Naoki Watanabe
Partner
Naoki specialized in cross-border and domestic M&A and corporate alliance, and international dispute. Experienced as an M&A external counsel and in-house M&A managing officer at a major trading house, head of corporate risk management department, board member at IT company and key subsidiaries of the trading house, he has a broad and deep expertise in M&A transactions, PMI, internal control, group governance, distributorship and other commercial transactions, natural resources and infrastructure transactions and international arbitration relating those transactions.
Profession
Attorney at Law
Admissions
Japan (1991)
Membership
Dai-ni Tokyo Bar Association
Chartered Institute of Arbitration, Member (MCIArb)
Professional Experience
2020 – present
Sonderhoff & Einsel, Law and Patent Office
2017 – 2020
Sojitz Corporation, Corporate Officer & COO, M&A Management Office and Controller’s Office
2018 – 2019
LINE Corporation, Corporate Auditor
2011 – 2017
K&L Gates Gaikokuho Joint Enterprise, Partner
2001 – 2011
Clifford Chance Law Office, Partner
1991 – 2001
Tanaka & Takahashi Law Officen, Attorney
Education
1996
Duke University School of Law (LL.M.)
1986
Keio University (LL.B.)
―
Japan Corporate Governance Network, Director’s University, Master of Independent Director (MID)
Tokyo Medical and Dental University Interdisciplinary Life Science Consortium, Medical Innovation Talent Development Program (diploma)
Tsukuba Clinical Research & Development Organization (T-CReDO), University of Tsukuba Graduate School of Comprehensive Human Science, Regulatory Science Program (diploma)
Other Public Services
2017 – present
Global Health Innovative Technology Fund, Board Advisor
2016 – present
Keio Law School, Academic Advisory Board Member
2013 – present
Japan Pharmaceutial Industry Legal Affairs Association, International Affairs Working Group, Advisor
2010 – 2013
Keio Law School, Lecturer
2010 – present
Tokyo Small-claim Court, Mediator
2010 – 2017
Nihon L’Oreal K.K. Ethical Review Board Member
2008 – 2017
Mundipharma Japan KK., Internal Clinical Trial Review Board, Member
2004 – present
Dai-ni Tokyo Bar Association, Arbitration Center, Arbitrator
Awards
Best Lawyers, Labor and Employment, 2021 and 2022
Legal500, 2015
Publications
“Compact M&A” as a Clue, Shoji Homu Portal, September 1, 2020
“Key Points in Pursuing a Successful “Compact” M&A Projects” (Business Law Journal), 2019
“The Process of Formulating a New Trade Order in Post-Brexit Europe” (co-authored, NBL No. 1079), 2016
“What are the Contract Clauses Necessary to react to Brexit for Japanese companies?” (NBL No. 1079, co-authored with Ayuko Nemoto), 2016
“Market Trends in in US private M&A Agreements” ( NBL1022-24,1026-28), (co-authored with Ayako Nemoto), 2014
“Market Trends in US Public M&A Agreements”, (NBL No. 900), 2012
“Application of Business Judgment Rules in Ordinary Carrying of Business: the Supreme Court Decision in the Apaman Case” (Business Law Journal, co-authored), 2011
“Modernizing Japanese Corporate Law”, (International Banking and Financial Law) 2003
Lectures
“Changes to Foreign Direct Investment Rules and Their Impact: Guidance for In-house Counsel” (The Japan In-House Counsel Network, JICN) Aug., 2020
“Recent US Judicial Precedents regarding Commercially Reasonable Effort and Points to Remember When Drafting a Contract in Light of COVID-19” (the Japan Pharmaceutical Industry Legal Affairs Association’s Study Group on International Issues) Jul., 2020
“Revision of the PMA (Pharmaceutical and Medical Device Act) and its impact on healthcare companies” (Shonan Health Innovation Park) Jun., 2020
“Notes Regarding Compact M&A for (In-house) Legal Professionals” (LexisNexis Japan), Mar., 2020
“Compliance Practice for In-House Attorneys” Moderator, Japan In-House Lawyer’s Association, Sep., 2019
“Outbound M&A: its Overview and the Reality of post-merger integration (PMI)” (Panelist and Moderator, Japan In-House Lawyer’s Association), Nov., 2018
Japan Corporate Compliance and Governance Forum (Keynote Speaker, Asian Legal Business) Oct., 2017
“Items to be Prepared by Japanese Companies towards Brexit” (Saiken Kanri Jitsumu Kenkyukai), Nov., 2016
Languages
Japanese, English