PROFESSIONALS

Hidehiro UTSUMI


Practice Area

IT and Communications Matters / Media, Entertainment and Sports / Designs / Trademarks / Patents / Human Resources, Education and Welfare / Funds / Banking, Securities, Insurance and Trusts / IT and Communications Matters / Pharmaceuticals, Medical Care, Health Care and Biotechnology / Solar Power and Other Sources of Natural Energy / Real Estate Investment / Immigration-Related Matters / Collective Bargaining / Response to Labor Tribunals and Formal Lawsuits / Labor and Employment Due Diligence in M&A and IPOs / Establishment and Operation of the Personnel System / The Act against Unjustifiable Premiums and Misleading Representations / The Subcontract Act / Merger Control / Monopolization, Abuse of a Dominant Position and Designation of Unfair Trade Practices / Cartels, Bid Rigging and International Cartels / Tax Planning / Consumer Relations / International Litigation, Arbitration, Mediation and ADR / Administrative Disputes / Tax Disputes / Intellectual Property Litigation and Trials / Commercial Litigation / Voluntary Liquidation and ADR for Business Turnaround / Civil Rehabilitation and Corporate Reorganization / Dealing with Antisocial Forces / Company Fraud Investigation / Crisis Management / Public Relations Legal Practice / Copyright / Corporate Finance / Consumer-Related Laws / Assistance in Establishing New Businesses and IPO / Corporate Governance / M&A / General Corporate Legal Practice / Alliances / Agreement on Division of Estates / Drafting Wills / Inheritance / Business Succession / Emerging Companies / Brands / French Legal Practice / Other International Practice / Asia / China / Development

Specialized / Other Practice Area

Anti-dumping / International trade and customs / Security Export Control

Education

New York University School of Law (International Taxation, 2001)
Harvard Law School (2000)
Legal Training and Research Institute of the Supreme Court of Japan (1994-1996)
The University of Tokyo (LL.B., 1988)

Admission

Certified Public Accountant, USA (2002)
New York (2001)
Japan (1996)
Certified Public Accountant, Japan (1991)

Experience

TMI Associates (Partner, 2009-Present)
Adjunct Professor at Waseda Law School (2005-Present)
Adjunct Professor at Waseda Business School (2007-2010)
Lecturer at National Tax College (Zeimu Daigakko) at National Tax Agency (2008-2009)
Allen & Overy (Partner, 2007-2009)
Linklaters (Partner, 2005-2007)
Nishimura & Partners (2002-2005)
Sullivan & Cromwell (2001-2002)
Nishimura & Partners (1996-2001)
Accounting firm (a member firm of Arthur Andersen) (1988-1992)

Cases

Based on his legal, taxation and accounting experience, he can formulate comprehensive strategies and review structuring arrangements with the assistance of a network of offices that expands across multiple jurisdictions around the world.
The major deals in which he has been involved include the following:

- Advised Vodafone as a lead partner on the M&A, tax and financing aspects of its JPY1.8 trillion sale of its Japanese subsidiary, Vodafone K.K., which was the largest LBO and corporate takeover in Japan.
- Advised SMBC (Sumitomo Mitsui Banking Corporation) as the lead partner on its JPY100 billion investments in Barclays PLC.
- Advised PricewaterhouseCoopers on its reform at its Japan network firm ChuoAoyama and establishing new member firm PricewaterhouseCoopers Aarata.
- Advised Hong Kong and U.S.-based private equity firm Olympus Capital Holdings Ltd. on its acquisition of a 33 percent stake (and its adoption of a leading management role) in one of the “big five” kimono makers in Japan, Kyoto Kimono Yuzen.
- Advised Merrill Lynch on its private banking JV with Mitsubishi UFJ Financial Group. The 50:50 JV (with MUFG’s 50 percent share divided between The Bank of Tokyo Mitsubishi UFJ, Ltd. and Mitsubishi Securities 40:10).
- Represented many companies and advised public agencies as the lead partner in large-scale anti-dumping matters.

Languages

Japanese / English

Memberships

The New York State Bar Association
Daiichi Tokyo Bar Association
The Japanese Institute of Certified Public Accountants
h_utsumi
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Articles & Publications

2014/10/10BOOK “50 Important Points Certified Public Tax Accountants should Know Regarding Disputes on Tax Matters and Claims for Damages against Tax Accountants”

Other Articles & Publications

  • ARTICLE "Tightening of Export Restrictions under the Amended Foreign Exchange and Foreign Trade Act," Kaisha Homu A2Z
  • ARTICLE "The Recent Trends in Tax-Related Problems in India and Indonesia," JMC (Japan Machinery Center for Trade and Investment)
  • ARTICLE "M&A and related trade issues based on the TPP," MARR
  • ARTICLE "Responsibilities of Attorneys in Trade and Export Control," Trade Journal
  • ARTICLE "Security Export Control and Role of Attorneys," Kokusai Shoji Homu
  • BOOK "50 Points Certified Tax Accountants should Know in terms of Tax Disputes and Professional Liability," (Co-author), Okura Zaimu Kyokai
  • ARTICLE "Legal Risks and Countermeasures concerning Breaching Price Cartel Regulations in the U.S.," (Co-author), Junkan Keiri Joho
  • ARTICLE "Tax Investigations -Tips for Preventing Trouble and Handling Lawsuits: How to Convince Authorities in Preparing Evidentiary Materials and in Giving an Explanation," (Co-author), Shunkan Keiri Joho
  • BOOK "A Dictionary of Frequently Used M&A Words for All Professionals Involved in M&A (The Latest Trends)," (Editorial Superviser), Okura Zaimu Kyokai
  • ARTICLE "Information for Those Who Want to Learn the Basics of the Reorganization Procedures under Chapter 11, Title 11 of the U.S. Code as well as the Civil Rehabilitation Procedures and the Corporate Reorganization Procedures," NBL
  • ARTICLE "Recent Legal and Tax Issues on M&A Transactions," Sozei Kenkyu
  • ARTICLE "How to Collect Claims from Overseas Companies," Junkan Keiri Joho
  • ARTICLE "Emergency Measures to Rescue Financial Institutions in the US and UK," NBL
  • ARTICLE "Taxation on Sale and Lease of Real Estate by Foreign Corporation Conducting International Transport Business," Kokuzei Sokuho
  • ARTICLE "Determination of Resident/Non-resident Status and Tax Haven Taxation," Kokuzei Sokuho
  • ARTICLE "Revision of the Regulations regarding Quasi-foreign Companies," Kokusai Zeimu
  • ARTICLE "Framework of Internal Systems of Control with Company Law," T&A Master
  • ARTICLE "Increasingly Tightening Insider Trading Regulations," Keieisha Kaiho
  • BOOK "Examples and Measures for Transfer Price Taxation System for Companies Starting Overseas Business," CHUOKEIZAI-SHA
  • BOOK "Corporate Governance - Business Approach for Enhancing Corporate Value," NIPPON JITSUGYO PUBLISHING
  • BOOK "Q&A on Reorganization of US Branches and Subsidiaries - Procedures, Tax/Legal Issues under Local Legislation," CHUOKEIZAI-SHA
  • ARTICLE "US-Japan Comparison - Tax and Legal Matters of Financial Instruments," Kinyu Homu Jijo

Seminars & Lectures

2017/09/15Hosted / Co-hosted TMI Associates’ special seminar: “Legal Issues in the Field of International Trade Which Persons in Charge Should Know under the Increasingly Tense International Circumstances – Focusing on Security Export Control and Anti-dumping Investigations”
2014/12/12Hosted / Co-hosted “Compliance Framework and Prevention of Illegal Acts when Expanding Businesses Overseas – Taking into Consideration Recent Risks of Cartel Conducts, Bribery and Export Management”
2014/11/14Hosted / Co-hosted Joint seminar by TMI Associates, Yamada & Partners Certified Public Tax Accountants’ Co., and Y&P Legal Professional Corporation: “Strategically Addressing Tax Investigations and Disputes – From the Basics to the Latest Practice”
2014/05/30Hosted / Co-hosted TMI Special Seminar “Countermeasures and Ways to Utilize Attorneys in Case Anti-Dumping Tax was Imposed by Foreign Authorities –Based on Recent Handling Cases- ”
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Articles & Publications

2014/10/10 BOOK “50 Important Points Certified Public Tax Accountants should Know Regarding Disputes on Tax Matters and Claims for Damages against Tax Accountants”

Other Articles & Publications

  • ARTICLE "Tightening of Export Restrictions under the Amended Foreign Exchange and Foreign Trade Act," Kaisha Homu A2Z
  • ARTICLE "The Recent Trends in Tax-Related Problems in India and Indonesia," JMC (Japan Machinery Center for Trade and Investment)
  • ARTICLE "M&A and related trade issues based on the TPP," MARR
  • ARTICLE "Responsibilities of Attorneys in Trade and Export Control," Trade Journal
  • ARTICLE "Security Export Control and Role of Attorneys," Kokusai Shoji Homu
  • BOOK "50 Points Certified Tax Accountants should Know in terms of Tax Disputes and Professional Liability," (Co-author), Okura Zaimu Kyokai
  • ARTICLE "Legal Risks and Countermeasures concerning Breaching Price Cartel Regulations in the U.S.," (Co-author), Junkan Keiri Joho
  • ARTICLE "Tax Investigations -Tips for Preventing Trouble and Handling Lawsuits: How to Convince Authorities in Preparing Evidentiary Materials and in Giving an Explanation," (Co-author), Shunkan Keiri Joho
  • BOOK "A Dictionary of Frequently Used M&A Words for All Professionals Involved in M&A (The Latest Trends)," (Editorial Superviser), Okura Zaimu Kyokai
  • ARTICLE "Information for Those Who Want to Learn the Basics of the Reorganization Procedures under Chapter 11, Title 11 of the U.S. Code as well as the Civil Rehabilitation Procedures and the Corporate Reorganization Procedures," NBL
  • ARTICLE "Recent Legal and Tax Issues on M&A Transactions," Sozei Kenkyu
  • ARTICLE "How to Collect Claims from Overseas Companies," Junkan Keiri Joho
  • ARTICLE "Emergency Measures to Rescue Financial Institutions in the US and UK," NBL
  • ARTICLE "Taxation on Sale and Lease of Real Estate by Foreign Corporation Conducting International Transport Business," Kokuzei Sokuho
  • ARTICLE "Determination of Resident/Non-resident Status and Tax Haven Taxation," Kokuzei Sokuho
  • ARTICLE "Revision of the Regulations regarding Quasi-foreign Companies," Kokusai Zeimu
  • ARTICLE "Framework of Internal Systems of Control with Company Law," T&A Master
  • ARTICLE "Increasingly Tightening Insider Trading Regulations," Keieisha Kaiho
  • BOOK "Examples and Measures for Transfer Price Taxation System for Companies Starting Overseas Business," CHUOKEIZAI-SHA
  • BOOK "Corporate Governance - Business Approach for Enhancing Corporate Value," NIPPON JITSUGYO PUBLISHING
  • BOOK "Q&A on Reorganization of US Branches and Subsidiaries - Procedures, Tax/Legal Issues under Local Legislation," CHUOKEIZAI-SHA
  • ARTICLE "US-Japan Comparison - Tax and Legal Matters of Financial Instruments," Kinyu Homu Jijo
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Seminars & Lectures