Practice Areas

We are not a full-service 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 (public and private targets)
  • Joint ventures and strategic partnerships
  • Board representation in connection with M&A transactions
  • 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

  • Inbound and outbound VC and CVC investments
  • Startup representation at all stages, from formation to exit
  • Founder representation in exit events
  • LP investments in domestic and overseas VC funds

Commercial / IP Licensing

  • IP licensing and joint development agreements
  • Distribution, reseller, sales, OEM, ODM, manufacturing and similar commercial agreements
  • Consulting and services 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

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.