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Daisuke Shimodaira is a senior associate in King & Spalding’s Global Transactions practice and is based in the firm’s Tokyo office.  He specializes in M&A, international project finance in energy sector, corporate law (including corporate law, commercial contracts, anti-trust law and employment).

He has advised Japanese and international clients in relation to cross-border M&A and project finance transactions.

He was seconded to Legal Department of JERA Co., Inc. on a full-time basis from December 2018 to April 2020 and supported their business units in relation to renewable power projects and M&A transactions both in Japanese and abroad.

He was also seconded to Japan Petroleum Exploration Co., Ltd. (JAPEX) on a part-time basis from November 2021 to January 2021 and supported their business team in relation to their first LNG terminal project in Vietnam.

Daisuke is qualified as a Japanese lawyer (bengoshi).  He is a member of Dai-ichi Tokyo Bar Association of Japan.  He is fluent in both Japanese and English.

Credentials

J.D., Keio University

Japan

Dai-ichi Tokyo Bar Association

English

Japanese

Mandarin Chinese

Matters

Project Financing Experience

JBIC and Asian Development Bank (ADB) on the debt financing for the US$1.5 billion, 2,500MW Gulf SRC Power Project (ongoing) in Thailand.

European entertainment company (as Sponsor) on the project financing for an amusement park in Japan.

Japanese major commercial bank in relation to global ship financing transactions from Japanese law perspective.

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Matters

Project Financing Experience

JBIC and Asian Development Bank (ADB) on the debt financing for the US$1.5 billion, 2,500MW Gulf SRC Power Project (ongoing) in Thailand.

European entertainment company (as Sponsor) on the project financing for an amusement park in Japan.

Japanese major commercial bank in relation to global ship financing transactions from Japanese law perspective.

FPSO Project Development and Finance

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Cernambi Sul MV24 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the TEN MV 25 FPSO, including JBIC finance in Ghana.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Cernambi Norte MV 26 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Carioca MV27 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Tartaruga MV29 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd., Mitsui E&S Holdings Co., Ltd. and Marubeni Corporation on the bid for development and project financing of the SEPIA MV30 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd., Mitsui E&S Holdings Co., Ltd. and Marubeni Corporation on the bid for development and project financing of the Libra MV31 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the MV32 BUZIOS5 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the MV33 MARLIM1 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., and Mitsui O.S.K Lines, Ltd. on the development and project financing of the MV34 ENI MEXICO FPSO transaction in Mexico.

Renewables/Other Projects:

INFLUX INC on drafting, reviewing and negotiation of commercial documents in relation to its development of offshore wind power projects in Japan as well as assisting on interpretation of Japanese-language bid documents and instructions for their preparation of their bidding on future auctions in Japan.

JERA Co., Inc. in relation to the investment and development of off-shore wind power projects (Formosa I, II and III) (respectively 128-MV, 376-MW and 1.9-GW) in Taiwan.

JERA Co., Inc. in relation to development of off-shore wind power projects on various potential sites in Japan, including review of commercial contracts and negotiation with stakeholders at relevant sites and Japanese law advice on the New Offshore Use Act for Offshore Wind Project of Japan.

JERA Co., Inc. in relation to the development of an off-shore wind power project in India.

JERA Co., Inc. in relation to commercial contracts with (potential) partners in relation to various (potential) renewable energy/battery/hydrogen projects.

JERA Co., Inc. in relation to bids on battery projects in the U.S.

Japanese technology research institution in relation to the feasibility study of their contemplated overseas hydrogen project.

Japanese major trading company in relation to local law research for an infrastructure project in Turkey.

Japanese mining company in relation to JV mining project in Fiji.

Japanese major commercial bank in relation to two research projects for study on legal framework and banking practices regarding debt protection in Malaysia and Hong Kong.

Japanese listed construction company in relation to legal research project for compliance of local subsidiaries in Vietnam, PRC and Taiwan.

M&A

JERA Co., Inc. in relation to acquisition of certain stake in Summit Power International Limited.

JERA Co., Inc. in relation to acquisition of certain stake in Aboitiz Power Corporation, a listed major energy company in the Philippines.

TEPCO Renewable Power, Incorporated in relation to acquisition of certain stake in a hydropower company holding several hydropower plant assets in Indonesia.

TEPCO Renewable Power, Incorporated in relation to acquisition of certain stake in JSC Dariali Energy, a hydropower company in Georgia.

Japan Petroleum Exploration Co., Ltd. (JAPEX) in relation to acquisition of certain stake in ITECO Joint Stock Company, an LNG terminal business operator in Vietnam.

US private equity firm in relation to acquisition of data centers from an international telecommunication company, including a legal due diligence on the target’s Japanese subsidiary and legal advice on relevant Japanese regulatory issues and asset transfer agreement.

Private Equity Fund in relation to acquisition of logistics supply chain and warehouse business from an international logistics company, including a legal due diligence on the target’s Japanese subsidiary and legal advice on relevant Japanese regulatory issues and share purchase agreement, closing support and post-closing support.

US chemical equipment manufacturer on legal due diligence of its Japanese branch in connection with the acquisitions of the company in the same industry and legal advice on relevant Japanese regulation laws and share transfer agreement.

Japanese major shipbuilding and engineering company in relation to local regulatory issues related to local subsidiaries and joint ventures as well as project documentation and preparation of shareholders agreement and business transfer agreement for a facility located in offshore Africa.

An international special chemical company in relation to demerger of its Japanese subsidiaries including documentation required under Japanese law.

Japanese construction company in relation to acquisition of a Japanese company, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese precision instruments manufacturer in relation to acquisition of its Swiss and German affiliates, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese listed film manufacturer in relation to acquisition of a U.K. company, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese listed food manufacturer in relation to merger and demerger of its subsidiaries, including legal analysis and documentation required therefor.

Japanese listed apparel company in relation to acquisition of a foreign corporation including legal due diligence and transactional documentation.

Several international companies in relation to legal due diligence on targets in Japan and support on documentation including share purchase agreements and shareholders agreement, etc.

An U.S. bio-based company in relation to its Japanese subsidiary's merger with a Japanese private company.

Other Finance Experience

General Electric Company in relation to their filings with competent local finance bureau of Japan for their employee incentive schemes.

NEC Corporation on the JGA (Japan-Guam-Australia Cable System) and the HKG (Hong Kong Guam Cable System) in relation to legal issues related to the existing finance documents and correspondences regarding the same with the lender.

An international business process outsourcing company on the issuance of depositary interests in connection with the AIM listing of a Japanese private company.

Japanese and foreign commercial lenders from Japanese law perspective in relation to creation of security by a Japanese subsidiary for a global acquisition finance transaction.

European leading financial institution in relation to investigation for IPO project (including assistance with due diligence interviews in Japan and documentation).

International financial institutions in relation to filings with the Japanese FSA for Collateralized Loan Obligations transactions.

Corporate

General Motors Co on Japanese regulatory issues.

U.S. major oil and gas exploration company on Japanese employment law issues in relation to secondment and provision of labor services in Japan and documentation of relevant contracts.

JERA Co., Inc. in relation to competition law issues applicable to their renewable power development team.

JERA Co., Inc. in relation to formulation of a guideline to address competition law issues in relation to communication with their shareholders (TEPCO and Chubu).

U.S. major oil and gas exploration company on Japanese employment law issues in relation to secondment and provision of labor services in Japan and documentation of relevant contracts.

major international oil company on Japanese competition law issues in relation to LNG sale and purchase agreements.

Brazilian meat manufacturer in relation to preparation of intercompany distribution agreement (in coordination with EY Tax Co.) and researched legal procedures required for import of meat and meat products.

Japanese animation production company in relation to legal research and preparation of memorandum analyzing legal issues related to cross-border intercompany loans.

Korean food manufacturer in relation to legal analysis of a group company restructuring and documentation required for relevant Japanese subsidiaries.

An Indian IT company in relation to legal due diligence and research for its Japanese subsidiary and preparation of relevant legal documents required under Japanese law.

Japanese listed real estate company in relation to liquidation of its U.K. subsidiary (both preliminary legal research and implementation).

Japanese listed music instrument manufacturer in relation to review and revision of internal rules.

Japanese major commercial bank in connection with general corporate matters and regulatory issues.

foreign company on its closure of Japanese branch and deregistration of license under Japanese securities law.

Various international companies in relation to establishment of their subsidiaries in Japan and relevant general corporate matters.

Several international companies in relation to legal due diligence for potential M&A deals.

subsidiary of a major European automobile company in connection with its acquisition of money lending business license.

Japanese listed company in connection with legal procedures for acquisition of a foreign company.

Japanese listed construction machinery manufacturer in relation to preparation of cross-border secondment agreement, etc. for overseas machinery operators.

multinational complex conglomerate company in relation to legal analysis and preparation of a memorandum regarding labor and social insurance issues related to certain employee in its presence in Japan.

Singaporean government agency’s office in Japan in relation to labor related due diligence and advised the same in relation to subsequent labor law issues.

Japanese private company in relation to restructuring of its group companies (including disclosure requirements under Japanese law).

Various foreign/Japanese companies in relation to general corporate matters including corporate secretarial work, translation of legal documents, and review of commercial contracts.

Disputes/Fraud Investigation

Xerox Corporation in relation to a dispute with FUJIFILM Holdings Corporation from a Japanese law perspective.

Japanese major commercial bank in relation to investigation on alleged manipulation of TIBOR.

U.S. listed boutique retailer in relation to fraud investigation and subsequent remuneration process (including assistance of on-site inventory count procedures in stores/boutiques in Japan).

major US-based financial institution in relation to investigation on foreign exchange rate manipulation.

Japanese major commercial bank in relation to a class action in the U.S.

Japanese subsidiary of a European company in relation to the litigation filed by an ex-employee.

Japanese private company in relation to medication in court on disputes with the lessee of its property.

Matters

Project Financing Experience

JBIC and Asian Development Bank (ADB) on the debt financing for the US$1.5 billion, 2,500MW Gulf SRC Power Project (ongoing) in Thailand.

European entertainment company (as Sponsor) on the project financing for an amusement park in Japan.

Japanese major commercial bank in relation to global ship financing transactions from Japanese law perspective.

See more
Icon close

Close

Matters

Project Financing Experience

JBIC and Asian Development Bank (ADB) on the debt financing for the US$1.5 billion, 2,500MW Gulf SRC Power Project (ongoing) in Thailand.

European entertainment company (as Sponsor) on the project financing for an amusement park in Japan.

Japanese major commercial bank in relation to global ship financing transactions from Japanese law perspective.

FPSO Project Development and Finance

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Cernambi Sul MV24 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the TEN MV 25 FPSO, including JBIC finance in Ghana.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Cernambi Norte MV 26 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Carioca MV27 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc.Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the Tartaruga MV29 FPSO, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd., Mitsui E&S Holdings Co., Ltd. and Marubeni Corporation on the bid for development and project financing of the SEPIA MV30 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd.MODEC, Inc.Mitsui O.S.K Lines, Ltd., Mitsui E&S Holdings Co., Ltd. and Marubeni Corporation on the bid for development and project financing of the Libra MV31 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the MV32 BUZIOS5 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., Mitsui O.S.K Lines, Ltd. and Marubeni Corporation on the development and project financing of the MV33 MARLIM1 FPSO transaction, including JBIC finance, in Brazil.

Mitsui & Co., Ltd., MODEC, Inc., and Mitsui O.S.K Lines, Ltd. on the development and project financing of the MV34 ENI MEXICO FPSO transaction in Mexico.

Renewables/Other Projects:

INFLUX INC on drafting, reviewing and negotiation of commercial documents in relation to its development of offshore wind power projects in Japan as well as assisting on interpretation of Japanese-language bid documents and instructions for their preparation of their bidding on future auctions in Japan.

JERA Co., Inc. in relation to the investment and development of off-shore wind power projects (Formosa I, II and III) (respectively 128-MV, 376-MW and 1.9-GW) in Taiwan.

JERA Co., Inc. in relation to development of off-shore wind power projects on various potential sites in Japan, including review of commercial contracts and negotiation with stakeholders at relevant sites and Japanese law advice on the New Offshore Use Act for Offshore Wind Project of Japan.

JERA Co., Inc. in relation to the development of an off-shore wind power project in India.

JERA Co., Inc. in relation to commercial contracts with (potential) partners in relation to various (potential) renewable energy/battery/hydrogen projects.

JERA Co., Inc. in relation to bids on battery projects in the U.S.

Japanese technology research institution in relation to the feasibility study of their contemplated overseas hydrogen project.

Japanese major trading company in relation to local law research for an infrastructure project in Turkey.

Japanese mining company in relation to JV mining project in Fiji.

Japanese major commercial bank in relation to two research projects for study on legal framework and banking practices regarding debt protection in Malaysia and Hong Kong.

Japanese listed construction company in relation to legal research project for compliance of local subsidiaries in Vietnam, PRC and Taiwan.

M&A

JERA Co., Inc. in relation to acquisition of certain stake in Summit Power International Limited.

JERA Co., Inc. in relation to acquisition of certain stake in Aboitiz Power Corporation, a listed major energy company in the Philippines.

TEPCO Renewable Power, Incorporated in relation to acquisition of certain stake in a hydropower company holding several hydropower plant assets in Indonesia.

TEPCO Renewable Power, Incorporated in relation to acquisition of certain stake in JSC Dariali Energy, a hydropower company in Georgia.

Japan Petroleum Exploration Co., Ltd. (JAPEX) in relation to acquisition of certain stake in ITECO Joint Stock Company, an LNG terminal business operator in Vietnam.

US private equity firm in relation to acquisition of data centers from an international telecommunication company, including a legal due diligence on the target’s Japanese subsidiary and legal advice on relevant Japanese regulatory issues and asset transfer agreement.

Private Equity Fund in relation to acquisition of logistics supply chain and warehouse business from an international logistics company, including a legal due diligence on the target’s Japanese subsidiary and legal advice on relevant Japanese regulatory issues and share purchase agreement, closing support and post-closing support.

US chemical equipment manufacturer on legal due diligence of its Japanese branch in connection with the acquisitions of the company in the same industry and legal advice on relevant Japanese regulation laws and share transfer agreement.

Japanese major shipbuilding and engineering company in relation to local regulatory issues related to local subsidiaries and joint ventures as well as project documentation and preparation of shareholders agreement and business transfer agreement for a facility located in offshore Africa.

An international special chemical company in relation to demerger of its Japanese subsidiaries including documentation required under Japanese law.

Japanese construction company in relation to acquisition of a Japanese company, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese precision instruments manufacturer in relation to acquisition of its Swiss and German affiliates, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese listed film manufacturer in relation to acquisition of a U.K. company, including legal due diligence, negotiation and execution of share purchase agreement and closing support.

Japanese listed food manufacturer in relation to merger and demerger of its subsidiaries, including legal analysis and documentation required therefor.

Japanese listed apparel company in relation to acquisition of a foreign corporation including legal due diligence and transactional documentation.

Several international companies in relation to legal due diligence on targets in Japan and support on documentation including share purchase agreements and shareholders agreement, etc.

An U.S. bio-based company in relation to its Japanese subsidiary's merger with a Japanese private company.

Other Finance Experience

General Electric Company in relation to their filings with competent local finance bureau of Japan for their employee incentive schemes.

NEC Corporation on the JGA (Japan-Guam-Australia Cable System) and the HKG (Hong Kong Guam Cable System) in relation to legal issues related to the existing finance documents and correspondences regarding the same with the lender.

An international business process outsourcing company on the issuance of depositary interests in connection with the AIM listing of a Japanese private company.

Japanese and foreign commercial lenders from Japanese law perspective in relation to creation of security by a Japanese subsidiary for a global acquisition finance transaction.

European leading financial institution in relation to investigation for IPO project (including assistance with due diligence interviews in Japan and documentation).

International financial institutions in relation to filings with the Japanese FSA for Collateralized Loan Obligations transactions.

Corporate

General Motors Co on Japanese regulatory issues.

U.S. major oil and gas exploration company on Japanese employment law issues in relation to secondment and provision of labor services in Japan and documentation of relevant contracts.

JERA Co., Inc. in relation to competition law issues applicable to their renewable power development team.

JERA Co., Inc. in relation to formulation of a guideline to address competition law issues in relation to communication with their shareholders (TEPCO and Chubu).

U.S. major oil and gas exploration company on Japanese employment law issues in relation to secondment and provision of labor services in Japan and documentation of relevant contracts.

major international oil company on Japanese competition law issues in relation to LNG sale and purchase agreements.

Brazilian meat manufacturer in relation to preparation of intercompany distribution agreement (in coordination with EY Tax Co.) and researched legal procedures required for import of meat and meat products.

Japanese animation production company in relation to legal research and preparation of memorandum analyzing legal issues related to cross-border intercompany loans.

Korean food manufacturer in relation to legal analysis of a group company restructuring and documentation required for relevant Japanese subsidiaries.

An Indian IT company in relation to legal due diligence and research for its Japanese subsidiary and preparation of relevant legal documents required under Japanese law.

Japanese listed real estate company in relation to liquidation of its U.K. subsidiary (both preliminary legal research and implementation).

Japanese listed music instrument manufacturer in relation to review and revision of internal rules.

Japanese major commercial bank in connection with general corporate matters and regulatory issues.

foreign company on its closure of Japanese branch and deregistration of license under Japanese securities law.

Various international companies in relation to establishment of their subsidiaries in Japan and relevant general corporate matters.

Several international companies in relation to legal due diligence for potential M&A deals.

subsidiary of a major European automobile company in connection with its acquisition of money lending business license.

Japanese listed company in connection with legal procedures for acquisition of a foreign company.

Japanese listed construction machinery manufacturer in relation to preparation of cross-border secondment agreement, etc. for overseas machinery operators.

multinational complex conglomerate company in relation to legal analysis and preparation of a memorandum regarding labor and social insurance issues related to certain employee in its presence in Japan.

Singaporean government agency’s office in Japan in relation to labor related due diligence and advised the same in relation to subsequent labor law issues.

Japanese private company in relation to restructuring of its group companies (including disclosure requirements under Japanese law).

Various foreign/Japanese companies in relation to general corporate matters including corporate secretarial work, translation of legal documents, and review of commercial contracts.

Disputes/Fraud Investigation

Xerox Corporation in relation to a dispute with FUJIFILM Holdings Corporation from a Japanese law perspective.

Japanese major commercial bank in relation to investigation on alleged manipulation of TIBOR.

U.S. listed boutique retailer in relation to fraud investigation and subsequent remuneration process (including assistance of on-site inventory count procedures in stores/boutiques in Japan).

major US-based financial institution in relation to investigation on foreign exchange rate manipulation.

Japanese major commercial bank in relation to a class action in the U.S.

Japanese subsidiary of a European company in relation to the litigation filed by an ex-employee.

Japanese private company in relation to medication in court on disputes with the lessee of its property.

Credentials

J.D., Keio University

Japan

Dai-ichi Tokyo Bar Association

English

Japanese

Mandarin Chinese