Corporate Commercial Advice

Our corporate and transactional lawyers regularly advise on the full range of corporate, compliance, and regulatory issues.

Our team of experts undertake a wide range of corporate work, including:

  • Acting in all aspects of mergers and acquisitions
  • Drafting and structuring franchise agreements;
  • Negotiating and drafting shareholder / partnership / joint venture agreements
  • Reviewing and formulating anti-corruption policies
  • Advising companies on data protection and privacy
  • Advising companies on regulatory and compliance issues
  • Advising startups

We are advisors to both MNCs and SMEs, who trust us to provide good counsel and find effective solutions.

Our Specialists

Tetsuo Kurita

Lim Ker Sheon

Zeng Hanyi

Tomoyoshi Ina

Hiroyuki Masuda

Yohei Shigihara

Kazutaka Mori

Our People

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Tetsuo Kurita

Counsel

Tetsuo Kurita started his career at one of the biggest law firms in Japan, Mori Hamada & Matsumoto. After spending seven years at Mori Hamada & Matsumoto, he joined Rajah & Tann in Singapore as a partner. He then moved to Baker & Mckenzie in 2013 and established the “Asia Focus Team”.

Mr. Kurita assists clients from Japan, USA and other jurisdictions, investing most of his time in the Southeast Asian Region on various dispute resolution and M&A matters.

Mr. Kurita’s practice focuses on advising companies with various legal issues related to cross-border activities concerning business expansions in Southeast Asia, including but not limited to arbitration and M&A.

Mr. Kurita has extensive experience in the field of arbitration in Singapore and other jurisdictions and his background as a case managing officer at the Singapore International Arbitration Centre (SIAC) has proven invaluable when handling a number of cross-border litigation and international arbitration matters.

日本の大手法律事務所(森・濱田法律事務所)に約7年間勤務後、シンガポールの大手法律事務所(Rajah & Tan法律事務所)にパートナー弁護士として勤務。その後、ベーカー&マッケンジー法律事務所アジアフォーカスチームのヘッドを約3年間務めた。

シンガポールを中心にクロスボーダーのアジア法務全般(M&A、国際商事仲裁等の紛争解決等)のアドバイスを提供している。2014年、日本法弁護士として初めてシンガポール司法試験に合格し、シンガポール法のアドバイスも提供している。日本人弁護士として初めてシンガポール国際仲裁センター(SIAC)においてケースマネージングオフィサーとして勤務した経験を生かし、数多くのアジア・クロスボーダーのM&A案件、国際商事仲裁案件(SIAC、ICC、KLRCA、およびBANI等)などを取り扱っている。

また、国際税務の知識をもとに、シンガポールの統括会社設置、アジア全域の子会社再編などについてのアドバイスも提供している。

Areas of Practice

Commercial Disputes & Litigation

International Commercial Arbitration

Corporate Commercial Advice

Employment Law

Business Formation & Management

Japan Desk

Admissions

Japan Federal Bar Association

Dai-ni Tokyo Bar Association

New York Bar Association

Foreign Practitioner Certificate for Foreign Lawyer to practice both Singapore law and Foreign law in Singapore (Section 36B)

Lim Ker Sheon

Director

Ker Sheon is a Director of the firm and heads our Construction Practice. He also has vast experience in commercial disputes. Ker Sheon is also well versed in general corporate work and M&As (mergers & acquisitions) and franchising, particularly in the areas of Education, Construction, IT and Infocomm.

Ker Sheon is a vastly experienced litigator with deep experience at all levels of the Singapore Courts, including the Court of Appeal. He also regularly acts as counsel in arbitration proceedings at the SIAC as well as under the SIA regime.

For construction disputes, Ker Sheon has acted as lead counsel in numerous published decisions, both in court litigation and arbitration, and under the Building and Construction Industry (Security of Payments) Act regime. His particular expertise is in the areas of (i) time-delay analysis with acceleration and prolongation claims, as well as claims for acts of prevention and disruption, and (ii) complex issues of contractual interpretation of construction contracts involving VOs, defects and claims processes. Most recently in 2020, Ker Sheon successfully defeated a S$55 million claim by a main contractor against a sub-contractor for liquidated damages for much delayed projects, and successfully counter-claimed and was awarded about S$10 million out of a S$12 million claim for unpaid sums, prolongation and acceleration loss & expenses. Ker Sheon has also acted to defend construction clients in criminal court, primarily for fatal industrial accidents, and arising from damage to underground cables and pipes.

For commercial disputes, Ker Sheon has acted as lead counsel in many notable cases in the High Court and Court of Appeal, including (i) successfully lifting the corporate veil against an individual hiding behind a BVI company; (ii) successfully claiming a return of shares despite allegedly signed Share Transfer Forms; (iii) successfully defending clients against claims under Trust Law in several different matters, and (iv) in various different matters, successfully claiming against directors or partners in actions for accounts and breaches of fiduciary duties.

Ker Sheon is also very experienced in advising on corporate and commercial work, particularly with drafting contracts and advising on mergers and acquisitions. Ker Sheon had a 2 year stint away from legal practice where he helped start up a software development and distribution company in China and Singapore. This experience helps him bring a practical and creative perspective to finding solutions for clients’ needs. While his clients come from many different fields and industries, he is particularly involved in the fields of education, construction, IT and Infocomm.

Ker Sheon’s work in Construction and Commercial Disputes has been recognized in international guides to leading litigation lawyers. Ker Sheon helps teach Part B of the Singapore Bar Examinations. Ker Sheon also used to be an adjunct law lecturer at PSB Academy for their University of Newcastle, Australia undergraduate programme. Ker Sheon remains a frequent speaker on the seminar circuit, particularly in the areas of Contract Law and Construction Law. Ker Sheon serves as office-holder in various charities, and has also served in various sub-committees of the Law Society of Singapore.

Areas of Practice

Construction Litigation & Arbitration

Commercial Disputes & Litigation

Mergers & Acquisitions

Corporate & Commercial Law

Qualifications

LL.B. National University of Singapore

Admissions

Advocate & Solicitor, Supreme Court of Singapore

Zeng Hanyi

Associate Director

Hanyi was called to the Singapore Bar in 2015 – but was immediately thrown into the commercial world where he worked for one of the largest international companies in the oil and gas industry. There, he saw the inner workings of the business, from sealing revenue opportunities to cutting cost centres, all the while honing his eye for and imagination of practical legal solutions. Upon returning to legal practice, Hanyi continued and continues to hone that commercial appreciation and versatility in his work.

In respect of commercial dispute resolution, litigation and arbitration matters, he has done work in complex construction arbitrations in India and Singapore; Security of Payment Act adjudications; disputes with total sums amounting to S$67 million in the Singapore High Court; cross-border stay of proceedings and injunctive interlocutory applications; as well as probate, tax and criminal matters. Hanyi has often helped clients fight to settle, has already accrued much experience in SMC mediations, and has even had multiple cross-border pre-suit negotiations in Houston and Brunei.

In respect of general corporate and advisory work, he has assisted clients with various forms of mergers & acquisitions (including due diligence, and sale and purchase agreements for shares or business units); consortium or joint venture agreements; and settlement agreements.

Areas of Practice

Construction Litigation & Arbitration

Commercial Litigation & Arbitration

Mergers & Acquisitions

Corporate & Commercial Work

Qualifications

LL.B. National University of Singapore

Admissions

Advocate & Solicitor, Supreme Court of Singapore

Tomoyoshi Ina

Senior Associate

Ina graduated from Kyoto University with a Bachelor of Law degree in Kyoto and subsequently from the National University of Singapore with a Master of Laws (Specialization: Asian Legal Studies) in Singapore. Ina is called to the Japan bar and is a member of Japan Federation of Bar Association and Tokyo Bar Association. Prior to joining the firm, he had been appointed the Chief Officer in Shanghai Representative Office of a Japanese law firm.

Ina practises general corporate law, including foreign direct investment, M&A, and labour matters. He has conducted many M&A transactions in Japan, China and Southeast Asian countries, including Singapore and Malaysia. He has supported whole procedures of restructuring of employees, including negotiation with employees and problems regarding dissolution and liquidation in China.

He has also authored and co-authored many articles on Japanese law and Chinese business law published by the Japanese Institute of International Business Law and other professional magazines.

He is fluent in English, Chinese (Mandarin) and Japanese.

弁護士登録後、日本における対中国クロスボーダー投資案件を主要業務とするブティック型法律事務所(弁護士法人キャスト糸賀及び弁護士法人キャスト)にて合計約8年間勤務。同所入所直後より主に中国案件に関与し、上海所在の律師(弁護士)事務所における研修等を経て、2010年より上海事務所に常駐。2013年より同所首席代表弁護士として勤務。

同所在職中は、一貫して主に日系クライアントに対する対中国・アジア進出、企業再編(50件以上のM&Aを含む。)、撤退案件全般に関する各種法的アドバイスの提供のほか、各種案件に伴う労務問題の処理、税関問題の処理、債権回収案件への対応等を、主に中国律師との協働により行う。

2015年、同所を退職後、シンガポール国立大学法学部大学院(LL.M.)へ留学。2016年、同大学院を卒業(Master’s Degreeを取得)。

Areas of Practice

Commercial Disputes & Litigation

Corporate Commercial Advice

Employment Law

Japan Desk

Qualifications

LL.M. National University of Singapore

Bachelor of Law, Kyoto University

Hiroyuki Masuda

Associate

Hiroyuki Masuda graduated from Doshisha University with a Bachelor of Law degree and subsequently Kyushu University with a Juris Doctor degree. He was called to the Japan bar in 2011.

Masuda started his career at one of the biggest pharmaceutical companies in Japan, Shionogi & Co., Ltd., as an in-house counsel, where he assisted in various kinds of corporate and commercial transactions in pharmaceutical industries and international M&A transactions.

Thereafter he joined Asunaro Law Office which is well known in the Osaka area for legal support for SMEs with a wealth of expertise in M&A and corporate restructuring. At Asunaro, he advised various companies in a wide range of industries in all aspects of the M&A process, including transaction structure planning, undertaking and managing due diligence, and drafting and negotiating all relevant documentation and execution. He also advised and represented various corporate clients in lawsuits on diverse issues arising out of disputes in relation to corporate alliance such as conflicts on the control of corporations in Japan.

Throughout his career, Masuda has extensive experience in offering a comprehensive range of law services covering corporate and commercial transactions and corporate alliance activities from large-scale or public listed companies to SMEs in Japan and overseas.

Drawing on his experience, Masuda focuses on advising companies in their activities regarding corporate alliance or collaboration by or through M&A, investment, making a business partnership and establishing JV in ASEAN countries.

弁護士登録後、日本の大手製薬企業法務部に勤め、日本国内外の契約法務を中心に、クロスボーダーのM&A、ライセンス契約その他企業提携関係(資本提携・業務提携含む)構築のための契約交渉その他の業務及び提携関係構築後の対応業務等に従事する。

その後、大阪にある事業再生・事業承継・M&Aを専門とする法律事務所に勤務し、契約法務・労務・総務等の一般企業法務業務のほか、事業再生・M&Aアドバイザリー業務、会社組織や株式・事業の譲渡等に関連して生じた紛争・訴訟の対応も数多く行う。

上記のような企業提携の構築からその後のフォロー、提携関係において紛争が発生した場合の対応、事業が行き詰った場合の対応といった会社のライフサイクルに沿った一連の業務の経験を活かし、ASEAN地域における企業提携に関わる業務やこれに関連する紛争対応を中心にアドバイスを提供している。

Areas of Practice

Corporate Commercial Advice

Employment Law

Japan Desk

Qualifications

Bachelor of Laws, Doshisha University

JD, Kyushu University

Admissions

Japan Federal Bar Association and Dai-ni Tokyo Bar Association

Ministry of Law – Certificate for Foreign Lawyer to Practice Foreign Law in Singapore

Yohei Shigihara

Senior Associate

Yohei Shigihara was registered as a Japanese lawyer in 2015 and worked at a Japanese law firm in Tokyo for seven years, specializing mainly in M&A and business-related legal affairs.

He provides strategic legal advice and deals with litigations in relation to Japanese laws, engages in legal affairs across throughout Asia, and advises on cross-border M&A, entering, developing and managing a business in Asia, including Japan, China, Hong Kong and Southeast Asia.

He holds the license of the First class boat operator, registered himself as Maritime Counselor, handles a marine accident, provides continuous advice on marine advice, and responds to the authorities.

弁護士登録後、M&Aやビジネス法務を主要業務とする東京の法律事務所等にて合計約7年間弁護士として勤務。

日本法に関する戦略的な法務アドバイス、訴訟対応、日本、中国、香港、東南アジア等のアジア全域の法務に従事し、クロスボーダーM&Aやアジア進出・展開・統括に関するアドバイスを提供している。

小型船舶1級免許を保持し、海事補佐人として登録し、海難事故対応、海事ビジネスに対する継続的なアドバイス、当局との対応等を行なっている。

Areas of Practice

Corporate Commercial Advice

Commercial Disputes & Litigation

Maritime Law

Employment Law

Japan Desk

Qualifications

Bachelor of International College of Arts and Sciences, Yokohama City University

JD, Hitotsubashi University

Maritime Counselor

License of First class boat operator

Admissions

Japan Federal Bar Association

Tokyo Bar Association

Foreign Practitioner Certificate for Foreign Lawyer to practice foreign law in Singapore (Section 36C)

Kazutaka Mori

Business Development Manager

Kazutaka Mori was registered as a Japanese lawyer in 2010 and worked at a Japanese law firm whose main business is M & A and overseas advancement support. After that, Mr. Mori worked at the Singapore office of Global Law Farm (Eversheds) from 2017 to 2018.

Mr. Mori is engaged in Asian legal affairs, mainly in Singapore, and provides legal services to support cross-border transactions, advance to Asia and business development.

Recently, advisory work related to advanced business such as FinTech is rapidly increasing. In particular, Mr. Mori provides services such as support for the establishment of a crypto currency exchanges in ASEAN countries, building business model based on regulations of each country, review of white paper, and preparation of legal opinion on ICO or STO.

弁護士登録後、M&Aやビジネス法務を主要業務とする大阪の法律事務所(弁護士法人Mercury General)等にて合計約6年間勤務後、英国を本拠地とする大手グローバルローファーム(Eversheds)のシンガポールオフィスにジャパンデスク責任者として常駐。

シンガポールを中心にアジア法務に従事し、クロスボーダーM&Aやアジア進出・展開・統括に関するリーガルサービスを提供している。

近年は、フィンテック等最先端ビジネス関連のアドバイザリー業務の比重が増えている。とりわけアジアにおける仮想通貨関連の依頼が多く、ASEAN各国の仮想通貨交換所の設立に関する規制アドバイス・当局との対応業務、ICOやSTOを行うに際して、各国の規制を踏まえたストラクチャリング、ホワイト・ペーパーのレビュー、利用規約等各種必要書類の各国準拠法に基づいたドラフト、リーガルオピニオンの作成などの業務を提供している。

Areas of Practice

Cryptocurrency, Blockchain and ICO

Corporate Commercial Advice

Japan Desk

Qualifications

Bachelor of Law, Kobe City University

J.D. Osaka City University

Get in touch with us!

We’d love to help you out for whatever you need.
Just drop us a line and we’ll get back to you.

Get in touch with us

We’d love to help you out for whatever you need. Just drop us a line and we’ll get back to you.

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