Getting the Deal Through 2019 - Shareholder Activism & Engagement: Japan

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.

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.

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.