Partner Norihiro Sekiguchi

Tokyo Bar Association; Japan Federation of Bar Associations (1997)
American Bar Association (2004)

Location : Tokyo Office

Professional Summary

Norihiro Sekiguchi is a partner at Oh-Ebashi LPC & Partners, with a broad experience in the area of M&A. He has handled domestic and cross-border M&As representing non-Japanese acquirers in various jurisdictions. The types of transactions in which he has been involved cover tender offers, mergers, stock swaps, asset or business acquisitions, management buyouts and various types of private equity investments. He has extensive experiences in corporate governance and disputes including corporate lawsuits, exercising shareholders rights, and disputes regarding corporate control. He is also familiar with securities regulations and corporate compliance. He has experiences in forensic investigation of listed companies as a chairman or leading investigator of independent committees. He has advised on litigations and dispute resolution matters regarding corporate or labor law issues, M&As, and commercial transactions for both domestic and international cases.

Mr. Sekiguchi was formerly a partner at the Tokyo office of Baker & McKenzie from 2006 to 2014. He worked at Baker & McKenzie’s Chicago office from 2003 to 2004. He received the “Technology, Media, and Telecommunications Deal of the Year” award at the 2010 ALB Japan Law Awards. He has authored various publications, including the best-selling TOB Handbook and has given lectures on a variety of topics related to corporate and securities law. He has also been teaching M&A law and practice since 2008 as a lecturer at the Chuo University Business School.

Major Cases Handled

- Represented Seagate Technology plc (U.S. corporation) in relation to the acquisition of Toshiba Memory Corporation.
- Advised CTBC Financial Holding Company Ltd. in relation to its acquisition of Tokyo Star Bank (this matter was the first-ever acquisition of a Japanese local commercial bank by a non-Japanese commercial bank).
- Advised SPARX Capital Partners in relation to the exercise of its shareholder's rights against PENTAX Corporation with respect to PENTAX's decision regarding a potential merger with HOYA.
- Member of the Third-party committee of Japan Display Inc in relation to accounting scandals.
- Acted as Secretary General of the Executive Liability Investigation Committee of TOSHIBA, to lead and organize all investigations, in relation to accounting scandals.
- Forensic investigation of circular transactions by Geo Corp. and its subsidiaries.

Education & Professional Experience

2014-present
Oh-Ebashi LPC & Partners, Partner

2006-2014
Baker & McKenzie (Tokyo), Partner

2004-2005
Baker & McKenzie (Tokyo), Senior Associate

2003-2004
Baker & McKenzie LLP (Chicago), Associate

2003
University of Virginia School of Law (LL.M.)

1999-2003
Baker & McKenzie (Tokyo), Associate

1997-1999
Inami, Ohta & Shibasaki, Associate

1994
Waseda University (LL.B.)

Activities

2020-present
Member of the disciplinary enforcement committee of the Japan Federation of Bar Associations

2019-present
Examiner for the Bar Examinations (Corporate Law)

2016-2020
Acted as member of the Japan Federation of Bar Associations supporting small and medium enterprises to expand their businesses overseas

2011-present
Member of the International Committee, the Tokyo Bar Association

2010-2011
Representative of the Tokyo Bar Association

2009-2010
Lecturer at the Chuo University Business School

1997-present
Member of the Corporation Law Committee, the Tokyo Bar Association

Publications Archives

2021.04.28
Ronten-Taikei Corporation Law, Volume 2 (1)
2020.12.24
M&A Law Guide 2021 Jurisdiction:Japan
2020.12.18
Recent Law Revisions that Audit & Supervisory Board Members’ Should Keep in Mind
2019.11.26
M&A Law Guide 2020 Jurisdiction:Japan
2019.09.27
Points to Note in the Governance of Overseas Subsidiaries in View of Group Guidelines and Actual Examples of Corporate Scandals
2018.12.21
Recent Developments and Prospects on Japanese Stock-for-Stock M&A Regulations
2017.02
The Features of Annual General Meetings of Shareholders Held in 2016 and the Analysis thereon,
2016.12
Derivative Actions, and Directors and Officers (D&O) Liability Insurance
2016.04
A Compact Commentary on the Companies Act 3: Company Auditors, Audit Committee Members and Audit and Supervisory Committee Members
2015.09
[Special Report] Risks Involved in Overseas Business Expansions of Small and Medium-Sized Enterprises, and Countermeasures Therefor _ Focusing on Legal Risks in China, Thailand, Vietnam and Indonesia -
2015.06
Ronten-Taikei Corporation Law (Supplement)
2014.02
Amendments to the Companies Act – Dissenting Rights and Rights to Injunctions against Corporate Reorganizations
2014.01
Investment in Asia and Compliance Strategy – 3 Stage Analysis
2013.08
How to Deal with Strengthened Insider Trading Regulations – in the case of Tender Offers and M&As
2012.10
TOB Handbook revised edition
2012.10
World Legal & Business Guide No. 19 Myanmar
2012.05
World Legal & Business Guide No. 14 Russia
2012.02
Ronten-Taikei Corporation Law, Volume 1
2011.12
World Legal & Business Guide No. 9 Singapore
2011.08
World Legal & Business Guide No. 5 Taiwan
2011.05
World Legal & Business Guide No. 2 Thailand
2011.04.26
Chapter 2-2 Disclosures concerning Tender Offers
2010.06.01
M&A Handbook on Conducting Business Practically
2008.07.20
PLC Cross-Border Private Equity Handbook

Seminars/Lectures Archives

2021.01.22 ~2021.03.22
【Online Seminar: Video Streaming】M&A Utilizing "Delivery of Shares (kabushiki kofu)" under the Amended Companies Act - Potential Uses and Issues Thereof
2020.10.06 ~2020.10.13
【Online Seminar】In-House Community eCongress Japan
2020.08.05
【Online Seminar】Points to Know About the Practice of Third Party Committees
2019.04.16
Venture Investments and Acquisitions by Business Companies - A Commentary based on Case Studies
2018.11.28
Acquisition of and Investment in Venture Companies by Businesses
2018.09.11
【Tokyo】Seminar on Smooth Business Succession for Global Companies
2018.07.10
Present and Future of M&As Using One's Own Shares as the Consideration -- Prospects on the Share Delivery (kabushiki kofu) System Taking into Consideration the Tax Implications
2018.03.13
【Osaka】Answers to Questions You are Hesitant to Ask about the Relationship between Legal Due Diligence and SPA - A Discussion in light of the Amendments to the Civil Act
2018.01.26
【Tokyo】Answers to Questions You are Hesitant to Ask about the Relationship between Legal Due Diligence and SPA - A Discussion in light of the Amendments to the Civil Act
2017.11.22
Overseas Subsidiaries and Internal Control
2017.04
Latest Practices in Assessing Board of Directors (Nagoya)
2017.03
Latest Practices in Assessing Board of Directors (Osaka)
2017.01
Latest Practices in Assessing Board of Directors (Tokyo)
2016.07
How to use M&A Insurance in Cross-Border Deals - considering the perspective of insurance firms -
2016.07
Corporate Risks arising from Misleading Representations and Corporate Governance - Best Practices for Complying With the Amended Premiums and Representations Act -
2016.04.01
Best Practices for Complying With the Corporate Governance Code - preparing for AGMs 2016 -
2015.11
Practical Points on Preparing and Negotiating Stock Purchase Agreements/Joint Venture Agreements for Cross-Border M& As
2015.11
The Leading Edge of the Corporate Governance Movement
2015.08
Seminar on the Corporate Governance Code "Best Practices for Complying With the Corporate Governance Code"
2015.02
Points to Note for M&As in Brazil
2011.10
JAPANESE M&A ROUNDTABLE - Targeting South East Asia

Awards

Highly acclaimed in Chambers Global 2021 in the following practice area:
 ・Corporate/M&A: Domestic

Highly acclaimed in Chambers Asia Pacific 2021 in the following practice area:
 ・Corporate/M&A: Domestic

Highly acclaimed in the Best Lawyers in Japan 2022 in the following practice area:
 ・Corporate and M&A Law
 ・Private Equity, Private Funds and Venture Capital Law

Highly acclaimed in the Best Lawyers in Japan 2021 in the following practice area:
 ・Private Equity, Private Funds and Venture Capital Law

Won the "Technology, Media and Telecommunications Deal of the Year" awards from ALB Japan Law Awards 2010

Languages

Japanese and English

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