Attorneys2018-10-23T16:06:16+00:00

Mangyo Kinoshita

Bars and Courts Japan Bar: 2001
California State Bar: 2005
Education LL.M., Duke University School of Law, cum laude, 2005
Diploma, The Legal Training and Research Institute
of The Supreme Court of Japan, 2001
LLB, Political Science, Keio University, 1999
Languages Japanese, English
Practice Experience
Mangyo Kinoshita’s practice focuses primarily on cross-border and domestic M&A, joint ventures, strategic alliances, private equity and venture capital.  He also handles licensing, entertainment transactions, and various corporate matters.

Mangyo’s clients range from Japanese listed companies, global multinationals (including many Fortune Global 500 companies), private equity funds, hedge funds and venture capital funds, to tech and startup companies. He also regularly represents fashion/lifestyle brands and apparel distributors.

Mangyo started his career in 2001 at Paul Hastings (then Taiyo Law Office in association with Paul, Hasting, Janofsky & Walker).  After graduating from Duke University School of Law with an LLM in 2005, Mangyo joined O’Melveny & Myers’ New York office.  He became a partner of O’Melveny in 2012 and led its corporate practice team in Tokyo.  Immediately before founding southgate, Mangyo practiced at White & Case Tokyo where he worked on transactions and projects in over 60 jurisdictions.

Mangyo has been recommended and named as a key individual in leading international legal publications/rankings, including:

  • Corporate and M&A in The Legal 500 Asia-Pacific (2011 – 2014, 2016 and 2017)
  • Corporate/M&A in Chambers Asia Pacific and Chambers Global (2014 – 2016)
  • Intellectual Property in The Legal 500 Asia-Pacific (2013 and 2014)

Mangyo has been described as “highly resourceful” (Legal 500 Asia Pacific 2017) and an excellent solution provider (Chambers Asia 2015), and his knowledge of M&A and start-up financing is one of the best in the industry’” (Legal 500 Asia Pacific 2016).

A partial list of Mangyo’s publications and speaking engagements follows:

Publications
  • Co-author, “Addressing the Risk of Post-closing Challenge by US Antitrust Authorities to ‘Cleared’ Deals”, Mergers & Acquisitions Research Report Online, December 2017 (in Japanese)
  • Co-author, “Seeking Innovation Through Corporate Venture Capital”, Japan SPOTLIGHT, September/October 2016
  • Co-author, “International M&A Study Group Report on ABA Model Stock Purchase Agreement: MAC Clause”, International Business Law (Kokusai Shoji Homu), July 2016 (in Japanese)
  • Co-author, “Recent Trends regarding US Regulatory Authorities’ Review of M&A Transactions”, Mergers & Acquisitions Research Report Online, June 2016 (in Japanese)
  • Co-author, “Strategic Use of CVC Programs in the US”, Mergers & Acquisitions Research Report Online, April 2015 (in Japanese)
  • Co-author, “The Future of Corporate Venture Capital – Strategies for Japanese Companies in a Resurgent US Market”, February 2015 issue of Business Homu (in Japanese)
  • “Data protection in Japan: overview”, Data Protection, Multi-Jurisdictional Guide 2014/15, Practical Law (Thomson Reuters), November 2014
  • “Privacy in Japan: Overview”, Data Protection, Multi-Jurisdictional Guide 2014/15, Practical Law (Thomson Reuters), November 2014
  • “Overseas IPO Strategies for Global Japanese Companies”, Business Homu, August – November 2012 (in Japanese)
  • “Triggered Poison Pills and the Delaware Court’s Decision – Selectica, Inc. v. Versata Enterprises, Inc.”, Mergers & Acquisitions Research Report, August 2010 (in Japanese)
  • “Keys to Successful M&A Learned from Cancelled Deals”, The Japanese M&A Review, July 2010 (in Japanese)
  • “Another Change in the Far East: Potential Impact on Japan M&A through DPJ Administration”, Daily Journal, October 2009
  • “Recent US M&A: An Analysis of 2008 US M&A Transactions”, The Japanese M&A Review, May and July 2009 (in Japanese)
  • “Japan’s Déjà Vu”, The Deal Magazine, February 2009
  • “Required Measures for Protection under the Business Judgment Rule in Japan – A Case Study on the Hokkaido Takushoku Bank Case”, Business Homu, August 2008 (in Japanese)
  • “Practical Challenges in Japanese-Style Poison Pills – From Tactic to Strategy,” Shoji Homu, July 2006 (in Japanese)
  • Legal Restrictions on Attorney Referral Services in Japan: An International Comparative Legal Analysis”, Kokusai Shoji Homu, March 2006 (in Japanese)
Speaking Engagements
  • “Global M&A for Management” seminar sponsored by Nikkei Business School, November 2, 2017 (Tokyo, Japan) (in Japanese)
  • Panel on pro bono activities by Japanese lawyers at the Annual Conference of the International Bar Association, October 2017 (Sydney, Australia)
  • “Global M&A for Management” seminar sponsored by Nikkei Business School, July 31, 2017 (Tokyo, Japan) (in Japanese)
  • “Corporate Venture Capital in the US – recent trends and typical pitfalls for Japanese investors”, seminar sponsored by Financial Management Forum, July 8, 2016 (Tokyo, Japan) (in Japanese)
  • “Recent Trends in US M&A”, Financial Management Forum, June and July 2015 (Tokyo, Japan) (in Japanese)
  • “Growth strategies for Corporates and their Use of CVC”, roundtable discussion by Mergers & Acquisitions Research Report, April 2015 (Tokyo, Japan)
  • “Age Issues in the Workplace”, presentation and panel discussion at the Annual Conference of the International Bar Association, October 2014 (Tokyo, Japan)
  • “Market for Corporate Control”, presentation and panel discussion at the Corporate Governance Conference hosted by the UC Hastings College of the Law, October 2013 (San Francisco, US)
  • “Bankruptcy and M&A in the US”, seminar by Mitsubishi UFJ Financial Group, November 2009 (Tokyo and Nagoya, Japan)

Eric Marcks

Bars and Courts California State Bar, 2000
Registered Foreign Attorney in Japan (Gaikokuho Jimu Bengoshi), 2008
Education JD, University of Texas at Austin, with Honors, 2000
Kyushu University, Japan,
Japanese Ministry of Education Scholarship, 1997
MA, Harvard University, 1995
BA, Middlebury College, 1991
Languages English, French, Japanese
Practice Experience
Eric Marcks, a co-founder of southgate, advises clients on a wide range of corporate and commercial matters, with a focus on cross-border mergers and acquisitions and venture capital financings. Eric is equally adept at assisting clients in small VC financings and in billion-dollar acquisitions.   Eric was recently recommended by The Legal 500 Asia Pacific in its 2017 Corporate and M&A section.

Eric began his legal career in 2000 in the San Francisco and Silicon Valley offices of an international firm, representing start-up companies and the VC funds that finance them. He worked with start-ups in all stages of their growth, from incorporation and commercial transactions to financings and exits.

Eric joined the Tokyo office of White & Case in 2007, where he represented Japanese companies in their overseas investments and commercial transactions around the world and global companies in their activities in Japan.

Eric is an adjunct professor at Keio University Law School, where he teaches a course on corporate transactions, and at Temple University Law School in Japan, where he has taught a course on international contract drafting for several years. He has also given lectures at the Faculty of Law and Political Science of the National University of Laos. In addition to his teaching activities, Eric has published and lectured widely on M&A, representations and warranties insurance, and corporate venture capital (CVC).

A partial list of Eric’s publications and speaking engagements follows:

Publications
  • Co-author, “Addressing the Risk of Post-closing Challenge by US Antitrust Authorities to ‘Cleared’ Deals”, Mergers & Acquisitions Research Report Online, December 2017 (in Japanese)
  • First installment in series of articles by foreign attorneys practicing in Japan, Business Homu, July 2017 (in Japanese)
  • Co-author, “Seeking Innovation Through Corporate Venture Capital”, Japan SPOTLIGHT, September/October 2016
  • Co-author, “Recent Delaware Supreme Court Decision: Liability for Negotiating Terms Significantly Different from Those in Non-Binding Term Sheet”, Mergers & Acquisitions Research Report Online, September 2016 (in Japanese)
  • Co-author, “Recent Trends regarding US Regulatory Authorities’ Review of M&A Transactions”, Mergers & Acquisitions Research Report Online, June 2016 (in Japanese)
  • Featured in an article in the April 7, 2016 Nikkei Business Daily in relation to increased scrutiny, on national security grounds, by CFIUS (the Committee on Foreign Investment in the US) of acquisitions by foreign buyers of US targets
  • Co-author, “Strategic Use of CVC Programs in the US”, Mergers & Acquisitions Research Report Online, April 2015 (in Japanese)
  • Co-author, “The Future of Corporate Venture Capital – Strategies for Japanese Companies in a Resurgent US Market”, Business Homu, February 2015 (in Japanese)
  • Co-author, “Recent Trends in Use of Representations and Warranties Insurance Policies in M&A Transactions”, Mergers & Acquisitions Research Report Online, September 2014 (in Japanese)
  • “Effective Use of Representations and Warranties Insurance Policies in M&A Transactions”, 28 CEB Cal. Bus. L. Prac. 33, Spring 2013
Speaking Engagements
  • Spoke on “RPA & AI: How Technology is Changing the Way We Work”, at Innovation Night at Accenture Digital Hub, sponsored by French Chamber of Commerce in Japan and Accenture, July 5, 2017 (Tokyo Japan)
  • Spoke on M&A in technology industry at a conference hosted by the Japan Patent Office on January 29, 2017 (Tokyo, Japan)
  • “Innovation through Corporate Venture Capital”, at the Asian Development Bank Institute Finance and Innovation Conference, December 9, 2016 (Tokyo, Japan)
  • “Corporate Venture Capital in the US – recent trends and typical pitfalls for Japanese investors”, seminar sponsored by Financial Management Forum, July 8, 2016 (Tokyo, Japan) (in Japanese)
  • Quoted about CFIUS (Committee on Foreign Investment in the US) in an article appearing in the June 26, 2016 issue of Nikkei Veritas regarding China’s growing appetite for cross-border acquisitions
  • Spoke on a panel on representations and warranties insurance at the annual meeting of the Inter-Pacific Bar Association, April 15, 2016 (Kuala Lumpur, Malaysia)
  • “Recent Trends in US M&A”, Financial Management Forum, June and July 2015 (Tokyo, Japan) (in Japanese)
  • Spoke on a panel on alternative funding for private companies at the Annual Meeting of the International Bar Association, October 2014 (Tokyo, Japan)
  • Spoke on legal issues facing start-up companies in the US at a conference on venture capital and start-up companies at Kyoto University, June 2014 (Kyoto, Japan) (in Japanese)
  • “Overview of Representations and Warranties Insurance” (with the insurer Beazley), webinar hosted by the US-based Business Development Academy, March 2014
  • “Effective Use of Representation and Warranty Insurance in M&A Deals”, sponsored by the Japan In-House Counsel Network, November 2012 (Tokyo, Japan)
  • “Representation and Warranty Insurance in Overseas Deals” (with the insurance broker Marsh), September 2012 (Tokyo, Japan)
  • “Starting Up a Company in Japan”, sponsored by the American Chamber of Commerce in Japan, November 2010

Kyoko Mogi

Bars and Courts Japan Bar, 2011
Education LLB, Literature, Waseda University, 2006
JD, Waseda Law School, 2009
Languages Japanese, English
Practice Experience
Kyoko Mogi focuses on domestic and cross-border M&A, joint ventures, strategic alliances, finance (mainly real estate and shipping finance), while also advising on corporate law, intellectual property and securities regulations.  Kyoko also has extensive experience in dispute resolution.

Before joining southgate, Kyoko worked at domestic corporate and finance firms assisting domestic and international clients in their business ventures inside and outside Japan.

Akira Kawashiro

Bars and Courts Japan Bar, 2013
Education LLB, Waseda University, 2010
JD, University of Tokyo, School of Law, 2012
Languages Japanese, English
Practice Experience
Akira Kawashiro focuses on domestic and cross-border M&A, securities, anti-trust and financial regulations.

Before joining southgate, Akira worked at a major Japanese law firm and was seconded to the Tokyo Stock Exchange from 2015 to 2016.

Publications
  • “Key considerations when making timely disclosures – from the perspective of the stock exchange”, Securities Analyst Journal, March 2016 (in Japanese)