- Admitted: 2000
- Daini Tokyo Bar Association
- 2007, New York Bar Association
◆ Practice Areas
- Litigation and dispute resolution related to corporate law and other corporate matters
- Transaction and dispute resolution related to system development
- Crisis management for corporations
- Mergers and acquisitions / Corporate restructuring
- Management of shareholders’ meetings (including proxy fights)
|1998||Passed the National Bar Exam|
|1999||Graduated from the First Department (Private Law) at The University of Tokyo, Faculty of Law|
|2006||Graduated from the Law School of Columbia University, U.S.A. (LL.M.)|
|2000 thru 2002||Nishimura & Partners|
|2002 to date||Hibiya Park Law Offices|
|Septmber 2006 thru March 2007||Worked for Hughes Hubbard & Reed LLP (New York)|
◆ Professional Affiliations
- 2011 to 2022 Statutory Auditor of Enigmo Inc.
- 2018 to date Auditor of Japan Football Association
- 2018 to date Statutory Auditor of Broadleaf Co., Ltd.
- 2020 to date Statutory Auditor of SHIMADZU CORPORATION
- 2022 to date Outside Director serving as Audit & Supervisory Committee member of Enigmo Inc.
- “Practice of Preparation for Shareholders’ Meeting for Year 2023 and Anticipated Questions and Planed Answers”
Published by Chuokeizai-sha (2023) (Co-author)
- “AI Development Agreement Leading Users to Success”
Published by Shojihomu (2020)
- “Everything of Effective Management of Subsidiaries” Published by Shojihomu (2018) (Co-author)
- “Corporate Governance Handbook”
Published by Shojihomu (Co-author) (2017)
- “System Development Agreement Leading Users to Success”[2nd Ed.]
Published by Shojihomu (2016)
- “Operation of Shareholders’ Meeting”
Published by Shojihomu (Jyunkan Shojihomu No.2096, 2016)
- “Strategy to Utilize System of Company with Audit Etc. Committee”
Published by Shojihomu (2015) (Co-author)
- “Handbook for Directors and Officers” [2nd Ed.]
Published by Shojihomu (2015) (Co-author)
- “Specialized Suit Lecture Series No.7, Corporate Litigation,Lawsuits/Non-contentious Cases/ Provisional Disposition Cases”
Published by Minjiho-Kenkyukai (2013) (Co-author)
- “Q&A: Earthquake Disaster and Management of Shareholders’ Meeting”
Published by Shojihomu (2011) (Co-author)
- “Everything on Going Private”
Published by Shojihomu (2010) (Co-author)
- “Victory over Shareholders / Victory by Shareholders ? Proxy Fights and Management of Shareholders’ Meeting”
Published by Shojihomu (2008) (Co-author)
and many other
・Amendment to Corporation Act and newest issues.
・Technical knowledge to win system development disputes.
・Legal problematic points and risks latent in the cloud.
・Problems in proxy fights/litigation to revoke a resolution of a shareholders meeting.
・Overview and the latest points in insider trading regulations.
・Introducing/re-designing acquisition protection measures.
・Explanation on recent major precedents involving corporate business practices.
・The actualities of going private.
◆ Representative Engagements
Litigation/dispute resolution relating to the Companies Act and other corporate legal matters
- Counsel to a director in a shareholder derivative lawsuit.
- Counsel to a foreign-invested financial institution in a lawsuit where a business company claimed compensation for damages (approx. 15 billion yen) based on a violation of the accountability regarding currency derivatives.
- Counsel to a company in a lawsuit relating to a squeeze-out accompanying an MBO and acquisition as a wholly-owned subsidiary (relating to petition for the determination of the price and withdrawal of the exercise of appraisal rights).
- Counsel to a filed company in a lawsuit to revoke a resolution at the shareholders meeting upon a squeeze-out accompanying the acquisition as a wholly-owned subsidiary (Oita Trinita case).
- Counsel to a filing shareholder in a lawsuit to revoke a resolution at the shareholders meeting regarding proxy fight over a proposal to appoint officers in the shareholders meeting (Moritex case).
- Counsel to Nippon Broadcasting System in a petition for provisional disposition seeking an injunction of issuance of share options filed for reasons of unfair issuance upon issuance of share options (livedoor vs. Nippon Broadcasting System case).
- Counsel to CSK in a petition for provisional disposition seeking an injunction of issuance of share options filed for reasons of unfair issuance upon a capital increase through third-party allotment carried out under conditions of contested leadership (CSK vs. BELLSYSTEM24 case).
- Counsel to Nippon Gas Co., Ltd. in a case by other LP gas retail companies (small and medium-size businesses) seeking an injunction etc. pursuant to the Antimonopoly Act based on discriminatory pricing (Nippon Gas case).
- Counsel to a plaintiff in a lawsuit claiming compensation for damages and seeking an injunction pursuant to the Unfair Competition Prevention Act in a case of announcement of a falsehood that could harm the business credibility of a competitor gas company.
- Numerous other cases, including product liability litigation, defamation of character litigation, labor-related litigation, real estate-related litigation, and various provisional disposition (including measures against libeling on the internet).
Corporate Acquisitions/Corporate Reorganization
- Acting as chairman of third party committee established as a measure for avoiding conflict of interest, prepared written opinions during deals on the takeover and delisting of Hitachi Kokusai Electric Inc. by KKR etc.
- Acting as legal counsel of Misawa Homes Co., Ltd., offered legal advice in deal by Toyota Housing Corporation to make Misawa Homes its subsidiary through takeover and a capital increase through third-party allotment.
- Acting as legal counsel of Nippon Gas Co., Ltd., offered advice in deal by Nippon Gas to make 4 companies, including its listed subsidiaries, its wholly-owned subsidiaries through a share transfer.
- Provided third-party written opinion during deal by Yahoo Japan Corporation as part of its capital policy to acquire treasury shares from its parent company Softbank Group Corp. through share repurchase.
- Offered legal advice to companies to be acquired and acquiring parties in MBO deal (Aucnet Inc., HoriPro Inc., Tachihi Kigyo Kabushiki Kaisha, etc.), MEBO deal, and deal to acquire as a wholly-owned subsidiary.
- Counsel to a foreign-invested worker dispatching company, conducted due diligence investigation, and prepared and negotiated contracts in an acquisition of a Japanese worker dispatching company.
- Acting as legal counsel to an electric company, conducted due diligence investigation, and prepared and negotiated contracts in an acquisition of a geothermal power plant by the electric company using the methods of merger, business transfer, 100% capital increase/decrease, and a debt equity swap.
- Offered legal advice during the group reorganization of a financial institution.
- Numerous other cases of mergers, company splits, share transfers, business transfers, capital and business tie-ups, and joint venture establishment/dissolution (both domestic and overseas).
- Proxy fights, special shareholder response measures, and shareholders meeting response measures during both times of non-incident and contingencies.
- Response to the Corporate Governance Code, including remuneration design for officers, optional remuneration and nomination committees, plans for succession, and self-evaluation of Boards of Directors.
- Institutional design/transition.