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- Maki Kumagai
Major Area of Practice
My major areas of practice are those listed below. I aim to assist my clients with my expertise, as well as in other related fields.
[M&A Related]
Consultation on general M&A, MBO/going private, tender offer, internal corporate reorganizations, representation in claims for the repurchase of shares from the position of an investor, operations of the secretariat of the third-party committee from the position of an issuer, and M&A including development of proxy fights, etc.
[Investigations for Misconduct]
Consultation regarding investigations for misconduct within the corporation. Also has extensive experience in member of the third-party committee.
[Conflict Resolution]
Consultation regarding various lawsuits/non-contentious cases/provisional dispositions/enforcements, as well as other conflict resolutions overall, including corporation related lawsuits or lawsuits in relation to the Financial Instruments and Exchange Act, such as actions against officers or directors, derivative actions, lawsuits in relation to false statement of securities registration statement, etc.
[General Corporate Law]
Consultation for reviewing of contracts, research on various legal questions, reference to government administration offices, correspondence to labor issues (from the corporate side), fund procurement etc. Also provides advice on operation of shareholders meetings and board of directors.
Background
| 1997 | The University of Tokyo (LL.B.) |
|---|---|
| 2000 | Admitted to the bar |
| 2003 | Worked for Internal Legal Affairs Bureau (former Treaties Bureau), Ministry of Foreign Affairs as a fixed-term public employee. Engaged in negotiations with foreign countries on economic partnership agreements. |
| 2005 | Resumed work as an attorney |
| 2011 - | Outside Director of Ichigo Group Holdings Co., Ltd. Joined our firm |
| 2012 - | Outside Director of Ichigo Real Estate Investment Advisors Co., Ltd. |
| 2013 | Outside Director of Meiji-Machine Co., Ltd. |
| 2014 - | Outside Director of JAPAN BEST RESCUE SYSTEM Co., Ltd. |
Bar Association Membership
Daiichi Tokyo Bar Association
Greeting
I have been engaged in matters of M&A, investigations for misconduct, and conflict resolution, as well as matters in corporate law as a whole. I also have had many opportunities working on various lawsuits, thus leading to my motto of aiming to provide clients with strategic legal advice with the anticipation of possible conflict situations at all times.
Furthermore, I am prepared to provide a wide variety of day-to-day legal consultations for corporations, ranging from the reviewing of contracts, research and fundraising to human resource/labor issues upon execution of a legal advisory contract.
My aim is to be dedicated in sharing the worries of my clients, and striving to provide my legal services as a lawyer to resolve these issues.
Major Achievements
- The shareholder derivative lawsuit where the liability of the directors of the listed company was denied in connection with the M&A transaction (on the director's side) (2024)
- Committee member of the third-party committee for the investigation of embezzlement of an employee of Ray Corporation (Listed on the Standard Market of the Tokyo Stock Exchange) (2023)
- Committee member of the third-party committee for the investigation of accounting procedures of Daiichi Co., Ltd. (Listed on the Standard Market of the Tokyo Stock Exchange, Sapporo Securities Exchange) (2022)
- Advise on the capital and business alliance including the third party allotment of stocks and TOB between Zetton Inc. (Nagoya, Next market) and Adastria Co., Ltd. (TSE prime market) (2021-2022) (Zetton side)
- Securities fraud litigation where the liability of a listed company to indemnify investors was admitted under Article 21-2 of the Financial Instruments and Exchange Act (2017-2021)
- A civil litigation where breach of duty of care and royalty to of a former director of a listed company prevent illegal activity of the subsidiary was admitted (company side) (2020)
- Committee chairman of the special investigation committee for the investigation of the accounting procedure of LIXIL Group Corporation (listed on the first section of the Tokyo Stock Exchange) (2019)
- The case where EVOLUTION JAPAN made an asset transfer of its commodity futures trading department to Yutaka Shoji Co., Ltd. (listed on the JASDAQ) (EVOLUTION JAPAN side) (2017)
- Committee member of the third party committee for the investigation of accounting procedures of APIC YAMADA CORPORATION (listed on the second section of the Tokyo Stock Exchange (2017)
- Committee member of the third party committee for the investigation of accounting procedures of GONZO K.K. which was acquired by and became a consolidated subsidiary of ADK Holdings Inc., for the period prior to the acquisition (2016-2017)
- The case where the dismissal of a director of a listed company, who neglected to check its prospective undertakers of capital increase and/or its lender of funds for involvement with anti-social forces, at a shareholder's meeting was approved as having "justifiable grounds" (Company's Act Article 339(2)) (company side) (2016)
- Committee member of the third party committee for the investigation of the accounting procedures of Techno Medica Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) (2016)
- Determination of the stock purchase price of Jupiter Telecommunications Co., Ltd. (shareholder side) (2013-)
- Committee member of the third party committee for investigation of the misconduct of a former employee of KAWADEN Co., Ltd. (listed on the JASDAQ) (2015)
- Committee member of the third party committee for investigation of the misconduct of an employee of FUJITSU BROAD SOLUTION & CONSULTING Inc. (listed on the JASDAQ) (2014)
- Acquisition of Lemoir Co., Ltd. (applied for civil rehabilitation) by Belluna Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) (bidder side) (2014)
- Petition for determination of the stock purchase price of Hokkoku Co., Ltd. (then listed on the JASDAQ) (issuing company side) (2014)
- Going private of ACE KOEKI Co., Ltd. (listed on the JASDAQ／current EVOLUTION JAPAN) and its petition for determination of the stock purchase price concerning appraisal rights of shareholders (issuing company side) (2013-2014)
- Petition for determination of the stock purchase price attributable to the exercise of appraisal right of an investor against the merger of a listed REIT (first published case) (investor side) (2011-2013)
- Action for damages filed against Olympus Corporation based on the false statements contained in annual securities reports (investor side) (2012-)
- Management control dispute of Hokkoku Co., Ltd. (then listed on the JASDAQ) (founding family side) (2012)
- Merger of FC Residential Investment Corporation and Ichigo Real Estate Investment Corporation (Ichigo Real Estate Investment Corporation side) (2011)
- Stock acquisition of domestic audio manufacturer by Chinese major audio manufacturer (EDIFIER) (China side) (2011)
- Takeover bid for Fullcast Technology Co., Ltd. (listed on the JASDAQ) by YUMESHIN HOLDINGS Co., Ltd. (bidder side) (2011)
- Capital and business alliance between Renown Incorporated and Shandong Ruyi Science & Technology Group Co., Ltd. (China side) (2010)
- Merger between Japan Single-residence REIT Inc. and CRESCENDO Investment Corporation (current Heiwa Real Estate Reit, Inc.) (JSR side) (2010)
- Restructuring of Eurobonds and alpine bonds issued by HARAKOSAN CO., Ltd. (2010)
- Petition for determination of the stock purchase price against Kanebo Cosmetics Inc. (shareholder side) (2006-2011)
- Rendering administrative services for Japan Rental Housing Investments Inc. (2010-2011)
- Cross-border franchising of a listed company on the first section of the Tokyo Stock Exchange (in China, Thailand, Malaysia, Singapore and Australia) (2007-2011)
- Takeover bid against a listed company on the Centrex by its owner (offeror side) (2009)
- Petition for bankruptcy against Re-Plus Residential Investment, Inc. (listed on the Mothers section of the Tokyo Stock Exchange) (2008)
- Takeover bid against Re-Plus Residential Investment, Inc. (current Japan Rental Housing Investments Inc.) (first TOB case against the REIT in Japan) (management company side) (2008)
- Proxy fight at Nihon Housing Co., Ltd. (bidder side) and related injunctive action for the inspection and copy of the list of shareholders (The case where the access to the list of shareholders by a business competitor was successfully granted) (2008)
- Proxy fight at The Goodwill Group, Inc. (defense side) (2008)
- Submitting an improvement report of a listed company on the second section of the Osaka Securities Exchange (2008)
- Advising on spinout of the part of business from the Lehman Brothers group at the time of the group's fall (spinout side) (2008)
- Going private of Ryowa Life Create Co., Ltd. (company side) (2007)
- Compliance matters at the time of localization of Lehman Brothers Japan Inc. (2006)
- Hostile takeover bid for Japan Engineering Consultants Inc. and related injunctive action against share splitting (bidder side) (2005)