Carlyle: Sale of Tokiwa Cosmetics Group Inc. to Nihon Kolmar Holdings Co., Ltd.

Since 2002, Hiroshi has been a partner in the firm’s M&A and corporate practice area. His experience ranges from M&A (business integration, acquisition and organizational restructuring between operating companies, acquisition of listed/unlisted companies by funds, going private, cross-border M&A, etc.) to general corporate law (general meetings of shareholders, corporate governance, various commercial transactions and contracts, financing, personnel and labor, response to legal revisions, disputes, crisis management, etc.). While he has extensive experience in large-scale and complex M&A transactions, he also provides efficient and effective advice depending on the status of the project in areas such as overseas M&A of Japanese companies, expansion into Japan by overseas companies, and support for startup businesses. In crisis management and dispute cases, he provide practical and effective advice to ensure clients achieve their goals based on a thorough understanding of the circumstances faced by the client. His clients are diverse, including domestic and overseas companies, financial institutions, and investment funds.

Keitaro deals with various cross-border M&A transactions, both inbound and outbound, backed by his experience working in U.S. and Australian law firms. He has an extensive track record of success in handling private equity deals, not only on acquisitions but also on exits. Further, his practice includes M&A generally, such as business integrations, carve-outs, and JV formation. Clients value his outstanding analysis, communication, and presentation skills beyond just language (both Japanese and English), which he leverages for successful discussions and negotiations with clients, advisors, and counterparties.

He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.

Madoka advises clients on various matters of competition law, including domestic and international cartels, bid-rigging, M&A transactions, investigations by the JFTC, leniency applications and general antitrust law compliance. She is especially active in cross-border transactions. She has represented clients in connection with investigations into various global cartels, involving air cargo, marine hoses, TFT-LCDs, airlines, and bearings, and also in various merger-control cases, including a vertical integration between semiconductor equipment manufacturers, and major global merger transactions in the chemical and pharmaceutical industries. She has particular strength and experience handling IT-industry mega deals. Madoka is also active in advising in the international trade area, in particular, government procurement and export control. In addition, she advises on laws preventing unfair competition, including trade secret cases. She served as lead counsel to Nippon Steel Corporation in multinational trade secret litigation against POSCO (a South Korean steel company), a landmark case in this area, and successfully negotiated a favorable settlement for her client. She was a member of the Subcommittee on Unfair Trade Policies and Measures of the Industrial Structure Council at the Ministry of Economy, Trade and Industry from 2013 to 2023.

Alisa Inuzuka advises clients in the life science and healthcare industries on matters including pharmaceuticals, medical devices, in vitro diagnostics, cosmetics, health foods, medical systems, and laboratory tests. In addition, she has experience in M&A, regulatory advice, reviewing and drafting various contracts, and crisis management and investigation, as well as communicating with the relevant authorities in these areas. She also supports non-healthcare companies in entering into the healthcare industry as well as the entry of non-Japanese healthcare companies into the Japanese market. She seeks to contribute to enhancing people’s health and lives by working to maximize clients’ business opportunities.