Partner Seigo Takehira

Managing Partner
Osaka Bar Association , Japan Federation of Bar Associations(2000)
New York Bar(2006)

Location ： Osaka Office

Practice Areas

      Professional Summary

      Mr. Seigo Takehira is a leading partner in the Corporate and Mergers and Acquisitions (M&A) Practice Group of the firm. He has done prior work in the investment banking industry, and since 2015, has served as an examiner for the Bar and Preliminary Bar Examinations on Corporate Law.
      Mr. Takehira’s practice areas include corporate governance, domestic and cross-border M&A, commercial transactions, and domestic/international dispute resolutions, covering a broad range of industries, including pharmaceuticals, medical equipment, energy, manufacturing, transportation, retail, real estate and financial institutions.
      Mr. Takehira has more than 15 years experience in advising strategic and financial investors in M&A transactions, including private acquisitions and sales, public takeovers, mergers, spin-offs, asset transfers, share exchange, joint ventures and restructurings.
      Mr. Takehira also has substantial experience in representing both foreign and domestic clients in international arbitrations and litigations that involve asbestos, product liability, breach of representations and warranties in acquisition contracts, and disputes over commercial agreements.
      In 2012, the Asian Legal Business article on “Next Generation Cities” specifically cited Mr. Takehira for his expertise in corporate and M&A work.

      Major Cases Handled

      ＜Mergers and Acquisitions＞
      Acquisition of Anchor Electricals Group (India) by Panasonic (Japan)
      Management Integration (Merger) of the Senshu Ikeda Bank
      Management Integration (Share Exchange) between H2O Retailing and Izumiya
      Acquisition of Aprica by Newell Rubbermaid Inc.
      Acquisition of European Pharmaceutical by Japanese Pharmaceutical
      Other Public Takeovers / Management Buy-Out/ Private Equity
      ＜International Dispute Resolution＞
      International Arbitration involving License Agreement between Japan and United States
      International Arbitration involving Development Agreement between Japan and United States
      International Arbitration involving breaches of warranties after the Acquisition
      Product Liabilities Litigations in United States involving Japanese manufacturers

      Education & Professional Experience

      April 2023 -
      Managing Partner, Oh-Ebashi LPC & Partners

      2015-2018
      Examiner for the Bar and Preliminary Bar Examinations (Corporate Law)

      2005-2006
      Morgan, Lewis & Bockius LLP (New York)

      2005
      University of Michigan Law School (LL.M.)

      2001-2003
      Daiwa Securities SMBC Co., Ltd., Principal Finance Department

      1997
      Osaka University (LL.B.)

      Publications Archives

      2024.05
      Practical Responses to Shareholders' Meetings in Which Disapproval of a Company's Proposal or Approval of a Shareholder's Proposal is Expected
      2021.03
      COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
      2020.04.27
      【Special Series on COVID-19: Companies Act (1)】Shareholders’ Meetings in 2020 – Focusing on Measures against the Novel Coronavirus Disease
      2020.04
      Practice for Non-Litigation Filings
      2020.03
      Practices of the Board of Directors/Shareholders Meetings in Special Circumstances – Activist Shareholders, M&A, Dispute among Directors, and Corporate Scandals
      2019.05.21
      Troubles that Occur Frequently concerning Overseas Distributorship Agreements and Countermeasures Therefor
      2018.09
      Business Transfer Practices – Everything about Legal, Labor, Accounting and Tax
      2018.02
      The Analysis on Annual General Meetings of Shareholders Held in 2017
      2017.03
      Annual Reports and Audit Reports for Shareholders Meetings in 2017
      2017.03
      Points to Note in Preparing Annual Reports and Audit Reports for Ordinary General Meetings of Shareholders in 2017
      2016.04
      A Compact Commentary on the Companies Act 3: Company Auditors, Audit Committee Members and Audit and Supervisory Committee Members
      2015.06
      Legal Issues in the Reorganization of Regional Banks
      2014.12
      Practical Commentary on Revised Companies Act of 2014
      2013.08
      Willful Misconduct and Gross Negligence of Buyer and Representations and Warranties - US Cases and Model Stock Purchase Agreement
      2013.06
      The Revision of Companies Act and Impacts on Financial Practice including Debt Collection - Trend in Abusive Company Split
      2012.10
      Features：Outline of Revised Corporation Law and Financial Practice/Fraudulent Corporate Division and Debt Collection by Financial Institutions
      2006.12
      Summary of Sarbanes Oxley Act What Japan should learn from Enron Case
      2005.04
      Legality of Dilution Type Poison Pill Role and Limitation of the Judicial Branch
      2004.07
      Q&A: What Should Be Done? Mercantile Law - Should Post-Formation Restrictions Apply?
      2004.03
      Theory, Practice and Form of New Corporate Reorganization for Trustee’s Practice
      2003.09
      Recent Reform of Japan’s Corporate Reorganisation Act

      Seminars/Lectures Archives

      2024.07.11
      【Online Seminar】 Series of Seminars on M&A in Various Business Fields (1): Pharmaceutical Industry
      2024.03.18
      Practices to Cope with Activist Shareholders/Shareholder Proposals and Corporate Governance
      2024.02.20
      [ROIC Management/Business Portfolio Management] - Business Portfolio Management for Total Optimization and Aggressive Sale - (Osaka)
      2022.09.07 ～2022.11.12
      [Online Seminar: Archive Distribution] "Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (1): Review of 2022 Shareholders' Meeting
      2022.09.06
      【Onilne Seminar】"Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (1): Review of 2022 Shareholders' Meeting
      2022.02.18 ～2022.04.23
      [Online Seminar: Archive Distribution] Series of M&A Legal Practice Seminars (7): M&A Activism and Counter Takeover Bids
      2022.02.17
      【Online Seminar】Series of M&A Legal Practice Seminars (7): M&A Activism and Counter Takeover Bids
      2020.12
      Practices to Cope with Activist Shareholders in Shareholders Meetings
      2020.04
      Annual Shareholder Meeting 2020 - Corona Virus Crisis and Virtual Shareholder Meeting
      2019.07.25
      【Osaka】Risk Management & Compliance Seminar ① Practical handling of corporate scandals and establishment of preventive measures
      2019.03
      Internal Control, Risk Management and Corporate Governance
      2019.02.28
      【Nagoya】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
      2018.11.30
      【Tokyo】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
      2018.11.19
      【Osaka】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
      2018.05
      Seminar for Legal Staff: Basic Knowledge on Drafting Contract in English, OEM Agreement
      2018.03
      Corporate Governance in Crisis Situation
      2017.08
      Directions for Director Compensation Reform and System Design for Mid-sized Listed Companies -- For Transparency of the Compensation Decision-Making Process at Companies with Audit and Supervisory Committee
      2017.06
      Seminar for Legal Staff: Basic Knowledge on Drafting Contract in English (Overview)
      2017.04
      Exit Strategy
      2017.03
      Renovation on Director's Compensation and Annual Shareholder Meeting 2017
      2016.04
      Minority Investments
      2016.03
      Basic Knowledge on Cross-Border M&A Transactions
      2015.10
      Legal Issues on M&A Transactions by Regional Banks
      2015.07
      Seminar on the Corporate Governance Code - Best Practices for Complying with the Corporate Governance Code
      2014.11
      Commentary on Revised Companies Act of 2014 - Practical Point of View
      2014.08
      The Basics of Cross Border M&A - With Special focus on the Share Purchase Agreement
      2014.05
      Protecting Value in M&A Transactions
      2013.10
      Dispute Resolution and the Points of Joint Venture Agreements
      2013.09
      The Issues of Representations and Warranties and Contractual Practice
      2013.09
      Legal Aspects of Group Reorganization
      2013.03
      Increasing Risk of Accounting Fraud and Contingency Plan
      2013.02
      The Revision of Companies Act and the Impacts on M&A Activities
      2013.02
      The Revision of Companies Act and Impacts on Financial Practice including Debt Collection - Abusive Company Split and Other M&A Transactions
      2012.09
      European M&A in Times of the Euro Crisis
      2012.05
      Civil Liabilities of Companies and Securities Lawsuits regarding Fraudulent Disclosure- Case Studies and Legal Practices-
      2010.07
      Legal Issues for Rights Issue
      2009.11
      Recent Practice of Civil Liabilities and Civil Fine regarding Fraudulent Disclosure
      2009.01
      Disclosure Requirement for M&A Transaction under Financial Instruments and Exchange Act
      2008.02
      Legal Issues for Proxy Fight - Moritex District Court Case (Shareholder Meeting Resolution Revocation Litigation)

      Award

      Listed in M&A section as Notable Practitioner in IFLR1000 (2023-)
      Listed in Who's Who Legal: Litigation
      Listed in legal counsel in Corporate and M&A in Asian Legal Business (July 2012)
      Listed in Corporate and M&A section in Best Lawyers (since 2009)

      Languages

      Japanese and English

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