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)

Of Counsel

Tetsuya Araseki

Tetsuya Araseki

TEL +81-3-5511-3230 / FAX +81-3-5511-3258

Languages
Japanese、English
Bar Association
Japan (1986), New York (1995)

Background

1983
Waseda University (LL.B.)
1986
Admitted in Japan (Tokyo Bar Association)
1989
Ushijima & Partners
1994
Georgetown University Law Center (LL.M.)
Reid & Priest LLP, New York (-1995)
1995
Admitted in New York
Resumed practice at Ushijima & Partners
1996
Partner, Ushijima & Partners

New York State Bar Association

IFA (International Fiscal Association)

Japan Tax Jurisprudence Association (Nihon Zeiho Gakkai)

Tokyo International Tax Lawyers Club

International Tax and Law Study Group (Kokusai Zeimu Homu Kenkyukai)

Awards

Selected in the Tax Law practice area in The Best LawyersTM in Japan 2022 (April 2021)

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Major Practice Areas

M&A/Restructuring

M&A transaction of a bank (acting on behalf of the buyer)
M&A transaction of a life insurance company (acting on behalf of the seller)
Response to an indemnification claim based on representation and warranties clause in an M&A contract regarding a life insurance company
M&A transaction of a company engaged in recruiting and job placement
M&A transaction of medical device business (acting on behalf of the seller)
Business integration of pharmaceutical companies
Restructuring of a golf course business
M&A transaction regarding a house builder
Organizational restructuring of a company engaged in recruiting and job placement
Organizational restructuring of a company engaged in the entertainment business
Advice on global organizational restructuring of a brand-name products manufacturer
Acting on behalf of an insurer regarding representation and warranty insurance in an M&A transaction

Tax

Tax litigation of a Japanese corporation of a US-based multinational enterprise
Representation of an individual taxpayer in a possible CFC taxation matter
Representation of a taxpayer in tax investigation concerning taxation of TMK
Representation of a taxpayer in tax investigation concerning PE taxation
Advice on taxation regarding organizational restructuring of foreign companies
Support for preparation of contracts among group companies considering transfer pricing taxation for a Japan-based multinational enterprise

Capital Market

FSA case regarding violation of Financial Instruments and Exchange Law (market manipulation)
U.S. class action in securities fraud case

Litigation/Arbitration

Representation of a Panamanian company in a litigation demanding payment under bank guarantee letter governed by English law
Representation of a manufacturer in an ICC arbitration case involving Philippine environmental regulations
Representation of a U.S. sporting goods manufacturer in a product liability suit
Execution in Hawaii of a court judgment rendered in Japan
Representation of an insurance company in ADR case held at the Life Insurance Association of Japan
Litigation in the U.S. filed by an individual alleging infringement on copyright, etc. (advising defendant Japanese corporation)

Closely-held corporations

Support client in acquiring controlling stake in an unlisted company
Assisting minority shareholder of unlisted company in realizing its shareholder rights
Business succession and estate planning of a shareholder of an unlisted company

International commercial transactions/International investment

Matters regarding termination of distributorship agreement
Supporting client in business jets purchase transactions
Finance deals taking movables and account receivables as security
Advising a religious corporation regarding expansion of its overseas operations

International family law matters

International divorce and distribution of property
International inheritance matters
Preparation of a will for non-Japanese residing in Japan

Intellectual property

Advising client on measures against counterfeit brand-name products

Others

In-house investigation regarding the presence or absence of involvement in inappropriate transactions such as round-trip transactions
Legal advice to a foreign casino company on doing business in Japan
Advising a foreign casino company on matters involving Japanese customers
Legal advice on cosmetic business in Japan under the then Pharmaceutical Affairs Act of Japan
Advising a foreign company on a contest held in Japan

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Articles, etc.

“[Series] Outline of Special Measures Under the Business Succession Taxation Scheme That Has Been Drastically Expanded by the FY 2018 Tax Reform – Part 2: Succession Patterns, De Facto Abolition of Employment Security Requirement, and Other Revisions” (“BUSINESS LAWYERS,” November 28, 2018)
“[Series] Outline of Special Measures Under the Business Succession Taxation Scheme That Has Been Drastically Expanded by the FY 2018 Tax Reform – Part 1: Background to the Reform and Submission of Special Succession Plan, Ceiling on the Number of Eligible Stocks/Percentage of Tax Payment to Be Deferred” (“BUSINESS LAWYERS,” November 20, 2018)
“Points to be noted in conducting business in a country which has a service-PE provision in the Tax Convention – China, Thailand, Vietnam, Indonesia, etc.” (April 2015 issue of the monthly magazine “The Lawyers” (ILS Publications, Inc.))
“Current state of the principle of no taxation without law in Japan” (Japan Business Law Review 2012 -Taxation (ILS Publications, Inc.))
“Does Poison Pill Deterrent Have Limitations?” (September 2005 issue of “Business Law” magazine (CHOUKEIZAI-SHA, INC.))

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Lectures Given

“Study of Tokyo High Court judgment on June 12, 2014 (Nissan case)” (TITLC (Tokyo International Tax Lawyers Club), September 12, 2017)

Seminars regarding the practical measures required under the My Number system (Local Chambers of Commerce and Industry and other institutes, June through January 2016)

“Review of recent court precedents regarding taxation of partnerships” (TITLC (Tokyo International Tax Lawyers Club), February 18, 2014)
“Tax Matters of Asian Regional Headquarters Companies” (Kokusai Zeimu Homu Kenkyukai (International Tax and Law Study Group), June 25, 2013)
“2010 revision to Article 7 of the OECD Model Tax Convention” (TITLC (Tokyo International Tax Lawyers Club), May 26, 2011).

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