NISHIMURA & ASAHI (GAIKOKUHO KYODO JIGYO)

Leading M&A law firm in Japan and Southeast Asia capable of one-stop service from strategic planning to deal execution and post-merger integration.

Nishimura & Asahi is one of the leading M&A law firms in Japan and Southeast Asia, and advises clients on mergers and acquisitions in every business field, whether international or domestic, with state-of-the-art knowledge, extensive experience and abundant creativity, conducted with the highest level of professionalism. Our work on M&A transactions includes (i) strategic planning, (ii) legal due diligence, (iii) documentation, (iv) negotiation, (v) communication with relevant governmental authorities, and (vi) procedures for the closing.
M&A transactions involve issues associated with not only corporate law and securities regulations, but also tax law, antitrust law, intellectual property law, labor law, bankruptcy law, various business regulations, etc.; therefore, our M&A lawyers closely cooperate with specialists in those areas, and highly value our long-standing cooperative relationships with leading scholars and governmental authorities. With our expertise and considerable experience, we are able to provide our clients with strategic and practical advice and with appropriate solutions to realize a smooth closing and post-merger-integration even in the most challenging transactions.

Based on our extensive experience, N&A provides first-rate, proactive legal support for various real estate transactions and disputes in consideration of the client’s needs.

With careful consideration of the complex laws and regulations that apply to each different type of real estate, we provide advice tailored to our clients' needs on all types of real estate transactions, including sale and purchase, investment, development, leasing and management, with respect to various asset types such as offices, residences, commercial premises, hotels, logistics facilities, data centers, healthcare facilities and hospitals. Based on our extensive experience, we advise on development and construction projects such as large-scale land developments, land readjustment projects and urban redevelopment projects, including shopping malls and hotels. We are also familiar with real estate-related laws and regulations, including the City Planning Act, the Building Standards Act and the Real Estate Brokerage Act, as well as, in the context of real estate investment transactions, the Financial Instruments and Exchange Act, the Act on Specified Joint Real Estate Ventures, the Money Lending Business Act and the Trust Act. We have significant experience in advising on investments in domestic real estate by international investors, foreign governments and other foreign companies, and with the support of our many overseas offices, we are also capable of providing legal support to clients regarding cross-border investments in overseas real estate. With sophisticated and specialized expertise in real estate-related laws and regulations, we also handle a broad range of litigation and other disputes relating to real estate.

Nishimura & Asahi’s professionals have represented their clients in various alternative dispute resolution procedures, including arbitration and mediation.

As the number of legal disputes increases, alternative dispute resolution (ADR) is now increasingly attracting the attention of experts in each area of law as a flexible and convenient method of dispute resolution. Our firm has extensive experience in international mediations at the Japan Commercial Arbitration Association (JACC) and International Chamber of Commerce (ICC) as well as alternative dispute resolutions at ADR institutions specialized in dealing with specific types of disputes, such as the Financial Instruments Mediation Assistance Center, Center For Housing Renovation and Dispute Settlement Support, PL Centers and Consumer Affairs Centers. We were involved in the first mediation conducted, based on the International Commercial Mediation Rules of JCAA, demonstrating our front line knowledge of the procedure.

Advice on general labor law

Our lawyers, who have a wealth of experience in personnel and labor areas, provide our clients in and outside Japan with advice on the various labor issues that they face in daily operations according to each individual client’s circumstances.
As laws, regulations and practices in personnel and labor areas are rapidly changing to a great degree, Nishimura & Asahi holds study sessions for lawyers specialized in personnel and labor areas every two weeks to exchange the latest information on laws, regulations and practices. We also closely cooperate with our specialist lawyers in each area to provide support in consideration of our clients’ needs. 
By utilizing our experience in handling many international cases and our global network, we provide comprehensive advice not only on domestic cases but also on labor issues for the Japanese subsidiaries and offices of foreign corporations, and our service includes coordination between the head office and other offices.

Response to labor issues, labor disputes and labor unions

Our specialist personnel and labor lawyers have a wealth of experience in responding to labor disputes such as lawsuits, labor tribunal and remedial procedures. With respect to handling labor unions, we provide a variety of advice on responding to collective bargaining and other matters in consideration of our clients’ needs and the situation of the relevant labor union or the like, while aiming to establish a good labor-management relationship. For such handling of labor disputes and labor unions, we form the most appropriate team consisting of not only specialist personnel and labor lawyers but also lawyers specialized in litigation, crisis management and other various areas, depending on each case. We are able to do so by utilizing our human resources as the largest comprehensive law firm in Japan. This total ability is the strength of our labor team.

Personnel and organizational restructuring

When there is an M&A or restructuring, it brings about for great changes to workers of the relevant company. In many cases, the success of an M&A or restructuring needs an appropriate response to personnel and labor issues. Nishimura & Asahi ensures that our specialist personnel and labor lawyers get involved in the stage of considering M&A or restructuring, and provide services regarding a wide range of issues such as the establishment of a personnel system after M&A or the implementation of restructuring measures. Through many cases, we have acquired a wealth of experience and knowledge.
We are also experienced in many cases related to personnel system reform in consideration of the recent labor environment, including work-style reform and recruitment for specific duties rather than employment involving regular transfers to different departments, or personnel reductions in business restructuring. We provide advice in consideration of the actual circumstances of each company, not only in terms of law, but also from a managerial viewpoint of a business lawyer.

The Consumer Contract Law applies to all business-to-consumer business. At Nishimura & Asahi, our lawyers provide our clients with practical advice based on the latest amendments and debates.

The Consumer Contract Act permits a consumer to rescind a contract on certain conditions and nullifies any clauses, in whole or in part, which unfairly harm the interests of consumers. Further, it provides a Qualified Consumer Organization with the right to demand an injunction against a business operator. This Act applies to all contracts between individuals （not for the purpose of a business enterprise） and business operators; therefore, having the potential to significantly impact business operators. Discussions on amendments to the Consumer Contract Act have taken place repeatedly, and the Diet has made amendments to this Act to expand grounds for consumers to cancel contracts and nullify clauses that are disadvantageous to consumers. Therefore, it is important for business operators to conduct consumer business based on the latest rules and debates on the Consumer Contract Act. At Nishimura & Asahi, our lawyers have a deep understanding of the Act and a wealth of experience in a variety of cases enabling them to pool their knowledge to provide an essential service to our clients.