HIBIYA PARK LAW OFFICES

Associate

Taku Kawamoto

◆ Practice Areas

◆ Education

2014LL.B., The University of Tokyo Faculty of Law
2016J.D., The University of Tokyo School of Law
2016Passed the National Bar Exam

◆ Experience

2017 to dateHibiya Park Law Offices

◆ Writings

  • Points to Consider in Preparing for Annual Meeting of Shareholders in June 2022, 734 Journal for Audit & Supervisory Board Members (Gekkan Kansayaku) (2022).
  • Management of Virtualized Shareholder Meetings, in Practice of Preparation for Shareholder Meetings and Anticipated Questions for Year 2022 (Chuokeizai-sha, 2022).
  • “Nage-sen,” a Cashless Tipping Service on the Internet and the Future Prospect of Remittance Service Regulations (Shojihomu Portal, 2019).
  • Commentary Series on Leading Cases, No. 5 -Shareholders v. Urban Corporation K.K. (Judgement of Tokyo District Court on June 22, 2012), 690 Journal for Audit & Supervisory Board Members (Gekkan Kansayaku) (2019).
  • The Spreading of Smart Speakers and the Revision of METI Guidelines on Electronic Commerce (Shojihomu Portal, 2018).

◆ “Points to Consider in Preparing for Annual Meeting of Shareholders in June 2022”

 

 

 

◆ Representative Engagements

Litigation

  • Handled a lawsuit against a Real Estate Investment Trust Company and Trust Bank, representing a software start-up as a tenant that suffered from a power failure and fire accident.
  • Litigated a suit against a systems integrator, representing a prominent Japanese manufacturing company.
  • Managed a derivative action, representing the directors of a top-tier cosmetics company. Also participated in a team representing CEO of the same company in lawsuit by alleged founding family.
  • Represented CEO of a company that supports digital transformation and information security of municipalities, in a liability claim filed by a discharged director on the ground that the company not paying his retirement allowance.
  • Oversaw multiple real estate lawsuits, representing tenants, owners, and sublessors.
  • Handled M&A suits, intellectual property suits including copyright infringement (relating to computer codes and artworks), petition for appointment of inspector relating to corporate malfeasance, defamation suits, labor lawsuits, etc.
  • Filed complaints and presented oral arguments seeking nullification of national elections on grounds of unequal voting rights (pro-bono).

General Corporate, M&A

  • Regularly assists domestic and international clients (including software manufacturers, digital transformation supporting ventures, and other tech-companies) on a wide range of matters, including agreement negotiations, disclosure requirements, Companies Act requirements, governmental regulations, corporate governance, conflicts of interest, and crisis management.
  • Handled M&A transactions, including mergers, company splits, business transfers, capital and business tie-ups, and joint venture establishment/dissolution (both domestic and overseas).
  • Acting as legal counsel of Misawa Homes Co., Ltd., offered legal advice in deal with Toyota Housing Corp. to make Misawa Homes its wholly owned subsidiary through share swap. Also, led the team providing legal advice in deal by Misawa Homes to make Misawa Homes Chugoku Co., Ltd. its wholly owned subsidiary through a takeover bid.
  • Provided third-party written opinion in a transaction by Yahoo Japan Corp. as part of its capital policy to acquire treasury shares from its parent company Softbank Group Corp.
  • Acting as legal counsel to companies in industries such as e-commerce, food, and retailing, led due diligence investigations and contract negotiations and preparations in acquisitions of companies and businesses.
  • Provided legal advice and drafted opinions in several transactions such as MBO or delisting TOB for special committees to protect interests of minority shareholders.

Sports/Entertainment

  • Provided legal advice to sports leagues, including, for Japan Professional Football League (J League), in relation to a club licensing system to assess club eligibility to participate in official matches. Also assisted a league committee in choosing board members candidates.
  • Acting as legal counsel of a prominent Japanese professional soccer player, and his management company. Reviewed agreements of players with sports clubs and with sponsors including top-tier beverage, airline, and sporting goods companies. Also issued warnings to companies for infringements of likeness.
  • Assisted a sports arena management company and a sport consulting company, reviewing agreements related to soccer fields, futsal courts, and basketball arenas.
  • Handled agreements of film production company, including Instagram influencer service agreements and spokesperson services agreements.
  • Represented a major talent agency, provided advice regarding continuation of a serial TV drama when the main production company declared bankruptcy.
  • Provided legal advice to digital entertainment ventures for license agreements. Also acting as legal counsel for a YouTube promotion company, reviewed agreements with talent agencies, creators, and major enterprises that seek to be sponsors of those creators.

Others

  • As an investigation committee member, prepared a report on management misconduct at Kansai Electric Power Co., Inc. regarding concealed payments to retired directors.
  • Participated in an investigation into allegations that a company president arranged purchase of valueless land at an inflated price in conspiracy with mafia members.
  • Advised clients against shareholder proposals that would cause proxy fights.

◆ (Japanese) 主な実績

(Japanese) 訴訟・紛争処理

  • M&A関連訴訟において買主側企業を代理
  • 企業間の不動産関連訴訟において賃借人や転貸人を代理
  • 著作権侵害訴訟において被告側企業を代理
  • 執行・保全(名誉毀損投稿者に対する仮処分、間接強制、不動産強制競売等)、債権回収交渉(取引先の民事再生等)

M&A

  • 買い手側のリーガルアドバイザーとして対象会社に関して法務デューディリジェンスを実施、契約書の作成・交渉
  • 売り手側のリーガルアドバイザーとして、契約書の作成・交渉
  • 非上場化のための株式交換取引に際して、株式交換完全子会社への法的助言業務
  • 資本政策の一環として、ヤフー㈱が自社株公開買付けによりその親会社たるソフトバンクグループ㈱から自己株式を取得した取引等に際して、第三者意見書を提出

その他

  • プロスポーツリーグへの法的助言業務
  • 株主総会指導