We serve as legal advisors to corporate directors and assist them in the performance of their duties by providing clear and practical explanations of the legal matters that impact on their decision-making. We also advise regularly on the preparation of internal manuals and the establishment of bespoke internal control systems to reflect the operations of the companies. In response to the recent reforms to the corporate governance framework in Japan and the changing environment surrounding the governance activities of listed companies, we provide our clients that have existing businesses with pragmatic support to cope with these changes.
INSIGHTS
PROFESSIONALS

Hirohito Akagami is engaged principally in the fields of financial, corporate and commercial law, with an emphasis on M&A and securities work. Typically, these transactions involve Akagami representing the purchasers for a number of tender offers, which he has been doing for more than 20 years. He also advises clients in a number of domestic and cross-border syndicated loans, securities and other financial transactions, as well as on corporate governance-related matters and regulatory issues.

Koichi Saito is a partner in employee/executive incentive practice group. He is a leading lawyer in this field in Japan. He advises on all aspects of share/cash-based incentive plans. He advises on selection of types of awards, design of the incentive plan, due diligence on legal and tax issues in Japan as well as other jurisdictions, implementation of the incentive plan, and operation of the plan. He advises Japanese listed and private companies on issues relating to incentive plans generally, in M&A situations and on IPO. He advises global corporations on extending their incentive plans into Japan.
He also specializes in business and human rights and other aspects of ESG law. He advises Japanese and multinational corporations, governments and international organizations on preparing policies and their implementation, including risk assessment, human rights due diligence, mitigation of human rights risks, and engagement with stakeholders. He has served as Operating Committee member of Business and Human Rights Lawyers Network Japan since 2019, and he is also a member of Advisory and Mediation Panel of Japan Center for Engagement and Remedy on Business and Human Rights (JaCER).

Hideo Tsukamoto is a partner at Anderson Mori & Tomotsune and has engaged principally in the fields of M&A, corporate governance, commercial litigation, and general corporate matters.

Mr. Keita Tokura is a partner at Anderson Mori & Tomotsune with extensive experience in Corporate Governance, Mergers and Acquisitions and related financial transactions. He has been playing important roles in a number of public deals in Japan (including going private transactions and mergers of equals). He has a depth of knowledge and experience in M&As and investments in high-tech sector.

Takahiro Hayase specializes in the design, implementation, and administration of incentive plans for directors, officers, and employees of both listed and non-listed companies, domestically and internationally. In addition to cash compensation, he is well-versed in various equity compensation schemes, including stock options, restricted stock, restricted stock units (RSUs), performance share units (PSUs), trust-based stock compensation, and employee stock ownership plans. He provides comprehensive support throughout the entire process, from the design and implementation of these compensation plans to the grant, holding, settlement and disposal of the awards.

Keiko Kaneko focuses her practice on corporate M&A and M&A-related transactions. In addition, she provides advice to a wide variety of clients on general corporate matters, labor issues, and dispute settlement. Ms. Kaneko has extensive experience advising on and conducting transactions in heavily regulated sectors, such as energy and natural resources and pharmaceutical. She also routinely advises clients in the automotive and food industries.

Yoshitaka Sakamoto has engaged principally in the fields of M&A and general corporate matters, and regularly advises both Japanese and non-Japanese clients in this regard.
In addition to his professional experience at Anderson Mori & Tomotsune, Mr. Sakamoto worked for the Civil Affairs Bureau of the Ministry of Justice, where he was in charge of the legislative project to revise Japanese corporate laws (2017-2019). He also worked for Reed Smith LLP in Los Angeles as a foreign secondee (2016-2017).

Naoko is a trade lawyer advising clients on cross-border trade and regulatory matters, including trade remedy proceedings, export controls, economic sanctions, and foreign investment regulations.
She focuses on regulatory navigation across complex trade regimes, assisting clients in understanding and responding to administrative processes, enforcement actions, and government inquiries in Japan.
She has extensive experience in anti-dumping investigations and related trade remedy proceedings, including supporting clients in responding to government investigations and regulatory inquiries.
Naoko also has experience at the Ministry of Economy, Trade and Industry, where she worked on WTO-related trade policy analysis and the assessment of trade measures. This background informs her practical understanding of regulatory frameworks and enforcement approaches.
She advises both domestic and international clients on compliance strategies,risk assessment,and regulatory engagement across a range of industries.

Kenichi Masuda has represented many local and foreign clients in a broad spectrum of businesses and industries. He has extensive experience in advising foreign clients and is familiar with cross-border issues. In particular, he regularly advises clients on mergers and acquisitions of listed and unlisted businesses (including, but not limited to, share acquisitions and divestments and business acquisitions and divestments for foreign clients where the target is a Japanese company or business), joint ventures and other cross-border investments, and corporate restructurings. His scope of experience also includes assisting and representing venture companies in various aspects including start-up, equity finance and initial public offerings, as well as establishing venture capital or other private equity funds, advising venture or other private equity funds on investments in Japanese businesses including high-tech businesses as well as distressed companies. He regularly provides legal services on employment and labor union relations (including representation of client companies at the court and other dispute resolution forum), real property transactions, intellectual property issues, general corporate matters (including corporate governance and compliance issues for listed companies) and commercial matters.
Mr. Masuda served as a Committee Member for two committees organized by the Ministry of Economy, Trade and Industry for the purpose of stimulating venture business and investments into the venture business in Japan: the Committee for Improving the Business Environment for Private Equity Finance in Japan in 2000, which developed proposals for revisions to the Japanese corporate law, and the Committee for Examining Desirable Disclosure Systems of the Venture Business in Japan in 2001, which developed proposals for revisions to the Japanese Securities Exchange Law.
Mr. Masuda also taught M&A as an adjunct lecturer at the Graduate School for Law and Politics of The University of Tokyo (2011-2013, 2014-2016).
PUBLICATIONS
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