Hiroyoshi Kuromaru

Practice Areas

Securities law and corporate law with an emphasis on capital markets: financing by Japanese corporations in Japan and overseas; issues, public offerings (Samurai bonds), private placements and secondary distributions in Japan of bonds, notes, share options, bonds with share options, covered warrants, shares, exchangeable bonds and structured securities by international institutions, foreign national and local governments, government agencies and foreign corporations; IPOs and listings on the Tokyo Stock Exchange of shares; exchange offers and bondholders’ meetings of Argentine and Uruguayan sovereign bonds; general corporate law matters including compliance and corporate governance.

Career

TMI Associates (Partner, 2017-Present); Baker & McKenzie (Gaikokuho Joint Enterprise) (Due to merger with Aoki, Christensen & Nomoto) (International Partner, 2001-2017); Aoki, Christensen & Nomoto (Formerly known as McIvor, Kauffman & Christensen) (Partner, 1992-2001); McIvor, Kauffman & Christensen (Associate, 1983-1992)

Professional Memberships

Dai-Ichi Tokyo Bar Association (1983).

Work Highlights

● Acted for the República Oriental del Uruguay in connection with issues and public offerings of their Samurai bonds in December 2021 and 2024.

● Acted for issuers including the European Investment Bank and Australia and New Zealand Banking Group Limited in connection with issues and public offerings of their Samurai bonds and secondary distributions in Japan (Uridashi) of MTN.

● Acted for issuers including the República Oriental del Uruguay and Export-Import Bank of India in connection with issue and private placement of their Samurai bonds guaranteed by Japan Bank for International Cooperation.

● Advised joint lead managers in connection with issues and public offerings of Samurai bonds of Export-Import Bank of India, National Australia Bank Limited, Westpac Banking Corporation and Malayan Banking Berhad.

● Advised bond administrators in connection with issues and public offerings of Samurai bonds of BPCE S.A. and Crédit Agricole S.A.

● Advised sellers in connection with secondary distributions in Japan (Uridashi) of MTN of World Bank (International Bank for Reconstruction and Development), International Finance Corporation, Asian Development Bank, African Development Bank, Inter-American Development Bank and European Bank for Reconstruction and Development.

● Acted for the Republic of Argentina in connection with the exchange offers of its Samurai bonds and Euro bonds and for the República Oriental del Uruguay in connection with the rescheduling of its Samurai bonds.

● Acted for foreign (sovereign and private) corporations in connection with continuous disclosure obligations in Japan.

● Acted for major Japanese securities companies including SMBC Nikko Securities Inc. and corporations in connection with the establishment and update of their Euro Medium-Term Note Programmes.

Expert in these Jurisdictions

Japan

Languages Spoken

Fluent in Japanese and English, fair in Mandarin.

Education