Hiroyuki Kano is a qualified Japanese lawyer ("bengoshi") as well as a qualified lawyer in the US (New York) and Australia (Queensland and Federal). 

Hiroyuki has more than 10 years' local experience as an Australian lawyer in international transactions, foreign investments, mergers and acquisitions, joint ventures, banking and finance, property development, contract negotiation and commercial dispute resolution, closely working with experts in each area. Hiroyuki's expertise is in cross-border M&A and bridging the gap between Australian law and Japanese law, based upon his knowledge and experience as a Japanese qualified bengoshi and an Australian qualified solicitor.

Before joining Clayton Utz in 2002, Hiroyuki practised Japanese law as an associate with Anderson Mori & Tomotsune in Tokyo, Japan.

日本語はこちら。

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Expertise

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Corporate / M&A

Japanese software developer: Acted for a Japanese software developer on its acquisition of 100% shares in a Melbourne-based software company in April 2017. 

Japanese industrial and engineering corporation: Acted for a Japanese well known industrial and engineering corporation on its acquisition of 70% interest in a cross border company from desalination and industrial water treatment industry.

Japanese life insurance: Acted for a Japanese life insurance company with its acquisition of 14.9% shares in an Australian life insurance and wealth management company.

Japanese IT services and development: Acted for a Japanese IT services and development company for its acquisition of 100% shares in an Australian IT services company by way of scheme of arrangement.

Japanese industrial gases and plastics manufacturer: Acted for a Japanese industrial gases and plastics manufacturer with its competitive bid to acquire 100% interest in an Australian LPG and specialty gases business.

Human resources: Acted for a Singapore subsidiary of a Japanese human resources company on its acquisition of approximately 70% equity interest in an Australian human resources  business.

Hospitality, property management: Acted for a Japanese hospitality and property management company of a 75% interest in a group of companies carrying on the serviced apartment business.

Japanese government owned company: Acted for a Japanese government owned company on its acquisition of a leading Australian logistics company.  This matter involved advice in relation to the acquisition strategy and procedure of the ASX listed company by way of scheme of arrangement, dealing with various regulators including the Australian Foreign Investment Review Board (FIRB), phased due diligence on the target company, documentation of and advice on transaction documents, negotiation for the sell side and advice on its post-acquisition management integration.

Japanese government owned investment company: Acted for a Japanese government owned investment company on its acquisition of a leading Australian water utility company and its affiliated companies by a consortium consisting of the client, a leading Japanese trading house, a leading Japanese engineering company, a foreign water utility company and others.  This matter involved providing complex and strategic investment advice on the acquisition structure, including compliance with requirements under Japanese law.

Chemicals trading house: Acted for a Japanese chemicals trading house on its proposed acquisition of an Australian chemicals manufacturing and distribution company.  This matter involved due diligence on the target company, documentation of transaction documents and negotiation with the target company.

Electrical appliance manufacturer:  Acted for a leading Japanese electrical appliance manufacturer on its acquisition of a distribution network of computer equipment in Australia.  This matter involved due diligence on the local distribution network, tax structuring in relation to the new distribution network and documentation and negotiation of transaction documents.

Car manufacturer: Acted for a leading Japanese car manufacturer on its acquisition of an Australian retailer of heavy vehicles.  This matter involved conducting due diligence on the target company, taxation advice on the transaction, documentation and negotiation of acquisition documents and advice on FIRB approval.

Industrial gas company: Acted for a leading Japanese industrial gas company on its acquisition of an Australian distributor of various industrial gases including LPG.  This matter involved due diligence on the target company, documentation and negotiation of transaction documents and arrangement of warranty and indemnity insurance for the sale and purchase agreement.

Childcare company: Acted for a childcare company on its acquisitions of multiple Australian childcare centres and subsequent initial public offering (IPO).  This matter involved due diligence on a wide range of childcare centres, documentation of various agreements and documents for lodgement to the relevant authorities.  

Food company: Acted for a leading Japanese food company on its bid for an asset acquisition of one of the largest Australian food manufacturing and distribution businesses and its group of companies under receivership.  This matter involved advice on the strategy and the procedure in relation to the competitive bidding process run by the receiver, comprehensive due diligence on the target companies as well as documentation and negotiation of transaction documents with the receiver.

Electronic communication device manufacturer: Acted for a Japanese electronic communication device manufacturer on its capital injection to an Australian digital content and application creation company.  This matter involved due diligence on the target company and documentation and negotiation of transaction documents.

Acquisition of privatised Australian government owned power assets: Acted for a Japanese company on its bid for an acquisition as part of a privatisation process of certain Australian government owned power assets.  This matter involved strategic advice on the competitive bidding procedure, due diligence on the target business, documentation of and advice on transaction documents and negotiation.

Trading house: Acted for a leading Japanese trading house on the integration of its automotive components businesses in Australia.  This matter involved due diligence and documentation of transaction documents.

Car manufacturer: Acted for a leading Japanese car manufacturer on the incorporation of its local subsidiary and the set up of its car dealership network in Australia.  This matter involved advice on the establishment of multiple franchising arrangements with various car dealers, whilst taking into consideration applicable competition and consumer law implications, car dealership regulation and related law.

Construction machinery manufacturer: Acted for a leading Japanese construction machinery manufacturer on its acquisitions of multiple companies including nationwide construction machinery distribution network and subsequent restructuring of the Australian business.  These matters involved due diligence, internal legal audit, documentation and negotiation of transaction documents, advice on FIRB approval and structuring advice including stamp duty implications on the acquisition.

Resort and leisure company: Acted for a Japanese company with resort and leisure assets in relation to the restructuring of their Australian entity.  This matter involved advice on the structure of asset transfers, setup of the joint venture with an Australian developer as well as documentation of transaction documents and negotiation.

Trading house: Acted for a leading Japanese trading house on the sale and exit from its joint venture in relating to a large-scale resources project in Australia.  This matter involved detailed analysis and examination of rights and obligations under complex joint venture agreements, and advice on the sale of its interests in the joint venture.

Business start-up: Advising Japanese companies from a wide range of industries on their start-up of Australian businesses. This includes advising on regulatory issues, the appropriate business structure, various legal issues concerning establishment of a company, drafting a constitution and other legal documents and submission of ASIC forms.

See Corporate / M&A

International Services

Japanese software developer: Acted for a Japanese software developer on its acquisition of 100% shares in a Melbourne-based software company in April 2017. 

Japanese industrial and engineering corporation: Acted for a Japanese well known industrial and engineering corporation on its acquisition of 70% interest in a cross border company from desalination and industrial water treatment industry.

Japanese life insurance: Acted for a Japanese life insurance company with its acquisition of 14.9% shares in an Australian life insurance and wealth management company.

Japanese IT services and development: Acted for a Japanese IT services and development company for its acquisition of 100% shares in an Australian IT services company by way of scheme of arrangement.

Japanese industrial gases and plastics manufacturer: Acted for a Japanese industrial gases and plastics manufacturer with its competitive bid to acquire 100% interest in an Australian LPG and specialty gases business.

Human resources: Acted for a Singapore subsidiary of a Japanese human resources company on its acquisition of approximately 70% equity interest in an Australian human resources  business.

Hospitality, property management: Acted for a Japanese hospitality and property management company of a 75% interest in a group of companies carrying on the serviced apartment business.

Hydrogen supply chain development project: Acted for a leading Japanese heavy industry manufacturer on its hydrogen supply chain development project in Australia.  This matter involved extensive research and advice on various licensing requirements including those under local environmental regulation, documentation of an EPC agreement and advice in relation to the pilot plant construction, advice on the structure of the consortium, advice on intellectual property licensing issues in relation to new energy developments and various technology license agreements, advice on government funding. Niche advice on labour law issues in the resources and construction industries was also provided.

Rare earth mine development project: Acted for a leading Japanese trading house and a Japanese government owned entity on their equity and debt finance in relation to an expansion project of a rare earth mine development in Australia and a processing plant in Southeast Asia.  These matters involved comprehensive due diligence on relevant assets, documentation and negotiation of project agreements, dealing with various regulators including FIRB.

Mineral exploration projects: Acted for a Japanese government-affiliated agency on various mineral exploration joint venture projects in Australia.  This matter involved due diligence, advice on joint venture agreements and advice on FIRB approvals.

Investment in mining operations: Acted for a leading Japanese trading house on its investment into an Australian business with mining operations in Africa and the incorporation of a joint venture.  This matter involved due diligence in Africa by instructing and supervising African local counsel and documentation and negotiation of project agreements.

LNG project: Acted for a leading Japanese engineering company on a large-scale LNG project in Australia.  This matter involved the incorporation of an Australian subsidiary, setup of a joint venture, advice on the execution of an engineering, procurement and construction (EPC) agreement.

LNG project: Acted for a leading Japanese power company and a leading Japanese gas company on a large-scale LNG project in Australia.  This matter involved legal due diligence on the acquisition of upstream interests and execution of a long-term sales agreement and advice on negotiation strategy.

Joint venture arrangement for major uranium project: Acted for a leading Japanese power company and a leading Japanese trading house on their joint venture arrangement relating to a major uranium project.  This matter involved extensive due diligence on project assets as well as documentation and negotiation of project agreements.

Investment in mineral exploration and mining projects: Acted for a leading Japanese trading house on its investment in mineral exploration and mining projects in Australia together with a Canadian mining company.  This matter involved due diligence on target project, advice on its acquisition structure and FIRB approval.

Restructuring of asset financing in relation to mining equipment: Acted for a leading Japanese trading house on the restructuring of its asset financing in relation to mining equipment used on mines in Australia.  This matter involved documentation of relevant documents and advice on its negotiation strategy.

Residential tower development project: Acted for a leading Japanese property developer on its residential high-rise building development project in CBD of an Australian major city.  This matter involved advice in relation to the joint venture arrangement with a local developer, real property and environment due diligence on the site, FIRB advice related to the proposed transaction.

Housing land development project: Acted for a leading Japanese property developer on its large-scale housing land development project in Australia.  This matter involved advice in relation to the process for purchasing Australian land, real property due diligence and FIRB approval related to the proposed acquisition of Australian land.

Hotels and resorts facility: Acted for a Japanese property developer in relation to the financing and acquisitions of a hotels and resorts facility.  This matter involved phased due diligence and advice on environmental approvals and acquisition finance.

Pilot plant project in a new residential development precinct: Acted for a leading Japanese engineering company in relation to its pilot plant project for water purification and supply project in a new residential development precinct.  This matter involved advice on various regulatory issues in relation to water and land access and structuring of its Australian vehicle.

Resort facilities and residential properties development projects: Acted for a Japanese resorts and leisure company on its expansion project of resort facilities and new development project of residential properties.  This matter involved advice on various environmental regulations and approvals of the development project.

Property finance: Acted for a Japanese financial institution on various property finance transactions in relation to real estate in Australia including office and commercial buildings and logistics facilities.  These matters involved analysis of the financing structure, real property due diligence and documentation and negotiations of transaction agreements.

Financial services: Assisting Japanese financial institutions with facility agreements and securities on various types of finance transactions. This includes drafting and advising on relevant transaction documents such as facility and security documents, stamp duty, enforceability of securities and Personal Property Securities Act (PPSA) issues.

Environmental dispute resolution: Acted for a Japanese company possessing a resort business, to address a wide variety of environmental issues including court proceedings commenced by an Australian environmental authority.  This matter involved implementation of comprehensive investigation on various environmental issues, advice on the strategy planning and its implementation against the governmental authority, negotiation with the governmental authority and implementation of various procedures including litigation against the department of environment.

Employment dispute: Supporting local subsidiaries of Japanese companies in relation to various employment disputes with locally hired employees.  Types of these cases include a termination of locally-hired chief executive officer, which involve confidential investigation of directorship and employment status, strategic planning of the termination strategy and attendance to the termination discussions and negotiation with the CEO.

Debt collection: Acting for major Japanese financial institutions and manufacturers on collection of debts from Australian companies under administration or receivership.  These matters involve examination of the financial condition of companies under external administration, negotiation with administrators or receivers and the planning and implementation of debt collection strategies.

Employment dispute: Supporting local subsidiaries of Japanese companies in relation to various types of employment issues and disputes.

Product liability: Advising various Japanese manufacturers and insurance companies on product liability and product recall issues and disputes in Australia.

See International Services

Knowledge

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