TMI Associates

The firm: From its establishment thirty years ago, TMI Associates has grown from its original 11 members to become the second-largest law firm in Japan, with more than 690  attorneys and patent/trademark attorneys based in 17  offices. TMI has comprehensive transactional and dispute resolution capabilities, a distinctive regulatory focus and a renowned IP practice. In addition to the firm’s locations in Japan, TMI has offices in Cambodia, China, Myanmar, Singapore, Thailand, Vietnam, the UK, France and the US, as well as desks focused on Brazil, India, Indonesia, Kenya, Malaysia, Mexico and the Philippines.

Main areas of practice
Corporate and M&A: TMI’s corporate /M&A team regularly handles the most complex and high-stakes corporate and M&A transactions, including large-scale cross-border transactions, going-private transactions, private equity investments, venture capital investments, joint ventures, responding to activist shareholders and formulating takeover defenses. The firm is known for its development of innovative structures and approaches. Drawing on the strength of TMI’s IP practice area, the firm’s corporate/M&A team is a market leader in IP-oriented industries, including not only the life science, pharmaceutical and IT industries but also the fast-growing fin-tech and health-IT sectors. TMI’s overseas presence enables the firm to support clients in M&A deals throughout the Asian region, and since the opening of the Silicon Valley office in 2014, TMI has become renowned as the leading Japanese law firm in the field of investment in start-ups, advising both domestic and international venture capital and corporate venture capital investors (CVCs).

Banking/finance: As financial markets and their regulations change rapidly and become more complex and globalized, so do the needs of clients. TMI provides cutting-edge solutions in areas such as asset financing for real estate transactions, and project financing for urban development, renewable energy and social infrastructure, in addition to more conventional financial services such as banking and capital markets, investment fund and asset management, derivatives and structured products, and leveraged financing. TMI’s core expertise also extends to providing advice on financial regulations and supporting clients both domestic and international who have become involved in investigations. Working closely with its international network, TMI is able to provide seamless services on cross-border matters to a full range of financial market participants. A highlight of the past year was TMI’s establishment of a FinTech desk, becoming the first Japanese firm to do so.

IP/media/entertainment/telecommunications and technology: TMI’s unique and unparalleled ability to form collaborative teams combining attorneys and patent and trademark attorneys has enabled the firm to become a leading law firm in Japan and worldwide in the practice areas surrounding IP, media, sports, entertainment and telecommunications and technology. In this regard, TMI served as the legal advisor for the Rugby World Cup 2019 as well as the Tokyo 2020 Olympic Games and Paralympic Games. TMI is also a pioneer in providing legal services concerning brands, trade secrets and content protection for many of the world’s best-known brand companies, international and domestic motion picture studios, television and music companies, major advertising agencies, newspaper companies, sports organizations, professional teams and Internet companies.

Dispute resolution/risk management: TMI is one of Japan’s leading litigation law firms, having handled hundreds of cases involving commercial litigation, intellectual property litigation, tax disputes, administrative disputes, and other types of matters worldwide. TMI is able to look at the nature of each case and form legal teams staffed with lawyers who are also qualified as specialists in related fields, including medical doctors, architects, accountants and patent attorneys with diverse technological backgrounds. To develop TMI’s litigation strategy, the firm draws on advice from TMI attorneys with distinguished backgrounds in public service, including former judges (including three retired Supreme Court Justices) and prosecutors (including a former Prosecutor General) to assimilate their viewpoints to the clients’ advantage. TMI lawyers also have significant experience in international arbitration cases before arbitral institutions including the ICC, LCIA, AAA, and JCAA, in the role of both counsel and arbitrator.

Risk management: TMI is highly regarded for its risk management practice, which includes advice on public relations and crisis management, corporate fraud and other investigations, advice on dealing with anti-social forces and the defense of white-collar criminal claims. TMI’s risk management team has an abundance of experience in dealing effectively with complex and sensitive matters for both domestic and international clients. TMI’s Risk Management team features experienced attorneys who formerly served at government agencies including the Public Prosecutor’s Office, the Japan Fair Trade Commission, the Financial Services Agency and the Tokyo Regional Taxation Bureau. Armed with such expertise and the enormous manpower of the firm, TMI is well-positioned to serve clients and help them to deal with any risk management issues they may be experiencing in the most effective and timely manner possible.

Antitrust/competition: TMI’s highly-experienced antitrust/competition team provides a wide range of services for clients, from advising on M&A transactions and counseling on business and operational compliance with Japan’s anti-monopoly laws, through to providing support in response to large-scale investigations. Several of the team’s members have worked at the Japan Fair Trade Commission. Of particular note is TMI’s extensive experience in handling international antitrust and competition matters, including international cartel cases, both throughout the Asian region and on a global basis.

Recent matters include: (i) Representation of several major Japanese auto parts companies in cartel investigations, coordinating international counsel and implementing global strategies for the related investigations and follow-on litigation; (ii) Conducting successful defenses for several senior management members who were “carved out” or designated as “carve out” candidates by the US DOJ in a cartel investigation; (iii) Representation of multiple companies in complex mergers, joint ventures and strategic alliances, and obtaining clearances in multiple jurisdictions; and (iv) Implementation of global compliance programs for multiple Japan-based listed companies.

International trade and investment: TMI is well-prepared to assist its clients in planning for and dealing with trade issues such as tariffs, export control, direct inbound investment restrictions, and numerous border measures, making use of our abundant experience handling domestic and international trade issues. TMI has extensive experience in anti-dumping matters as counsel for both domestic companies facing investigations by foreign authorities and foreign companies facing investigations by Japanese authorities. TMI’s knowledge is current on emerging issues including the domestic customs laws and investigation processes under the TPP11, the EU-Japan FTA, Japan’s unique export control system, and other trade measures, such as anti-dumping and safeguards. The international trade and investment team works closely with the firm’s tax, antitrust, environmental, and dispute resolution teams to provide the best solutions in complex cases.

Labour and employment: TMI’s labour and employment attorneys provide practical, problem-solving legal advice to clients facing difficult and complex situations. TMI’s services cover the entire spectrum of labour and employment-related matters in Japan, including employment litigation, negotiation with labour unions, employment-related support for M&A deals and reorganizations, and investigations into harassment and other misconduct. The goal of TMI’s labour and employment law team is to provide efficient and client-friendly solutions, creating breakthroughs in what seem to be the most intractable situations. The firm achieves this by drawing upon the extensive knowledge and experience developed by TMI’s attorneys, including former judges with specialized experience, in advising and representing leading Japanese and multinational corporations and institutions.

Tax disputes and investigations: TMI’s tax team is primarily comprised of attorneys who have spent time working at the Tokyo Regional Taxation Bureau, attorneys qualified as tax accountants, certified public accountants, and attorneys and tax accountants who are former public prosecutors from the Special Investigations Department. In addition, a former Commissioner of the National Tax Agency and a former Head of the National Tax Agency serve as TMI advisors and enable the firm to tackle tax issues by taking the mindset of the tax authorities into consideration. TMI has a proven track record in handling tax investigations and tax disputes for its clients, including securing reductions in tax assessments worth several billions of yen in tax investigations relating to transfer pricing tax and inheritance tax and achieving success in lawsuits for the outright revocation of corporate tax assessments for amounts totaling more than several billion yen.

Energy: TMI’s energy specialists have a wealth of experience in the field of energy, including solar, wind, biomass and hydroelectric power generation projects. TMI’s clients include major energy companies, finance providers, general construction firms, utility companies and other contractors. The firm provides a wide range of services on energy projects including inbound transactions implemented by US, European and Asian investors, secondary transactions by way of business transfers, share deals and corporate split transactions involving multi-national parties. TMI is also at the forefront in providing regulatory advice regarding the legal framework surrounding energy projects, including the recently amended Renewable Energy Act and other electricity and gas related laws and regulations. Further, the firm is experienced in due diligence work in relation to energy projects, such as review of steps to maintain the FIT ID and other permits and licenses, providing valuable advice for TMI’s domestic and overseas clients. TMI also has a significant track record in advising on bulk acquisition transactions and other unique transactions in the Japanese energy sector.

Life sciences: TMI has a leading life sciences practice that serves both established businesses and start-ups in the life sciences, pharmaceutical/ medical device and medical care fields. The life sciences team draws upon its deep understanding of the industry in providing clients with comprehensive and practical legal advice on establishing new businesses, licensing, public offerings, M&A and litigation. For clients with pharmaceutical, medical device and healthcare products, TMI has extensive experience providing patent and trademark-related services. The Life Sciences team also provides these clients with practical advice based on laws and regulations including the Pharmaceutical and Medical Devices Law and the Anti-Monopoly Law in relation to the development, production, sale, distribution, promotion, advertising and pricing of pharmaceutical products, medical devices, cosmetics and health foods. In the medical care field, TMI provides practical advice based on the Medical Practitioners Act, Medical Service Act and other related laws for leading-edge technology such as regenerative medicine, remote medical care and medical-related information services. For biotechnology clients, TMI provides practical advice based on the laws, regulations and guidelines related to research and development on leading-edge technologies, including stem cell technology and biotechnology-based medicines and biosimilars.

Maritime/shipping: TMI’s maritime law team provides legal advice on all types of shipping and maritime matters, including shipping finance, dry-shipping (carriage of goods by sea) and wet-shipping (safety of ships and marine casualty). For non-contentious matters, TMI provides clients with necessary legal support for a range of traditional and non-traditional projects and has experience in helping clients properly register vessels with security through collaborations with local lawyers and registries. TMI also drafts and reviews contracts ancillary to financing transactions such as shipbuilding contracts and ship sale contracts. For contentious matters, TMI advises on a broad range of disputes relating to shipbuilding, charterparties, bills of lading, cargo claims, and casualty or insurance claims. TMI’s expertise is particularly strong in the areas of oil tankers, chemical tankers and LNG tankers, and the firm has experience advising shipowners, operators, trading houses, shipbuilders, P&I clubs and hull insurers.