Hajime Kanagawa is a partner in the Corporate practice of Paul Hastings and is based in the firm’s Tokyo office. His practice focuses on representing Japanese and multinational clients in a broad range of corporate and financial matters, including mergers and acquisitions, acquisition finance transactions, and corporate finance transactions.
In the area of mergers and acquisitions, Mr. Kanagawa has represented a number of private and publicly held companies, as well as private equity investors in connection with their various forms of transactions, such as mergers, demergers, statutory share exchanges, business transfers, TOBs, joint ventures, PIPEs, and strategic capital alliances; where acquisition finance or issuance of new capital is required, he provides advice not only on acquisition matters but also on financing matters as a one-stop advisor. He has represented both acquirers and targets in insolvency situations such as private workouts and corporate restructurings, and has also been involved in hostile takeover situations, all of which would generally require difficult negotiation. He has recently focused on Japanese companies’ acquisition of U.S. public and private companies as well as Japanese companies’ listing in Hong Kong Stock Exchange and has written articles and made speeches on these topics.
- Samsung Electronics, in its JPY10.4 billion (approximately US$110 million) investment – or 3% equity interest - in Sharp Corporation.
- CLSA Capital Partners, the alternative asset management arm of a leading independent brokerage and investment group in Asia, on its US$310 million sale of Everlife Co., Ltd., a Japanese direct marketing company of health supplement products, to LG Household & Healthcare in Korea.
- Misumi Group Inc., in an approximately US$200 million acquisition of all shares in Dayton Progress Corporation and the components business of Anchor Danly Company from Connell Limited Partnership.
- ABC-Mart, Inc., in its approximately US$138 million acquisition of NASDAQ-listed LaCrosse Footwear., Inc.
- Miraca Holdings Inc. in an approximately US$725 million proposed acquisition of anatomic pathology business, Caris Life Sciences, Inc.
- Shinsei Bank, Limited in connection with its JPY10 billion financing for Monex Group, Inc’s acquisition of NASDAQ-listed TradeStation Group Inc.
- Starwood Capital, Group Global, L.L.C. in its successful application to obtain an injunction against the issuance of new investment units by, and incumbent management replacement of, FC Residential Investment Corporation, a listed JREIT.
- CSK Holdings Corporation (currently known as SCSK Corporation) in its corporate restructuring totaling JPY100 billion, which included issuance of preferred shares to ACA Inc. and debt-equity swap with Japanese banks.
- TPG Capital L.P. in its approximately US$170 million acquisition of a 14%percent stake in a US$70 million purchase of convertible bonds issued by TOMY Company, Ltd. (Japan), a toy manufacture and in its subsequent US$59 million purchase of convertible bonds issued by TOMY Company, Ltd (Japan) in exchange for buy back of 10% shares from TPG Capital by Tomy Company.
- TPG Capital L.P. in its approximately US$281 million strategic investment in NIS Group (Japan) and joint venture with NIS Group Co., Ltd. (Japan), a provider of financial services, and its exit from its investment in NIS Group.
- Rakuten, Inc. in its proposed business combination with Tokyo Broadcasting Systems, Inc.
- Citigroup Inc. in the organization of its overall operations in Japan, including the establishment of a local holding company and a bank in Japan.
Speaking Engagements and Publications
- Co-Author, “Possibility of Asset Backed Lending in China” (kinyu houmu jijou), January 2013.
- Author, “Acquisition Finance Practice in connection with acquisition of US companies” (kinyu houmu jijou), November 2011.
- Author, “Practice and issues on Hong Kong listing by Japanese Companies” (kinyu houmu jijou), August 2011.
- Author, “Acquisition Finance under the new clearing system in Japan” (kinyu houmu jijou), March 2009.
- Co-Author, “Syndicated loan practice (revised version)” (kinyu zaisei jijou kenkyuu kai), 2007
- Co-Author, “Corporate Restructuring Practice” (kinyu zaisei jijou kenkyuu kai), 2003.
- Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of "Negotiation Points for US M&A Transactions" (November 2012).
- Speaker at M&A Academy at Paul Hastings on the topic of "Acquisition of US Companies by Japanese companies" (2) (June 2012).
- Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of “Negotiation Points under US Acquisition Agreement” (May 2012).
- Speaker at M&A Academy at Paul Hastings on the topic of "Acquisition of US Companies by Japanese companies" (1) (April 2012).
- Speaker at seminar organized by FN Communications regarding “Acquisition finance practice in connection with acquisition of US Companies” (March 2012).
- Speaker at seminar organized by Kinyu Zaimu Kenkyukai on the topic of “Acquisition finance practice in connection with Japanese companies’ M&A in US” (November 2011).
- Speaker at seminar organized by FN Communications regarding “Law and practice about Japanese companies’ listing in Hong Kong” (October 2011).
- Speaker at seminar organized by Stock Research regarding “Various issues and latest practice about mezzanine finance” (October 2011).
- Speaker at seminar organized by Stock Research on the topic of "Practice about Japanese companies’ listing in Hong Kong" (July 2011).
- Speaker at seminar organized by Morgan Stanley MUFG Securities regarding the “Electric power industry” (July 2011).
- Speaker at seminar organized by FN Communications on the topic of “Syndicated loan practice” (July 2006) .
- University of Southern California, LL.M., 2004
- University of Tokyo, Faculty of Law, LL.B., 1995
- Legal Research and Training Institute of the Supreme Court of Japan, 2000