Masahisa Ikeda

Masahisa Ikeda

Partner

Email

masahisa.ikeda@aoshearman.com

Phone

+03-4567-3300

+1 212 848 5378

Offices

Tokyo

New York

V-CARD
Masahisa is Co-Managing Partner of Japan & Korea, Head of Tokyo, and Global Co-Head of Sector Strategy.

He has extensive experience representing global companies and government agencies, including the Ministry of Foreign Affairs of Japan, on a wide variety of matters, including cross-border acquisitions, financings and disputes.

He also represents numerous corporations on various government investigations, and regulatory and compliance matters, including investigations relating to securities law, antitrust law and FCPA, before the U.S. Department of Justice, the U.S. Securities and Exchange Commission and the European Commission.

Masahisa speaks frequently on international business issues and legal issues. Masahisa is on the board of numerous non-profit organizations in the U.S. and Japan including serving as the Asia Pacific Director of the Trilateral Commission, a Board Member of the Tokyo Foundation for Policy Research and an Auditor of the International House of Japan. Masahisa has been named a leading practitioner for capital markets, M&A and asset management by Chambers Global, Chambers Asia-Pacific, The Legal 500 Asia Pacific, IFLR 1000 and the Nihon Keizai Shimbun.

Expertise

Experience

Representative matters

  • Ajinomoto Co. Inc. in its acquisition of Forge Biologics Holdings LLC, through a reverse triangular merger transaction valued at approximately $554 million.
  • NTT DOCOMO, INC. in its tender offer at approximately $316 million to acquire common shares of INTAGE HOLDINGS, Inc.
  • Coca-Cola Bottlers Japan Inc., a consolidated subsidiary of Coca-Cola Bottlers Japan Holdings, in its entry into a joint venture with Accenture to consolidate the administrative, back-office and support services of Coca-Cola Bottlers Japan Group.
  • LINE Corporation in connection with its business integration with Z Holdings Corporation, which involved among other steps a joint tender offer by SoftBank Co., Ltd. and NAVER Corporation to acquire all of LINE’s outstanding common stock (including American Depositary Shares), stock options and convertible bonds.
  • Toyota Motor Corporation in a $1.5 billion SEC-registered offering of sustainability bonds.
  • Toyota Motor Corporation in a $2.75 billion SEC-registered offering of sustainability bonds.
  • Toyota Motor Corporation in a $1.5 billion SEC-registered offering of senior notes.
  • Mizuho Bank, Ltd. as a selling shareholder in a U.S. $2.6 billion Rule 144A/Regulation S international offering of common stock of Recruit Holdings Co., Ltd.
  • Sawai Pharmaceutical Co., Ltd. regarding a registration with the U.S. Securities and Exchange Commission on Form F-4 in connection with the sole share transfer to establish Sawai Group Holdings Co., Ltd. as a holding company.
  • Toyota Motor Corporation regarding a registration with the U.S. Securities and Exchange Commission on Form F-4 in connection with the triangular share exchange to make Misawa Homes Co., Ltd. a wholly owned subsidiary.
  • Japan Exchange Group, Inc. in a U.S. $48.4 million tender offer for shares of common stock and non-voting stock of Tokyo Commodity Exchange, Inc.
  • Danone Probiotics Pte. Ltd. in its capacity as the selling shareholder in a US$1.3 billion Rule 144A/Reg S global offering of common stock of YAKULT Honsha Co., Ltd.
  • Alps Electric Co., Ltd., a Japanese manufacturer of electronic components, and Alpine Electronics, Inc., a Japanese manufacturer of car audio systems, in connection with their $794.7 million business integration involving a registration on Form F-4 with the SEC.
  • Toyota Motor Corporation involving a registration with the U.S. Securities and Exchange Commission on Form F-4 in connection with its share exchange with Daihatsu Motor Co., Ltd. to make Daihatsu a wholly owned subsidiary.
  • JX Holdings, Inc., a Japanese petroleum and metals company, in connection with its U.S. $16.0 billion business integration with TonenGeneral Sekiyu K.K. involving a registration on Form F-4 with the SEC.
  • Minebea Co., Ltd., a Japanese producer of machinery components and electronics devices, and Mitsumi Electric Co., Ltd., a Japanese manufacturer of electronic components for data communication devices, automobiles and consumer electronics, in connection with their U.S. $4.1 billion business integration involving a registration on Form F-4 with the SEC.
  • Mitsubishi Corporation in a U.S. $1.4 billion tender offer for shares of common stock of Lawson, Inc.
  • Maeda Corporation involving the filing of a Form CB in connection with its $3.3 billion joint share transfer with Maeda Road Construction and Maeda Seisakusho to establish a joint holding company.
  • Matsumotokiyoshi Holdings Co. Ltd. involving the filing of a Form CB in connection with its $2.1 billion share exchange with cocokara fine Inc.
  • Mitsubishi Chemical Holdings Corporation involving the filing of a Form CB in connection with a U.S. $45 million triangular share exchange, through which Mitsubishi Chemical Corporation, one of its wholly owned subsidiaries, will make Nippon Kasei Chemical Company Limited a wholly owned subsidiary.
  • Fukuoka Financial Group, Inc. and The Eighteenth Bank, Ltd. in connection with a $388.7 million business integration involving filings with the SEC.
  • Credit Saison Co., Ltd. involving the filing of a Form CB in connection with the $4.8 million share exchange to make JPN Holdings Co., Ltd. a wholly owned subsidiary.
  • The Bank of Yokohama, Ltd. and The Higashi-Nippon Bank, Limited, both Japanese regional banks, in connection with a formation of a $7.9 billion joint holding company involving a registration on Form F-4 with the SEC.
  • Yahoo Japan Corporation as U.S. counsel in its tender offer for Carview Corporation.
  • Yahoo Japan Corporation as U.S. counsel in its $80.1 million tender offer for Synergy Marketing, Inc.
  • NanoCarrier Co., Ltd., a Japanese development stage biopharmaceutical company, in its $115 million Rule 144A/Reg S global offering of shares of common stock.
  • Toyota Motor Corporation in a $3.83 billion SEC-registered offering and sale of First Series Model AA Class Shares, a first-of-its-kind security.
  • Olympus Corporation, the world’s leading manufacturer of endoscopes, in its $1.1 billion Rule 144A/Reg S international offering of shares of common stock.
  • eAccess Ltd. as the issuer in its $420 million and EUR200 million Rule 144A/Reg S global offering of high yield senior notes guaranteed by EMOBILE Ltd. 
  • Toyota Motor Corporation, as the issuer, and the selling shareholder (Banks’ Shareholdings Purchase Corporation) in its $2.6 billion SEC-registered global offering of shares of common stock. Nomura Securities, Merrill Lynch and Nikko Citigroup acted as joint lead bookrunning managers.
  • The initial purchasers, led by Goldman Sachs International, Daiwa Securities SMBC and Nomura International plc as joint-lead managers and joint bookrunners, in a $1.5 billion Rule 144A/Reg S global offering of shares of common stock by Aeon Co., Ltd. 
  • The initial purchasers, led by Morgan Stanley, in a $504 million SEC-registered global offering of shares of common stock of Ctrip.com International, Ltd. as issuer and Rakuten, Inc. as selling shareholder.
  • Daiwa Securities SMBC, Mitsubishi UFJ Securities and Goldman Sachs as joint-lead underwriters in a $550 million Rule 144A/Reg S global offering of shares of common stock by SUMCO Corporation.
  • Daiwa Securities SMBC and Mitsubishi UFJ Securities as joint global coordinators in a $1.47 billion Rule 144A/Reg S IPO of SUMCO Corporation.
  • Central Japan Railway Company as issuer and the Japanese government as selling shareholder in its $4.3 billion initial public offering, involving a Rule 144A/Reg S global offering of shares and a concurrent domestic public offering of shares of common stock. 
  • The Japan National Oil Corporation as the selling shareholder in the privatization of INPEX Corporation, in its $1.5 billion Rule 144A/Reg S global offering of shares of common stock. Nomura Securities and Daiwa Securities SMBC acted as joint-lead bookrunning managers.
  • The initial purchasers, led by Goldman Sachs International and Nomura International plc as joint-lead managers and joint bookrunners, in a $937 million Rule 144A/Reg S global offering of shares of common stock by Aeon Co., Ltd.
    Murata Manufacturing Co., Ltd. in its $40 million acquisition of Tokyo Denpa Co., Ltd.
  • Fujifilm Holdings Corporation in its $1 billion tender offer for SonoSite, Inc.
    Sankyo-Tateyama Inc. in a merger of three of its affiliates, followed by a further $650 million merger of the merged entity with Sankyo-Tateyama Holdings, Inc.
  • Win International Co., Ltd. in connection with a $124 million merger of Win International Co., Ltd. and Tesco Co., Ltd.
  • Daiwa Securities Co. Ltd. as financial advisor to the Tokyo Stock Exchange Group, Inc. in its $1.2 billion merger with the Osaka Securities Exchange Co., Ltd.
  • Fuji Media Holdings, Inc. in its $403 million tender offer of The Sankei Building Co., Ltd. through Fuji Media Holdings Inc.’s wholly owned subsidiary Fuji Media Service, Inc. 
  • Toyota Motor Corporation in its acquisition of Kanto Auto Works through a $363 million SEC-registered share exchange, by which Kanto Auto Works became a wholly owned subsidiary of Toyota.
  • Toyota Motor Corporation in its acquisition of Toyota Auto Body through a $953 million share exchange, by which Toyota Auto Body became a wholly owned subsidiary of Toyota.
  • Sumitomo Metal Industries, Ltd. in its $22.5 billion business integration with Nippon Steel Corporation.
  • United Urban Investment Corporation in its $244 million merger with Nippon Commercial Investment Corporation.
  • SECOM Co., Ltd. in its $190 million acquisition of SECOM Techno Service Co., Ltd. through a global tender offer.
  • Mitsubishi UFJ Securities in its entry into a joint venture with the investment banking operations of Morgan Stanley Japan Securities resulting in the formation of Mitsubishi UFJ Morgan Stanley Securities.
  • Mitsubishi Chemical Holdings Corporation in its $630 million acquisition of Mitsubishi Rayon Co., Ltd.
  • Shiseido Company Limited in its $1.7 billion global tender offer for shares of NASDAQ-listed Bare Escentuals, Inc.
  • Nippon Oil Corporation in its $8.6 billion SEC-registered merger with Nippon Mining Holdings.
  • The Kagawa Bank, Ltd. and The Tokushima Bank, Ltd. in their business integration through the establishment of a joint holding company by a share transfer.
  • The Bank of Ikeda, Ltd. and The Senshu Bank, Ltd. in their merger.
    Credit Saison Co., Ltd. in its $664 million acquisition of Atrium Co., Ltd. and subsequent restructuring of Atrium.
  • Meiji Seika Kaisha, Ltd. and Meiji Dairies Corporation in their $1.996 billion management integration of the two companies through the establishment of a joint holding company (Meiji Holdings Co., Ltd.) by a share transfer.
  • Merrill Lynch International Inc. as financial advisor to Nipponkoa Insurance Co., Ltd. in its SEC-registered establishment of a joint holding company by a share transfer between Sompo Japan Insurance Inc. and Nipponkoa.
  • Kikkoman Corporation and Kibun Food Chemifa Co., Ltd. in a $150 million transaction making Kibun Food Chemifa a wholly owned subsidiary of Kikkoman through a share exchange.
  • Fujifilm Holdings Corporation in its $1.44 billion acquisition of Toyama Chemical Co., Ltd., jointly with Taisho Pharmaceutical Co., Ltd.
  • Kirin Holdings Company, Limited in its $1.47 billion global tender offer for shares of Kyowa Hakko Kogyo Co., Ltd.
  • Volvo AB in its $1.07 billion global tender offer for shares of Nissan Diesel Motor Co., Ltd.
  • Merrill Lynch International Inc. as financial adviser to UFJ Holdings, Inc. in its $4.14 billion SEC-registered share exchange merger with Mitsubishi Tokyo Financial Group (“MTFG”) under MTFG’s holding company.
  • Merrill Lynch International Inc. as financial advisor to Daiichi Pharmaceutical Co., Ltd. in its $7.4 billion SEC-registered share exchange merger with Sankyo Co., Ltd. under a newly established holding company.
  • Nomura Principal Finance in its JPY272 billion global tender offer for shares of Skylark Co., Ltd. and its $858 million global tender offer for shares of Tsubaki Nakashima Co., Ltd.
  • Kirin Breweries in its JPY75.2 billion global tender offer for shares of Kirin Beverage Corporation and its JPY24.79 billion global tender offer for shares of Mercian Corporation.
  • The Longreach Group Limited in its $670 million acquisition of 24.98% interest in McDonald’s Holdings Company (Japan), Ltd., a division of McDonald’s Corporation, from the Fujita Family.
  • Multiple Japanese government-owned financial institutions in various private equity related investments and advice, including formation of offshore fund vehicles, limited partnership investments.
  • The Longreach Group Limited in the establishment of multiple series of Japanese and Asia focused offshore private equity funds structured for US, European and Asian investors.
  • Numerous Japanese private sector financial institutions’ investment in and/or sponsorship of private equity funds, including LBO, distressed assets and infrastructure funds.
  • Nippon Mirai Capital Co. Ltd. in the establishment of offshore private equity funds structured for U.S., European and Asian Investors.
  • Shinsei Bank in the establishment of numerous offshore private equity funds.
  • JBIC and the NEXI-covered commercial banks in the proposed project financing of the South Texas Units 3 & 4 Nuclear Project sponsored by Nuclear Innovation North America LLA, a joint venture between NRG Energy, Inc., Toshiba Corporation and The Tokyo Electric Power Company. This was a New York law governed transaction.
  • Qalhat LNG in its investment in Senboku Natural Power Company, a wholly owned subsidiary of Osaka Gas, which owns and operates several power stations in Osaka.
  • One of the major Mitsubishi group companies and its affiliates in a potential FCPA violation matter and internal investigation.
  • One of the major Mitsubishi group companies and its Japanese subsidiary in an employment litigation matter in the U.S.
  • Numerous Japan-based manufacturers and financial institutions in a major non-public cartel investigation by the U.S. Department of Justice and other agencies.
  • Numerous Japanese corporations in securities class actions in U.S. federal district courts arising from their disclosure.
  • Numerous Japanese corporations and financial institutions in anti-bribery law (including FCPA)–related investigations.
  • Numerous Japan-based manufacturers in product quality issues in connection with investigation by the U.S. Department of Justice and other agencies.
  • Numerous Japanese corporations and financial institutions on establishing and maintaining an effective global compliance system.

Published Work

  • Quoted in “Nittetsu, semarareru senryaku saiko [Nippon Steel forced to reconsider its takeover plan],” September 6, 2024, the Nikkei
  • Quoted in “Inside the Trilateral Commission: Power elites grapple with China's rise,” November 23, 2022, the Nikkei Asia
  • Quoted in “Mitsubishi Denki, kucho sochi wo kaigai 15-kakokuni nonyu [Scandal-hit Mitsubishi Electric Supplied Train Equipment for NY, London],” July 6, 2021, the Nikkei Asia
  • Quoted in “Kaisei Gaitame-ho jizen shinsa nogare, chugoku Tencent no Rakuten shusshi [Tencent-Rakuten deal exposes limits of Japan investment rules],” April 20, 2021, the Nikkei Asia

Speaking Engagements

  • Moderator, “Big Tech” and the Antitrust Paradigm Shift, Shearman & Sterling, February 2022
  • Speaker, Investigations In Asia – Japan & South Korea, Shearman & Sterling, December 2020
  • Panelist, Overview of Foreign Listing Process and Consideration Points, EY ShinNihon LLC, June 2017
  • Lecturer, Current Status of Compliance Practices and Measures for Antitrust Law Compliance by Japanese Companies, Competition Policy Research Center of the Japan Fair Trade Commission, September 2016
  • Speaker, Corporate Governance in the Global Economy: The Changing Role of Directors, Salzburg Global Seminar, October 2015

Leadership Positions And Professional Affiliations

  • Board Member, the Tokyo Foundation for Policy Research
  • Auditor, the International House of Japan
  • Research Collaborator, the Japan Fair Trade Commission, Competition Policy Research Center
  • Asia Pacific Director, the Trilateral Commission
  • Harvard Law School Association, Executive Committee
  • Founder and Council, UWC ISAK Japan

Recognition

“[Masahisa Ikeda] can answer our questions in a rapid manner. He is persuasive and client-friendly.”
Chambers Asia-Pacific, 2024
“[Masahisa Ikeda] has extensive experience in corporate matters in Japan and is a valuable presence who can clearly advise when risks are high.”
Chambers Asia-Pacific, 2024

Awards

  • Leading Lawyer for Capital Markets: International: US Law in Japan, Chambers Asia Pacific, 2024
  • Leading Lawyer for Corporate/M&A: International in Japan, Chambers Asia-Pacific, 2024 
  • Recommended Lawyer for Corporate and M&A in Japan, The Legal 500 Asia Pacific, 2024 
  • Recommended Lawyer for Antitrust and Competition in Japan, The Legal 500 Asia Pacific, 2024 
  • Hall of Fame for Capital Markets in Japan, The Legal 500 Asia Pacific, 2024
  • Best lawyers for Corporate and Mergers and Acquisitions Law in Japan, Best Lawyers, 2022

Qualifications

Admissions

New York, 1992
District of Columbia, 1994
Japan, 2000 (Registered Foreign Lawyer)

Academic

A.B., magna cum laude, Harvard University, 1989
LL.B., University of Tokyo, 1990
J.D., cum laude, Harvard Law School, 1993

Languages

English, Japanese, French
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.