ServicesServices

Yusuke Takaya

  • Telephone +81-3-5218-2089 (Direct)
Major Area of Practice

Corporate lawsuits, non-contentious cases, provisional injunctions, capitalization strategy, management control disputes, removal of officers, advice on operation of shareholders meetings and board of directors, forming an internal control and compliance system, investigation and handling of misconduct cases, arranging independent or third-party committees, appraisal remedy actions, TOB, MBO/going private, general M&A, financing, fund-related legal affairs, registration of financial instruments business operator and liaison with the authorities, defamation cases, real estate transactions, securitization of real estate, lawsuits/non-contentious cases relating to real estate, criminal complaint/accusation, labor issues, handling complainers, collection of debts

Background
2004 Nagoya University(LL.B.)
2007 Admitted to the bar
2011 Joined our firm
2012 Outside Auditor of UNIMAT Retirement Community Co., Ltd. (JASDAQ)
2015 Became Partner
2016 Outside Director of UNIMAT Retirement Community Co., Ltd. (JASDAQ)
Bar Association Membership

Daiichi Tokyo Bar Association


Major Achievements
  • Legal advice on going private of Visionary Holdings (Standard Market of the Tokyo Stock Exchange) (2023)
  • Handling of misconduct of a manager of Visionary Holdings (Standard Market of the Tokyo Stock Exchange) (2023)
  • Committee member of the special committee concerning going private of Soko Seiren (Standard Market of the Tokyo Stock Exchange) (2022)
  • Member of the Special Committee in MBO transaction for GOO Chemical Co., Ltd. (TSE) (2022)
  • Advice on the merger between Yumeshin Holdings (TSE) and BeNEXT Technologies (TSE)
  • 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)
  • Advise on the capital and business alliance including the third party allotment of stocks between Demae-can Inc. and Line, etc. (2010)
  • Advice on becoming a holding company of Meganesuper Co., Ltd. (listed on JASDAQ) (2017)
  • 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 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)
  • Advice on takeover bids for Japan Third Party Co., Ltd. (listed on JASDAQ) by YUMESHIN HOLDINGS Co., Ltd. (listed on JASDAQ) (YUMESHIN HOLDINGS Co., Ltd. side) (2016)
  • Committee member of the Investigation Commission established by Kozosushi (JASDAQ) in relation to the Company's improper accounting procedures. (2015)
  • 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)
  • Advice on retroactive corrections to securities reports etc. for JALCO Holdings Inc. (listed on the JASDAQ) (2014)
  • Advice on the going private of EVOLUTION JAPAN CO., LTD(listed on JASDAQ) (issuing company side) (2013)
  • Dissolution of capital and business alliance between IDEA International Co., Ltd. (listed on the JASDAQ) and ELECOM Co., Ltd. (listed on the first section of the Tokyo Stock Exchange) Including premature redemption of the bonds with stock acquisition right, and formation of capital and business alliance between IDEA International Co., Ltd. and Kenkou Corporation, Inc. (listed on the Ambitious) including third party allotment of new shares (IDEA international side) (2013)
  • Advice on acquisition of a subsidiary of Panasonic Corporation by UT Holdings Co., Ltd. (listed on the JASDAQ) (2013)
  • 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-)
  • Injunctive action against issuance of new stocks by a listed company (on the JASDAQ) to be used for Japanese version of ESOP. While it was admitted that the issuance was made in the context of the management control dispute, the issuing company won the case (issuing company side) (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)
  • Management control dispute of Hokkoku Co., Ltd. (then listed on the JASDAQ) (founding family side and won the case) (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 introduction of Employee Stock Ownership Plan (ESOP) at UT Holdings Co., Ltd. (listed on the JASDAQ) (2011)
  • Management control dispute of Sanko (listed on the second section of the Tokyo Stock Exchange) (founding family side and won the case) (2011)
  • Sales of the stocks of Cosmo Securities Co., Ltd. to Iwai Securities Co., Ltd. by CSK Holdings Corporation (listed on the first section of the Tokyo Stock Exchange) (CSK side) (2010)
  • Advising on the management of the independent committee which rendered an independent opinion in response to the request made by the board of directors of Shinki Co., Ltd. concerning the takeover bid by Shinsei Bank, Limited aiming to acquire 100% ownership of Shinki (2009)
  • Intra-group restructuring of Isetan Mitsukoshi Holdings Ltd. (listed on the first section of the Tokyo Stock Exchange) (2009-2011)
  • Negotiation with banks on refinancing of a system company whose stocks are listed on the first section of the Tokyo Stock Exchange
  • Petition for bankruptcy against Re-Plus Residential Investment, Inc. (listed on the Mothers section of the Tokyo Stock Exchange) (petitioner side) (2008)