Tokyo OfficeOpened in 1987, Skadden’s Tokyo office was the firm’s first internationaloffice. We operate as a gaikokuho kyodo jigyo (foreign law jointenterprise) with bengoshi who are licensed to practice law and appear inJapanese courts, advising on a wide range of matters involving domestic
and international clients.

Our Tokyo office has extensive experience representing a broad
spectrum of Japanese, U.S., European and other international clientsin highly diverse and complex cross-border transactions involving
global markets. These transactions include mergers, acquisitions andjoint ventures; capital markets and structured finance transactions;shareholder activism matters; and real estate-related acquisi¬tions,joint ventures, and debt and equity financings. We also assist clientsin restructurings and in the formation of investment funds.
Skadden is ranked in several categories by Chambers Global andChambers Asia Pacific for our work in Japan, including for Capital Markets and Corporate/M&A. Skadden also has been ranked
repeatedly as a leading firm for M&A in Japan by The Legal 500 and
Asian Legal Business. We were named U.S. Law Firm of the Yearand Equity Firm of the Year at the IFLR Asia Pacific Awards 2019,Best Law Firm in Asia — Equity Capital Markets at the FinanceAsia
Achievement Awards 2019 and M&A Firm of the Year at The Asian
Lawyer Asia Legal Awards 2018. Our attorneys also are ranked asleading individuals and market leaders in M&A and capital markets
in Japan by Chambers Asia Pacific, Chambers Global, The Legal 500
Asia Pacific and IFLR1000.
Mergers, Acquisitions and Joint Ventures

Building on our strength as one of the world’s leading M&A firms,
we have structured and negotiated a wide variety of public andprivate mergers, acquisitions and joint ventures involving Japaneseentities in the United States, Japan, Europe and other parts of theworld.

Capital Markets and Structured Finance

Skadden’s Tokyo-based attorneys represent investment banks andJapanese and non-Japanese issuers in a variety of public and private
finance transactions. These matters have included securities offerings under Rule 144A and Regulation S, global share offerings,
convertible and exchangeable securities offerings, American depositary receipt transactions, debt offerings, hybrid securities offerings,
medium-term note programs and listings on the New York Stock
Exchange and Nasdaq. We also represent Japanese banks, as well asJapanese and foreign investment banks, J-REITs and other originators and issuers, in the securitization of yen- and dollar-denominatedassets, including commercial loans, automobile loans and longerterm assets, such as real estate located in the United States and Japan.
Investment Funds

Our Tokyo attorneys have participated in the creation of various
investment funds and private equity vehicles seeking to invest inJapanese companies, real estate-related investments and distressed
debt. We also provide guidance on fund structuring, licensing andregulatory matters to offshore fund managers seeking to offer funds
in Japan. Our international presence and knowledge of complex
securities laws, local regulatory laws and international tax matters
also position the firm to handle investment fund transactions.

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Corporate Governance and Activism

We advise Japanese corporations and their boards of directors, aswell as financial advisors, in their engagements with institutionaland activist shareholders. Our attorneys advise clients on developing outreach initiatives and related communications plans aimed atengendering closer relationships with shareholders, as well as on
forming an advance team of internal personnel and outside professionals devoted to understanding and planning for activism-related
issues before they arise. When an activist situation happens, ourattorneys work closely with our clients to evaluate proposals and allavailable strategic alternatives and work to either secure a negotiatedsettlement or wage a successful proxy fight.
Corporate Restructuring

Skadden attorneys have deep experience in every major trend in
corporate restructuring and reorganization in Japan, includinginternal corporate restructurings, spin-offs, divestitures and othertechniques for refocusing value. In addition, we advise companies
on Chapter 11 proceedings, as well as financial institutions as creditors in workouts and other bankruptcy-related situations.

2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates