Nagashima Ohno & Tsunematsu

Managing Partner: Soichiro Fujiwara

Number of partners: 157 (as of January 1, 2024)

Number of lawyers: 603 (as of January 1, 2024)

Languages: Japanese, English, Chinese, French, German, Dutch, Thai, Vietnamese, Indonesian, Filipino, Malay, Hindi, Korean, Spanish, Portuguese, Russian

Firm Overview

Nagashima Ohno & Tsunematsu is the first integrated full-service law firm in Japan and one of the foremost providers of international and commercial legal services based in Tokyo. The approximately 600 lawyers of the firm, including about 50 experienced lawyers from various jurisdictions outside Japan, work together in customised teams to provide clients with the expertise and experience specifically required for each client matter.

Video of “Our Story”: https://www.noandt.com/en/firm/history/

Video of “Our Team”: https://www.noandt.com/en/firm/philosophy/

Main Areas of Practice

• Corporate
• M&A
• Finance
• Global investigations/Crisis management/Compliance
• Restructuring and Insolvency
• Dispute Resolution
• Labor and Employment
• Real Estate and REITs
• Intellectual Property
• Antitrust and Competition
• Tax
• Wealth Management/Succession Planning
• Infrastructure/Energy/Environment
• Pharmaceutical and Healthcare
• Hospitality
• Technology
• Media/Entertainment and Sport
• Data Protection and Privacy
• Consumer Law
• International Trade and Commerce, and Economic Sanction
• Global Practice

Selected Representations

M&A / Private Equity

• Toshiba Corporation in its acquisition by a consortium led by Japan Industrial Partners, Inc.
• A consortium of JERA Co., Inc. and NTT Anode Energy Corporation in its acquisition of Green Power Investment Corporation from Pattern Energy Group LP
• The Nagano Bank, Ltd. in its business integration with The Hachijuni Bank, Ltd. through a share exchange
• Hitachi Construction Machinery Co., Ltd. in the sale of its controlling shares by Hitachi Ltd.
• PAG in its acquisition of the Huis Ten Bosch Theme Park

Banking & Finance and Capital Markets

• Toshiba Corporation in its issuance of new shares by way of third-party allotment to international investors
• Japan’s three mega-banks (Mitsubishi UFJ Financial Group, Inc., Mizuho Financial Group, Inc., and Sumitomo Mitsui Financial Group, Inc.) in their respective issuances of TLAC Compliant Senior Notes, including U.S. SEC registered notes
• Sony Group Corporation in its global offering of new shares and public offering of Convertible Bonds in Japan
• Toyota Motor Corporation in its issuance of First Series Model AA Class Shares (as co-counsel with other Japanese law firms)
• Mandated lead arrangers of project finance transactions involving the concessions of major airports in Japan, e.g., the Osaka and New Kansai International Airports and the Fukuoka Airport

Real Estate and REITs

• KKR & Co. Inc. in its JPY 230 billion acquisition of the entire share capital of Mitsubishi Corp. - UBS Realty Inc.
• Invesco Group in its defensive TOB for Invesco Office J-REIT, Inc., as a countermeasure against a hostile TOB initiated by Starwood Capital Group

Antitrust and Competition

• Booking.com B.V. in its JFTC investigation on a parity (MFN) clause, which ultimately ended with a commitment decision
• The Aomori Bank, Ltd. in its merger with The Michinoku Bank, Ltd., the first case utilizing the special statute for mergers of regional banks without the usual JFTC merger control

Compliance and Dispute Resolution

• Mitsubishi Electric in its global investigation and crisis management of improper quality management practices
• Dentsu Group Inc. in the investigation into its role in coordinating sponsorship for the Tokyo 2020 Olympic and Paralympic Games
• Novartis Pharma K.K. in its criminal defense against charges of data manipulation in Japan

Restructuring and Insolvency

• Mizuho Bank, Ltd. in its Pre-DIP financing to Marelli Holdings Co., Ltd.
• Trustee of MtGox Co., Ltd. in its newly commenced civil rehabilitation proceedings
• Takata Corporation in its global restructuring and sale of its global assets and operations to Key Safety Systems, Inc.

Intellectual Property

• Nintendo Co., Ltd. in copyright infringement and unfair competition prevention litigation against Maricar concerning its street go-kart business

TMT

• NTT Corporation in the establishment of a joint venture (Space Compass) with SKY Perfect JSAT Corporation that will launch a novel integrated space computing network
• Sony Group Corporation in the establishment of a joint venture with HONDA Motor Co., Ltd. that engages in the sale of high-value-added electric vehicles (EVs) and provides services for mobility

Tax

• Universal Music Group’s Japanese subsidiary, securing a first-ever landmark decision at the Supreme Court, rejecting the government’s application of Japanese business purpose/economic substance doctrine
• Shire plc, in its $62 billion share-for-share acquisition transaction by Takeda Pharmaceutical Company Limited (acted as Japanese counsel)

Offices

Tokyo (Nagashima Ohno & Tsunematsu Tokyo Office)

Address: JP Tower, 2-7-2 Marunouchi, Chiyoda-ku, Tokyo 100-7036, Japan

Tel: +81-3-6889-7000 (general)

Fax: +81-3-6889-8000 (general)

Email: [email protected]

New York (Nagashima Ohno & Tsunematsu NY LLP)

Address: 450 Lexington Avenue, Suite 3700, New York, NY 10017, U.S.A.

Tel: +1-212-258-3333

Singapore (Nagashima Ohno & Tsunematsu Singapore LLP)

Address: 6 Battery Road Level 41 Singapore 049909

Tel: +65-6654-1760

Fax: +65-6654-1770

Bangkok (Nagashima Ohno & Tsunematsu (Thailand) Co., Ltd.)

Address: 34th Floor, Bhiraj Tower at EmQuartier

689 Sukhumvit Road, Klongton Nuea, Vadhana, Bangkok 10110, Thailand

Tel: +66-2-302-4800

Fax: +66-2-302-4899

Ho Chi Minh City (Nagashima Ohno & Tsunematsu HCMC Branch)

Address: Suite 1801, Saigon Tower 29 Le Duan Street, District 1, Ho Chi Minh City, Vietnam

Tel: +84-28-3521-8800

Fax: +84-28-3521-8877

Hanoi (Nagashima Ohno & Tsunematsu Hanoi Branch)

Address: Suite 10.04, CornerStone Building, 16 Phan Chu Trinh, Hoan Kiem District, Ha Noi City, Vietnam

Tel: +84-24-3266-8140

Fax: +84-24-3266-8141

Jakarta (*Associate office) (IM & Partners in association with Nagashima Ohno & Tsunematsu)

Address: Jakarta Mori Tower 14th Floor, Unit 1401, Jalan Jenderal Sudirman Kav. 40-41, Jakarta 10210, Indonesia

Tel: +62-21-2509-8080

Fax: +62-21-2509-8090

Shanghai (Nagashima Ohno & Tsunematsu Shanghai Representative Office (Japan))

Address: 21st Floor, One ICC, 999 Middle Huaihai Road

Xuhui District, Shanghai 200031, China

Tel: +86-21-2415-2000

Fax: +86-21-6403-5059