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)

Partner

Hiroyuki Yamauchi

Hiroyuki Yamauchi

TEL +81-3-5511-3852 / FAX +81-3-5511-3258

Languages
Japanese、English
Bar Association /
Qualification
Japan (2009) , New York (2020)

Background

2006
Meiji Gakuin University Faculty of Law (LL.B.)
2008
Tokyo Metropolitan University Law School (J.D.)
2009
Admitted in Japan (Dai-ni Tokyo Bar Association)
Ushijima & Partners
2018
Cornell Law School (LL.M.)
Resumed practice at Ushijima & Partners
2020
Partner, Ushijima & Partners
Admitted in New York

Awards

Recommended in the Corporate and M&A practice area and the Dispute resolution practice area in The Legal 500 Asia Pacific 2022 (January 2022)
Selected in the Corporate and Mergers and Acquisitions Law practice area in The Best Lawyers in Japan 2022 (April 2021)

Major Practice Area

Corporate

Advice on various legal issues of companies

M&A

Reviewed and advised on various type of agreements related to M&A, such as Financial Advisory Agreements, Agreements for Transfer of Business, Share Transfer Agreements, and Company Split Agreements
M&A, Carve-Out M&A and other transactions among entertainment agencies, real estate companies, J-REITs and restaurants

Risk Management/Crisis Management/Compliance

Support in internal investigations, propose recurrence prevention measures, advise on establishment of compliance system, support in civil litigation and criminal complaints about corporate misconduct

Contests for Corporate Control/Corporate Disputes, etc.

Case of securities litigation such as decision of price of shares, invalidation, injunction and preliminary injunction of issuance of share options and CBs, etc.
Cases regarding pursuing the liability of officers and disputes for corporate control, etc., such as actions seeking dismissal of officers, derivative suits, provisional disposition to suspend execution of duties of officers, provisional disposition prohibiting the exercise of voting rights, provisional disposition prohibiting the holding of a shareholders meeting, etc.;
Provided legal opinion and advised on execution of or injunction of payment for demand guarantees, performance bonds, etc.
Acting on behalf of shareholders in the exercise of various shareholders’ rights (shareholder proposals, requests to inspect and copy shareholder registry and accounting books, requests for delivery of copies of financial statements, etc.)

FinTech/Crypto Assets

Advised on establishing marketplace or platform of NFTs
Advised on issuance of NFTs on rights of members
Advised on issuance of NFTs on game items
Advised on issuance of Security Token Offering (STO)

Finance / Securitization

Finance of real estate (GK-TK scheme, Specified Joint Real Estate Venture)
Advised on various legal issues regarding electronic transactions business of Specified Joint Real Estate Venture (So-called real estate crowdfunding)
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Articles, etc.

Publication of Tender Offer Disclosure Guidelines” (Legal Industry Reviews Japan 5th Edition)
Global FinTech Guide” (Multilaw, October 21, 2024)
“Points to Note in M&A of Medical Corporations” (BUSINESS LAWYERS, December 9, 2021)
“Legal Work Related to Business Succession of Medical Corporations (Part II) – Points for Choosing the Scheme to Address Succession of Medical Corporations with Equity” (BUSINESS LAWYERS, December 3, 2021)

Lectures Given

“Points to Remember When Entering into a Share Transfer Agreement, in Light of Endless Cases of Companies’ Failed DD and Later Regrets” (Kinyu Facsimile Shimbunsha, February 12, 2025)
“Thorough Review of Share Transfer Agreement ~ Commentary on Basic and Practical Points and Practice ~” (BUSINESS LAWYERS, November 20, 2024)
“Legal Reform Station #21 – A Special Feature on Contract Types and Contract Provisions to Pay Attention to NOW! Summer 2024” (LegalOn Technologies, Inc., August 5, 2024 -)
“How To Prevent Malfeasance – Have You Correctly Taken Measures for Compliance?” (Part 1 and Part 2) (FRONTEO, March 9, 2023)
Basics of the Whistleblower Protection Act” (BUSINESS LAWYERS LIBRARY, September 21, 2022 – )

News

Our attorneys received a high evaluation in The Best Lawyers™ in Japan 2024.

A 2023 version of an article written by Hiroyasu Kageshima, Hiroyuki Yamauchi and Ayaka Kondo on digital business (in English) was published in “Practical Law” issued by Thomson Reuters.

Our firm and lawyers received high evaluations in the Legal 500 Asia Pacific 2023 Guide.

An online seminar on the Whistleblower Protection Act delivered by Hiroyuki Yamauchi, hosted by BUSINESS LAWYERS, was introduced on its website for members.

An article on points and practical considerations in respect of the amended Whistleblower Protection Act, written by Hiroyuki Yamauchi and Shinobu Yanagita, was posted on “BUSINESS LAWYERS.”

An article on points and practical considerations in respect of the amended Whistleblower Protection Act, written by Hiroyuki Yamauchi and Shinobu Yanagita, was posted on “BUSINESS LAWYERS.”

Our firm and lawyers received high evaluations in The Best Lawyers™ in Japan 2023.

Our firm and lawyers received high evaluations in the Legal 500 Asia Pacific 2022 Guide.

An article on M&A of medical corporations, written by Hiroyuki Yamauchi, was posted on “BUSINESS LAWYERS.”

An article on business succession of medical corporations (Part II), written by Hiroyuki Yamauchi, was posted on “BUSINESS LAWYERS.”

An article on business succession of medical corporations (Part I), written by Hiroyuki Yamauchi, was posted on “BUSINESS LAWYERS.”

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