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ProfessionalsTong Yu

Tong Yu

Tel: +81-3-3597-6306
Fax: +81-3-3597-8120


Fukoku Seimei Building 2F, 2-2, Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011, Japan
Fax: +81-3-3597-8120

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A partner in the Corporate Department, Tong focuses on representing Japanese and other Asian companies in connection with global capital markets transactions and cross-border mergers and acquisitions transactions. Tong is resident in the firm's Tokyo office and is a member of the Capital Markets Group.


In the capital markets and securities area, Tong has represented both U.S. and non-U.S. issuers and underwriters in connection with initial public offerings, secondary offerings, debt offerings (investment grade and high-yield debt, and hybrid capital securities), exchange offers and multi-jurisdictional tender offers. He has been involved in transactions relating to issuers in the United States, Canada, Germany, Greece, China, Japan and Korea. Tong's major representations include:

  • Mitsubishi UFJ Financial Group, Inc. in connection with several global offerings of its common equity securities, senior debt securities as well as various hybrid securities;
  • The Bank of Tokyo-Mitsubishi UFJ Ltd. in connection with several offerings of its senior debt securities;
  • NEC Corporation in connection with global offerings of its common equity securities; and
  • Tencent Holdings Limited in connection with its initial public offering.

In addition, Tong advises companies listed in the United States on reporting obligations, corporate governance matters and other securities law and stock exchange issues.

In the mergers and acquisitions area, Tong has done work for both public and private companies, and advised on strategic joint ventures and various other forms of equity investment transactions. Tong has also provided U.S. securities law advice on business combinations among non-U.S. companies, including SEC-registered business combination transactions. Tong's representative M&A matters include:

  • Citigroup Inc.'s sale of its retail banking business in Japan;
  • Citigroup Inc.'s sale of Citi Cards Japan;
  • Virtu Financial LLC, a New York-based global electronic market-making firm, in its strategic minority investment in SBI Japannext Co., Ltd., a Japan-based proprietary trading system;
  • Citigroup Inc.'s sale of its controlling interest in Nikko Asset Management;
  • Nissay Dowa Insurance C., Ltd.'s business combination transaction to form one of the largest non-life insurance companies in the world; and
  • Mitsubishi Tokyo Financial Group, Inc.'s merger with UFJ Holdings, Inc. to form one of the largest financial institutions in the world.

Tong's work has earned him recognition as a leading capital markets lawyer in Japan by Chambers and Partners, Legal 500, IFLR1000 and Who's Who Legal, as well as a leading corporate/M&A lawyer in Japan by Chambers and Partners and IFLR1000. He has recently authored several articles and memoranda, including:

  • "U.S. Securities Laws in the Context of Business Combinations among Japanese Companies: Q&As on SEC Registration Requirements and Exemptions Thereto (日本企業の組織再編で留意したい米国証券法上の規定~証券の登録義務と その免除規定に関するQ&A~)" which was published in Japanese in Journal of the Japanese Institute of International Business Law, Vol.39, No.12 (December 2011);
  • "Recent Dodd-Frank Act Developments affecting Whistleblower Programs - Enhancing Internal Compliance Programs to Protect Companies (米国ドッド=フランク法に基づく内部告発プログラムの強化―社内コンプライアンスと企業価値を守るために求められる対応)" which was published in Japanese in NBL (New Business Law), No.983 (August 15, 2012);
  • "Recent Trends in Class Actions Arising out of Public M&A Transactions in the United States (米国上場企業のM&Aをめぐるクラス・アクションの状況)" which was published in Japanese in Shoji Homu No. 1996 (April 15, 2013); and 
  • "Practical Tips for Internal Investigations into U.S. Foreign Corrupt Practices Act Related Allegations (米国の海外腐敗行為防止法の違反が疑われる状況での内部調査のポイント)" which was published in Japanese inBusiness Law Journal(No. 101, August 2016).

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