Corporate/M&A: International Firms: Japan

THE FIRM Allen & Overy's worldwide reputation and global network put it in a strong position to conduct international M&A deals. The firm combines overall M&A expertise with particular skill in the projects and energy sectors. Recently, it advised Kyowa Hakko Kirin on its acquisition of ProStrakan, a British pharmaceutical company, valued at GBP292 million.

KEY INDIVIDUALS Counsel Jeremy White is highly experienced in cross-border M&A work. He recently advised Qantas on its joint venture with Japan Airlines to create Jetstar Japan, and represented GlaxoSmithKline in a strategic alliance in the pharmaceutical space with Daiichi Sankyo.

THE FIRM As befits one of the largest firms in Japan, this group of over 40 lawyers is one of the most well-resourced in the corporate/M&A area. This deep bench was recently augmented by the recruitment of outbound M&A specialists Hideo Norikoshi and Jiro Toyokawa, and a number of specialised associates. Substantial numbers of both gaiben and Japanese bengoshi equip the team to handle international and domestic issues with equal deftness. A highlight of its recent work was advising Hitachi on its acquisition of eBworx, a Malaysian financial IT company valued at JPY4.7 billion.

Sources say: "They're swiftly responsive and we rely on them a lot."

KEY INDIVIDUALS Hiroshi Kondo heads the firm's M&A practice and is described as a "famous and well-respected practitioner," praised for his clear and pragmatic advice and excellent command of English. In addition to being lead partner on the Hitachi deal, he advised Tokio Marine Capital on the sale of its 50% interest in Showa Yakuhin Kako to Unison Capital.

Hideo Norikoshi is an outbound cross-border M&A specialist with over 20 years' experience. Dual-qualified in Japan and the UK, he has advised on numerous transactions in a variety of Asian, European and American jurisdictions and is widely respected in this sphere.

Jiro Toyokawa specialises in both inbound and outbound cross-border M&A. Clients appreciate the fact that "he gives not just legal advice, but also strategic business advice." He recently acted as lead partner advising Meiji Yasuda Life Insurance on its joint acquisition with Talanx of controlling interests in two Polish insurance companies.

THE FIRM Its strong international presence has made this firm the favourite of many large Japanese trading houses, including Mitsubishi, Mitsui and Sojitz. A recent highlight saw the team advise the JS Group on its USD750 million acquisition, through its subsidiary LIXIL, of the Italian design and construction group Permasteelisa.  

Sources say: "They are very quick, knowledgeable, and they understand what it is that we expect."

KEY INDIVIDUALS Andrew Whan heads the corporate group at Clifford Chance Tokyo, having recently arrived from Hong Kong. Acclaimed as "a very good and sensible practitioner" with a reputation for especially attentive client service, he recently advised NEC on its joint venture with China's Lenovo Group to create the largest PC group in Japan.   

THE FIRM Whilst enjoying excellent connections to domestic Japanese corporates, this group tends to focus on major transactions with significant US-related elements. It is nevertheless very skilled in communicating effectively with its clientele in Japanese, and wins praise for its understanding of Japan's social and business culture. A recent highlight was advising NEC on the AUD449 million acquisition of Convergys's information management business.

Sources say: "The quality of their work is excellent." "Their lawyers speak fluent Japanese and work closely with their New York counterparts."

KEY INDIVIDUALS Ted Paradise is characterised as "a distinguished lawyer with broad and deep knowledge of almost every field of both Japanese and American law." Clients also appreciate his considerate manner and close attention to their objectives. Recently, he was joint lead partner representing Toyo Seikan in its USD775 million acquisition of Stolle Machinery.

Mörk Murdock is "a very good speaker and listener" with "great, very flexible negotiation skills." He played a particularly prominent role in the Stolle Machinery deal and was also involved in the NEC matter.

THE FIRM Offering a fully integrated team of Japanese bengoshi and gaiben, this firm has an extremely strong international network, making it the preferred choice of many prominent Japanese institutions. All Freshfields bengoshi speak both English and Japanese. A highlight amongst recent deals was representing Barclays in its role as financial adviser to Able & Partners during AC Corp's bid to complete its MBO of Able.  

Sources say: "When it comes to complex legal matters, they draw out the most important aspects for the client, and advise in a very skilful, precise way."

KEY INDIVIDUALS James Lawden has a deep knowledge of Japanese business culture, stemming from his having practised in Japan for over 25 years. Experienced in several practice areas, he is respected in all, attracting the spontaneous praise of one client for having "done excellent work for me over many years."

Corporate practice head Edward Cole is respected by his peers and appreciated by clients as "a tremendous negotiator" who "helps them to find solutions or alternatives in every legal issue." He recently advised CVC Capital Partners on its MBO of Japan's largest engineering staffing business.

Junzaburo Kiuchi is lauded both for his expertise in M&A matters and for the linguistic and relationship skills which allow him to "manage cultural differences, stepping in and taking care of everything." He recently played a key role advising RHJ International on its JPY14.2 billion divestment of its stake in Asahi Tec, one of Japan's largest cross-border transactions of recent years.

THE FIRM The Herbert Smith Freehills corporate practice is subdivided into two groups, one covering its specalist area of energy, infrastructure and mining matters and the other tackling all other corporate sectors. The team also focuses strongly on outbound work, which has made up about 90% of recent mandates. It lately advised two leading Japanese steel companies on joint ventures in the Indian market.    

Sources say: "I highly recommend them for corporate matters. Their research and analysis are quick, precise and always up to our expectations."

KEY INDIVIDUALS James Robinson heads the Tokyo M&A team and draws praise for his sensitivity to Japanese business culture and ability to combine "a good sense of the bigger picture" with "very fine, specific advice." He recently advised Nintendo on its acquisition of the European software technology company Mobiclip.

THE FIRM This firm is respected for its ability to handle complex, cross-border M&A transactions for both outbound Japanese and inbound international investors. Clients are impressed by the team's commitment and consistency, and by its quick turnaround of documentation. A notable recent mandate was advising German company HC Starck on the refinancing and restructuring of its joint venture with JNC to develop high-performance batteries, a deal valued at JPY1.5 billion.

Sources say: "From a business perspective, their expertise is invaluable."

KEY INDIVIDUALS Rika Beppu heads the corporate department, and is highly regarded for her excellent communication skills and in-depth knowledge of the Japanese and major European jurisdictions. She recently acted as lead partner advising Fast Retailing on a joint venture with Mitsubishi in Thailand.

Of counsel Jacky Scanlan-Dyas is acclaimed as "a truly first-class professional" whose candour, industry and "superb, commercial advice" put her skills much in demand. She played a key role in the majority of the team's most significant recent deals, including the HC Starck and Fast Retailing matters.

THE FIRM This team handles both inbound and outbound transactions and, whilst maintaining particularly strong links to clients in the manufacturing industries, is distinguished by the very wide variety of business sectors it serves. Clients particularly appreciate the firm's ability to field lawyers who can advise authoritatively in Japanese or English on the finer points of both Japanese and US law. The team lately advised Dainippon Sumitomo Pharmaceutical on its USD200 million acquisition of Boston Biomedical.    

Sources say: "A wonderful practice: they are very flexible, receptive to our needs, have a global network, and are quick to look for solutions to problems."

KEY INDIVIDUALS Nobutoshi Yamanouchi leads the practice.

THE FIRM This team is particularly active handling M&A transactions in Japan's much-regulated broadcasting, telecommunications, infrastructure and energy sectors. It acts most prominently on deals connecting the Japanese and American jurisdictions, but also draws extensively on the resources of the firm's 31-office global network. It recently represented Recruit in its USD410 million acquisition of the staffing operations providers Advantage Resourcing America and Advantage Resourcing Europe.

KEY INDIVIDUALS Michael Yoshii heads the Tokyo office's practice, and is noted as a highly experienced practitioner who is "outstanding at providing what the client requires and more, in M&A transactions." He recently acted for Chubu Electric Power in its USD460 million acquisition of interests in five electricity generation plants owned by the American independent power producer Tenaska. 

THE FIRM A focused M&A team, combined with a global network and experienced partners, makes this firm a popular choice for both Japanese businesses and foreign corporations. It is keenly appreciative of the differences between the Japanese and other business cultures, and works effectively to bridge the gaps. It recently advised e-commerce giant Rakuten on its acquisition of Play Holdings in the UK and of Wuaki.tv in Spain.

Sources say: "They're extremely client-focused. If any legal difficulties should arise, they're always there for us."

KEY INDIVIDUALS Team head Hiroya Yamazaki attracts praise for his deep knowledge of the Japanese legislation most likely to affect transactions in this space. He recently advised Nippon Paper Group on its HKD936 million acquisition of approximately 172 million shares in the Chinese company Lee & Man Paper Manufacturing.

THE FIRM With over 40 lawyers primarily dedicated to work in this space, this firm has one of the deepest corporate/M&A benches in Japan. The firm's global reach, international expertise and reliable, responsive service are widely appreciated, and the team acts regularly for some of the best-known names in Japanese business, including Fujitsu, Mitsui and Nikon. A highlight amongst recent deals was advising Hitachi on the USD4.8 billion sale of its subsidiary Hitachi Global Storage Solutions to Western Digital.

Sources say: "They provide advice of unparalleled quality and go the extra mile to ensure that we're covered." "They stand out for their depth of bench and experience."

KEY INDIVIDUALS Ken Siegel is the Tokyo office's managing partner, and the head of the M&A practice. "Good at dispensing commercial as well as legal advice," he is generally agreed to be one of the most impressive M&A lawyers in Japan. He recently acted as lead partner advising Toshiba on its USD2.3 billion acquisition of the multinational energy management corporation Landis+Gyr.

Gary Smith is a familiar face on the Tokyo M&A circuit, and is praised for his strategic business acumen, impressive command of Japanese and excellent negotiation skills. He recently advised Taiyo Pharmaceutical on its sale of a 57% share in its business to Israel’s Teva, a deal which gave Taiyo an enterprise value of USD1.3 billion.

Fuyuo Mitomi is the managing partner of Ito & Mitomi and is characterised by one commentator as "an excellent and very user-friendly lawyer." He was recently lead partner advising Kirin on its USD400 million joint venture with China Resources Enterprise of Hong Kong to manufacture soft drinks for distribution across Greater China.

Ryugo Yoshimura is a "well-respected and very hard-working" practitioner and regularly advises Japanese and international businesses, particularly those in the hi-tech and life sciences sectors, on a wide range of cross-border transactions.  

Ivan Smallwood is especially respected for the swiftness of his work and his apparent tirelessness. He recently acted as joint lead partner advising Gree on its USD104 million acquisition of the American social gaming network provider OpenFeint.

Stanley Yukevich is hailed as "a really good negotiator for international deals, who knows Japanese corporate culture well." He was recently lead partner advising Terumo on its USD2.6 billion acquisition of Caridian BCT, the largest such deal yet achieved in the medical device sector by a Japanese company. 

Dale Araki's experience in the M&A sphere and helpful fluency in both English and Japanese make clients particularly "comfortable to entrust cross-border deals to him." He specialises in advising Japanese businesses on foreign M&A transactions, particularly those with significant IP aspects.

THE FIRM This firm fields a noted, multilingual M&A practice, which advises on all aspects of a transaction, from due diligence to financial closure. It acts across a wide spectrum of industry areas, including healthcare, energy and TMT. A recent highlight was advising GE Aviation on its planned joint venture with Nippon Carbon of Japan and Safran of France.

Sources say: "They are fast to respond and give us great answers to our questions."

KEY INDIVIDUALS Toshi Arai is respected for his responsive and innovative approach and for his expertise in handling Chinese M&A transactions for American and Japanese clients. He recently, for example, advised Kobe Steel on its acquisition of a 44.3% share in Wuxi Compressor.

Edward Johnson's extensive experience and high reputation in this space lead one commentator to observe that "everybody knows him." Particularly well known for his expertise in matters in the technology and biotechnology spaces, he recently represented Cell Signaling Technology in its joint commercialisation project with Astellas Pharma.

THE FIRM This team focuses chiefly on handling matters with a US law element for Japanese clients, but retains a full capability to advise offshore clients interested in making acquisitions in Japan. It recently advised Sumitomo Metals on its USD340 million acquisition of Standard Steel from Trimaran Fund Management, and acted for Mitsui Sumitomo Life Insurance in the USD530 million acquisition of 26% of the India-based Max New York Life Insurance. 

KEY INDIVIDUALS Kaye Yoshino is hailed as "a very good lawyer," appreciated for her bilingual capability and expert knowledge of US law. She acted as lead Tokyo partner in the Mitsui Sumitomo matter and has also represented Citi and Oaktree Capital Management.  

Tong Yu is best known for his capital markets work, but is also characterised as "highly effective in a corporate setting," particularly where US-related matters are concerned. He is especially adept providing advice on the US securities law aspects of cross-border transactions. He is also fluent in Korean. 

Mie Ono is fluent in English and a native Japanese speaker. She focuses on Japan-based corporate transactions and regularly advises investment banks on deal structuring.

THE FIRM This respected team is renowned for its expertise in handling cross-border transactions in US and European jurisdictions for blue-chip Japanese companies. It prides itself on offering a truly global service, and on its ability to advise on US SEC law. It recently acted for Fujifilm in its USD995 million acquisition of SonoSite, a deal which required mastery of unique aspects of Washington state law. Other recent clients include Hitachi, Mitsubishi and Toyota. 

Sources say: "They have a lot of Japanese clients, so they understand our needs well, and can get back to us very quickly. Their explanations of legal issues are also easy to understand." "We really needed this done fast, and they were able to do it right away - even in the middle of the Christmas season!"  

KEY INDIVIDUALS Kenneth Lebrun heads the Tokyo M&A practice. He is described by more than one commentator as "one of the best US M&A lawyers in Tokyo," and clients are as impressed by his close understanding of the Japanese scene as they are by his "great experience and knowledge of how things are done in the USA." He was recently lead partner assisting Citigroup Global Markets in its advisory role in Kirin's acquisition of a controlling stake in Aleadri-Schinni Participações e Representações, Brazil's largest independent brewers.

Masahisa Ikeda is the managing partner of the Tokyo office. Clients characterise him as "well prepared and consistent, yet relaxed in manner," and value his superlative communication skills and precisely targeted advice. He lately acted as joint lead partner representing Toyota Motor in its USD995 million acquisition of Toyota Auto Body and USD363 million acquisition of Kanda Auto Works.

THE FIRM This well-regarded practice wins praise for its proactive approach and deft handling of high-profile, cross-border mandates. Best known for its representation of Japanese clients in the USA and of American clients in Japan, its impressive global reach also makes it a popular choice for Japanese and other Asian clients doing deals in other jurisdictions, such as Australia and Brazil. The team recently acted for Toshiba Medical Systems in its USD273 million acquisition of the US-based medical software provider Vital Images. 

Sources say: "In terms of complex, global M&A work they have no peer." "The firm is configured for strong collaboration across borders, so accessing their global reach and expertise is very easy."

KEY INDIVIDUALS David Sneider heads both the Tokyo office and the corporate practice. He attracts effusive comment from clients, who acclaim him as a "very well-respected and really brilliant" practitioner and "one of the best lawyers in Japan for cross-border work." His "decades of experience," comprehensive "understanding of the Japanese business and legal environments" and "clear, candid, straight to the point advice" are singled out for specific praise.

THE FIRM This firm's global reach and international reputation in the M&A space equip it well to represent Japanese companies both abroad and domestically, and to act for prominent international players in their Japanese-related transactions. Its ability to handle the widest variety and most complex of deals, such as Tomy's USD640 million acquisition of the RC2 Corporation, is especially admired. The team also represented Landis+Gyr during its USD2.3 billion acquisition by Toshiba.

Sources say: "They gave us very great help, providing excellent American-Japanese teamwork in a very complicated matter. Only true global firms can do this, and I counted on them a lot."

KEY INDIVIDUALS Mitsuhiro Kamiya is one of the most respected M&A lawyers in Japan, attracting such comments as "without him, there is no success" and "no one else is more of a star." Particularly admired for his ability to bridge the gaps between the American and Japanese business cultures, he recently acted as joint lead partner advising Advantest on its USD1.1 billion acquisition of the Singaporean semiconductor test equipment company Verigy.

Nobuhisa Ishizuka is widely respected by both clients and peers in this area. A thoroughly reliable practitioner, prized for the candour of his advice, "he has the knowledge and experience to guide the client appropriately." Recently, he was joint lead partner advising Marubeni on its USD3.6 billion acquisition of the Gavilon Group, one of America's leading grain handlers.

Michael Mies is a highly active M&A lawyer, noted for his "deep insight and tremendous speed." Lately, he was joint lead partner advising Miraca Holdings on its USD725 million acquisition of Caris Life Sciences, the first acquisition of a US clinical laboratory testing business by a Japanese company.  

THE FIRM This team's chief strength lies in the handling of US-focused M&A mandates, but it also handles a substantial amount of inbound and domestic work. Clients especially value its ability to apply its comprehensive grasp of US corporate and finance law to their transactions and explain the implications clearly. The group is also able to draw upon Sullivan & Cromwell's global M&A expertise. Recently, it advised Tokio Marine Holdings on its USD2.7 billion acquisition of the Delphi Financial Group.

Sources say: "They are a superb firm in the area of US law. They're there for us 24/7, including their US-based colleagues, whom we talk to very often."

KEY INDIVIDUALS Izumi Akai is co-head of the Tokyo M&A practice, and his knowledge of US law is said to put him in "a category all by himself." He was recently lead Tokyo partner advising Kubota on its USD280 million acquisition of a controlling stake in the Norwegian agricultural machinery manufacturer Kverneland.

THE FIRM This firm's global network, and its ability to handle mandates quickly and efficiently, combine to make it the preferred choice in corporate matters of such prominent clients as ITOCHU, JBIC, Toshiba and SOFTBANK. It acts with equal proficiency on both inbound and outbound Japan-related transactions. One highlight of its recent work was advising the Haier Group on its acquisition of Sanyo Electric's domestic appliance business, the first acquisition of a major Japanese brand by a Chinese company.

Sources say: "They get to know our needs in detail, respond quickly and meet very tight deadlines." "A strong, global service with lots of experience."

KEY INDIVIDUALS Jun Usami is joint head of the firm's M&A team, and is appreciated for his combination of legal and commercial insight: "He understands our business very well and knows what we want." Recently, he was lead partner advising JBIC on an equity investment in a Vietnam-based joint venture in the mining sector.

Practice co-head Brian Strawn is especially valued for his fluent Japanese and sensitive appreciation of the differences between Western and Japanese business culture. He recently acted as lead Japan counsel advising Pfizer on the JPY2.38 billion sale of its Capsugel division to KKR.