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Hiroshi Sugiyama

Lawyer / NY, USA

Profile and Expertise

After working in the International Department of the Bank of Japan and studying at a USlaw school he worked in the Tokyo and New York offices (M&A Department) of Davis Polk & Wardwell LLP, a law firm headquartered in New York, USA. He was involved in global capital market transactions, U.S. and Hong Kong stock exchange listings, global M&A transactions, corporate governance-related matters, and international business restructuring transactions.
After that, he moved to Amazon Japan as an in-house counsel, where he was in charge of legal affairs in the Operations (logistics and compliance) business. He lead negotiations with major carriers and the establishment of new delivery methods, as well as overseeing various compliance and customer support-related legal matters.

Since the fall of 2020, he has been serving as a board member and an executive officer of Tokyo Stock Exchange listed companies and advising startup companies on overseas expansion and other business strategies based both in Tokyo and Kyushu. From a perspective that integrates both strategic legal affairs and business administration, he supports corporates and startups in overseas subsidiary management, overseas expansion strategies, corporate governance, M&A, business succession, and alliance strategies. He also serves as a Visiting Professor at Tokai University, where he leads setting up Agri-Science Open Innovation Center in its Kumamoto Campus to enhance collaboration with local businesses and regional governments.

  • Experience
  • Publications
  • Seminars
  • Newsletter
  • ・Cross-border M&A transactions, mainly acquisitions of U.S. companies by Japanese companies, and business combination transactions among Japanese companies from a the U.S. federal securities laws perspective.
     - Acquisition of credit card business by a major Japanese bank from a U.S. financial institution
     - Strategic alliance by a major Japanese pharmaceutical company with a U.S. bio-venture company
     - Acquisition of a U.S. NASDAQ-listed pharmaceutical company by a major Japanese pharmaceutical company
     - Divestiture of an Indian subsidiary of a major Japanese pharmaceutical company
     - Acquisition of a U.S. peer by a major Japanese manufacturer
     - Strategic alliance by a major Japanese life insurance company with a U.S. asset management company
     - A megabank's acquisition of a consumer finance company as a wholly-owned subsidiary
     - Business integration among major Japanese banking groups
     - Business integration among major Japanese energy companies
    ・Advising issuers and underwriters in global offerings by Japanese companies, including drafting offering circulars, negotiating underwriting agreements, and conducting due diligence.
     - Global offerings of various securities (equity, senior debt, preferred securities) by mega banks and their parent companies
     - Global offerings by major manufacturers (private placements in the U.S.)
     - Global offerings of equity and senior debt securities by major banking groups
     - Convertible bond offering by a major manufacturer in the European and Asian markets
    ・Advising Japanese companies regarding disclosure requirements under the U.S. Securities Exchange Act, including ongoing disclosure in annual reports (Form 20-F) and timely disclosure (Form 6-K) for SEC-registered companies.
    ・Filing of a petition for parallel insolvency proceedings under Chapter 15 of the U.S. Bankruptcy Code in a corporate reorganization case involving a Japanese semiconductor company whose plan of corporate reorganization in a Japanese court proceeding was approved for the first time in a U.S. federal bankruptcy proceeding.
    ・Led internal investigation, including interviews with employees, document preservation procedures, and coordinated with client in connection with civil litigation in the U.S. involving alleged violations of the FCPA by a Japanese company.

  • *All are co-authored

    “Registration of Reorganization Transactions on Form F-4 under the U.S. Securities Act” The Commercial Law Review No. 1890 (February 15, 2010)

    “U.S. regulation of short sales in connection with public offerings - Regulation M Rule 105" The Commercial Law Review No. 1934 (June 15, 2011)

    "New Developments in the U.S. Securities Market with the Passage of the JOBS Act" The Commercial Law Review No. 1969 (June 25, 2012)

    “Chapter 15 of the U.S. Federal Bankruptcy Code as a Means of Implementing in the United States a Plan of Corporate Reorganization under Laws outside the United States." NBL No. 1020 (March 15, 2014)

    "Discussion of First-Year Disclosures Under the U.S. Conflict Minerals Regulations." NBL No. 1040 (December 15, 2014)

    "Overview of the U.S. Department of the Treasury and Office of Foreign Assets Control's Economic Sanctions Program : Background to the spate of settlements involving large payments by non-U.S. financial institutions." The Financial and Financial Affairs, February 9, 2015 issue

    “Methods of Reacting to Communication-type Activists – based on the latest trend of global shareholder activism" The Commercial Law Review No. 2058, 2059 (February 6 and 15, 2015)



  • "Practical Theory of Regional Development" Kumamoto University – the 2nd Semester of 2020 / 2021
    "Kumamoto Studies" Prefectural University of Kumamoto – the first Semester of 2021 / 2022
    “Global Strategy from Kumamoto," Kumamoto Startup Night, CIC Tokyo, January 2023
    “The Role and Challenges of Legal Departments in Light of Overseas Expansion and Collaboration with Startups" Kyushu Productivity Center, February 2023.
    “Initiatives from Universities and Startups in Industry-Academia-Government Collaboration and Open Innovation in Kumamoto" Kumamoto Cross Innovation Council, November 2023


2002 Bachelor of Laws, The University of Tokyo
2002-2006 Bank of Japan
2006 LL.M., Columbia Law School2006-2016 Davis Polk & Wardwell LLP
2016-2020 Amazon Japan G.K.
2021- Visiting Professor, Tokai University

Admitted/Professional Experience

    2007 Admitted to the New York Bar
    2015 Admitted as Gaikokuho Jimu Bengoshi (Foreign Lawyer), Dai-ichi Tokyo Bar Association


English, Japanese