees.
 
 He has also been involved in infrastructure projects worldwide, including at a Japanese investment and trading company and a UK law firm to which he was seconded.