Firm Profile

Paul, Weiss is a leader among U.S. law firms in the representation of Japanese corporations and other Japanese institutions in transactions in the United States and elsewhere around the globe. The firm also has extensive experience representing U.S. and other non-Japanese clients in matters involving Japan.
Paul, Weiss opened its Tokyo office in 1987, when Japanese law changed to first permit the establishment of offices by foreign law firms. Over the years, the Tokyo office has been integral to the firm's involvement in high-profile M&A transactions through our representation of clients such as Mitsubishi Tokyo Financial Group, Citigroup, Sumitomo Corporation, Oaktree Capital, NEC, NTT, Mitsubishi Corporation, News Corporation and Polo Ralph Lauren. Paul, Weiss has also been involved in some of the largest global securities offerings by such issuers as Mitsubishi Tokyo Financial Group, Sumitomo Corporation, NEC Corporation, NEC Electronics and UFJ Bank. 
Lawyers in the Tokyo office have extensive experience in handling mergers and acquisitions, securities offerings, venture capital transactions, infrastructure projects and other financing transactions, telecommunications, restructurings, licensing and other intellectual property-related matters, and the establishment and ongoing activities of private and public investment funds. Working with other lawyers in the firm, the Tokyo office also frequently assists clients in many other areas where Paul, Weiss has particular expertise, including litigation and dispute resolution, tax, real estate, antitrust, trade regulation and bankruptcy.
Recent representative transactions include the following:
Capital Markets and Securities
  • Representation of Mitsubishi UFJ Financial Group, Inc., in connection with a Regulation S offering of €500 million Step-up Non-Cumulative Perpetual Preferred Securities and £550 million Step-up Non-Cumulative Perpetual Preferred securities, lead managed by Mitsubishi UFJ Securities International and Merrill Lynch International.
  • Representation of Japan Airlines Corporation in the execution of a ¥158 billion (US$1.35 billion) global offering of common stock, increasing the total number of its issued shares by 35 percent. The offering included a rule 144A offering in the United States and a Regulation S offering in Europe and Asia.
  • Representation of Sumitomo Corporation in connection with a global offering, including a Rule 144A offering in the United States and a Regulation S offering in Europe and Asia, of approximately $950 million of common stock, lead managed by Daiwa Securities SMBC Co. Ltd.
  • Representation of NEC Corporation in connection with a $1.8 billion global offering of common stock, lead managed by Morgan Stanley and Daiwa Securities SMBC.
  • Representation of NEC Electronics Corporation in connection with an international offering of common shares, including a Rule 144A offering in the U.S. that accompanied an initial public offering in Japan. This offering, which raised approximately $1.2 billion, was one of the largest IPOs of the year.
  • Representation of UFJ Bank Limited in a $1.25 billion offering of 6.75% subordinated bonds due 2013 to U.S. investors. The bonds were issued by UFJ Bank’s Aruba finance subsidiary and guaranteed by the New York Branch of UFJ Bank.
  • Representation of Mitsubishi Tokyo Financial Group, Inc., in connection with a public offering, simultaneously in Japan, Europe and the United States, of $2.5 billion of common stock underwritten by Morgan Stanley and Nomura Securities. This offering was one of the largest common stock offerings in Japanese history. 
Mergers and Acquisitions
  • Representation of Citigroup in the largest acquisition of a Japanese company by a non-Japanese firm in history: a $10 billion all-cash tender offer to acquire 100 percent of the Nikko Cordial Corporation. The successful offer was followed by a share-for-share exchange in which all remaining Nikko shares not owned by Citigroup were exchanged for Citigroup shares with an aggregate value of approximately $4.6 billion.
  • Representation of Polo Ralph Lauren Corporation in acquiring controlling interests in two of its Japanese licensee companies for more than $360 million: sub-licensee Impact 21 Co., Ltd, and Polo's Japanese master licensee, Polo Ralph Lauren Japan Co., Ltd.
  • Representation of Nomura Holdings, Inc. in the acquisition of a 15 percent stake in Fortress Investment Group LLC for approximately US$888 million. The investment made as Fortress, prepared to become one of the first publicly listed alternative asset managers in the United States in an initial public offering that was completed shortly after the Nomura investment.
  • Representation as U.S securities law counsel to Mitsubishi Tokyo Financial Group, Inc., in connection with its proposed merger with UFJ Holdings, Inc., in a transaction valued at approximately $42.7 billion. The merger of the second and fourth largest Japanese financial institutions will create the largest bank in the world as measured by assets. 
  • Representation of Sumitomo Corporation in the creation of a media holding company with Liberty Media International Inc. to hold their combined majority interest in Jupiter Telecommunications Co., a leading provider of cable television, high-speed Internet and telephony services in Japan. Jupiter completed an initial public offering of shares in March 2005.
  • Representation of Oaktree Capital Management in connection with its acquisition of a 35% interest in FDK Corporation, an electronic components manufacturer listed on the first section of the Tokyo Stock Exchange, for approximately $80 million. This transaction is regarded as the first “PIPES” (private investment in public equity) transaction in Japan made by a private equity investor.
  • Representation of Polo Ralph Lauren in connection with (i) an agreement to acquire certain assets from Seibu Department Stores; (ii) a three-way joint venture with Onward Kashiyama, Japan's leading clothing wholesaler, and Seibu, to hold the master Polo license for Japan and sublicense other companies; and (iii) an agreement to acquire an 18% interest in a public company affiliate of Onward Kashiyama called Impact 21 (to be formed by a merger of three companies) which will hold the Polo sublicense for menswear, womenswear and jeans in Japan.
  • Representation of Citigroup Inc. in connection with the purchase of the consumer finance assets of Marufuku Ltd., a Japanese company, valued at $476 million.
  • Representation of Link International Co., Ltd., in connection with the acquisition, together with Link's partner Fast Retailing Co., Ltd., of the Theory group of companies.
  • Representation of Citigroup Inc. in connection with the acquisition of the assets of the consumer finance business of Taihei Co., Ltd., a Ja panese company. While the purchase price was not disclosed, the parties did disclose that the book value of the assets being acquired exceeded $700 million.
  • Representation of Wasserstein Perella & Co., Inc. in connection with the repurchase of 20% of its shares from The Nomura Securities Ltd., as a precursor to its sale in a stock-for-stock transaction to Dresdner Bank A.G. for $1.369 billion. Paul, Weiss also represented Wasserstein in the spin-off of its merchant banking and principal investment business, which was not sold to Dresdner.

Notable Practitioners


Tong Yu


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