Sanno Park Tower 12F (Reception) and 14F,
11-1, Nagatacho 2-chome, Chiyoda-ku,
Tokyo 100-6114, Japan

Tokyo Metro Ginza Line: G06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Nanboku Line: N06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Chiyoda Line: C07 Kokkai-gijido-mae Station, Exit 5 (3 minutes’ walk)

Tokyo Metro Marunouchi Line: M14 Kokkai-gijido-mae Station, Exit 5 (10 minutes’ walk through Chiyoda Line platform)

Partners

Hiroshi Watanabe

Hiroshi Watanabe

TEL +81-3-5511-3232 / FAX +81-3-5511-3258

Languages
Japanese、English
Bar Association
Japan (1996)

Background

1992
Chuo University (LL.B.)
1996
Admitted in Japan (Dai-ni Tokyo Bar Association)
Ushijima & Partners
1997
Completed the first doctoral course (in the Companies Act) at Graduate School of Law of Chuo University
2003
Partner, Ushijima & Partners

Part-time auditor at Aoba Life Insurance (until 2004)

Awards

– A “leading individual” in the Corporate and M&A practice area in The Legal 500 Asia Pacific 2021 (January 2021)

– A “leading individual” in the Corporate and M&A practice area in The Legal 500 Asia Pacific 2020 (January 2020)

– Referred to as a leading individual in the Corporate and M&A practice area, and introduced as a “key name” in the Dispute Resolution practice area in The Legal 500 Asia Pacific 2019 (January 2019)

– Introduced as “brilliant” in the Corporate and M&A practice area, and as “highly regarded for his securities litigation expertise” in the Dispute Resolution practice area, in The Legal 500 Asia Pacific 2018 (November 2017)

– Introduced as “exceptional” in the Corporate and M&A practice area, and as “experienced in securities litigation” in the Dispute Resolution practice area, in The Legal 500 Asia Pacific 2017 (November 2016)

– Recommended lawyer in the Corporate and M&A practice area in The Legal 500 Asia Pacific 2014 (November 2013)

Major Practice Areas

Corporate / Compliance / Corporate Governance

– Advice on various legal issues of listed companies

– Guidance on the management of shareholders’ meetings (U&P has experience in providing guidance on the largest shareholders’ meetings in Japan attended by more than 10,000 shareholders)

M&A / Hostile Takeover

– Hostile takeover bid by Oji Paper Co., Ltd. for Hokuetsu Kishu Paper Co., Ltd. (advising the target company)

– Hostile takeover bid by K.K. daVinci Advisors for TOC Co., Ltd. (advising the target company)

– M&A transactions related to corporate restructuring within the same industry

– Advice on business expansion into Indonesia, Vietnam, Laos and other Southeast Asian countries

Crisis Management

– Support to financial institutions in investigations by the Securities and Exchange Surveillance Commission concerning correction of past accounts

– Support in cases of violation of the Financial Instruments and Exchange Act (including violation of insider trading regulations)

– Internal investigations concerning cases of violation of the Unfair Competition Prevention Act, Act against Unjustifiable Premiums and Misleading Representations, etc.

Corporate Dispute / Arbitration

– Petition for provisional injunction to halt the issuance of stock acquisition rights by Open Loop Inc. (Sapporo District Court judgment on December 13, 2006)

– Exercise of appraisal rights of shares in Intelligence, Ltd. (Tokyo High Court judgment on October 19, 2010)

* This was the first case in Japan in which regression analysis was used to determine the fair price of a stock

– Shareholders’ derivative action against directors by an activist fund (participated as an assisting intervener)

Antitrust

– Supported investigation into international cartel cases by authorities of EU, US, Korea and Japan

– Supported corporate merger review of cases of M&A, etc., resulting in 100% market share in Japan

– Provided support in cases of violation of the Subcontract Act

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Publications

“This Is the Key Point; Q&A Concerning Drastic Amendments of the Commercial Code in 2001, 2002 and 2003” (hitotsubashi-shuppan co. Ltd., September 2003) (under joint authorship)

Articles, etc.

“Practices for Compliance with Competition Law to Avoid International Cartel Risks That Are Expected to Increase under the U.S. Biden Regime (Part 2)” (“BUSINESS LAWYERS,” July 1, 2021)
“Practices for Compliance with Competition Law to Avoid International Cartel Risks That Are Expected to Increase under the U.S. Biden Regime (Part 1)” (“BUSINESS LAWYERS,” June 23, 2021)
“[A Series of Articles] Practice of J-REIT’s Defense Against Hostile Takeover — Part Two: Points to Note in Takeover of J-REIT and Countermeasures Against It” (“BUSINESS LAWYERS,” March 4, 2019)
“[A Series of Articles] Practice of J-REIT’s Defense Against Hostile Takeover — Part One: Characteristics of J-REIT’s Anti-Takeover Defense and Method of Hostile Takeover” (“BUSINESS LAWYERS,” February 27, 2019)
“Characteristics and points of the sale of business by auctions adopted by Toshiba in the sale of its semiconductor memory business” (“BUSINESS LAWYERS,” June 27, 2017)
“Corporate scandals and legal risk to the top executives – Risk management in consideration of shareholders’ derivative suit is essential” (January 2016 issue of the monthly magazine “The Lawyers” (ILS Publications Inc.))
“Toshiba’s accounting scandal – Toshiba is considering suing ex-management for damages which may exceed JPY 1 billion” (November 10, 2015 issue of the “Weekly Economist” (The Mainichi Newspapers))
“Practical points to note in correcting past accounts, reflecting on Toshiba’s improper accounting issues, etc.” (under joint authorship, October 2015 issue of the monthly magazine “The Lawyers” (ILS Publications Inc.))
“Effissimo vs. Saison Information; fierce battle over large-scale takeover bid” (April 2013 issue of “Business Law” magazine of Chuo Keizai-sha, Inc.)
“Recent Amendments Concerning the Review of Business Combination Affecting M&A Practices in Japan” (Japan Business Law Review 2012 -M&A) (ILS Publications, Inc.)
“Analysis: Practical measures in securing independent directors” (“Business Law” magazine of Chuo Keizai-sha, Inc., August 20, 2010)
“Questioned Reasonableness of Third Party Allocation – Modified Main Purpose Rule” (January 2009 issue of “Business Law“ magazine of Chuo Keizai-sha, Inc.)
“Key Points in Designing Preferred Shares” (November 2006 issue of “Business Law” magazine (CHUOKEIZAI-SHA, INC.))
“Scheme to thoroughly Use Class Shares that Would Enable Flexible Fund Raising” (July 2006 issue of “Business Law” magazine (CHUOKEIZAI-SHA, INC.))
“‘Blind Spots’ in Takeover Defense Measures that Should Be Verified prior to Introduction as Seen from Yumeshin Incident (October 20, 2005 issue of “JUNKAN KEIRIJOUHOU” magazine (CHUOKEIZAI-SHA, INC.))
“Q&A: What to Do then? ‘Conflict-of-Interest Transactions by Directors’” (July 2005 issue of “Business Law” magazine (CHUOKEIZAI-SHA, INC.))
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Media Appearances

“Understanding Japan’s outbound M&A boom” (September 2019 issue of Financier Worldwide Magazine)

Lectures Given

Panel Discussion

“Legal system concerning public companies and business combinations/various issues involving the listing of parent and subsidiary companies – corporate governance in group management and the relevant legal system as they ought to be” (Japan Independent Directors Network, March 24, 2010)

Lecture

“Duty of directors in the age of the Corporate Governance Code ~ with a focus on derivative lawsuits ~” (LexisNexis Japan Co., Ltd./Business Law Journal, July 29, 2016)
“The use of class shares and the points to note” (Kinyu Facsimile Shimbun-sha, March 17, 2016)
“Shareholders’ derivative suit” (Japan Corporate Governance Network, February 24, 2016)
“Shareholders’ derivative suit” (Japan Corporate Governance Network, December 2, 2014)
“Responsibilities that company officers should carry out – from the perspective of governance – ” (Japan Corporate Governance Network, May 21, 2014)
“Practical points for outside directors to note in relation to minutes of board meetings” (Japan Corporate Governance Network, May 23, 2013)
“Points to note in practical business under the Vienna Sales Convention” (JEITA, Japan Electronics and Information Technology Industries Association, September 11, 2009)
“Countermeasures against Hostile Takeovers by Activist Funds, Etc. and  their Practical Problems – Focusing on Practical Points to Note in Proxy Fight” (Management Study Seminar hosted by Stock Research, Inc., November 7, 2007)
“Good Use of Class Shares and Points to Note therein – with a View to Specific Use in Fund Raising, Business Succession and Takeover Defense Measures” (seminar hosted by FACSIMILE NEWS, October 4, 2007)