Design of Super Voting Shares and related M&A in US and Japan (1)

Mr. Ota has a wealth 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 taxation, and personal information/data protection, and works on a wide range of corporate legal affairs cases. In the NIKKEI’s "Most Successful Lawyers" awards he was ranked in the corporate law category (1st) and the tax category (2nd) in 2024; in the corporate law category (1st) and the M&A category (1st) in 2023; and in the corporate law category (1st) in 2022. In addition, he dedicates himself to research and writing activities that bridge academia and legal 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 "Introduction to Corporate Governance" (Iwanami Shinsho), "Hostile Takeovers and Activists" (Iwanami Shinsho), “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”, 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.

Atsushi combines his experience as an entrepreneur in Silicon Valley and his broad experience as a business attorney to provide solutions to tech companies and startups, including the design of transaction flows and contractual frameworks in business model creation, fundraising, various types of business collaboration with large corporations, IP strategy building, global business expansion, and strategic M&A and joint venture deals. For larger corporations, he advises on business collaboration with companies in other industry domains and on investments in and business collaborations with startups as well as on their new business model creation.