金川創

Hajime Kanagawa is the founder of the Kanagawa International Law Office. He represents Japanese and multinational clients in a broad range of corporate and financial matters, including mergers and acquisitions, acquisition finance transactions, project finance transactions and corporate finance transactions. In the area of mergers and acquisitions, he has represented a number of private and publicly held companies as well as private equity investors in connection with various forms of mergers and acquisitions transactions such as mergers, demergers, statutory share exchanges, business transfers, TOBs, joint ventures, PIPEs and strategic capital alliances and, where acquisition finance or issuance of new capital is required, he provides advice not only on acquisition matters but also on financing matters as one-stop advisor. He has also represented both acquirers and targets in insolvency situations such as private workouts and corporate restructurings, and has also been involved in hostile takeover situations, both of which generally require difficult negotiations.

Furthermore, he has recently focused on Japanese corporations’ outbound deals as well as development, acquisition and financing of multiple solar power projects under the feed-in-tariff regime in Japan.

Representative Representations

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Inbound Mergers and Acquisitions

  • Sonnedix, the independent power producer majority owned by institutional investors advised by J.P. Morgan Asset Management, in connection with their investments in multiple solar power projects under the feed-in-tariff regime in Japan.
  • Wendy’s Japan and its parent company, Higa Industry, in connection with their acquisition of First Kitchen from Suntory Holdings and the equity investment by Longreach Group in Wendy’s Japan.
  • Haitong International (BVI) Limited, a wholly-owned subsidiary of Haitong International Securities Group Limited, in its recommended cash acquisition of Japaninvest Group PLC, a company listed in TSE Mothers, effected by means of a UK Scheme of Arrangement. This marks the first UK Code takeover of a company listed on the Tokyo Stock Exchange by a Hong Kong listed entity, and involved the working with regulators in three jurisdictions and resolving complex issues that had never been considered before.
  • Samsung Electronics, in its JPY10.4 billion (approximately US$110 million) investment or 3% equity interest - in Sharp Corporation.
  • CLSA Capital Partners, the alternative asset management arm of a leading independent brokerage and investment group in Asia, on its US$310 million sale of Everlife Co., Ltd., a Japanese direct marketing company of health supplement products, to LG Household & Healthcare in Korea.
  • Starwood Capital Group Global L.L.C. in (i) its successful application to obtain an injunction against the issuance of new investment units by FC Residential Investment Corporation, a listed J-REIT, (ii) its successful replacement of incumbent management through its shareholder proposal to convene an extraordinary shareholders meeting and (iii) its final exit from FC Residential.
  • TPG Capital L.P. in its US$59 million purchase of convertible bonds issued by TOMY Company, Ltd. (Japan), in exchange for the buy back of 10 percent shares from TPG Capital by TOMY Company.
  • TPG Capital L.P. in its approximately US$281 million strategic investment in NIS Group (Japan) and joint venture with NIS Group Co., Ltd. (Japan), a provider of financial services, and its exit from its investment in NIS Group.
  • TPG Capital L.P. in its approximately US$170 million acquisition of a 14 percent stake in and US$70 million purchase of convertible bonds issued by TOMY Company, Ltd. (Japan), a toy manufacturer.
  • Citigroup Inc. in the organization of its operations in Japan, including the establishment of a local holding company and a bank.
  • KDDI Corporation in its establishment of the global outsourcing services joint venture with BT Group.

Outbound Mergers and Acquisitions

  • Misumi Group Inc., in an approximately US$200 million acquisition of all shares in Dayton Progress Corporation and the components business of the Anchor Danly Company from Connell Limited Partnership.
  • ABC-Mart., Inc., in its approximately US$138 million acquisition of NASDAQ-listed LaCrosse Footwear., Inc.
  • Miraca Holdings Inc. in an approximately US$725 million acquisition of anatomic pathology business, Caris Life Sciences, Inc.
  • DBS Group Holdings Ltd. in its US$104 million sale of DBS Asset Management Ltd. to Nikko Asset Management Co., Ltd.
  • A TSE Listed Company in its attempted acquisition of certain business in US and Europe from a NYSE listed company.
  • A TSE Listed Company in its attempted acquisition of power generation plant in Chile.

Domestic Mergers and Acquisitions

  • Oji Paper Co. Ltd. in its attempt to acquire a controlling stake in Hokuetsu Paper Mills, Ltd. through a tender offer of up to US$1.5 billion.
  • Rakuten Inc. in its proposed business alliance with Tokyo Broadcasting Systems, Inc. including its proxy fight and preliminary injunction requesting for the disclosure of accounting book.
  • Kirin Holdings Company, Limited, in its approximately US$130 million acquisition, via an equity swap, of the remaining approximately 49 percent stake in Mercian Corporation that it did not already own.
  • CSK Holdings Corporation (Japan), a provider of information technology, security brokerage, and financial investment services, in its corporate restructuring, which included the issuance of more than JPY15 billion of preferred shares to Ant Corporate Advisory Inc., a private equity fund affiliated with Sumitomo Corporation (Japan), a JPY30 billion debt-equity swap with four Japanese banks, and a JPY50 billion refinancing. All the companies are based in Japan.
  • ITX Corporation in its JPY15.7 billion acquisition of packaged software business from Tsubasa System Co., Ltd.

Capital Market

  • Shenyin Wanguo Capital (H.K.) Limited as the underwriter in the US$45 million global offering and IPO of NIRAKU GC HOLDINGS, INC., a Japanese company, on the Main Board of the Hong Kong Stock Exchange. This marks the second Japanese company to have obtain a primary listing in Hong Kong.

Power

  • Sonnedix Japan in connection with the development, acquisition and financing of multiple solar power projects under the feed-in-tariff regime in Japan.
  • A TSE Listed Company in its attempted acquisition of power generation plant in Chile.

著者、著述等

Panelist, “Corporate Merger: Tokyo Electron/Applied Materials Merger a Game Changer ” (Jefferies Japan Expert Summit),
November 2013.
Co-Author, “Possibility of Asset Backed Lending in China” (kinyu houmu jijou),
January 2013.
Author, “Acquisition Finance Practice in connection with acquisition of US companies” (kinyu houmu jijou),
November 2011.
Author, “Practice and issues on Hong Kong listing by Japanese Companies” (kinyu houmu jijou),
August 2011.
Author, “Acquisition Finance under the new clearing system in Japan” (kinyu houmu jijou),
March 2009.
Co-Author, “Syndicated loan practice (revised version)” (kinyu zaisei jijou kenkyuu kai),
2007
Co-Author, “Corporate Restructuring Practice” (kinyu zaisei jijou kenkyuu kai), 2003.
Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of "Negotiation Points for US M&A Transactions" November 2012
Speaker at M&A Academy at Paul Hastings on the topic of "Acquisition of US Companies by Japanese companies (2) June 2012
Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of “Negotiation Points under US Acquisition Agreement” May 2012
Speaker at M&A Academy at Paul Hastings on the topic of "Acquisition of US Companies by Japanese companies" (1) April 2012
Speaker at seminar organized by FN Communications regarding “Acquisition finance practice in connection with acquisition of US Companies” March 2012
Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of “Acquisition finance practice in connection with Japanese companies' M&A in US” November 2011
Speaker at seminar organized by FN Communications regarding “Law and practice about Japanese companies' listing in Hong Kong” October 2011
Speaker at seminar organized by Stock Research regarding “Various issues and latest practice about mezzanine finance” October 2011
Speaker at seminar organized by Stock Research on the topic of “Practice about Japanese companies' listing in Hong Kong July 2011
Speaker at seminar organized by Morgan Stanley MUFG Securities regarding “Electric power industry” July 2011
Speaker at seminar organized by FN Communications on the topic of “Syndicated loan practice” July 2006

セミナー

Member of the Daini Tokyo Bar Association

職歴

Marubeni Corporation April 1995 to March 1998
Mori Sogo (currently, Mori Hamada & Matsumoto). Associate April 2000 - June 2003
Blake Dawson Waldron (currently, Ashurst) August 2004 - August 2005
Mori Hamada & Matsumoto. Associate August 2005 - June 2006
Skadden, Arps, Slate, Meagher & Flom, Associate July 2006 - March 2012
Paul Hastings, Partner March 2012 - August 2014
Kanagawa International Law Office. Founding Partner Since August 2014

経歴

University of Southern California, LL.M. 2004
University of Tokyo, Faculty of Law , LL.B. 1995
Legal Research and Training Institute of the Supreme Court of Japan 2000

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