HIBIYA PARK LAW OFFICES

Partner

Tsuyoshi Nishimoto

◆ Practice Areas

◆ Education

1998Passed the National Bar Exam
1999Graduated from the First Department (Private Law) at The University of Tokyo, Faculty of Law
2006Graduated from the Law School of Columbia University, U.S.A. (LL.M.)

◆ Experience

2000 thru 2002Nishimura & Partners
2002 to dateHibiya Park Law Offices
Septmber 2006 thru March 2007Worked for Hughes Hubbard & Reed LLP (New York)

◆ Professional Affiliations

  • 2011 to date           Statutory Auditor of Enigmo Inc.
  • 2018 to date           Auditor of the Japan Football Association
  • 2018 to date           Statutory Auditor of Broadleaf Co.,Ltd.

◆ Writings

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

◆ Seminars/Lectures

・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.

and Others

◆ 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).

Corporate Governance

  • 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.