Nagashima Ohno & Tsunematsu is one of the “Big 4” law firms in Japan. Established in 2000, the firm now has nearly 600 lawyers and seven offices outside Japan including New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi, Jakarta and Shanghai.
Focusses / specialisms
The firm is well known for its integrated full-service capabilities, especially equipped with expertise in the corporate, finance and real estate market. With years of experience, the firm has gathered flexible teams of lawyers with extensive expertise both domestically and internationally covering a wide range of legal specialty areas that collaborate to handle cases expeditiously and efficiently.
Key clients
Key clients of the firm include Bank of America, BNP Paribas, Bain Capital, East Japan Railway Company, Mitsubishi UFJ Financial Group, Mizuho Financial Group, Sumitomo Mitsui Financial Group, Goldman Sachs, Morgan Stanley, Nomura Securities, and Toshiba Corporation, Toyota Motor Corporation.
Research period review: 33rd edition (2022/2023)
During the research period, the firm was very active handling transactions in banking and finance, capital markets, M&A and private equity, and in project space.
In banking and finance, the firm kept busy assisting clients in all manner of loans and other credit-related transactions including syndicated loans, non-recourse loans of all types, derivatives, aircraft and ship financing, and foreign trades financing. It is worth mentioning that the firm was particularly active in acquisition financing advising both borrowers and lenders. The firm promoted banking and finance partners Toru Takayama, Masato Kumeuchi, Shiro Kato and structured finance counsel Yoshiya Kira in 2023.
The firm’s capital markets team continues to provide legal services in relation to global offerings by Japanese issuers of equity and debt securities, global and domestic IPOs, Japanese offerings by foreign issuers and J-REIT transactions.
The firm’s corporate team was very active in both domestic and cross-border transactions. The team routinely participated in high-profile M&As involving Japanese-listed companies in Japan, and in all types of cross-border transactions. The firm promoted corporate partner Wataru Matsumoto and Takahiro Oishi in 2023.
In the project space, the firm was busy advising foreign and domestic project sponsors, contractors and financiers on mandates relating to structuring investment schemes and project finance. The firm regularly assisted clients on a number of renewable energy projects as well as PPP/PFI projects.
Deal highlights: 33rd edition (2022/2023)
The $430 million acquisition financing for the acquisition of KITO Corporation through tender offer by Crosby.
Socionext Inc.’s ¥76.8 billion IPO.
SMBC Aviation Capital’s $6.7 billion acquisition of Goshawk Management (Ireland).
KKR’s ¥230 billion acquisition of all shares of Mitsubishi Corp.-UBS Realty Inc.
MGM Resorts International’s proposed development of Japan’s first integrated resort (IR) in Osaka, Japan.
Client feedback: 33rd edition (2022/2023)
Capital markets
“As one of the four major law firms in Japan, headcount, expertise with relevant transactions experience and client-first mindset are the main positive areas.”
“They solved difficult issues which arose during the course of the execution of the deal.”
“Prompt response. Clearly pointing out legal issues and proposing practical solutions against the issues.”
“They provided us with outstanding support by fully understanding our intentions. They went above and beyond to help me achieve our goals and provided me with expert guidance every step of the way.”
“NO&T provided comprehensive advice on our IPO. Especially we appreciate their advice and legal opinion on our concurrent capital increase and reduction.”
“They provided us with positive feedback about legal matters, especially for laws regarding J-REIT.”
“Nagashima Ohno & Tsunematsu have a deep knowledge of J-REIT's equity offerings and provided efficient and appropriate legal advice services on our offerings. In addition, Nagashima Ohno & Tsunematsu have extensive knowledge and experience in the differences between Japan law and US law
regarding J-REIT's global offerings and have provided us with the best legal advice services as Japan lawyers in our offerings, taking into account the differences with US law.”
Financial services regulatory
“They were so prompt and accurate that we could report on time.”
Investment funds
“The team are very reliable in terms of delivery and quality.”
Project finance
“Excellent professional advice on project financing, especially in the renewable energy sector.”
“They always provide us with reasonable and concrete insights in our cutting-edge sector.”
“Very reliable and quick response.”
“Deep insight regarding Japan’s electricity regulations.”
“They can give advice not only on project finance, but also on Japan's applicable regulations.”
“Owing to their assistance, we successfully received a great amount of dividends through refinancing. Not only project finance document review, but they are also forward thinking and tackle new topics with initiatives using their existing know-how.”
Project development
“Extremely good.”
“Experienced and global network provides effective support.”
“They have good knowledge not only on project development, but also on Japan's applicable regulations.”
M&A
“Prompt advice, and the advice is always appropriate and practical.”
“(The firm) facilitated legal due diligence and the negotiation of share purchase agreement cooperating with a UK firm. Their advice was always so prompt and sophisticated that we were able to make a quick decision to provide competitive bid documents and to finalise related agreements in a very limited time. They also supported our PMI after completing acquisition, which has helped us manage projects under FE.”
“They provided us with some beneficial advice that we needed.”
Eiji Miyagi
“Strictly adheres to deadlines and responds to consultations.”
Jiro Mikami
“Deep knowledge and expertise on project finance.”
“He understands Japanese laws so deeply compared to other top lawyers and when we face issues, he always provides us with deep and comprehensive insights.”
“He is very reliable in terms of delivery and the quality of his service.”
“He is a very fast and meticulous responder. He has broad yet in-depth knowledge in project finance and corporate PPA contracts. He also quickly picks up what we need to incorporate in the contracts.”
Terukazu Katsuyama
“He knows our group in depth, so we are trusting him the most.”
“Very prompt and appropriate advice. Knows bank's position very well.”
Motoki Saito
“Quick response, client mindset, understands investment banking business, legal expertise, fluent in English.”
“He kindly responds to our questions related to day-to-day operations very quickly.”
Kiyoshi Honda
“Professional and practical.”
“Advice is precise and pragmatic. And he is calm.”
“He is one of the few lawyers in Japan familiar with offshore wind projects.”
“He is involved in coordinating schedules and participating in direct contract discussions with customers.”
Kei Okubo
“Deep insight regarding JERA as well as Japan’s electricity regulations.”
“He can immediately understand complicated issues and provide feasible solutions because of his incredible skills and rich experience. Additionally, we have worked with him for over 20 years, so he knows how our management review various risks, deal with them and make important decisions well. Therefore, his advice is not only logical but doable and fit for our purpose.”
“His response was quick and advice was clear and understandable.”
Shinichi Araki
“He worked tirelessly and with great sincerity towards the successful completion of the case. His dedication to ensuring a positive outcome was evident from the very beginning. His expertise and commitment were instrumental in the successful resolution of the matter, and we are grateful for his hard work and dedication.”
“Deep knowledge. Good communication. Excellent judgement.”
Takashi Itokawa
“He always achieves the most appropriate balance by leveraging his extensive experience with real estate funds, particularly J-REITs, to make complex deals viable. He is also outstanding in addressing complicated structures in urgent circumstances.”
“By obtaining prompt and appropriate legal advice from Takashi Itokawa, we were able to close our offering smoothly and very satisfactorily.”
Yuichi Miyashita
“Clearly pointing out legal issues and proposing practical solutions against the issues. Drafting necessary documents and providing legal analysis related to IPO and follow-on equity transactions.”
Yoshikazu Hasegawa
“His response was quick and the advice was clear and understandable.”
Yutaro Fujimoto
“He is responsible and keeps to the deadline however hard it would be, while his work is perfect.”
