Image of Toshiro Mochizuki

Toshiro Mochizuki

Partner

Email

toshiro.mochizuki@aoshearman.com

Phone

+81 3 4567 3351

Offices

Tokyo

V-CARD
Toshiro’s expertise comprises capital markets as well as general corporate matters, with a particular focus on advising issuers and underwriters on global offerings, SEC registrations and other securities law issues, including those relating to business combinations.
Prior to joining the firm, he was an in-house counsel for six years at a leading international investment bank in Tokyo, where he covered primarily capital markets transactions, cross-border M&A financial advisory engagements and compliance matters. Toshiro began his career at another U.S. law firm, where he spent eight years at its Tokyo and New York offices handling both issuer-side and underwriter-side assignments for debt and equity offerings by Japanese and U.S. issuers. Toshiro also has experience representing clients on U.S. anti-corruption, economic sanctions, antitrust and other compliance matters.

Expertise

Experience

Representative matters

  • Nippon Telephone and Telegraph Corporation in a $33.2 billion tender offer for shares of common stock of NTT DOCOMO, Inc.
  • 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 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.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 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.
  • Toyota Motor Corporation in a $2 billion SEC-registered offering of senior notes.
  • INCJ, Ltd., as selling shareholder, in a $1.8 billion block trade of common stock of Renesas Electronics Corporation.
  • Innovation Network Corporation of Japan, as selling shareholder, in a $3.8 billion Rule 144A / Regulation S international offering of common stock of Renesas Electronics Corporation.
  • Innovation Network Corporation of Japan and others, as selling shareholders, in a $2.6 billion Rule 144A / Regulation S international offering of common stock of Renesas Electronics Corporation.
  • Danone Probiotics Pte. Ltd., as a selling shareholder, in a $1.2 billion Rule 144A / Regulation S international offering of common stock of Yakult Honsha Co., Ltd.
  • Innovation Network Corporation of Japan and others, as selling shareholders, in a $3.0 billion Rule 144A / Regulation S international offering of common stock of Renesas Electronics Corporation.
  • Mizuho Bank, Ltd. as a selling shareholder in a $2.6 billion Rule 144A / Regulation S international offering of common stock of Recruit Holdings Co., Ltd.
  • Mizuho Bank, Ltd., as a selling shareholder in a $1.4 billion Rule 144A / Regulation S international offering of common stock of Recruit Holdings Co., Ltd.
  • Toyota Motor Corporation, LINE Corporation, Advantest Corporation, Coca-Cola Bottlers Japan Inc., MinebeaMitsumi Inc. and Concordia Financial Group, Ltd. with respect to its U.S. periodic disclosure obligations.
  • 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.
  • Coca-Cola West Company, Limited, and Coca-Cola East Japan Co., Ltd., both beverage bottlers, in connection with their $6.1 billion business integration involving a registration on Form F-4 with the SEC.
  • JX Holdings, Inc., a Japanese petroleum and metals company, in connection with its $16.0 billion business integration with Tonen General 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 $4.1 billion business integration involving a registration on Form F-4 with the SEC.
  • Toyota Motor Corporation regarding a registration with the U.S. Securities and Exchange Commission on Form F-4 in connection with the share exchange to make Daihatsu Motor 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.
  • NanoCarrier Co., Ltd. in a $115 million Rule 144A/Reg S global offering of common stock.
  • Olympus Corporation in its $1.2 billion Rule 144A/Reg S international offering of common stock.
  • Mitsui Fudosan Logistics Park Inc. involving the filing of a Form CB in connection with its $551 million merger with Advance Logistics Investment Corporation.
  • Ryoyo Electro Corporation and Ryosan Company, Limited involving the filing of a Form CB in connection with their $971.9 million joint share transfer to establish a joint holding company.
  • Riken Corporation and Nippon Piston Ring Co., Ltd. involving the filing of a Form CB in connection with their $265.8 million joint share transfer to establish a joint holding company.
  • The Hachijuni Bank, Ltd. involving the filing of a Form CB in connection with its $74.2 million share exchange to make The Nagano Bank, Ltd. a wholly owned subsidiary.
  • The Bank of Kyoto, Ltd. involving the filing of a Form CB in connection with the sole share transfer to establish Kyoto Financial Group, Inc. as a holding company.
  • The Iyo Bank, Ltd. involving the filing of a Form CB in connection with the sole share transfer to establish Iyogin Holdings, Inc. as a holding company.
  • The Aichi Bank, Ltd. and The Chukyo Bank, Limited involving the filing of a Form CB in connection with their $624.8 million joint share transfer to establish a joint holding company.
  • The Chugoku Bank, Ltd. involving the filing of a Form CB in connection with the sole share transfer to establish Chugin Financial Group, Inc. as a holding company.
  • The Hokkoku Bank, Ltd. involving the filing of a Form CB in connection with the sole share transfer to establish Hokkoku Financial Holdings Inc. as a holding company.
  • The Juroku Bank, Ltd. involving the filing of a Form CB in connection with the sole share transfer to establish Juroku Financial Group, Inc. as a holding company.
  • Maruka Corporation and Furusato Industries, Ltd. involving the filing of a Form CB in connection with their $502.3 million joint share transfer to establish a joint holding company.
  • Taisho Pharmaceutical Holdings Co., Ltd. involving the filing of a Form CB in connection with its $111.7 million share exchange with Biofermin Pharmaceutical Co., Ltd.
  • Aomori Bank, Ltd. and Michinoku Bank, Ltd. involving the filing of a Form CB in connection with their $433.4 million joint share transfer to establish a joint holding company.
  • Nisshinbo Holdings Inc. involving the filing of a Form CB in connection with the $100 million share exchange to make New Japan Radio Co., Ltd. a wholly owned subsidiary.
  • DigitalBridge Group, Inc. on its $515 million take-private of JTOWER Inc. by way of tender offer.
  • Benesse Holdings Inc. in a proposed management buyout (MBO) by the EQT AB Group, through its BPEA Fund VIII, and members of the Fukutake family, the founding family of Benesse Holdings.
  • JSR Corporation, a publicly listed semiconductor materials maker, on the acquisition of its shares by JIC Capital through a $6.32 billion tender offer.
  • Toppan Printing Co., Ltd. in a $582.4 million tender offer for shares of common stock of Toppan Forms Co., Ltd.
  • Mitsubishi Corporation in a $1.4 billion tender offer for shares of common stock of Lawson, Inc.
  • Mitsubishi Chemical Holdings Corporation involving the filing of a Form CB in connection with a $45 million triangular share exchange, through which Mitsubishi Chemical Corporation, one of its wholly owned subsidiaries, to make Nippon Kasei Chemical Company Limited a wholly owned subsidiary.
  • Credit Saison Co., Ltd. involving the filing of a Form CB in connection with the $48 million share exchange to make JPN Holdings Co., Ltd. a wholly owned subsidiary.
  • Japan Bank for International Cooperation, in connection with various compliance-related matters.
  • Japanese corporations in internal investigations concerning anti-corruption matters.
  • A Japanese subsidiary of a foreign corporation in an internal investigation concerning anti-corruption matters.
  • A Japanese corporation in a global assessment of its anti-corruption compliance structure.
  • Japanese corporations in non-public investigations by antitrust authorities, as well as litigation / arbitration matters.
  • Japanese corporations and financial institutions on anti-bribery and antitrust compliance, including drafting related internal policies.
  • Japanese financial institutions on Dodd-Frank compliance issues.

Pro bono

  • Advising Impact Investment Exchange on the Women’s Livelihood Bond™ 6, the sixth bond in the IIX Women’s Livelihood Bond Series™ .
  • Advising Impact Investment Exchange on the Women’s Livelihood Bond™ 5, the fifth bond in the IIX Women’s Livelihood Bond Series™ .

Published Work

  • Mochizuki, T., (2017) “Anti-Corruption Compliance: Overcoming Weaknesses of Japanese Companies,” Business Homu (Business Law Review)

Speaking Engagements

  • Speaker, U.S. Legal Issues Relating to U.S. Listings and SEC Registrations on Form F-4, KPMG Japan online seminar, June 2022
  • Speaker, F-4 Registrations and Related U.S. Securities Laws, joint online seminar with PwC Japan, May 2021
  • Speaker, Covid-19 Insights Series: A Regional Perspective – Asia, April 2020
  • Speaker, Overseas Listings: the Process, and Things to Bear in Mind, EY Japan seminar, September 2019
  • Presenter, 3rd Annual Japan M&A Forum, Mergermarket, April 2019
  • Speaker, SEC Regulations Applicable to Business Combinations by Japanese Companies, Keiei Chosa Kenkyukai, June 2017
  • Speaker, U.S. FCPA Enforcement Trends and Compliance Measures, Japan Legal Technology Conference, October 2016
  • Speaker, Summary and Comparison of Financial Product Regulation (Japan, U.S., U.K., Singapore), seminar for a Japanese financial institution, July 2016

Recognition

“Toshiro Mochizuki is recommended for his vast knowledge of SEC registrations and global offerings.”
The Legal 500 Asia Pacific, 2024
“Mochizuki regularly advises on corporate issues.”
The Legal 500 Asia Pacific, 2024

Awards

  • Leading Lawyer for Capital Markets: International: US Law in Japan, Chambers Asia Pacific, 2024
  • Recommended Lawyer for Antitrust and Competition in Japan, The Legal 500 Asia Pacific, 2024
  • Next Generation Partner for Capital Markets in Japan, The Legal 500 Asia Pacific, 2024
  • Leading Individual for Corporate and M&A in Japan, The Legal 500 Asia Pacific, 2024
  • Leading Lawyer - Highly Regarded in Japan Capital Markets - Equity, IFLR1000, 2023-2024
  • Leading Lawyer - Highly Regarded in Japan M&A, IFLR1000, 2023-2024

Qualifications

Admissions

New York, 1999
Japan, 2013 (Registered Foreign Lawyer) 

Academic

A.B., magna cum laude, Social Studies, Harvard University, 1995
J.D., cum laude, Harvard Law School, 1998

Languages

English, Japanese
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.