Bar Admissions

Background

The University of Tokyo (LL.B.), 1999
Admitted in Japan, 2001, Tokyo Bar Association
Joined Mori Sogo (currently, Mori Hamada & Matsumoto), 2001
Established STW & Partners (currently, SHIOMIZAKA), 2007
Member of the Independent Committee, NSK Ltd., 2017-2020
Outside Director, Otsuka Kagu, Ltd., 2020-2021
Outside Company Auditor, INFORICH INC., 2021-
Outside Director, AGP CORPORATION, 2022-

Practice Areas

Litigation and Settlement of Disputes
Many different types of business-related disputes, including cases related to the Companies Act (officers' liability, dismissal of directors, dispute over control such as demand for ceasing the issue of new shares, etc.), M&A-related cases (breach of representation and warranties, invalidation of organizational restructuring, determination of stock prices, etc.), cases concerning agreements between companies.

Companies Act and Business Restructuring
Support and advice on the operation of (general and extraordinary) shareholders' meetings, legality of managerial decisions, operation of the board of directors, officers' compensation, capital strategies such as increase or decrease of capital stock and acquisition of treasury stock, information disclosure, insider trading, advice on issues concerning the Companies Act and the Financial Instruments and Exchange Act such as agreements between shareholders, support and advice on business restructuring and M&A, etc.

Fraud and Misconduct Investigations, Support for Compliance Activities (Whistle-Blowing Hotline, Employee Education and Trainings, etc.)

Other
Bankruptcy procedures such as serving as a bankruptcy trustee, contract drafting, and other common business-related legal services.

Publications

♦ Companies Act
・"Considering the Role of Outside Directors in MBOs" 2024
・"Analysis of Frameworks for Executives to Consider and Act upon to Prevent Corporate Misconduct (Part 1-3)" 2023
・"Key Points of Anti-Takeover Measures That Company Auditors Should Understand (Sequel)" 2022
・"Directors' Duty to Build a Labor Management System — Study of the Court Judgment on Higo Bank Shareholder Derivative Suit in the First Instance" 2022
・"Key Points of Anti-Takeover Measures That Company Auditors Should Understand — A Study of Recent Court Cases" 2021
・"Clause-by-Clause Discussions: Companies Act (3) Stock Companies III, 2nd Edition" 2021 (Co-Author)
・"Clause-by-Clause Discussions: Companies Act (2) Stock Companies II, 2nd Edition" 2021 (Co-Author)
・"Explanation of Actual Work to Prepare Documents Related to the Companies Act as Amended in 2019, part 2 (final)" 2021
・"Explanation of Actual Work to Prepare Documents Related to the Companies Act as Amended in 2019, part 1" 2021
・"Analyzing the Disclosure of Activities of Company Auditors and Board of Company Auditors in Securities Reports" 2021
・"Deepened Roles and Expanded Duties Today's Outside Directors Are Expected to Perform and Points to Consider When Electing or Assuming Office as Outside Directors" 2020
・"What Impact Will It Have on Future Managerial Decisions on Equity Finance? Key Points of the Judgement of the Court of Second Instance in the Case of Claim for Damages Caused by Issuance of Daio Paper Convertible Bonds" 2019
・"Points to Consider in Preparation for the General Shareholders' Meeting in June 2019" 2019
・"Points to Consider in Preparing the Business Report and the Audit Report for the General Shareholders' Meeting in June 2019" 2019
・"Analyzing General Shareholders' Meetings in 2018" 2019
・"Remuneration for Officers--Key Points of System Development and Considering What to Include in the Items to be Resolved" 2018
・"Corporate Litigation Handbook" 2017 (Co-Author)
・"Basic Course on the Companies Act for Corporate Auditors 1-9" 2016-2017 (Co-Author)
・"Analyzing Disclosure of Remuneration of the Management in Compliance with the Corporate Governance Code" 2016 (Co-Author)
・"Clause-by-Clause Discussions: Companies Act (Supplementary Edition) 2014 Amendment" 2015 (Co-Author)
・"Questions Expected in a Shareholders' Meeting and Sample Answers -- Discussions with Shareholders about Corporate Governance" 2015
・"Practice related to the Companies Act as Amended in 2014" 2015
・"Analyzing General Shareholders' Meetings in 2013" 2014
・"Updated Report of Revision of Companies Act" 2010-2012 (Co-Author)
・"Points to Consider regarding General Shareholders' Meetings in June 2013" 2013
・"Understanding the Proposed Outline of Revision of Company-related Laws and Regulations" 2012
・"Points to Consider regarding General Shareholders' Meetings in June 2012" 2012
・"Q&A: Interim Proposal Regarding the Revision of Companies Act" 2012 (Co-Author)
・"Clause-by-Clause Discussions: Companies Act (3) Stock Companies III" 2012 (Co-Author)
・"Reviewing the Judgment of the Tokyo High Court on the Case of Apamanshop Stockholders' Representative Action" 2010 (Co-Author)
・"Reviewing the Supreme Court Judgment on the Case of Shikoku Bank Stockholders' Representative Action" 2010 (Co-Author)
・"Response to Required Disclosure of the Result of Exercise of Voting Rights" 2010
・"Reviewing the Supreme Court Decision on the Case of Aggravated Breach of Trust at Hokkaido Takushoku Bank" 2010 (Co-Author)
・"Reviewing the Supreme Court Judgment on the Case of Hokkaido Takushoku Bank and Kabuto Decom" 2010 (Co-Author)
・"Reviewing the Supreme Court Judgment on the Case of Hokkaido Takushoku Bank and Sakaegi Fudosan" 2010 (Co-Author)
・"Legal Issues related to Payback" 2009
・"Modern significance of the Japanese Commercial Code that prohibits corporation from offering of profit without any benefit to the corporation in the supreme court decision of Janome Sewing Machine case" 2008
・"Dematerialization of Share Collateral--practical points to keep in mind and transition measures after dematerialization" 2008
・"Corporate Accounting" 2007 (Co-Author)
・"A significant increase of pay back and some points to keep in mind" 2007
・"Board Members' Compensation under the Corporate Law" 2007
・"New Edition: Auditors and Shareholder's Derivative Action under the Corporate Law" 2006
・"Explanation of Key Points of the Enforcement Regulations Related to the General Shareholders' Meeting" 2006
・"Amending Articles of Incorporation Based on Corporation Law and Related MOJ Ordinances" 2006
・"Adjustment to New Corporation Law: Check Points in Reviewing Articles of Incorporation and Other Regulations" 2006 (Co-Author)
・"Q&A What Do You Do Then?: What will happen in the shareholders' meeting after the new corporate law taking effect?" 2006
・"Shareholders' Meetings" Article Published in "Companion to Practitioners and Accounting Department Personnel! All about the Proposed Enforcement Regulations of the New Corporate Law--with interpretation of important points" 2006
・"Amendments to the Articles of Incorporation of Publicly-Held Corporations under the Corporate Law" 2005
・"Corporate Legal Affairs: Trend of Recent Shareholder's Derivative Action" 2005
・"Corporate Legal Affairs Frontier (No.45): A Case where a Large Amount of Damages were Charged against Directors of a Business Corporation" 2005
・"Key Points of Organizing Managerial Organs under the Revised Companies Act" 2005 (Co-Author)
・"Key Points of Modernization of Company-related Laws and Regulations (4): Reviewing Directors' Liability and Issues related to Stockholders' Representative Actions" 2005

♦ Financial Instruments and Exchange Act
・"Trends in Insider Trading Regulations Observed in the Recent Court Case of Seeking Revocation of FSA's Penalty Order" 2023
・"Management of Undisclosed Information" 2022
・"What is the 'Court Decision' on Insider Trading Cases? Reviewing the Supreme Court Decision on the Murakami Fund Case" 2011
・"Commentary on the Supreme Court Decision on the Murakami Fund Insider Trading Case" 2011

♦ M&A
・"Practical Analysis of Court Precedents on M&A Issues [2nd ed.]" 2022 (Co-Author)
・"Case Studies: TOB after Establishing M&A Guidelines --What Measures Are Implemented to Ensure Fairness--" 2020 (Co-Author)
・"MOU Concerning How to Respond to a Hostile or Unsolicited Bid -- Case Study of Takeover Bids for Unizo HD" 2019
・"Reviewing the Judgment of the Court of Second Instance on the Case of Stockholders' Representative Action against MBO of Charle" 2016
・"Practical Analysis of Court Precedents on M&A Issues" 2015 (Co-Author)
・"Appropriateness of Consideration of 'Squeeze-Out' Type Reorganization" 2013
・"Reviewing the Decision of Tokyo District Court on the Kojitu Case" 2013
・"Reconsideration of 'Fair Price' in MBO Cases -- Based on by the Decision of the Osaka District Court on April 13, 2012" 2012
・"Duty of Directors in MBO Transactions" 2011 (Co-Author)
・"Recent Trends of Capital Increase of Listed Companies by Allotment of New Shares to Third Parties" 2008

♦ Antimonopoly Act
"Pricing to Offset the Increase in the Consumption Tax and Indication of Price in relation to the Antimonopoly Act" 2012

♦ Other
・"Basic Guide for Aspiring Litigation Lawyers -- from Engagement to Resolution of Civil Cases --" 2018 (Co-Author)
・"Interview: Which Law Firm is Actually Trusted by Leading Companies? Part IV. STW & Partners" 2018
・"Measures to Preserve Claims in Preparation for Bankruptcy of the Counterparty" 2011
・"Predicting Amendment to Company-related Laws and Regulations and Claims Law -- Trends and Points to Focus on about Business-related Laws and Regulations" 2011
・"Legal Risk Seminar for Medium-sized Companies (1): Points to Consider regarding Crisis Response" 2010 (Co-Author)

NOTE: All publications are written in Japanese. These English titles listed above are translated from the Japanese originals only for reference purposes.

Seminars

・"A Framework for Daily Activities of Directors Based on an Analysis of Court Cases of Directors' Liability" Shojihomu, January 16, 2024
・"A Legal Perspective on LGBTQ+ Inclusion in the Workplace: Directors' Duty to Ensure LGBTQ+ Inclusion" SHIOMIZAKA Legal Seminar, November 28, 2023
・"Management Decisions and Expert Opinions: Recent Trends Regarding Officers/Directors' Responsibilities" (3 sessions) SHIOMIZAKA Legal Seminar (online), published on September 27, 2022
・"Reviewing Recent M&A Disputes and Court Decisions—In Celebration of the Publication of Practical Analysis of Court Precedents on M&A Issues [2nd ed.]" (6 sessions) SHIOMIZAKA Legal Seminar (online), published on August 30, 2022
・"2021 in Review: Governance, Risk and Compliance (GRC) Trends, Issues and Case Studies" (3 sessions) SHIOMIZAKA Legal Seminar (online), published on January 25, 2022
・"Basic Understanding about the Organs of a Stock Company: Directors and Board of Directors, and Auditing Organ" (online seminar) Japan Audit & Supervisory Board Members Association, August 30, 2021 to October 7, 2021
・"Key Points of Introducing Corporate Indemnification in Accordance with Revised Companies Act 2019" (online seminar) Shojihomu, February 2, 2021 to April 2, 2021
・"Basic Understanding about the Organs of a Stock Company: Directors and Board of Directors, and Auditing Organ" (online seminar) Japan Audit & Supervisory Board Members Association, September 11, 2020 to November 30, 2020
・"Key Points of Corporate Governance Reforms" The Japanese Institute of Certified Public Accountants, Tokyo section, September 3, 2020
・"Summarizing Issues Concerning Formalities Required by Companies Act during COVID-19 Crisis" (3 sessions) SHIOMIZAKA Legal Seminar (online), published on August 12, 2020
・"Shareholders' Meeting 2020: Related Practice and Points to Consider for Corporate Auditors" Streaming video for members of Japan Audit & Supervisory Board Members Association, April 1, 2020
・"Recent M&A Topics from a Legal Perspective" The Japanese Institute of Certified Public Accountants, Tokyo section, December 19, 2019
・"Summarizing Corporate Governance Issues 2019" SHIOMIZAKA Legal Seminar, October 8, 2019
・"Basic Understanding about the Organs of a Stock Company: Directors and Board of Directors, and Auditing Organ" Japan Audit & Supervisory Board Members Association, September 13, 18, 2019
・"Shareholders' Meeting 2019 --Sorting Out Related Issues and Preparing for Effective Practice--" 31st STW Corporate M&A Legal Seminar hosted by STW & Partners, February 19, 2019
・"Basics and Practice of Corporate Litigation -- When and What Should Corporate Legal Teams Do? --" Lecture with Kazuhiko Yamada, Esq. of Nakamura, Tsunoda & Matsumoto, hosted by Shojihomu, October 16, 2018
・"Basic Understanding about the Organs of a Stock Company: Directors and Board of Directors, and Auditing Organ" Japan Audit & Supervisory Board Members Association, September 4, 5, 2018
・"Basics and Practice of Corporate Litigation -- When and What Should Corporate Legal Teams Do? --" Lecture with Kazuhiko Yamada, Esq. of Nakamura, Tsunoda & Matsumoto, hosted by Shojihomu, December 5, 2017
・"Duties and Liabilities of Directors -- Ten-Year History and Outlook" STW Seminar, September 29, 2017
・"The Crux of Corporate Scandal Cases" and "Officers' Liabilities under the Companies Act" Tokyo Division, The Japanese Institute of Certified Public Accountants, September 8, 2017
・"Organs of a Stock Company under the Companies Act: Directors and Board of Directors, and Auditing Organ" Japan Audit & Supervisory Board Members Association , September 1, 6, 2017
・"Summarizing Corporate Governance Issues 2017" 26th STW Corporate M&A Legal Seminar hosted by STW & Partners, July 25, 2017
・"Death from Overwork (Karoshi) and Officers' Liability" and "Commentary on Current Corporate Legal Topics" 25th STW Corporate M&A Legal Seminar hosted by STW & Partners, May 26, 2017
・"Workshop for Staff Assisting Corporate Auditors 'Notes to Consider when Preparing Business Report and Points to Focus on for the Audit by the Corporate Auditor'" Japan Audit & Supervisory Board Members Association, January 20, 24, 27, February 3, 2017
・"13th Global Business Risk Management Course vol. 4: Analyzing Disclosure of Executive Compensation in accordance with the Corporate Governance Code" Business Research Institute, December 16, 2016
・"Organs of a Stock Company under the Companies Act: Shareholders' Meeting, Directors and Board of Directors, and Auditing Organ" Japan Audit & Supervisory Board Members Association, September 6, 15, 2016
・"Companies Act for CPAs" Tokyo Division, The Japanese Institute of Certified Public Accountants, September 2, 2016
・"Summarizing Corporate Governance Issues" 22nd STW Corporate M&A Legal Seminar hosted by STW & Partners, July 26, 2016
・"Summarizing New Issues of Executive Compensation" Corporate Management Forums, July 15, 2016
・"Current Status and Challenges of Judicial Practice regarding Stock Value" (Funded Seminar hosted by Graduate School of International Corporate Strategy, Hitotsubashi University "Nissay Asset Management Corporation, Theory of Asset Management"), January 15, 2016
・"Commentary on Current Corporate Legal Topics" 19th STW Corporate M&A Legal Seminar hosted by STW & Partners, November 25, 2015
・"Organs of a Stock Company under the Companies Act: Shareholders' Meeting, Directors and Board of Directors, and Auditing Organ" Japan Audit & Supervisory Board Members Association, September 2, 3, 2015
・"Commentary on Current Corporate Legal Topics" 17th STW Corporate M&A Legal Seminar hosted by STW & Partners, July 15, 2015
・"Analysis of Court Precedents on M&A Issues and its Application to Practice" Publication Seminar of "Practical Analysis of Court Precedents on M&A Issues" hosted by STW & Partners, May 19, 2015
・"Analysis of Court Precedents on M&A Issues and its Application to Practice" 16th STW Corporate M&A Legal Seminar hosted by STW & Partners, April 22, 2015
・"Training Seminar for Staff Assisting Corporate Auditors 'Notes to Consider when Preparing Business Report and Points to Focus on for the Audit by the Corporate Auditor'" Japan Audit & Supervisory Board Members Association, January 23, 27, February 12, 24, 2015
・"Current Status and Challenges of Judicial Practice regarding Stock Value" (Funded Seminar hosted by Graduate School of International Corporate Strategy, Hitotsubashi University "Nissay Asset Management Corporation, Theory of Asset Management"), December 19, 2014
・"Amended Companies Act and Shareholders' Meeting" 15th STW Corporate M&A Legal Seminar hosted by STW & Partners, December 10, 2014
・"Companies Act from the Viewpoint of Creditors" Mini Symposium of Claim Management Practice Study Group "Where Trend of Business Law Has an Influence on Legal Evaluation Practice" hosted by Shojihomu, December 12, 2013
・"Commentary on Current Corporate Legal Topics" 11th STW Corporate M&A Legal Seminar hosted by STW & Partners, October 18, 2013
・"Duties and Liabilities of Directors and Viewpoint of Corporate Auditor" Japan Audit & Supervisory Board Members Association, September 9, 12, 2013
・"Analyzing Recent Precedents regarding Officers' Liability" 10th STW Corporate M&A Legal Seminar hosted by STW & Partners, July 19, 2013
・"Commentary on Current Corporate Legal Topics" 9th STW Corporate M&A Legal Seminar hosted by STW & Partners, April 25, 2013
・"Commentary on Current Corporate Legal Topics" 8th STW Corporate M&A Legal Seminar hosted by STW & Partners, February 7, 2013
・"Commentary on Current Corporate Legal Topics" 7th STW Corporate M&A Legal Seminar hosted by STW & Partners, October 18, 2012
・"Auditing Organ of a Stock Company under the Companies Act" Japan Audit & Supervisory Board Members Association, September 26, 2012
・"The Influence of the Revision of Companies Act on Business Practice of Companies" GCA Club 83rd Seminar, September 20, 2012
・"Organs of a Stock Company under the Companies Act: Shareholders' Meeting, Directors and Board of Directors" Japan Audit & Supervisory Board Members Association, September 13, 2012
・"Understanding the Proposed Outline of Amendment of the Companies Act" 6th STW Corporate M&A Legal Seminar hosted by STW & Partners, September 12, 2012
・"Commentary on Current Corporate Legal Topics" and "Trend in M&A Litigation and Appropriate Response" 5th STW Corporate M&A Legal Seminar hosted by STW & Partners, July 19, 2012
・"Commentary on Current Corporate Legal Topics" 4th STW Corporate M&A Legal Seminar hosted by STW & Partners, April 26, 2012
・"Analyzing Issues regarding the System for Multiple Derivative Actions" STW Seminar, February 9, 2012
・"Introduction of Revision of Companies Act" 3rd STW Corporate M&A Legal Seminar hosted by STW & Partners, January 19, 2012
・"Commentary on Current Corporate Legal Topics" 2nd STW Corporate M&A Legal Seminar hosted by STW & Partners, October 20, 2011
・"How Directors Should Act in MBO Transactions" 1st STW Corporate M&A Legal Seminar hosted by STW & Partners, July 14, 2011
・"Group Business Strategy and Issues regarding Publicly Listed Parent/Subsidiary Pairs" Nikkei Business Daily Forum, July 13, 2010
・"Judgment Standard of Officers' Liability and Right Managerial Decisions Discussed in Recent Precedents" STW Seminar, February 3, 2010
・"Probing the Standard to Judge the Violation of Insider Trading Regulations in High Court Judgement of Murakami Fund Case and other Recent Precedents" Financial Management Forums, July 2009
・"Thorough Analysis of Facts of Determination at Insider Trading" Financial Management Forums, April 2009
・"Increase of Acquisition of Treasury Shares and Related Legal Practice" Finance Facsimile News, February 2008
・"Basics of the New Companies Act" Zeimu Kenkyukai, November 2006
・"Basics of the New Companies Act" Zeimu Kenkyukai, July 2006
・"Matters to Update regarding Shareholders' Meeting, Articles of Incorporations, and other Items" Seminar regarding the New Companies Act hosted by the Second Association of Regional Banks, March 2006

NOTE: All seminars were presented in Japanese. These English titles listed above are translated from the Japanese originals only for reference purposes.

Teaching at in-house employee training seminars on the Companies Act, officers' liability, operation of shareholders' meetings (for executives or operations personnel), insider trading, antimonopoly act, contract execution, collection and preservation of claims, etc.