Toshiro M. Mochizuki

Overview

Toshiro Mochizuki is a partner in the Corporate Group.

Toshiro’s practice 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 Shearman & Sterling, 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.

Experience

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 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 $2.6 billion Rule 144A / Regulation S international offering of common stock of Recruit Holdings Co., Ltd.
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 $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
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
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
The initial purchasers, led by Daiwa Securities SMBC, Goldman Sachs, Nikko Citigroup and Nomura Securities, in the $1.5 billion Rule 144A/Reg S global initial public offering of common stock of INPEX CORPORATION
Shinsei Bank, Limited in a $2.6 billion Rule 144A/Reg S global offering of common stock
Shinsei Bank, Limited in its $2.1 billion Rule 144A/Reg S global initial public offering of common stock
The international managers, led by Daiwa Securities SMBC and Merrill Lynch, in a $2.2 billion Rule 144A/Reg S global offering of common stock of Japan Tobacco Inc.
The underwriters, led by JPMorgan, Bear Stearns and Goldman Sachs, in the $650 million initial public offering of common stock of EXCO Resources, Inc.
The underwriters, led by Daiwa Securities SMBC, in the SEC-registered $116 million initial public offering of common stock outside the United States of MediciNova, Inc.
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
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
Mitsubishi Heavy Industries, Ltd., in a $66 million tender offer for shares of common stock of Toyo Engineering Works, Ltd.
Faith, Inc., in a $18 million tender offer for shares of common stock of Nippon Columbia Co., Ltd.
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