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

Yoshimoto Kawamura

Yoshimoto Kawamura

TEL +81-3-5511-3221 / FAX +81-3-5511-3258

Languages
Japanese、English
Bar Association
Japan (2001)

Background

1996
Aoyama Gakuin University (LL.B.)
2001
Admitted in Japan (Tokyo Bar Association)
2006
Ushijima & Partners
2011
Partner, Ushijima & Partners
2019.10
Certified Fraud Examiner

Awards

Selected in the Corporate and Mergers and Acquisitions Law practice area in The Best Lawyers in Japan 2022 (April 2021)
Referred to as “notable” in the Corporate and M&A practice area, and as a “key name” in the Dispute resolution practice area in Legal 500 Asia Pacific 2019 (January 2019)

Major Practice Areas

Corporate / Compliance / Corporate Governance

Advice on various legal issues of companies
Guidance on the management of shareholders’ meetings (U&P has experience in providing guidance on shareholders’ meetings of companies which have disputes over the management control right)

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 within the same industry (general merchandise stores, leasing companies, etc.)

Crisis Management

Support in cases of violation of insider trading regulations
Internal investigations concerning transactions of a company lacking official approval of the company, etc.

Corporate Dispute / Arbitration

Disputes over management rights of companies
Temporary injunction against leakage of confidential information by a former employee

Business Revitalization/ Bankruptcy

Filing of petitions for commencement of civil rehabilitation proceedings of real estate fund management company and materials manufacturer and others

Antitrust

Advice on investigation by the Japan Fair Trade Commission regarding unreasonable restraint of trade
Advice on investigation by the Japan Fair Trade Commission regarding unfair trade practices such as the abuse of superior bargaining position
Litigations demanding damages for violation of competition law (representing the defendant) and the like
Advice regarding investigation of international cartel cases by authorities of EU, US, Korea and Japan
Negotiation with and preparation of prior notification to Japan Fair Trade Commission for corporate merger review including the case of M&A resulting in 100% market share in Japan
Advice on various legal issues concerning competition law in manufacturers’ distribution network
Advice on changes so as not to violate the Subcontract Act and discussion points to explain to counterparty
Advice on investigation by the Japan Consumer Affairs Agency regarding the Act against Unjustifiable Premiums and Misleading Representations
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Articles, etc.

“Points to Note Concerning Abuse of Dominant Bargaining Position; Be Careful about Counterparty’s Acts Imposing Unreasonable Disadvantages not Based on the Relevant Party’s Free and Voluntary Decision” (January 2013 issue of the monthly magazine “The Lawyers” (ILS Publications Inc.))
“Recent Amendments Concerning the Review of Business Combination Affecting M&ampA Practices in Japan” (Japan Business Law Review 2012 -M&A) (ILS Publications, Inc.)

Media Appearances

“Fair Trade Commission Draws a Line for Regulation at Digital Market – Making the First Move Based on Overseas Cases” (SankeiBiz, April 2, 2021)
“Individual or small- and medium-sized sellers object to Amazon’s introduction of compulsory weekend shipping” (SankeiBiz, March 9, 2021)
“Comment: Amazon’s voluntary remedies for suppliers could become a Japanese enforcement model” (MLex, October 5, 2020)
“The First Case in Japan: Hostile TOB for Descente by Itochu – Governance Revolution in Japanese Companies, Observed from Case Examples” (interview; “BUSINESS LAWYERS,” May 22, 2019)
“Mezamashi TV” (Fuji TV, February 28, 2019)
“World Business Satellite” (TV Tokyo, February 27, 2019)
“The Fair Trade Commission Investigates Amazon and Other Companies With Focus On Points Programs” (Nihon Keizai Shimbun, February 27, 2019)
“Amazon Discounts Without Permission of Suppliers for Setting Record-Low Prices -> Demands Coverage? JFTC Investigation Underway” (Sankei Shimbun, May 6, 2018)
“Amazon Inspected by FTC; ‘Afraid to Be Cut off’ Manufacturers Obey the Ruler” (Mainichi Newspapers, March 16, 2018)
“Does ‘Cooperation Money’ That Amazon Demanded Constitute the Abuse of Superior Bargaining Position?” (BUSINESS LAWYERS, March 8, 2018)
“Amazon Demands ‘Cooperation Money’ from Manufacturers; 1~5% of Sales” (electronic version of the Nihon Keizai Shimbun, February 27, 2018)
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Lectures Given

“Risks under and Compliance with the Antimonopoly Act in Relation to Unfair Trade Practices” (Financial Management Forums, Inc., October 15, 2020)
“Amended Antimonopoly Act and Measures to Be Taken by Companies ~ Antimonopoly Compliance Based on the Amended Act~” (Financial Management Forums, Inc., November 7, 2019)
“A Compliance System That Is Required for Preventing and Addressing Scandals ~ With Reference to Antimonopoly Compliance~” (LexisNexis Japan, Co., Ltd., October 29, 2019)
“Approaches to Building/Establishing a Compliance System” (Corporate Management Forums, Inc., July 24, 2019)
“Operation of Board of Directors and Cases of Pursuing Liability of Directors” (Japan Corporate Governance Network, May 14, 2019)
“Practical Operations Addressing Reinforcement of Governance of a ‘Company with an Audit and Supervisory Committee’ ” (Japan Audit & Supervisory Board Members Association, November 21, 2018)
“Guide to Building and Reviewing a Compliance System” (LexisNexis Japan/Business Law Journal, July 26, 2018)
“Operation of Board of Directors and Cases of Pursuing Liability of Directors.” (Japan Corporate Governance Network, May 16, 2018)
“Responses to on-site inspection, etc., based on the Guidelines on Administrative Investigation Procedures under the Antimonopoly Act, and Antimonopoly Compliance” (LexisNexis Japan/Business Law Journal, April 19, 2016)
“Management of the board of directors and actual cases regarding pursuit of board members’ liability” (Japan Corporate Governance Network, February 17, 2016)
“Transition to the Structure of Company with Audit and Supervisory Committee; Operation Practice; and the Impact on Governance” (Japan Corporate Governance Network, May 20, 2015)
“Management of the board of directors and actual cases regarding pursuit of board members’ liability” (Japan Corporate Governance Network, November 27, 2014)
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