ServicesServices

Yusuke Nishioka

  • Telephone +81-3-5218-2087 (Direct)
Major Area of Practice

Advice on operation of shareholders meetings and board of directors, M&A, MBO/going private, intra-group restructuring, introduction of measures against takeover bids, hostile takeover bids, proxy fights, derivative actions against officers or directors, injunctive actions against third party allotment of newly issued stocks or stock acquisition rights, exercise of appraisal rights of shareholders, investigation and handling of misconduct cases, arranging independent or third-party committees, introduction of “help-line” systems and related render services, forming an internal control and compliance system, advice on financing and any other general corporate matters

Background
2000 The University of Tokyo(LL.B.)
2004 Admitted to the bar (Daini Tokyo Bar Association)
2011 Joined our firm
2012 Became Partner
Bar Association Membership

Daiichi Tokyo Bar Association


Major Achievements
  • Presentation at the secretariat hearing of "Study Group for Ways for a Fair M&A" (Kosei na M&A no Arikata ni kansuru Kenkyukai) within METI (2019)
  • The case where a non-fluid discount was considered upon determining the stock sales price using the income approach for the determination of the stock sales price of a closed company in accordance with Article 144 Paragraph 2 of the Companies Act (company side) (2017)
  • The case where a supervisor exercised their right of avoidance against the dividend of surplus exercised along with the incorporation-type split-off by the subsidiary of Kosaido Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) and was dismissed (company side) (2016)
  • Determination of the stock purchase price of Jupiter Telecommunications Co., Ltd. (shareholder side) (2013-)
  • Determination of the stock sales price of TOFLE CO., INC. (issuing company side) (2013-2015)
  • Chairman of the third party committee for the MBO of Parking Management Organization, Ltd. (2015)
  • Petition for determination of the stock sales price of Tokyo Cruise Ship Co., Ltd. (shareholder side) (2012-2014)
  • Law suit where the breach of the duty of care and royalty of former CEO of G-TRADING Co., Ltd. is argued in connection with the sale of construction machineries and loan of operating funds to overseas subsidiary which resulted in the damage of the company (former CEO side) (2014)
  • Injunctive actions by Hikari Tsushin, Inc. against issuance of new stocks by Keiozu Holdings Company (issuing company side) (2014)
  • Chairman of the third party committee for the going private of Marusei (listed on the JASDAQ) by Takasago Thermal Engineering Co., Ltd. (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)
  • Going private of Cerebrix Corporation (listed on the JASDAQ) and its petition for determination of the stock purchase price concerning appraisal rights of shareholders (issuing company side ) (2013-)
  • Legal Counsel to A.D.Works Co., Ltd. (the issuing company) with respect to the “commitment type” rights offering (2013-)
  • Independent investigation committee of LAND Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) (Secretariat) (2013)
  • Chairman of the independent committee for the going private of Himawari Holdings, Inc. (listed on the JASDAQ) (2013)
  • Chairman of the third party committee for the MBO at Tenryu Lumber Co., Ltd. (listed on the second section of the Nagoya Stock Exchange)
  • Advice on acquisition of a subsidiary of Panasonic Corporation by UT Holdings Co., Ltd. (listed on the JASDAQ) (2013)
  • Derivative action against former members of the management board of Unimat Soyokaze Co., Ltd. (listed on the JASDAQ; former Medca Japan Co., Ltd.) (company side) (2009-)
  • 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)
  • Legal Counsel to A.D.Works Co., Ltd. (the issuing company) with respect to the “non-commitment type” rights offering (2012-2013)
  • The case where the immediate appeal against the order for commencement of civil rehabilitation proceedings by 20th Civil Division of Tokyo District Court was approved and the original order was revoked (creditor side) (2012)
  • Chairman of the third party committee which rendered an independent opinion concerning legality of the MBO at Kanezaki Co., Ltd. (listed on the JASDAQ) (2012)
  • The case where the application by the defendant for court order to produce the minutes of board meetings of the plaintiff company was approved in a derivative action against ex-president of a listed company (on the JASDAQ) (defendant officer side) (2012)
  • The case where the injunctive action for prohibition of voting was approved in which the right of claim for invalidation of issuance of new shares was considered as a protected right (first published case after the enforcement of the Companies Act) (petitioner side) (2012)
  • Takeover bid by Sumitomo Mitsui Financial Group to acquire 100% ownership of Promise Co., Ltd. as well as the third party allotment of new shares of Promise Co., Ltd. to Sumitomo Mitsui Financial Group or Sumitomo Mitsui Banking Corporation (Promise side) (2011-2012)
  • Advice on cases related to capitalization strategy including retroactive corrections of securities report and going private (MBO) for Tachihi Enterprise Co., Ltd. (listed on the second section of the Tokyo Stock Exchange) and New Tachikawa Aircraft Co., Ltd. (listed on the second section of the Tokyo Stock Exchange) (companies side) (2010-2012)
  • Advice on introduction of Employee Stock Ownership Plan (ESOP) at UT Holdings Co., Ltd. (listed on the JASDAQ) (2011)
  • Proxy fight against Kosaido Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) by Sawada Holdings Co., Ltd. (defense side) (2011)
  • Management control dispute of Sanko (listed on the second section of the Tokyo Stock Exchange) (founding family side) (2011)
  • Petition for determination of the stock purchase price against Kanebo Cosmetics Inc. (shareholder side) (2006-2011)
  • Intra-group restructuring of Gakken Holdings Co., Ltd. (2009-2011)
  • Intra-group restructuring of Isetan Mitsukoshi Holdings Ltd. (2009-2011)
  • Transactions resulting in the change of capital ties of Pocketcard Co., Ltd. to Sumitomo Mitsui Banking Corporation and ITOCHU Corporation and the business alliance of Pocketcard Co., Ltd. with Famima Credit Corporation (Pocketcard side) (2011)
  • Derivative actions against former officers of Nihon Seimitsu Co., Ltd. (company side) (2007-2010)
  • Management dispute within Apple International Co., Ltd. (listed on the Mothers section of the Tokyo Stock Exchange) (founder side) (2010)
  • Petition case by an investment fund for determination of the stock purchase price of Gakken Holdings Co., Ltd. attributable to the exercise of appraisal rights by the shareholders (company side) (2009-2010)
  • Petition for determination of the stock sales price against Mikasa Corporation (company side) (2008-2010)
  • Advice on correcting securities report of past fiscal years and related derivative actions against former officers of Access Co., Ltd. (listed on the JASDAQ) (2008-2009)
  • 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)
  • A lawsuit where the existence of the liability to supply information and duty of explanation (representations & warranties clause) in M&A transactions was argued (Livedoor AUTO case) (2006-2007)
  • Advice on correcting securities report of past fiscal years etc. for NITTOC Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) (2007)
  • Proxy fight at Nihon Seimitsu Co., Ltd. and related injunctive actions against issuance of new stocks (The very first case where a hostile takeover bid by a foreign corporation was successfully accomplished) (bidder side) (2007)
  • Advice on operation of an extraordinary meeting of shareholders of Livedoor Co., Ltd. to appoint a new management team after its company scandal was revealed, as well as arranging for a third-party committee (2006)
  • Hostile takeover bid for Japan Engineering Consultants Inc. and related injunctive action against share splitting (bidder side) (2005)
  • Hostile takeover bid for Nippon Broadcasting System, Inc. and related injunctive actions against third party allotment of newly issued stocks or stock acquisition rights (bidder side) (2005)