Honda Motor Co., Ltd. - Strategic Alliance with Sony Group Corporation

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.

Yuki Oi is a partner in our M&A/Corporate practice group. He advises domestic and international corporations and financial institutions on their cross-border and domestic M&A transactions. He also handles corporate governance matters and general corporate issues, as well as corporate crisis management matters and commercial litigation.
 
 Some of the major cases he has advised on include representing UFJ Holdings on its integration with Mitsubishi Tokyo Financial Group (2006), Bulldog Sauce on its famous defense against a hostile takeover attempt initiated by Steel Partners (2007), the Osaka Securities Exchange on its integration with the Tokyo Stock Exchange (2011), Idemitsu Kosan on its integration with Showa Shell Sekiyu (2015-19), Toshiba on its divestiture of Toshiba Memory Corporation (2018), and Honda on its strategic alliance with Sony Group in mobility sector (2022).
 
 He was awarded the Young Lawyer of the Year Award at the ALB Japan Law Awards 2019, and the Innovative Practitioners Award at the FT Innovative Lawyers Awards Asia-Pacific 2020. He was also selected as one of Asia’s top 40 lawyers under 40 by Asian Legal Business in 2017.
 
 He has also served as a lecturer at the University of Tokyo, Faculty of Law (2012-13), and Graduate Schools for Law and Politics (2014-present).

He has extensive experience handling cases involving complex legal issues, such as mergers and acquisitions by a public-private investment fund in the context of a business turnaround, a high-value dispute between a securities company and a stock exchange, adoption of anti-takeover defense measures for the first time in Japan, expansion of foreign businesses into the Middle East involving geopolitical risks, and commercial arbitration involving sizable claims regarding M&A price adjustment clauses. Recently, he been advising on risk assessments for transactions, contract drafting, voluntary self-disclosure to government authorities, responses to enforcement actions by the authorities, and establishment of internal control systems with respect to economic security regulations. In particular, he engages in numerous transactions involving economic sanctions, export controls and other economic security regulations regarding conflicts between the US and China over technology competition and human rights issues in Myanmar, Iran and Russia.

Satoshi manages a wide range of domestic and cross-border M&As, capital and business alliances and technology alliances where intellectual property rights and technologies, such as semiconductors, autonomous driving, electric vehicles, AI, and systems, were important elements to the transaction. Satoshi is also heavily involved in supporting high-tech startups such as space development, quantum computers, and regenerative medicine, and has extensive experience in contract structure ground design and contract negotiations for building new businesses. In addition, Satoshi makes use of his engineering background to deal with a number of disputes, such as patent infringement proceedings and disputes related to defects in advanced technology products, where technical issues are the main issues.

Kazumaro’s antitrust practice spans various industries, including automotive, energy, telecommunication, medical/healthcare and finance. Kazumaro regularly represents clients in high-profile matters, including merger and acquisitions that require approval in multiple jurisdictions, and global and domestic cartel investigations.

In M&A transactions, Tsukasa has been involved in a nubmber of transactions, including management integration of large companies, going-private transactions, business carve-outs transactions, and establishment of joint ventures. In recent years, he has especially focused on tender offer transactions, including management buy-outs, and business succession of owner-operated companies. He is strong in efficient and steady execution of transactions based on his extensive experience and is committed to providing flexible solutions that are tailored to the client's situation. In the area of general corporate matters, he handles a wide range of cases, including corporate governance, drafting and review of various contracts, and corporate disputes. He has a deep understanding and extensive experiences of the manufacturing and retail sectors, as well as finance, automotive/auto parts, logistics, and food and beverage.

Toshihito (Toshi) is a member of our corporate and M&A practice groups. He advises corporate clients, both Japanese and non-Japanese, on domestic and cross-border corporate transactions involving various industries and deal structures, including stock and asset acquisitions, mergers, corporate splits, group reorganizations, joint ventures, and strategic alliances. He has extensive experience in representing international clients in their investments into Japan and their ongoing general commercial transactions, as well as assisting Japanese clients with their investments and business expansions into Asia, Europe, the U.S., and other parts of the world, working closely with local counsel. He has a wealth of international experience, including living in the U.K. for seven years and three years in the U.S. Toshi also has expertise in providing strategic advice on other general corporate matters, including corporate governance, compliance, commercial contracts/transactions, and commercial disputes.