Hiroyuki Ota.jpg

Hiroyuki Ota

Partner (Foreign Lawyer), Rajah & Tann Singapore LLP

Practice Area:

Corporate Commercial
Myanmar Practice
Japan Desk

LLM., Columbia University, USA
LLB, Keio University, Japan
JD, Kobe University, Japan

T +65 6232 0956
E hiroyuki.ota@rajahtann.com

Hiroyuki Ota is a foreign attorney and a part of the Japan Desk and Myanmar Practice at Rajah & Tann Singapore. He has an LLM from Columbia Law School and is qualified to practise in Japan, New York and Singapore (Foreign Practitioner Certificate). Hiroyuki started his career in a well-established law firm in Japan, and joined Rajah & Tann in September 2014. His work in Myanmar has earned him well-deserved recognition as a “Highly Regarded” lawyer by IFLR1000.

He has a wide range of experience in assisting Japanese multinational corporations in entering into the South East Asian market, which includes countries such as Myanmar, Thailand, India and Vietnam, and has a deep understanding of the region. His experience includes mergers and acquisitions, issuance of bonds, corporate restructuring and providing corporate and regulatory advice.

Experience
Mergers and Acquisition / Joint Ventures / Investment Projects 
  • Advised the world’s largest Myanmar-focused private equity fund with its significant minority investment into a leading Internet service provider in Myanmar. Our role entailed, reviewing, revising and negotiating the Investment Agreement and assisting with completion of the transaction.
  • Advised a listed Japanese insurance company on its acquisition of a significant stake in one of the top 3 insurance companies in Myanmar. Our role involved drafting and negotiating 22 definitive documents, including the Investment Agreement, Business Transfer Agreement and Shareholders Agreement, as well as assist with completion of the transaction (including obtaining regulatory approval from the Financial Regulatory Department under the Ministry of Planning and Finance).
  • Advised a listed Japanese chemical manufacturing company on its acquisition of a business in Germany from US major chemical company. Our role entailed overseeing the due diligence and drafting, revising and negotiating the Share Transfer Agreement, Business Transfer Agreement, Fuel Supply Agreement, Manufacturing Service agreements and assisting with the completion of the transaction.
  • Advised a listed Japanese steel manufacturer on its tri-party joint venture with a Japanese trading house (Sogo Shosha) and major conglomerate in India. Our role entailed, overseeing the due diligence and drafting, revising and negotiating the Share Subscription Agreement, Business Transfer Agreement, Shareholders’ Agreement and Technical Assistance Agreement, and assisting with completion of the transaction.
  • Advised a listed Japanese textile company on its disposal of various business units, including its factory in Thailand and real estate business in Japan. Our role entailed, conducting the vendor due diligence and drafting, revising and negotiating the Share Purchase Agreement and Business Transfer Agreement, and assisting with completion of the transaction.
  • Advised the largest confectionery company in Myanmar on the disposal their 80% interest to a Korean conglomerate. Our role entailed, structing the overall transaction, drafting, revising and negotiating the Share Purchase Agreements and Shareholders’ Agreement, and assisting with completion of the transaction (including obtaining regulatory approvals from the Myanmar).
  • Assisted a listed Japanese manufacturer on its joint venture with the New Energy and Industrial Technology Development Organization (NEDO), a Japanese governmental investment body. Our role entailed reviewing, revising and negotiating the Investment Agreement, Business Transfer Agreement, Service Agreements, and assisting with completion of the transaction.
  • Advised a listed Japanese textile company on its acquisition of a company in Malaysia. Our role entailed reviewing and revising the Share Purchase Agreement.
  • Advised listed Japanese automobile company on its disposal of its garbage truck manufacturing and after service business in Japan. Our role entailed reviewing, revising and negotiating the Business Transfer Agreement.
  • Advising the 2nd largest supermarket / hypermarket operator in Myanmar with its joint venture with a Japanese mall operator for the operation of supermarkets in Myanmar. Our role entailed, drafting, revising and negotiating the Joint Venture Agreement and Business Transfer Agreement, and assisting with completion of the transaction.
  • Assisting a shareholder of the largest distillery in Myanmar with its sale of interest to a Thai beverage company. Our role included reviewing and revising the Share Purchase Agreement and Shareholders’ Agreement.
  • Advising in relation to a hotel joint venture in Myanmar involving a Japanese hospitality group.
  • Assisting a Singapore steel manufacturing company on its investment into Thilawa Special Economic Zone.
  • Assisting a Myanmar conglomerate on its joint venture with a Japanese Company related to detergent products.
  • Assisting a Japanese company on its joint venture in Myanmar’s fishery industry.
  • Advising a Malaysian oil and gas service company on its market entry into Myanmar.
  • Assisting a Japanese medical equipment manufacturer on its joint venture in Myanmar.
Real Estate / Infrastructure 
  • Assisting the Yangon Regional Government on its potential joint venture with a major conglomerate of Malaysia, for the development of low cost housing, medium cost housing, luxury housing and commercial and industrial developments, including amenities and infrastructure of the surrounding areas.
  • Assisting Yangon Regional Government on its potential joint venture with a leading Thai industrial city developer, to develop a smart eco city in the northern part of Yangon, Myanmar.
  • Advised a Chinese state owned investment company on the development of a special economic zone in western Myanmar. The special economic zone will comprise a deep sea port, industrial park and integrated residential area, spanning a total of over 1,600 hectares.
  • Advised the Japanese consortium, comprised by a Japanese construction company, a listed real estate developer and a Japanese government infrastructure investment fund, on its approximately US$300 million real estate development project in Yangon, Myanmar. Our role included drafting and negotiating the transaction documents (including the Joint Venture Agreement, finance documents and service agreements) as well as assist with completion (including obtaining regulatory approval from the Myanmar Investment Commission).
  • Advising a Malaysian private equity firm on its proposed investment in Myanmar’s telecommunication sector.
  • Assisting a consortium of a Singapore, China and Myanmar company on its Yangon Central Station redevelopment project in Myanmar.
Finance
  • Assisting a listed Japanese textile company with its issuance five billion yen worth of moving strike convertible bonds. Our role entailed advising on the overall scheme and structure, reviewing the issuance documents for the bonds, reviewing, revising and negotiating the investment agreement, and advising on the Securities Registration Statement and negotiating with the Kanto Finance Bureau.
  • Assisted a Japanese mega bank on its finance transaction with a listed Japanese construction company in relation to its approx. USD$ 600 million real estate development project in Myanmar.
  • Assisted a Japanese mega bank on its finance transaction with a swiss multinational food and drink processing conglomerate in relation in Myanmar.
  • Assisted a Japanese mega bank on its finance transaction with a Thai beverage producer in relation to its significant investment in Myanmar.
  • Assisting a Japanese financial institution with its strategic alliance with Myanmar Payment Union.
  • Assisting a Japanese bank on its project finance in Myanmar.
  • Assisted one of the largest global M&A insurance companies with the due diligence and documentation for W&I insurance for the largest M&A transaction in Myanmar (as at 2020).
Energy
  • Assisting a Japanese company on its investment, development and construction of a biomass power plant project in Myanmar. Our role included drafting and negotiating the transaction documents (including the Joint Venture Agreement, EPC Agreement, and Power Purchase Agreement) and assisting with completion.
  • Advising a shortlisted bidder on its potential JV with MPPE on the operation of ‎fuel depots and fuel stations in Myanmar.
  • Assisting a Japanese trading house on its three-party joint venture with Myanma Oil and Gas Enterprise.
  • Assisting a Chinese insurance company on its due diligence and assessment for project eligibility for insurance in relation to a coal fired power plant in Myanmar.
Memberships / Directorships
  • Member, Japan Federation of Bar Associations
  • Member, Osaka Bar Association
  • Member, Japan Myanmar Association
  • Member, American Bar Association and New York State Bar Association
  • Member, Singapore Academy of Law
Publications 
  • “Registration System in Myanmar - Myanmar Focus (Japan Myanmar Association, 25 July 2016)
  • “The New Myanmar Companies Law” - Mizuho Asia Gateway Review (5 Oct 2015)
  • “Myanmar’s historical general elections” JiJi Press (13 Oct 2015)
  • Co-author “Competition Law in ASEAN” – LexisNexis
  • "Myanmar Investment Law - The new unified investment regime in Myanmar" - Myanmar Focus (Japan Myanmar Association, 20 October 2016)