Nagashima Ohno & Tsunematsu

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
• Bain Capital Private Equity, LP on its JPY 218.9 billion sale of Japan Wind Development Co., Ltd. to INFONEER Holdings Inc.
• PAG in its acquisition of the Huis Ten Bosch Theme Park

Banking & Finance and Capital Markets

• 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)
• Toshiba Corporation in its issuance of new shares by way of third-party allotment to international investors
• 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 J-REITs

• KKR & Co. Inc. in its JPY 230 billion acquisition of the entire share capital of Mitsubishi Corp. - UBS Realty Inc.
• Accor in its launch of the Mercure and Grand Mercure brands into the Japanese market

Antitrust & 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/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

• Warner Bros. Discovery on the expansion of its strategic partnership with JCOM on Discovery Japan
• A consortium led by Space Compass (a JV between NTT and JSAT) on its $100M investment commitment to a UK-based space venture

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)