简介
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.
经验
- Nippon Telephone and Telegraph Corporation in a U.S. $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 $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 U.S. $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
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Innovation Network Corporation of Japan, as selling shareholder, in a U.S. $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 U.S. $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 U.S. $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 U.S. $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 U.S. $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
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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 US$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 U.S. $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 U.S. $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 U.S. $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 U.S. $7.9 billion joint holding company involving a registration on Form F-4 with the SEC
- NanoCarrier Co., Ltd. in a U.S. $115 million Rule 144A/Reg S global offering of common stock
- Olympus Corporation in its U.S. $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 U.S. $1.5 billion Rule 144A/Reg S global initial public offering of common stock of INPEX CORPORATION
- Shinsei Bank, Limited in a U.S. $2.6 billion Rule 144A/Reg S global offering of common stock
- Shinsei Bank, Limited in its U.S. $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 U.S. $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 U.S. $650 million initial public offering of common stock of EXCO Resources, Inc.
- The underwriters, led by Daiwa Securities SMBC, in the SEC-registered U.S. $116 million initial public offering of common stock outside the United States of MediciNova, Inc.
- 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 U.S. $100 million share exchange to make New Japan Radio Co., Ltd. a wholly owned subsidiary
- 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 U.S. $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 U.S. $45 million triangular share exchange, through which Mitsubishi Chemical Corporation, one of its wholly owned subsidiaries, will 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 U.S. $48 million share exchange to make JPN Holdings Co., Ltd. a wholly owned subsidiary
- Mitsubishi Heavy Industries, Ltd., in a U.S. $66 million tender offer for shares of common stock of Toyo Engineering Works, Ltd.
- Faith, Inc., in a U.S. $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
个人成就
Publications
- Co-author of “Anti-Corruption Compliance: Overcoming Weaknesses of Japanese Companies,” Business Homu (Business Law Review), February 2017
Selected Teaching and Speaking
Awards & Accolades
- Recognized as a “Next Generation Partner” for Capital Markets, a “Leading Lawyer” for Corporate and M&A and “Recommended Lawyer” for Antitrust and Competition in Japan by The Legal 500 Asia Pacific (2022)
- Recognized as a “Leading Lawyer” for Capital Markets in Japan by Chambers Asia-Pacific (2022)
- Recognized in the 2022 edition of Best Lawyers in Japan for Corporate and Mergers and Acquisitions Law
- Recognized as a "Notable Practitioner" for Capital Markets – Equity and Mergers and Acquisitions in Japan by IFLR1000 (2022)
- According to Chambers Asia-Pacific, “He is described by market sources as ‘an extremely good lawyer’, who ‘provides flexible and appropriate services’.” (2022)