MHM SeminarsPast
MHM Seminar

Seminar Outline

Date November 11, 2009 (Wed)  
Speakers Harumichi Uchida Tomohiro Tsuchiya Takuya Eguchi Kenji Ito Mugi Sekido Junichi Tobimatsu Hideki Utsunomiya Kana Manabe
Place Hotel New Otani Tokyo
Organizer Mori Hamada & Matsumoto
Related Practice Areas Competition/Antitrust Disputes/Dispute Resolution Mergers and Acquisitions

Details

Mori Hamada & Matsumoto held a seminar, and hosted a reception afterward, at Hotel New Otani Tokyo on November 11, 2009. The seminar was made up of two sessions including lectures and panel discussions concerning "New Business Practices Relating to Antitrust Law: Unilateral Conduct Regulations, M&As, and Restructuring" in session 1 and "Recent Practice in Cross-Border Disputes " in session 2. We would like to express our sincere thanks to all guests who took part in the seminar and reception.

[Session 1] (14:00 - 17:30)
New Business Practices Relating to Antitrust Law: Unilateral Conduct Regulations, M&As, and Restructuring

Part 1: Presentation (14:00 - 15:15)

Topic:Compliance Under the Revised Antimonopoly Act - Focusing on Private Monopolies and Abuse of Dominant Bargaining Positions
Speakers:
William Baer (Partner; Arnold & Porter)
Kenji Ito (Partner; Mori Hamada & Matsumoto)

Under the 2009 revision to the Antimonopoly Act, administrative surcharges will now be imposed in connection with the exclusionary type of private monopolization and certain types of unfair trade practices. All companies need to keep this in mind regardless of what industry they are in because it has become easier for violations to occur when otherwise legal corporate activities are expanded. Companies will need to exercise extra care based on a thorough understanding of the law in order to prevent violations, especially those relating to exclusionary type of private monopolization and abuse of superior bargaining position, which is a type of unfair trade practice, because companies will be subject to administrative surcharges for even their first violation. Therefore, in Part 1, we will focus on regulations relating to unilateral conduct and especially private monopolizations and abuse of superior bargaining positions, and we will explain where the border lies between lawful corporate activities and illegal conduct, with reference to practices in the US where there are many useful precedents.

Part 2: Panel Discussion (15:30 - 17:20)

Topic:Points to Keep in Mind Regarding Antitrust Law when Planning, Negotiating and Executing M&A and Business Restructuring Transactions
1. Points to Keep in Mind Regarding Antitrust Law when Planning and Negotiating M&A and Business Restructuring Transactions - so-called "Gun Jumping"
2. Practical Points for Smoothly and Safely Obtaining Antitrust Law Clearance
3. Obtaining Antitrust Law Clearance - Issues in Designing Remedial Measures

Panelists:
William Baer (Partner; Arnold & Porter)
Marleen Van Kerckhove (Partner; Arnold & Porter)
Susan Ning (Partner; King & Wood)
Tomohiro Tsuchiya (Partner; Mori Hamada & Matsumoto)
Takuya Eguchi (Partner; Mori Hamada & Matsumoto)
Hideki Utsunomiya (Partner; Mori Hamada & Matsumoto)

Given the current harsh economic conditions, an increasing number of companies are staking their survival on M&A and business restructurings. It is not an exaggeration to say that smoothly and safely obtaining Antimonopoly Act clearance can be vital to these transactions. In addition, companies that are active on the global stage need to simultaneously carry out merger notification procedures that are required in accordance with antitrust laws in multiple jurisdictions. Therefore, in Part 2, we will discuss the following points to keep in mind regarding antitrust law business practices for planning, negotiating, and executing M&A and business restructuring transactions:
(i) regulations under antitrust laws in relation to assessing the suitability of a possible counterparty in an M&A transaction and the effect of the transaction (so called "gun jumping" issues);
(ii) practical points to keep in mind to smoothly and safely obtain clearance when merger investigations are conducted by antitrust/competition authorities in multiple jurisdictions; and
(iii) matters that should be considered for difficult M&A transactions, such as those involving top companies in a relevant industry - namely, designing remedial measures to be submitted to the authorities.
The discussions will be made among experts from Japan, the US, the EU, and China, where special care must be taken under the Antimonopoly Law that came into effect in China in August 2008.

Closing address (17:20 - 17:30)

Topic:Suggestions Regarding Actions Required by Companies Carrying Out M&A or Business Restructuring Transactions
Speaker:Harumichi Uchida (Partner; Mori Hamada & Matsumoto)

The closing address of this session will suggest actions required to be taken by companies in relation to antitrust law, which continues to grow rapidly in importance for M&A and business restructuring transactions.

[Session 2] Recent Practice in Cross-Border Disputes (13:30 - 17:30)

Introduction (13:30 - 13:40)

Topic:Types of Cross-Border Disputes and How they are Handled by Japanese Law Firms
Speaker:Harumichi Uchida (Partner; Mori Hamada & Matsumoto)

Cross-border disputes come in a variety of forms, such as domestic and overseas litigation, arbitration, criminal and administrative investigations, and negotiations. In this seminar, we will aim to provide practical expertise regarding effective measures for appropriately tackling these disputes both in Japan and overseas, especially in relation to litigation, arbitration, and criminal investigations. We also will introduce the role that Japanese law firms play in effectively handling cross-border disputes and how Mori Hamada & Matsumoto can assist clients in this area.

Part 1: Effectively Handling Litigation and Investigations into Violations Overseas (13:40 - 15:00)

1. Handling Discovery and DOJ Subpoenas (13:40 - 15:00)

Topic:Recent Practice and Points to Remember
Speaker:Steven A. Reiss (Partner; Weil, Gotshal & Manges)

Topic:
Measures for Handling Discovery and DOJ Subpoenas, and Effective Assistance by Japanese Attorneys
Panelists:
Steven A. Reiss (Partner; Weil Gotshal & Manges)
Hirotaka Iida (Manager; Legal Division, Hitachi, Ltd.)
Coordinator:
Kana Manabe (Senior Associate; Mori Hamada & Matsumoto)

Topic:
Measures for Handling Discovery and DOJ Subpoenas, and Effective Assistance by Japanese Attorneys
Panelists:
Steven A. Reiss (Partner; Weil Gotshal & Manges)
Hirotaka Iida (Manager; Legal Division, Hitachi, Ltd.)
Coordinator:
Kana Manabe (Senior Associate; Mori Hamada & Matsumoto)

 

2. Efficient Management and Cost Control of Overseas Litigation (15:15 - 16:05)

Topic:
Efficient Management and Cost Control Methods of Overseas Litigation
Speaker:
William A. Streff Jr. (Partner; Kirkland & Ellis)

Topic:
Efficient Management and Cost Control for Overseas Litigation Through Involvement of Japanese Attorneys
Speaker:
Yuko Noguchi (Partner; Mori Hamada & Matsumoto)

Every year, more and more Japanese companies become involved in overseas litigation and government investigations and, as a result, it is not uncommon for large amounts of fines/penalties to be imposed on these companies. In this first part, we will explain recent practices in the US and what companies need to know with regard to handling discovery procedures, which is an especially important part of litigation in the US, as well as subpoenas issued by the Department of Justice in the US. We also discuss effective measures from the perspective of the clients, the US attorneys, and the Japanese attorneys. Additionally, we will explain effective management and cost control methods for use both in Japan and overseas when a company is involved in overseas litigation that requires huge amounts of economic resources and manpower.

 

Part 2: Effectively Handling Cross-Border Litigation in Japan (16:20-17:00)

Speaker:Mugi Sekido (Partner; Mori Hamada & Matsumoto)

For disputes that are identical or related, litigation may be pending both in Japan and overseas. In such cases, it is important to handle both the domestic and overseas litigations in an organized manner, and this presentation will explain practical points to remember in this regard. In addition, handling confidential information during litigation is increasingly becoming an issue for companies, and we will explain ways to deal with this issue in cross-border litigation.

Part 3: Cross-border Dispute Resolution and Utilization of ADR (17:00-17:30)

Speaker:Junichi Tobimatsu (Partner; Mori Hamada & Matsumoto)

ADR, including international arbitration, has become the focus of much attention as a useful tool for cross-border dispute resolution. This presentation will weigh the pros and cons of using ADR in cross-border dispute resolution from multiple perspectives, with a particular focus on points to remember in the practice of international arbitration.

[Reception] (from 17:30 at Room Fuyo)

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