KyosukeKatahira

Of Counsel

(T) + 81.3.6800.1838

Kyosuke Katahira's practice focuses on international tax advice for multinational enterprises (MNEs) based primarily in Japan and the United States. Over the past 10 years, Kyosuke has attained extensive experience in different types of cross-border transactions, including M&A, joint ventures, and distribution and licensing agreements.

Kyosuke provides counsel on a wide variety of tax issues arising from both outbound and inbound transactions. In the context of inbound transactions, he advises U.S. or other foreign clients on domestic tax issues in connection with business establishment or restructuring in Japan, as well as various treaty issues arising from cross-border transactions. He also advises Japanese corporations in outbound transactions in terms of Japanese CFC (controlled foreign company) rules and corporate reorganization taxation. Kyosuke's experience extends to representation of clients in tax administrative proceedings and preparing position papers on complicated tax issues.

He also has experience in U.S. tax matters having worked in the Firm's Washington and New York offices, where he acquired deep knowledge in such areas as corporate inversion, reporting under FATCA (Foreign Account Tax Compliance Act) and FBAR (Foreign Bank and Financial Accounts), foreign tax credit "splitter" arrangements, and tax exemption under section 501(c) of the Internal Revenue Code.

In addition to advising on tax issues, Kyosuke provides counsel on corporate legal matters, including cross-border M&A transactions (both inbound and outbound), joint ventures, real estate transactions, and distribution contracts. He also has experience conducting investigations into alleged fraud.

Recently Kyosuke advised an offshore PE fund on the sale of its interest in a Japanese enterprise company. He works with clients in Japanese and English.

Experience

  • Sumitomo Heavy Industries to acquire InvertekJones Day is advising Sumitomo Heavy Industries, Ltd. in the acquisition of the entire issued share capital of Invertek Drives Ltd.
  • PAG Holdings sells minority interest to Blackstone Strategic Capital Holdings FundJones Day represented PAG Holdings Ltd., one of Asia’s largest independent alternative asset managers, in connection with its sale of a minority interest in PAG to the Blackstone Strategic Capital Holdings Fund.
  • Calgon Carbon acquired by Kuraray for $1.3 billionJones Day advised Calgon Carbon Corporation (NYSE:CCC) in its $1.3 billion all-cash acquisition by Kuraray Co., Ltd. (TSE:3405).
  • Norinchukin and MUFG to strengthen and expand retail business allianceJones Day is advising The Norinchukin Bank, the national-level financial institution for agricultural, fishery, and forestry cooperatives in Japan, in reaching an agreement with Mitsubishi UFJ Financial Group (“MUFG”) on an initiative to enhance the business and capital alliance transaction including the consumer finance business.
  • GE Digital acquires IQP CorporationJones Day advised GE Digital in its acquisition of IQP Corporation, a start-up operating in Israel, Japan, and the U.S. that provides a no-code or low-code IoT app builder, with a visual interface available on mobile, tablet, and PC, includes data apps, and is installable on public cloud, private cloud, and on premise.
  • OMRON acquires SentechJones Day advised OMRON Corporation in connection with the ex-Japan aspects of its acquisition of Sentech Co., Ltd., a manufacturer of industrial cameras.
  • PAG Asia Capital sells remaining stake in Universal Studios Japan to Comcast NBCUniversalJones Day acted as lead counsel to PAG Asia Capital Ltd. in the sale of its remaining stake in Universal Studios Japan as part of the ¥254.8 billion (US$2.3 billion) sale of Universal Studios Japan to Comcast NBCUniversal, an owner and operator of world-renowned theme parks.
  • HNA EcoTech Pioneer Acquisition acquires majority stake in Advanced Card Systems Holdings LimitedJones Day advised HNA EcoTech Pioneer Acquisition, an indirect subsidiary of HNA EcoTech Group Co., Ltd., in its acquisition of a 61.39 percent stake in Advanced Card System Holdings Limited ("ACS") for HK$521.8 million (US$67.3 million) and a subsequent mandatory unconditional cash offer of HK$328.2 million (US$42.3 million) to acquire all remaining shares.
  • Altium completes merger with GCA Savvian to create leading global investment bank GCAJones Day advised Altium, a leading international mid-market financial advisory group, in a merger with GCA Savvian Corporation, a premier global investment bank listed on the Tokyo Stock Exchange, to form GCA, a leading independent international investment bank focused on growth companies with an extensive global network, cross-border capability, and track record of industry-shaping transactions.
  • Atlas Holdings completes first phase of purchase of NCR Corporation's Interactive Printer Solutions DivisionJones Day represented affiliates of Atlas Holdings, LLC in its acquisition of the Interactive Printer Solutions ("IPS") division of NCR Corporation.
  • Athersys licenses regenerative medicine therapy to Healios for treatment of stroke in JapanJones Day acted as intellectual property and tax counsel in the collaboration of Athersys, Inc. and Healios for the development and commercialization of novel stem cell therapy treatments, using Athersys' MultiStem cell.
  • The Asahi Shimbun and Takenaka Corporation reach agreement with Hilton for "Conrad Osaka" brand at high-rise hotel in Nakanoshima, OsakaJones Day provided legal advice to The Asahi Shimbun and Takenaka Corporation in reaching an agreement with Hilton Worldwide for operation of a hotel under luxury brand "Conrad Osaka" at a high-rise building under construction in Nakanoshima, Osaka, Japan.
  • Athersys licenses stem cell therapy to ChugaiJones Day advised Athersys, Inc. as licensor, in connection with its collaboration with Chugai Pharmaceutical Co. to further develop and commercialize Athersys' proprietary MULTISTEM stem cell therapy in Japan for the treatment of ischemic stroke.
  • RHJ International sells 100% equity interest in Phoenix Resort to Sega SammyJones Day advised RHJ International SA in connection with its sale of its 100% equity interest in Phoenix Resort K.K., a multi-faceted hotel, resort, and conference complex, to Sega Sammy Inc., a Japanese listed corporation.
  • RHJ International sells its 77.9% ownership of Niles Co. to Valeo for ¥15.4 billion (€135 million)Jones Day advised RHJ International SA in its sale of its 77.9% interest in Niles Co., Ltd., a Japanese auto parts manufacturer, to Valeo SA, a worldwide leader in the interior controls market, for a total cash consideration of ¥15.4 billion (€135 million).
  • American Airlines secures alliance with Japan AirlinesJones Day represented American Airlines, Inc. before antitrust and regulatory agencies in Asia and the U.S. in a successful global effort to retain its multi-year joint business agreement with Japan Airlines, under which JAL will remain within the oneworld alliance.
  • Major Japanese energy company invests in solar energy business in U.S.Jones Day advised a major Japanese energy company in its investments in solar energy business in the U.S.
  • European financial firm involved in restructuring and recapitalization of its Japan auto parts maker subsidiaryJones Day advised a European financial firm in the restructuring and recapitalization of its Japan auto parts maker subsidiary including a joint venture arrangement with a new investor.
  • Financial institution obtains advice concerning early termination of ISDA Master AgreementJones Day advised a financial institution in connection with the automatic early termination of an ISDA Master Agreement.
  • RHJ International forms joint venture with Mitsubishi Corporation to provide IT consulting servicesJones Day advised RHJ International SA in the negotiation of a joint venture in Japan with Mitsubishi Corporation to provide IT consulting services.
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