Practice Areas 2016-12-31T17:02:50+00:00

Practice Areas

We are not a full-practice firm. We have extensive experience in certain fields, and we will not stray beyond those fields in search of work, because doing so would run counter to our commitment to offer legal counsel consistent with international standards and our objective to act at all times in our clients’ best interests. If a client asks us to represent it in a matter that we determine we are not best positioned to handle, we will inform the client and assist the client in finding better-suited legal counsel, whether in Japan or overseas.

We practice in the following areas.

Corporate / M&A / Securities / Joint Ventures

  • M&A involving public and private targets
  • Mergers and asset and stock sales
  • Third-party allotments in Japan
  • Tender offers in Japan
  • Spin offs in Japan
  • Joint ventures and strategic partnerships
  • Advising buyers and sellers in preparation of auctions and other sale processes
  • Advising insurers in the issuance of representations and warranties insurance policies for deals in Japan
  • Advising boards of directors in connection with M&A transactions
  • Advising financial advisors in the issuance of fairness opinions and solvency opinions
  • Corporate formation in Japan and the US and other overseas jurisdictions
  • Insider trading regulations and other securities related matters
  • Corporate governance matters
  • Antitrust filings with and investigations by the Japan Fair Trade Commission

Venture Capital

  • Advising Japanese investors in their investments in start-ups in the US and elsewhere in the world
  • Advising Japanese corporate investors in corporate venture capital (CVC) strategies
  • Advising domestic and foreign startups in raising capital, in their expansion inside and outside of Japan, and in day-to-day legal and corporate matters
  • Advising start-ups in exit events and investors in acquisitions of start-ups
  • Advising investors in their investments in domestic and overseas VC funds as limited partners

Commercial / IP Licensing

  • IP licensing
  • Joint development agreements
  • Agency and distribution agreements
  • Consulting and services agreements
  • OEM, ODM and other manufacturing agreements
  • Sale of goods agreements

Disputes

  • Resolving disputes before they reach litigation within and outside Japan
  • Representing domestic and foreign companies in disputes before Japanese courts
  • Assisting Japanese companies involved in disputes overseas
  • Advising domestic and foreign creditors in bankruptcy cases in Japan

Recent Deals

The list that follows highlights recent representative transactions that we have handled since establishing southgate in January 2016.

  • We represented a leading Japanese apparel company with 4,000 employees and over JPY90 billion in annual sales in its third-party allotment to a prominent Japanese PE firm and related restructuring/sponsorship arrangement. This significant transaction was featured on the front page of Nikkei’s morning edition and in many other publications.
  • We represented a leading listed Japanese big data and artificial intelligence company in its acquisition of a fintech company for about JPY3 billion.
  • We have represented a Japanese fintech company, an Asian foods company, Japanese technology companies and funds in about 45 venture capital investments inside and outside Japan. Our clients have made these investments in a multitude of forms, including seed stock, preferred stock, convertible notes, and SAFEs. We have also represented clients in their limited partnership investments in venture capital funds.
  • We represented a leading listed Japanese apparel company in the acquisition of a Europe-based fashion company’s Japanese operations and the formation of a joint venture with that fashion brand.
  • We represented the operator of a well-known Japanese sweets chain in its sale of a business line to a listed company in Japan.
  • We represented the Japanese developer of a mega solar power generation project in the sale of a majority stake in that project to a US-based sponsor. The size of the solar project, nearly 50 megawatts, is among the ten largest ever undertaken in Japan.
  • We represented a Japanese PE firm in its acquisition of a Japanese trading house engaging in the import/export of alcoholic beverages mainly between Japan and China.
  • We represented an European-based auto parts manufacturer in the acquisition from its joint venture partner, a major Japanese electronics company, of its stake in a Japan-based joint venture.
  • We represented the seller of a Japan-based outsourcing and consulting company to a Hong Kong-based Asian PE firm.

Deals at Previous Firms

The list that follows highlights representative transactions that we handled at previous firms before establishing southgate in January 2016.

  • Represented a Japanese industrial manufacturer in the acquisition of a US-based white goods manufacturer from a private equity seller for over USD1.5 billion.
  • Represented a listed Japanese regenerative medicine company in its acquisition of a Scotland-based pharmaceutical company, in a part-cash, part-share deal (an extremely rare transaction structure for Japanese listed companies that has been used by no more than a handful of companies).
  • Represented a listed Japanese company in its joint venture with a US media company to establish a social news media business in Japan.
  • Represented a US company in its antitrust clearance through 2nd phase review by the Japan Fair Trade Commission and a related disposition in Japan in relation to that company’s USD13.5 billion acquisition of another US company.
  • Represented a US company in its antitrust clearance through 2nd phase review by the Japan Fair Trade Commission and a related disposition in Japan in relation to that company’s USD4.8 billion acquisition of a business line of a Japanese company.
  • Represented a US-based PE firm in its USD135 million sale of a significant minority stake in a listed Japanese company through a public tender offer.
  • Represented a Japanese foods company in its acquisition of a minority stake in a sub-Saharan Africa packaged food business for over USD180 million.
  • Represented a US-based technology company in its investment of USD120 million in a listed Japanese electronics company by means of a third-party allotment of newly issued shares.
  • Represented a Chinese white goods manufacturer in its acquisition of the white good businesses in Japan and South East Asia of a Japanese electronics company.
  • Represented a Japanese industrial manufacturer in a PIPE investment in a NASDAQ-listed technology company.