Kiyohara, Ken

Current Employment Position(s)

Partner

Languages

• English
• Japanese

Lawyer Overview

Ken Kiyohara has been working for more than 17 years primarily on cross-border transactions, ranging from capital market transactions to takeovers. His recent practice focuses on advising non-Japanese clients on takeovers of and investments in Japanese public and private companies. He also advises on corporate governance issues involving Japanese-listed companies primarily for U.S. and European clients, including both corporate clients and private equity and hedge funds.

Having worked as a secondee to the legal and compliance department of a leading U.S. investment bank in Tokyo, he has had in-depth and intensive experiences in general corporate matters as well as securities and other regulatory issues. He provides compliance advice to securities brokers, banks, private equity, venture capital, hedge funds, and investment advisors.

Ken recently completed the acquisition of a TSE-listed company by a European manufacturer of fiber-optics products. He also has been acting as an advisor in relation to structuring friendly takeover transactions for listed companies.

Ken often speaks at seminars and conferences on such topics as takeovers, corporate governance, and director and officer liability and has written articles and books including a book on takeover regulations and practices in Japan, entitled Shoukai: Koukai kaitsuke no jitsumu. Ken also regularly contributes to the Nikkei's (Japan's leading business news publisher) evening edition's column "crossroads (juujiro)."

He is a member of Keizai Doyuukai (Japan Association of Corporate Executives), the Japan Corporate Governance Forum, and the Japan Independent Directors Network.

Areas of Practice

• Mergers & Acquisitions
• Corporate Governance
• Joint Ventures & Strategic Alliances
• M&A
• Financial Institutions Regulation

Representative Cases

• Daiichi Sankyo acquires generic-drug maker Ranbaxy Laboratories for $4.6 billion
• Fursa targets Nortiz on dividends , (2008)
• Future Venture Capital places shares with Total Network Holdings and MBK Co.
• NJK Corp. involved in tender offer by NTT Data Corporation to acquire a majority of shares of NJK and form a business alliance agreement
• SCHOTT acquires majority share in Japan-based Moritex, expanding fiber optic operations into Asia , (2009)
• Strategic Value Partners acquires Tanaka Value Investments
• Takasago acquires Nippon Fläkt

West Practice Categories

Business Organizations, Business Successions, Closely Held Businesses, Corporate Governance, Directors' & Officers' Liability, Dissolution, Formation & Business Planning, Franchising, Joint Ventures, Limited Liability Companies, Mergers, Acquisitions & Divestitures, Non-profit & Tax-exempt Organizations, Partnerships, Reorganizations, Shareholders' Rights, Trade Associations

Bar Admissions

• Japan

Education

• U of Michigan - Ann Arbor
• U of Tokyo - Japan

Published Works

• Crossroad-Improving Transparency of Proxy Voting, Nikkei Evening edition, 2010
• Crossroad-Discussions on Proper Legal Framework for Listed Companies, Nikkei Evening edition, 2009
• Crossroad-Meaning of Fair Dealings for Court's Appraisal Proceeding, Nikkei Evening edition, 2009
• Amendment of the Anti-Monopoly Act of Japan and its Impact on Mergers and Acquisitions, 2009
• Crossroad-For Paving the Way Toward Economic Growth, Nikkei Evening edition, 2009
• Crossroad-Role of the Board of Directors and Its Independance, Nikkei Evening edition, 2009
• Crossroad- Improving the Reliability of Corporate Governance, Nikkei Evening edition, 2009
• Crossroad-Deregulation and "Soft" Society, Nikkei Evening edition, 2009
• Crossroad-Japan's Leadership Wanted, Nikkei Evening edition, 2009
• Crossroad-Toward Health Securities Market, Nikkei Evening edition, 2008
• Recent Developments in Takeover Defense Discussions in Japan, 2008
• Crossroad-Time to Revise Insider Trading Regulations, Nikkei Evening edition, 2008
• Crossroad-Improving Trust and Confidence in the Board of Directors and Proper Legal Framework, Nikkei Evening edition, 2008
• Crossroad-Pitfalls for Viewing Shareholders Meeting as the King, Nikkei Evening edition, 2008
• Strengthen the Legal Framework toward the Betterment of Audit Quality of Financial Statements: Outline of Amendments to the Certified Public Accountant Law: Business Houmu, 2008
• Crossroad-Toward Transparency and Reliability of Financial Reporting, Nikkei Evening edition, 2008
• Crossroad-Integrity of the Market, Nikkei Evening edition, 2008
• Crossroad-Good Medicine Tastes Bitter, Nikkei Evening edition, 2007
• Lessons learned from Failed Tender Offer Attempts toward the Development of M&A Market in Japan, M&A Review, 2007
• Crossroad-To Attract Variety of Investoers to Stock Market, Nikkei Evening edition, 2007
• Shoukai: Koukai kaitsuke no jitsumu (Commentaries on Tender Offer Regulations and Practices), Chuokeizai Publishing, Inc., 2007
• Recent Revisions to Japanese Tender Offer Rules: Toward Transparency and Fairness, 2007
• MBO and Going Private Issues: Key issues to ensure fairness of transactions (One-on-one discussions with Asst. Prof. Wataru Tanaka), Business Houmu, 2007
• Q&A Kinyushouhin torihikihou no juuyou ronten or Q&A: Gist of Financial Instruments and Exchange Law (representative of editors), Shinnihon Houki Publishing, 2007
• Takeover Reforms toward Fair and Transparent Rules, Business Houmu, 2006
• International Securities and Capital Markets: Developments in Japan, The International Lawyer,vol. 40, No. 3, 2006
• Disclosure of Corporate Governance under Tokyo Stock Exchange Rule toward Enterprise Value Enhancement, Business Houmu, 2006
• Recent Trends concerning Golden Shares, Business Houmu, 2006
• Shoukenshijou to Corporate Governance: Disclosure to toumeisei no kakuho, (Securities Market and Corporate Governance: Disclosure and Transparency,) OECD Corporate Governance, compiled by Japan Corporate Governance Forum, 2006
• Guide to Cross-Border Tender Offers in Japan, IFLR 1000 Country Legislation Guide for Japan, on IFLR website, 2005
• Ongoing Discussions on Takeover Reforms and Defensive Measures, IBA Asia Pacific Forum Newsletter, 2005
• Disclosure Reforms, Business Houmu, 2005
• Disclosure in Takeover Context, Junkan Keirijouhou, 2005
• International Securities and Capital Markets: IV Developments in Japan, The International Lawyer, vol. 39, No. 2, 2005
• Going Private Transaction as Strategic Business Decision: Need to Reconsider Listing? Junkan Keirijouhou, 2005
• Securities Intermediary Businesses by Financial Institutions, Kinyuuhoumujijou No. 1724, 2004
• Partnership Interests to Become Deemed Securities in Changing Japanese Regulatory Landscape, AVCJ Weekly, 2004
• Deal Protection in the US M&A Transactions, Business Houmu, 2004
• Arranger's and Agent's Role and Responsibility in Syndicated Loans, Kinyuuhoumujijou No. 1708, 2004
• Covenants in Loan Agreements: From LBO Finance perspective, Kinyuuhoumujijou No. 1704, 2004

Address

Kamiyacho Prime Place
1-17, Toranomon 4-chome
Minato-ku, Tokyo 105-0001, Japan

Phones

81.3.6800.1874 (Business Phone)

Faxes

81.3.5401.2725 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com