Masahiro Terada

  • Partner
  • Admitted, 1996, Japan
  • Languages: Japanese, English
  • Practice Areas
  • Professional Background / Education
  • Publications / Presentations

Practice Areas

Masahiro Terada’s area of practice encompasses various aspects of "strategic" corporate matters including M&A, corporate restructuring, strategic alliances and financial transactions including structured finance, securitization and derivative transactions.
Through his experience as in-house counsel of Daiwa Securities Group and Morgan Stanley, Mr. Terada has gained extensive professional knowledge in resolving legal issues relating to financial transactions including, among others, structured finance, securitization and derivative transactions and in documentation thereof. Also, through his rare experience of helping equity investors win proxy fights with respect to listed companies in Japan, Mr. Terada has obtained variety of experience and unique professional knowledge in resolving legal issues relating to exercise of shareholder’s rights (e.g., shareholder’s proposals (kabunushi teian), claims for repurchase of shares (kabushiki kaitori seikyuken) and proxy solicitation (ininjo kan-yu)), which also enable him to advise companies with effective defense and countermeasures in situations where their shareholders have exercised shareholder’s rights against them.
Mr. Terada has assisted and advised client companies on their "strategic" corporate matters such as, among others, M&A, strategic alliances, capital reconstructions, and corporate restructuring.
He says, "I am more than happy to assist companies and investors that are willing to take on new challenges. I will take a flexible approach to accommodate all the needs of those clients without being bound to existing conventions, rules and customary practices." He also says, "My goal is to work together with clients by exchanging knowledge, wisdom and information in order to achieve substantial results satisfactory to clients."

General Corporate Corporate Governance / Shareholders Meeting Structured Finance, Acquisition Finance and Securitization Asset Management, Funds, Investment Trusts, J-REIT and Private Placement REIT Derivative Transactions Mergers and Acquisitions Real Estate Fund and REIT Real Estate Finance Commercial Litigation Cross-Border Transactions Asia

Professional Background / Education

Professional Background

Hamada Matsumoto
Daiwa Securities Co. Ltd.
Morgan Stanley Japan Limited.
2003 to Present
City-Yuwa Partners


Waseda University (LL.B.)
Legal Training and Research Institute
Duke University School of Law (LL.M.)

Publications / Presentations

  • "Analysis on a Report compiled by the Third-party Panel concerning the improper loan scandal of Suruga Bank and practical advice for other companies to prevent similar scandals" (in "March 2019 issue of Business Homu", Chuokeizai-sha, Inc., 2019) (in Japanese)
  • "Corporate legal strategies for tax compliance" (co-author, Minjiho Kenkyukai, 2018) (in Japanese)
  • "A key to a proper interpretation of Amendment middle draft policy of Corporate Law" (co-author, in "Junkan Keirijoho No. 1304", Chuokeizai-sha, Inc., 2012) (in Japanese)


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