HIBIYA PARK LAW OFFICES

Partner

Naomasa Nakagawa

◆ Practice Areas

◆ Education

1999Passed the National Bar Exam
2000Received an LL.B. from the University of Tokyo Faculty of Law
2008Received an LL.M. from Northwestern University School of Law

◆ Experience

2001 thru 2004Mitsui, Yasuda, Wani & Maeda, Tokyo, Japan
2004 thru 2007Orrick Tokyo Law Offices
2008 thru 2009Orrick, Herrington & Sutcliffe LLP, San Francisco
2009 to dateHibiya Park Law Offices

◆ Professional Affiliations

  • 2014 to date           Statutory Auditor of Tokyo Filmex Organizing Committee (Non-Profit Organization)

◆ Other Professional Qualifications

  • Certified Fraud Examiner
  • Certified Compliance Officer
  • Associate Certified Fundraiser

◆ Writings

“Judicial Precedents Commentary Series, No. 7 – Fiduciary Duties of Directors and Statutory Auditors in Sei Crest Case (Judgement of Osaka High Court on May 21, 2015) – ” (in Gekkan Kansayaku (Monthly Statutory Auditor))
Published by Public Interest Incorporated Association Japan & Audit Supervisory Board Members Assocation (2019)

“Keys to Successful Utilization of Certification for Whistleblowing Compliance Management System” (in Shojihomu Portal)
Published by Shojihomu (2019)

“Practice of Preparationfor Shareholders’ Meeting for Year 2019 and Anticipated Questions and Planned Answers”
Published by Chuokeizai-sha (2019) (Co-author)

“Risk Management for Medical Corporations” (in Kikan Kanji)
Published by Zaikaikenkyujyo

“Judicial Precedents Commentary Series, No. 1 – Daiwa Bank Shareholder Deliberative Action, First Instance Judgement – ” (in Gekkan Kansayaku (Monthly Statutory Auditor)
Published by Public Interest Incorporated Assosiation Japan Audit & Supervisory Board Members Assosiation (2018)

“Issues to Consider in Talent Agreements and Athlete Agreements – Key Points of the Report of the Study Group on Human Resource and Competition Policy Published by Competition Policy Center, Japan Fair Trade Commission” (in Shojihomu Portal)
Published by Shojihomu (2018)

“Practice and Procedures for International Arbitration” (in The Lawyers, Vol. 13, No.11)
Published by ILS Publications, Inc. (2016)

“Use of Investment Treaty Arbitration Such as Investor-State Arbitration Under ISDS Clause in TPP for Companies Doing Business Overseas” (in The Lawyers, Vol. 13, No.8)
Published by ILS Publications, Inc. (2016)

“Accounting Fraud in Public Interest Corporations and General Corporations (and Lawsuit for Seeking Damages)” (in Public Interest Corporations and General Corporations, Vol. 914
Published by Zenkoku Kouekihoujin Kyoukai (2016) (Co-author)

“Handbook for Directors and Officers” [2nd Ed.]
Published by Shojihomu (2015) (Co-author)

“Corporate Governance: Expectation for New System of Company with Audit Etc. Committee” (in Japan Business Law Review 2015)
Published by ILS (2014)

“Corporate Litigation: Lawsuits, Non-contentious Cases and Provisional Disposition Cases (Specialized Suit Lecture Series No. 7)”
Published by Minji-ho Kenkyu-kai (2013) (Co-author)

 

◆ Seminars/Lectures

  • “Duties, Roles, and Legal Responsibilities of Statutory Auditor etc.” (KPMG Japan, Statutory Auditors Forum).
  • “How to Establish and Operate Effective Whistleblowing Compliance Management System” (Takara Printing Group, Disclosure & IR Research Institute Ltd.).

◆ Representative Engagements

Contract Negotiations

  • Counsel to a leading food manufacturer, prepared and negotiated contracts regarding an OEM agreement with a global food manufacturer based in the U.S.
  • Counsel to a leading apparel manufacturer/distributor, prepared and negotiated contracts regarding distributorship agreements and license agreements with numerous overseas apparel brands.
  • Counsel to a leading TV station, prepared and negotiated contracts regarding broadcasting rights contracts with a sports governing body.
  • Counsel to a leading global food, beverage, and seasoning manufacturer, prepared and negotiated contracts regarding research, development, commercialization and license agreements with a U.S.-based biotech company.

Entertainment

  • Offered advice on general legal issues as legal adviser for an entertainment agency.
  • Offered advice on general legal issues as legal adviser for a sports governing body.
  • Offered advice on interpretation and application of the Copyright Act and other laws to esteemed songwriters and composers.
  • Offered advice on numerous legal issues particularly relating to marketing issues to a leading diversified entertainment company having movie production/distribution department.
  • Offered advice on numerous legal issues particularly relating to marketing issues to advertising agencies (or to U.S. law firms acting as counsel to such agencies).
  • Offered legal advice regarding fintech-related apps to a software development start-up company.
  • Offered legal advice regarding IoT-related products/services to a software/hardware development start-up company.

Corporate Governance and Crisis Management

  • Offered advice and guidance on numerous shareholders meetings of listed companies.
  • Offered advice to a corporate group dominated by a listed holding company regarding a case of corruption discovered through internal whistleblowing.
  • Offered advice to a listed company with respect to the Corporate Governance Code.
  • Acted as general secretary to an internal investigation committee of a listed company.

Mergers & Acquisitions

  • Counsel to a listed company with trading and food businesses, conducted due diligence investigation, and prepared and negotiated contracts in acquisition of a food trading company.
  • Counsel to a listed IT company, conducted due diligence investigation and prepared contracts in business integration between listed companies through joint share transfer scheme.
  • Counsel to a leading commercial bank in conducted due diligence investigation, prepared contracts, and offered legal advice in dissolving a joint venture and establishing a new joint venture using class shares and a company split.
  • Counsel to a foreign-invested worker dispatching company, conducted due diligence investigation, submitted a filing to the Japan Fair Trade Commission, and prepared contracts in acquisition of a Japanese worker dispatching company.
  • Counsel to an electronics retail company, conducted due diligence investigations, and prepared and negotiated contracts for acquisition of medium-sized companies.
  • Numerous experiences of conducting due diligence investigations, preparing and negotiating contracts, and offering legal advice in numerous corporate acquisitions.

Software Development Disputes

  • Counsel to a leading securities company in a lawsuit wherein the securities company sought compensation for damages against a software development company in a case of a failure of software development.
  • Counsel to numerous user companies in lawsuits relating to failures of software development.
  • Numerous experiences of preparing and negotiating contracts regarding software development.

Complex Litigation/Dispute Resolution

  • Counsel to a leading karaoke machine manufacturer in a lawsuit wherein copyright holders sought compensation for damages against the karaoke machine manufacturer due to alleged copyright infringement.
  • Counsel to a video/smartphone game developer in a cancellation action at the Japan Patent Office and a lawsuit at the Intellectual Property High Court in a case wherein the game developer sought cancellation of a registered trademark not in use.
  • Counsel to a Taiwanese company in a cross-border arbitration case before the Japan Commercial Arbitration Association (JCAA) in a contractual dispute between a Japanese company and the Taiwanese company.
  • Counsel to a Japanese company in a cross-border arbitration case before the American Arbitration Association (AAA) in a contractual dispute between a Taiwanese company and the Japanese company.
  • Counsel to a representative director and directors in a shareholder derivative action of a listed company.

Finance

  • Counsel to a city in a PFI project regarding rebuilding of a city hospital, prepared application documents, project contracts, and other relevant documents, and negotiated contracts.
  • Counsel to leading investment banks as arranger in securitization transactions of consumer loans in drafting contracts.
  • Counsel to an investment fund, negotiated contracts with investors and offered legal advice for such contracts.

Other

  • Counsel to foreign-based companies in setting up of their Japanese local entities, assisted in corporate formation procedures and assisted them to start such corporations.
  • Offered legal advice to a leading U.S.-based apparel manufacturer on labor issues generally in its Japanese subsidiary.
  • Acting as legal adviser for non-profit organizations, offered advice on their legal issues.