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

Hiroyuki Yamauchi

Hiroyuki Yamauchi

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

Languages
Japanese、English
Bar Association
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 Areas

Corporate

Advice on various legal issues of companies
Guidance on the management of shareholders’ meetings

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 and restaurants

Contest for Corporate Control

Takeover of corporate control of a non-public company from a representative director by a non-dominant shareholder
Proxy fight at a family company, and takeover of corporate control from the representative director side

Risk Management/Crisis Management/Compliance

Support in internal investigations, propose recurrence prevention measures, advise establishment of compliance system, support in civil litigation and criminal complaints about accounting frauds, embezzlement, unauthorized borrowing, etc. by employee(s)
Support in cases of violation of the Financial Instruments and Exchange Act (including violation of insider trading regulations)
Support in internal investigations and advice on violation of Unfair Competition Prevention Act and Unauthorized Computer Access Law (leak of trade secrets)

Corporate Dispute, etc.

Represented foreign companies in various types of litigation
Case of securities litigation such as decision of price of shares, invalidation, injunction and preliminary injunction of issuance of share options and CBs, etc.
Case of action pursuing the liability of officers, etc. such as action seeking dismissal of officers, derivative suit, provisional disposition to suspend execution of duties of officers, etc.;
Provided legal opinion and advised on execution of or injunction of payment for demand guarantees, performance bonds, etc.
Acting on behalf of shareholders of non-public companies in the exercise of various shareholders’ rights to companies (requests to inspect and copy shareholder registry and accounting books, requests for delivery of a copy of financial statements, etc.)

Internet / Media / Entertainment

Case of petition for provisional injunction for deletion of posted comments on a textboard, including a demand to disclose information about the poster (Represented petitioner side)
Case of petition for provisional injunction for deletion of posted comments on a word-of mouth review site, including a demand to disclose information about the poster (Represented petitioned person side)
Advised on copyright, etc. for a video sharing website, drama, etc.
Drafted, reviewed and advised on various type of agreements for talent agencies dancers, stage directors, etc. such as contracts on acting at concert tour, terms and conditions of dancing school user policy, lease agreements regarding dance school, agreements on production of concert, casting, license agreements, 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

Finance / Securitization

Finance of real estate

Government Contracts

Reviewed and advised on various type of agreements concluded by government, public entities
Researched and advised on new tendering system
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Articles, etc.

“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)