Naoki Watanabe


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.


Attorney at Law


Japan (1991)


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



Duke University School of Law (LL.M.)


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


Best Lawyers, Labor and Employment, 2021 and 2022

Legal500, 2015


“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


“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


Japanese, English