Practice Areas

Nidosinu Legal provides innovative legal services to international and domestic financial institutions and companies in every business sector on all aspects of finance and business law. In addition to lawyers admitted in Japan, our firm includes foreign lawyers to advise on the laws of the US, the Peopleʼs Republic of China, Taiwan, India, and Australia. Foreign lawyers registered in Japan are also qualified to advise on federal laws of their respective countries.

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Finance
General Finance
  1. Loans, syndicated loans, swaps, options and other derivatives
  2. Project finance
  3. Ship finance, aircraft finance, and real-estate financing
  4. BIS regulations and other legal regulations
  5. Structuring of new financial products
Trust Banking

Creating trust products and structures

Advice on the Trust Business Law and compliance issues

Structured Finance and Securitization
  1. Asset-backed securities (ABS) involving lease receivables, credit card receivables, cash card receivables, bank loans, business loans, consumer loans, motor vehicle loans, notes and accounts receivable, medical fee claims and various other monetary claims and rights to intellectual property,
  2. Real estate mortgage-backed securities (RMBS), and commercial mortgage-backed securities (CMBS)
  3. Asset-backed commercial paper (ABCP), including acting for the arranger on transactions for city banks, trust banks, foreign banks, investment banks, foreign securities companies,
  4. Collateralized Bond Obligations (CBO), Collateralized Loan Obligations (CLO), Collateralized Debt Obligations (CDO), Whole Business Securitizations (WBS), repackaged bonds, credit linked bonds and credit derivatives
  5. Structuring transactions involving the establishment and operation of special purpose companies, including non-Japanese SPCs, and Japanese special purpose entities such as tokutei mokuteki kaisha (TMK) and chukan
Securities
  1. Primary markets, including initial public offerings, equity financing, domestic bonds, samurai bonds, Euro- yen bonds, private placements, medium term notes and foreign stock market listings
  2. Trading and compliance issues
Investment Funds
  1. Structuring and advising on investment funds under the Investment Trust Law (toushi shintaku hou), including real estate investment trusts (REITS)
  2. Structuring and advising on various privately placed investment funds
  3. Structuring and advising on various foreign investment funds
  4. Advising on laws relating to asset management businesses

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Mergers and Acquisitions:

We provide advice and assistance tailored to client needs to a wide range of domestic and foreign clients on cross-border M&A matters. Making use not only of Japanese attorneys but also non-Japanese partners, of counsel and associates, we are able to handle cross-border transactions flexibly and speedily with

countries around the world, including the United States, Europe, China and other Asian countries.

 

M&A transactions require careful analysis in order to determine the most appropriate scheme, risk avoidance, tax analysis and compliance with laws and regulations. Further, in most M&A transactions, handling of fundraising and other various matters may be required. We are able to offer comprehensive legal services with regard to these matters.

Selection of Scheme

We provide advice to our clients on the selection of acquisition and spinoff strategies for the purpose of maximizing profits, such as purchase and sale of shares, tender offers or takeover bids, mergers, corporate splits, share exchanges for the purpose of acquisition of all of the outstanding shares of a target, share-for-share transfers creating a new holding company, business transfers, utilization of capital decrease/increase, or, in the worst case, insolvency or liquidation proceedings. We have dealt with  various kinds of M&A schemes and have responded to our clientsʼ increasing need for acquisitions including takeover bids.

Risk Assessment and Measures

One of the key factors in M&A transactions is risk assessment, including by way of thorough due diligence. Based on our extensive experience in finance, litigation and international matters, we go beyond the scope of general due diligence and provide advice focusing on risks specific to foreign companies or companies in specific industries. In addition, with our combined team of Japanese and foreign lawyers, we are able to provide due diligence reports and solutions to an international standard and in a form foreign client require.

Compliance with Laws and Regulations, M&A of Restricted Industries

In M&A transactions, disclosures pursuant to the Financial Instruments and Exchange Act and stock exchange rules, and compliance with various laws such as labor and employment laws are often required. We are able to provide advice on laws and regulations applicable to each industry, taking advantage of  our strengths in finance and litigation, as well as our familiarity with the securities, insurance, foreign exchange, medical, pharmaceutical, entertainment, energy, and other industries, and taking into account our deep experience with international matters.

M&A Finance

Most M&A transactions are funded through borrowing and/or issuance of securities. In receiving financing from financial institutions or funds, particularly in the case of MBOs, LBOs and delisting, it is necessary to examine multiple methods, such as senior and subordinated loans and utilization of class shares. We are specialized in finance and have abundant experience and a proven track-record with M&A finance, whether the client is the lender or acquirer. We also have experience in private equity and venture capital funding, and the issuance of equity as acquisition funding.

Compliance with Antitrust Law

M&A transactions cannot proceed without taking into account the impact of the Antitrust Law. For example, confirmation of absence of any violation of the Antitrust Law through due diligence, and clearance of a transaction under merger control regulations are necessary. We can bring together a team of attorneys with experience before the Japan Fair Trade Commission and can provide advice on all aspects of Antitrust Law related matters.

Investment Funds
  1. Structuring and advising on investment funds under the Investment Trust Law (toushi shintaku hou), including real estate investment trusts (REITS)
  2. Structuring and advising on various privately placed investment funds
  3. Structuring and advising on various foreign investment funds
  4. Advising on laws relating to asset management businesses
M&A Related Disputes

In M&A deals, it is sometimes necessary to expect that specific shareholders of an acquirer or a target, employees of a target, or other stakeholders, who are clearly dissenting the contemplated M&A deal, would bring lawsuits so as to enjoin a company from engaging the deal, to invalidate the deal, to exercise the shareholdersʼ appraisal rights, or to seek any other remedies. Also, if a client intends to conduct hostile takeover, it is necessary to expect litigation.

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Corporate
Below is a list of some of the more common corporate legal matters with which the Firm is involved:
  1. Compliance and corporate governance
  2. Advice in relation to general meetings of shareholders, boards of directors, executive committees
  3. Inbound investment by foreign corporations, outbound investment by Japanese corporations, mergers and acquisitions and other international transactions
  4. Mergers and acquisitions, defensive measures against hostile takeover bids, alliances and partnerships between companies, and due diligence of various proposals and contract negotiations
  5. Spin-offs and other corporate reorganizations, proposals in relation to debt-to-equity swaps
  6. Filing petitions for internal audits on matters such as in-kind contributions (genbutsu shusshi), asset underwriting (zaisan hikiuke), after-the-fact incorporation (jigo setsuritsu), and drafting certificates on behalf of such auditors
  7. Advice in relation to guidelines involving the Antitrust Law (dokkin hou) and Fair-Trade Commission (kousei torihiki iinkai)
  8. Litigation, legal advice in relation to employment and labor issues
  9. Representing corporations in relation to workplace accident compensation
  10. Representing corporations in relation to investigations and inquiries into labor practices by the Labor Relations Commission (roudou iinkai)
  11. Construction, Plant Export

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International Trade

Ongoing globalization is stimulating increased cross-border business activity, and countries around the world are negotiating and executing FTAs, EPAs, TPP and other bilateral and multilateral agreements in order to enhance broader economic relationships and to promote free trade.

 

With this background of economic globalization, our International Trade Group leverages our experience, insight and alliances with foreign law firms and networks, to provide high-quality legal services in relation to domestic laws and various issues concerning international trade rules.

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IP&IT
  1. Dispute resolution in relation to intellectual property
  2. Licensing of intellectual property
  3. Legal advice in relation to research and development
  4. Various IT related legal advice including e-commerce, electronic agreements and their structure and terms of service
  5. Disputes in relation to defamation and privacy
  6. Preparation and negotiation of collaborative research agreements and development agreements regarding technology related to agriculture, forestry and fisheries industries and new varieties of agricultural products,

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Labour & Employment
The main services we handle:
  1. Employment agreements, retainer agreements (employees, directors and corporate auditors.
  2. Employment rules and other rules, and notification documents.
  3. Work conditions (working hours, salary and various allowances.
  4. Termination and recommendations for resignation.
  5. Social security, labor insurance and incentive compensation.
  6. Compliance with labor laws and labor audits (misconduct, harassment and mental health, etc., and correspondence with government agencies.
  7. Immigration related services (status of employment and residence of foreign employees and directors, etc.
  8. Labor disputes and labor union matters.
  9. Personnel reduction as a result of corporate restructuring.

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Healthcare
Healthcare Team has a broad range of legal knowledge and experience across the various fields and industries that comprise healthcare, including:
  1. Pharmaceuticals
  2. Medical equipment & devices
  3. Provision of health and care services
  4. Regulation and compliance
  5. Clinical trials
  6. Research and development
  7. Advertising and sales
  8. Licensing of rights