Sullivan & Cromwell LLP

The firm: Sullivan & Cromwell LLP provides the highest quality legal advice and representation to clients worldwide. The firm’s record of success and unparalleled client service has set it apart for more than 130 years and made the firm a model for the modern practice of law.

Today, S&C is a leader in each of its core practice areas and geographic markets. The firm advises a diverse range of clients on major domestic and cross-border M&A and corporate finance transactions, high-stakes litigation and corporate investigations, and complex regulatory, tax and estate planning matters. S&C is committed to clients and transactions in Asia, which have formed an important part of its practice since the 1920s. The firm is a recognised leader in the region’s capital markets, M&A, corporate finance, private equity, privatisation and project finance work. Its Asian clients are spread throughout the region and make up over 20% of S&C’s non-US clients.

S&C was one of the first US law firms to open a Tokyo office in 1987, promptly after Japan allowed non-Japanese lawyers to establish offices there. Through the years, the office has expanded as S&C’s Asia practice has grown. The firm has worked on a number of prominent transactions involving major Japanese corporations, including registered US public offerings and Rule 144A/Regulation S offerings from Japan. S&C is also a perennial leader in Japanese domestic and cross-border mergers and acquisitions. In addition, the Tokyo office is active in financial regulatory, litigation/investigation, project finance and FCPA and other compliance matters.

Areas of practice
Capital markets: the breadth of S&C’s practice in Japan is demonstrated by its work on transactions ranging from SEC-registered offerings to Rule 144A/Reg S offerings, involving IPOs and stock exchange listings, primary offerings, secondary offerings, spin-offs, block trades and privatisations across a broad range of companies and industries. Issuers, major shareholders of issuing companies and underwriters repeatedly engage the firm to work on their most important transactions. S&C regularly advises on some of the largest, most complex, most important, groundbreaking transactions for the region. Recently these included: Kyushu Railway IPO (Japan’s biggest IPO in 2016); Japan Post Holdings Co, Ltd and its subsidiaries’ triple IPO (the largest IPO in Japan this century, the largest privatisation in Japan since Nippon Telegraph & Telephone Corp. in 1987, and the world’s largest offering in 2015); SoftBank multi-tranche senior notes offering (the largest international bond offering by a Japanese issuer and one of the largest non-investment grand bond offerings out of Asia); JAL IPO (world’s second largest IPO in 2012 and the largest IPO in Japan since Dai-Ichi Life Insurance IPO); The Dai-ichi Life Insurance Company, limited demutualisation and IPO (world’s largest IPO in two years at the time of closing, and the second largest IPO in Japanese history); INPEX Corporation Global Equity Offering (share sale is the biggest equity financing deal among non-financial companies in Japan in 2010); Otsuka Holdings IPO (the second-largest IPO in Japan in 2010 and reported the largest ever IPO by a pharmaceutical company in the world).

Mergers and acquisitions: S&C is a perennial leader in Japanese mergers and acquisitions, highly ranked among international firms in representations of principals on Japanese announced transactions over the ten-year period 2006-2016, according to Thomson Financial. S&C’s Tokyo office has advised principals (buyers and sellers) in many of the most significant domestic and cross-border M&A transactions involving Japanese companies, including several involving financial institutions. The most recent selected examples include General Electric sale of leasing business to Sumitomo Mitsui Finance and Leasing, KYOCERA Corporation merger with Nihon Inter Electronics Corporation, Nippon Steel & Sumitomo Metal Corporation discussion of making Nisshin Steel a subsidiary, Nippon Steel & Sumitomo Metal Corp. acquisition of Suzuki Metal Industry, Nomura Real Estate acquisition of Megalos, Panasonic Corporation tender offer for PanaHome Corporation, Sompo Japan Nipponkoa tender offer for Message Co, Ltd, and Terumo Corporation acquisition from Abbott Laboratories and St. Jude Medical.