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 has been recognized as one of the leading individuals in the field of corporate / M&A in Japan by several international rankings for the legal industry including Chambers & Partners, The Legal 500 and Best Lawyers, and received the 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.

Major Cases Handled

- Represented Seagate Technology Holdings plc in relation to its 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.
- Acted as Chairman of the outside investigation committee of OUTSOURCING Inc. in relation to accounting scandals.
- Acted as 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.

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

2020-2022
Member of the disciplinary enforcement committee of the Japan Federation of Bar Associations

2019-2021
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

2014-2020
Member of the Small and Medium Enterprise Legal Assistance Center, the Tokyo Bar Association

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

2010-2011
Representative of the Tokyo Bar Association

Publications Archives

2022.07.12
Doing Business In... 2022 Trends and Developments
2022.03.23
Recent Developments in Court Decisions on Poison Pills in Japan
2022.01.25
Company and Foreign Investment and M&A Law Guide 2022 Jurisdiction:Japan
2021.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2021.07.14
Doing Business In... 2021 Japan  Trends and Developments
2021.04.28
Ronten-Taikei Corporation Law, Volume 2 (1)
2021.04.02
Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations
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

2022.04.13
【Online Seminar】Series of M&A Legal Practice Seminars (9): The Latest Carve-Out M&A Practices - A Discussion of the Issues through Case Studies
2021.11.09
【Onilne Seminar】New Series of International Legal Practice Seminars (3): Joint Venture
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 the Best Lawyers in Japan 2023 in the following practice area:
 ・Corporate and M&A Law
 ・Corporate Governance and Compliance Practice
 ・International Business Transactions
 ・Private Equity, Private Funds and Venture Capital Law

Highly acclaimed in Chambers Global 2022 in the following practice area:
 ・Corporate/M&A: Domestic

Selected as "Leading Individuals" in The Legal 500 Asia Pacific 2022 in the following practice area:
 ・Corporate and M&A

Highly acclaimed in Chambers Asia Pacific 2022 in the following practice area:
 ・Corporate/M&A: Domestic

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

ページTOPへ