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Our Approach

Davis Polk has been advising on matters in Japan since the early 20th century and we opened our Tokyo office more than two decades ago. Today, we are among the leading U.S. legal advisers to Japanese companies on complex transactions and other legal matters, both within Japan and around the world.

We are the firm of choice for many of the largest Japanese companies and financial institutions in their most complex and often precedent-setting securities offerings, strategic investments, mergers, acquisitions and joint venture transactions. Clients in Japan also regularly turn to Davis Polk for advice on a wide range of acquisition and leveraged finance transactions, project financings and litigation matters.
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Recognition

 
  • 1st among U.S. firms in announced Japanese M&A – Q1 2013 mergermarket


  • IFLR1000 2013 – Japan:


    • Tier 1 in Capital Markets: Debt and Equity: Foreign Law

    • Tier 1 in M&A: Foreign Law



  • Band 1, Capital Markets: International: US Law (Japan) – Chambers Asia-Pacific 2012 and Chambers Global 2013


  • “International Deal Firm of the Year” – Asian Legal Business 2012 – Japan

  • Davis Polk’s Japan practice “...continues to win key mandates” and is “...particularly adept at handling innovative and ground-breaking deals and structures”. – Chambers Asia-Pacific 2012

Recent Capital Markets Offerings

  • Nippon Life Insurance Company. We advised Nippon Life Insurance Company on a Rule 144A/Regulation S offering of $2 billion aggregate amount of 5% step-up callable subordinated notes due 2042. Nippon Life is the largest private life insurance company in Japan in terms of both assets and revenues and the world’s fourth-largest life insurance group by revenues.


  • Sumitomo Mitsui Financial Group (SMFG). We advised SMFG, one of the largest financial institutions in the world in terms of assets, on the SEC registration and New York Stock Exchange listing of its American Depositary Receipts, representing its common shares. SMFG’s common shares have a market capitalization of $41 billion, the largest of any NYSE listing since 2002 and the largest ever of a Japanese issuer listing on the NYSE.


  • We also advised SMFG on two Rule 144A/Regulation S global offerings of common stock totaling more than $20 billion; a $3.8 billion cash tender offer for two series of perpetual subordinated bonds and two series of perpetual preferred securities issued by finance subsidiaries of SMFG; and several Rule 144A/Regulation S offerings of Tier 1 perpetual preferred securities by a number of its subsidiaries totaling approximately $3.6 billion.


  • Sumitomo Mitsui Banking Corporation (SMBC). We advised SMBC on eight bonds offerings since 2010 totaling approximately $14.5 billion.


  • ORIX Corporation. We advised ORIX Corporation, a Japanese provider of a broad range of commercial and consumer finance products and services, on four SEC-registered shelf takedown offerings of notes since 2010 totaling approximately $2 billion.


  • We also advised ORIX on its $891 million global offering of common stock. The offering was split into an SEC-registered international offering and a domestic offering in Japan. This deal represented the only SEC-registered capital markets transaction completed out of Japan during 2009.


  • eAccess. We advised the initial purchasers on a $400 million and €200 million Rule 144A/Regulation S high-yield senior notes offering by eAccess, a leading provider of mobile broadband services in Japan. This is the first Japanese global high-yield debt offering completed under Rule 144A.

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Recent M&A and Private Equity Matters

  • Daikin Industries/Goodman Global. We advised Daikin Industries, Ltd. on its $3.7 billion acquisition of Houston, Texas-based Goodman Global, Inc. from affiliates of Hellman & Friedman LLC. Daikin Industries is an Osaka, Japan-headquartered manufacturer that is a global leader in HVAC products. Goodman Global is a North American manufacturer of HVAC products. Hellman & Friedman is a private equity investment firm based in San Francisco, California.


  • NEC/Convergys’ Information Management business. We advised NEC Corporation on its $449 million acquisition of Convergys Corporation’s Information Management business. Following the acquisition, NEC integrated the Information Management business into NetCracker Technology Corporation, a subsidiary of NEC and the leading provider of telecom operations and management systems to communications service providers worldwide.


  • Tokyo Stock Exchange/Osaka Securities Exchange. We advised Tokyo Stock Exchange Group in connection with its business combination transaction with Osaka Securities Exchange.


  • Chuo Mitsui Trust/Sumitomo Trust and Banking. We advised Chuo Mitsui Trust Holdings on its management integration with Sumitomo Trust and Banking. The transaction created Japan’s fifth-largest banking group by assets and an entity with an initial market capitalization of $14.7 billion.


  • Nippon Mining/Nippon Oil. We advised Nippon Mining Holdings, a Japanese oil and gas refiner and marketer, in connection with its merger of equals with Nippon Oil, a Japanese oil and gas refiner and marketer. The transaction created JX Holdings, one of the world’s largest private sector oil companies and Japan’s third-largest company based on revenues. On its first day of trading, JX Holdings had a market capitalization of $12.4 billion. This deal was named IFLR’s 2011 “Asia M&A Deal of the Year.”


  • Morgan Stanley/MUFG. We advised Morgan Stanley in connection with a $7.8 billion investment by Mitsubishi UFJ Financial Group (MUFG), a Tokyo-based international financial services provider, in Morgan Stanley. We also advised Morgan Stanley on its joint venture with MUFG that integrated their securities operations in Japan. This deal was named “M&A Deal of the Year” at the 2011 Asian Legal Business Japan Awards.
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Recent Litigation Matters and Investigations

  • We have been retained as co-lead counsel to a major Japanese gaming-related company and in high-profile litigation against a major casino and gaming company and its board of directors.


  • We are representing multiple Japanese executives in two criminal antitrust investigations relating to the automotive parts industry.


  • We obtained a public settlement with the U.S. Department of Justice for a major Japanese freight forwarder in its ongoing antitrust-related civil litigation and DOJ investigations.


  • We represented a Japanese technological and industrial firm in a securities class action in the United States. The litigation arose from the initial public offering of our client’s former majority-owned subsidiary.


  • We represented a Japanese executive of an Asian airline in a criminal grand jury investigation of alleged price-fixing, including the Antitrust Division of the U.S. Department of Justice.
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