Partner

Hirohiko Ikeda

 

Professional Admissions

Japan(1987) ; New York (1991)

 

Practice Areas

Corporate Law; M&A; Domestic and International Dispute Resolution Related to Commercial Transactions; Cross-border Transactions

 

Education

Chuo University (LL.B., 1983); University of Virginia School of Law (LL.M., 1991)

 

Employment

Partner, Oh-Ebashi LPC & Partners, Osaka, Japan (1994-Present)

Weil, Gotshal & Manges, New York (September 1991 - September 1992)

Oh-Ebashi LPC & Partners, Osaka, Japan (April 1987 -)

 

Professional Positions

-Lecturer, Kyushu University, Faculty of Law, LL.M. course (1998 – 2005)

-Lecturer, Kobe University, Faculty of Law, LL.M. course (1999)

-Lecturer, Osaka University School of Law (Subject: Corporate Governance) (2004 – 2009)

-Visiting Professor, Osaka University School of Law (Subject: Corporate Governance) (2010 - present)

-Lecturer, Doshisha University School of Law (Subjects: Corporate Governance, M&A and Corporate Law) (2004 – 2010)

-Lecturer, Nagoya University School of Law (Subject: Ｉnternational Corporate Affairs) (2011-)

-Vice Chairman, International Committee, Osaka Bar Association (1999 – 2006)

-Executive committee member, Osaka Bar Association (2002, 2004)

-Committee member, International Corporate Law Research Project, Research and Training Institute of the Ministry of Justice(2004-2006）

-Committee member, Research Project on Shareholders' Derivative Suits in the Asia Region, Research and Training Institute of the Ministry of Justice（2006-2009）

-Committee member, Research Project on Audit System in the Asia-Pacific Region, Research and Training Institute of the Ministry of Justice（2009-present）

-Outside Corporate Auditor, Yamaha Corporation (2011-)

 

Publications

-Highlights of the Amendments to the Laws Concerning Demergers: Types, Effects and Framework, 155 M&A Review (Multilateral Investment Development Corporation, July 2000)

-Whether “Unfettered Decision-Making” Behind Closed Doors Benefits Companies: A Reaction to the Supreme Court’s Decision Regarding Kashidashi Ringisho, Liberty & Justice (Japan Bar Ass’n, June 2000)

-Q & A on the Amendment of the Commercial Code, Credit Management Quarterly (Kinzai Inst. for Fin. Affairs, July 5, 2000) (co-authored)

-A Practitioner’s Perspective of the Corporate Reorganization Legislation: From the Standpoint of Protecting Shareholders and Creditors, Liberty & Justice (Japan Bar Ass’n, Dec. 2000)

-An Easy-to-Understand Approach to the Companies Act (Shin Nihon Hoki, Feb. 2003) (co-authored)

-Written Resolutions in Annual Shareholders’ Meetings, 1664 Shoji Homu (Commercial Law Center)

-Flexible Corporate Reorganization Enabled by Multiple Choices, Business Homu (Chuokeizai-sha, Feb. 2004)

-M&A Practices that Increase the Effectiveness of an Exclusive Right to Negotiate, Business Homu (Chuokeizai-sha, Nov. 2004)

-Q&A: What Should Be Done? Incorporation via Company Split: Should Post-Formation Restrictions Apply?, Business Homu (Chuokeizai-sha, Jan. 2005)

-How the UFJ Case Will Affect M&A Practices, in UFJ v. Sumitomo Trust v. Tokyo Mitsubishi: Legal Risk in M&A (Masafumi Nakahigashi Ed., Nippon Hyoron-sha, Jan. 2005)

-The Increased Applicability of Corporate Reorganization, Business Homu (Chuokeizai-sha, June 2005)

-The Roles and Responsibilities of Outside Directors, in Up-To-Date Practical Issues In Bankruptcy And Corporate Law (Mitsumasa Tanabe Ed., Minjihokenkyukai, May 2005)

-Important and Timely Commentary on the Proposed Companies Act Drafted by the Ministry of Justice: Corporate Reorganization, Business Homu (Chuokeizai-sha, Feb. 2006)

-Matters of Note Regarding the Companies Act When Restructuring Corporate Groups, Business Homu (Chuokeizai-sha, Oct. 2006)

 

 

Seminars/Lectures

-Regarding the Zapata Corp v. William Maldonado Case, Shareholder Derivative Suit Study Group, Comparative Law Center (September 16, 1994)

-Recent M&A Deals, Kinzai Finance and Law Kansai Seminar (October 15, 1997)

-The Amended Code of Civil Procedure and Corporate Legal Practices, Licensing Executives Society Japan, LES Seminar (February 26, 1998)

-Amendment of Code of Civil Procedure and Product Liability Cases, Business Law Forum (October 29, 1999)

-Various Practical Issues in Stock Swaps and Equity Transfers, Kansai Productivity Center (December 21, 1999)

-Corporate Governance in Japan, General Research Center, Ministry of Justice; Legal Business Support Training (Asian Development Bank Training) (June 30, 2000)

-Demerger Provisions and M&A Trends from the Perspective of Creditor Protection Procedures, Kinzai Finance and Law Kansai Seminar (October 5, 2000)

-U.S. Corporate Law Practices: With a Focus on Delaware State Law, Kobe Stock Legal Research Group (October 16, 2000)

-Business Restructuring and Subsidiary Management, Business Law Forum/Interdisciplinary Book Publication (December 14-15, 2000)

-Corporate Reorganization Legislation and Shareholders/Creditors, JETRO Lecture upon Visit to Japan of Economy Law Bureau of State Economic and Trade Commission of China (March 30, 2001)

-M&A and Corporate Reorganization Strategies and Applicable Laws and Regulations, The Association of Japanese Corporate Legal Departments (December 14, 2001)

-Revisions to the Stock System and Corresponding Strategic Practices, Business Law Forum/Interdisciplinary Book Publication (December 21, 2001)

-Amendment of the Commercial Code and Practical Measures Concerning Corporate Governance, Business Law Forum/Interdisciplinary Book Publication (January 22, 2002)

-2001 Amendment of the Commercial Code and Shareholders’ Meeting Practices, Business Law Forum/Interdisciplinary Book Publication (April 18, 2002)

-Deliberation from a Practical Standpoint of the Proposed Bill to Partially Amend the Commercial Code, Business Law Forum/Interdisciplinary Book Publication (May 9, 2002)

-The Revisions to the Stock System, Training Seminar on the Amendment of the Commercial Code, Osaka Bar Association (November 29, 2002)

-Legal Risk Management – Lessons from Recent Cases, Legal Risk Management Seminar, Osaka Chamber of Commerce and Industry (December 6, 2002)

-Practical Measures for Shareholders’ Meetings in 2003, The Association of Japanese Corporate Legal Departments (Osaka Branch) (March 7, 2003)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Interdisciplinary Book Publication (March 14, 2003)

-Proper Course of Business Mergers and Corporate Reorganizations from a Legal Perspective, Monthly Seminar, Licensing Executives Society Japan (February 23, 2004)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Interdisciplinary Book Publication (March 8, 2004)

-Practical Measures for Shareholders Meetings’ in 2004, The Association of Japanese Corporate Legal Departments (Osaka Branch) (March 23, 2004)

-Last-Minute Measures for Shareholders’ Meetings, Osaka Kabushiki Kondankai (May 17, 2004)

-Recent M&A Trends and Practical Measures – Based on the UFJ-Sumitomo Trust Case, Business Law Forum/Interdisciplinary Book Publication (November 30, 2004)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Interdisciplinary Book Publication (March 28, 2005)

-Recent Trends Relating to Hostile Takeover Defenses, Oh-Ebashi LPC & Partners 25th Anniversary Seminar (July 12 & 20, 2005)

-Recent Trends of Takeover Defenses, Osaka Kabushiki Kondankai (September 9, 2005)

-Hostile Takeover Defenses, Kansai Chemical Industries Association (September 30, 2005)

-Effects of the Modernization of the Commercial Code on Takeover Defenses, Hostile M&A Seminar, Kansai Economic Federation (October 18, 2005)

-Recent Trends of Hostile Takeover Defenses and Matters of Note for Audits by Corporate Auditors, Japan Corporate Auditors Association (October 31, 2005)

-Recent Trends of Takeover Defenses, Licensing Executives Society Japan (November 16, 2005)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Interdisciplinary Book Publication (March 16, 2006)

-How the New Companies Act Will Change Corporate Management, Mizuho Forum-M Regularly Scheduled Presentation, Mizuho Research Institute Ltd. (May 9, 2006)

-Matters of Note for Shareholders’ Meetings in 2006: Practical Issues Regarding the Companies Act, Japan Corporate Auditors Association (May 15, 2006)

-Introduction of a Rights Plan as a Pre-Warning Type of Takeover Defense: Architecture and Legal Considerations for Its Introduction, Open Lecture: “Deciphering the New Companies Act – New Developments in Corporate Legal Affairs,” Osaka Gakuin University Law School (May 31, 2006)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Kansai Productivity Center (March 14, 2007)

-Practical Matters of Note for This Year’s Shareholders’ Meeting, Osaka Kabushiki Kondankai (April 27, 2007)

-Takeover Defenses Case Study – Analysis of the Court Order of the Bull-Dog Sauce Case, The Association of Japanese Corporate Legal Departments (Osaka Branch) (October 23, 2007)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Kansai Productivity Center (March 11, 2008)

-The Pros and Cons of Introducing Hostile Takeover Defenses, Corporate Defenses Symposium, Osaka Bar Association/Japanese Institute of Public Accountants (Kinki Branch) (March 12, 2008)

-Handling of the Exercise of Stockholder Proposal Rights, Osaka Kabushiki Kondankai (April 16, 2008)

-Practical Issues Concerning Future Takeover Defenses: Based on the Corporate Value Study Group Report, The Association of Japanese Corporate Legal Departments (Osaka Branch) (November 26, 2008)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Kansai Productivity Center (March 19, 2009)

-Matters of Note for This Year’s Shareholders’ Meeting, Japan Corporate Auditors Association (March 25, 2009)

-Stock Appraisal Rights: Disputes over the Calculation of an Equitable Price When Faced with an Appraisal Demand from Opposing Shareholders, Osaka Kabushiki Kondankai (October 21, 2009)

-Matters of Note for This Year’s Shareholders’ Meeting, Japan Corporate Auditors Association (March 23, 2010)

-On the Legislative Review of the Companies Act, Legal Seminar jointly held by Westlaw Japan and Oh-Ebashi LPC & Partners (February 9, 2011)

-Matters of Note in Preparation for This Year’s Shareholders’ Meeting, Business Law Forum/Kansai Productivity Center (March 7, 2011)

-Practical Matters of Note for This Year’s Shareholders’ Meeting, Osaka Kabushiki Kondankai (March 16, 2011)

 

Memberships

Osaka Bar Association; Japan Federation of Bar Associations; New York State Bar Association

 

Languages

Japanese & English