MHM SeminarsPast
MHM Seminar

Seminar Outline

Date/Time	November 16, 2010 (Tue)
Speakers	Yoshio Iteya Takuya Eguchi Chisako Takaya Gaku Ishiwata Yuto Matsumura Koji Toshima
Place	Imperial Hotel Tokyo
Host	Mori Hamada & Matsumoto
Related Practice Areas	Corporate Governance Mergers and Acquisitions Finance International Practice

Details

Mori Hamada & Matsumoto held a seminar and reception for its clients at the Imperial Hotel on November 16, 2010. The seminar was made up of two sessions including lectures and panel discussions with different themes: "Current Status of and Outlook for Legislation for Listed Companies - Investment in Listed Companies and Capitalization Strategies - " in Session 1; and "M&A and Joint Ventures in Asian Markets" in Session 2.
We would like to express our sincere thanks to all guests who took part in the seminar and reception.

[Session 1] Current Status of and Outlook for Legislation for Listed Companies - Investment in Listed Companies and Capitalization Strategies -

Part 1: Presentation (14:00-14:45)

Topic:Regulations for listed companies and practical responses
■Speaker:
Koji Toshima (Lawyer, Mori Hamada & Matsumoto)

Koji Toshima provided up-to-date information on the regulations for listed companies with a focus on stock exchange rules, which are amended on an ongoing basis, and practical responses to the regulations. Specifically, he attempted to summarize and explain the current regulations, in particular the Companies Act, the Financial Instruments and Exchange Act, and stock exchange rules, from different aspects: investment in listed companies; relationships with shareholders after investment (transactions and agreements with major shareholders and corporate governance of listed companies); and when terminating control-subordinate relationships. He also provided information on current practices and awareness of issues.

Part 2: Panel Discussion (15:00-17:30)

Topic:Investment in listed companies and capitalization strategies
■Panelists:
Masaki Shizuka (Executive Officer, Tokyo Stock Exchange）
Akira Takada (Managing Director, Investment Banking Business Development Dept., Nomura Securities Co., Ltd.)
Wataru Tanaka (Associate Professor, Institute of Social Science, The University of Tokyo)
Gaku Ishiwata (Partner; Mori Hamada & Matsumoto)

■Coordinator:
Koji Toshima (Partner; Mori Hamada & Matsumoto)

The panelists considered, both from practical and theoretical perspectives, the issues that listed companies and investors face when making investments in listed companies and establishing capitalization strategies.
As examples, the following matters were considered with the participation of academic or practical experts who work at the cutting-edge of these areas: (i) legal problems regarding acquisition of own shares, specifically when acquiring from certain shareholders; (ii) management of special committees, fairness, opinions, and roles of independent officers in relation to the current corporate codes of conduct; and (iii) the principle of restriction in agreements between shareholders and listed companies or shareholders.

■Coordinator:
Koji Toshima (Partner; Mori Hamada & Matsumoto)

[Session 2] M&A and Joint Venture in Asian Market

Part 1: Key Points in M&A in Asian Market (13:30-14:45)

Topic 1. Things to Keep in Mind for M&A in Asian Market (Country-specific Licensing Procedures in Practice and Key Points for "Win-Win JV" to win in the Local Market)

■Speaker:
Takuya Eguchi (Lawyer, Mori Hamada & Matsumoto)

Topic 2. How to proceed with M&A in Asian markets (structures and negotiation methods for final agreements) (Panel discussion) (14:45-15:00)

■Panelists:
Ro Umeda (GCA Savvian Corporation)
Kensaku Bessho (Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.)
Yuto Matsumura(Lawyer, Mori Hamada & Matsumoto)

To ensure success in M&A in Asia, it is vital to understand both (i) the basic points that M&A in Asia have in common with M&A in Japan, Europe and the United States, and (ii) key points that are unique to M&A in Asia.
Takuya Eguchi introduced matters such as (i) specific cases where licenses and approvals become problems in China, Thailand and Indonesia, (ii) particular structures that conform to regulations, and (iii) agreement terms in joint ventures. Financial advisors who are in charge of M&A practices in Asia participated as guest panelists in a discussion regarding structuring and issues in negotiating agreements, with the aim of assisting the audience to more easily grasp how M&A is carried out in Asia.

Part 2: Joint Ventures in India (15:00-15:50)

■Speaker:
Mr. Manoj K. Chhabra (Lawyer, Astra Law Offices)
Chisako Takaya (Lawyer, Mori Hamada & Matsumoto)

Although progress has been made in the liberalization of restricted foreign investment in India, a large number of companies still consider entering the market through joint ventures because of the strong roots of India’s unique culture and business practices. Mr. Manoj, who has many Japanese companies as his clients, gave an explanation on laws related to joint ventures in India, which is a consumer market garnering much attention, and in a question-and-answer format introduced some case studies featuring problems that occur in practice.

Part 3: Joint Ventures in Vietnam (15:50-16:40)

■Speakers:
Mr. Tran Tuan Phong （Hanoi Office Managing Partner, VILAF-Hong Duc）
Takuya Eguchi (Partner; Mori Hamada & Matsumoto)

Following the amendments to law last year, the Vietnamese market was opened to foreign investment through M&A, thereby promoting M&A in Vietnam which was previously restricted. In this seminar, the speakers explained the typical issues (licenses and approvals, and key points for DD) regarding M&A in Vietnam. The speakers also introduced key points for investment in infrastructure through M&A (mainly investment in national companies).

session2

Part 4: Skills to Negotiate with Chinese Companies (16:50-17:30)

■Speaker:
Yoshio Iteya (Partner; Mori Hamada & Matsumoto)

Based on certain M&A cases in the past, Yoshio Iteya explained the skills required to negotiate with Chinese companies, with a focus on the question "Could Harvard-style negotiation skills be used in Chinese business?"

session2