In this series, we speak to our inbound and outbound seconded lawyers about their experience working at firms in different jurisdictions.
We dive into the differences in legal work, culture and what they've learnt from working in a new country. In this edition, we speak to Associate Mika Masuda, who has been seconded to our Corporate M&A and ECM team at Travers Smith from Japan.
How long have you been seconded and what is your role?
I joined Travers Smith in April 2024, and work as an Associate Secondee in the Corporate M&A and ECM team in London.
How does your work in the UK differ to that in Japan?
At a high level, there are many differences between the two legal systems, most obviously because the English legal system is a common law jurisdiction, while Japan is a civil law jurisdiction. I imagined there would be a huge difference between legal practice in the UK and Japan, but I didn’t know how these would work in the practice of M&A deals.
However, I have found that in the private M&A corporate area, the basic way of thinking or way of drafting the legal document is quite similar in the UK and Japan. I handled many cross-border M&A transactions back in Japan, and have experience in writing share purchase agreements, asset transfer agreements and due diligence reports. It is very interesting to me to find some technical differences in the draft of agreements or DDRs. For example, in Japan it is not so common to use the W&I insurance.
However, I think that the biggest difference is in the area of public M&A. In Japan, takeover bid is the main way to do public M&A. We do not have the scheme of arrangement, which is a court-approved agreement between a company and its shareholders or creditors. I was surprised that so many public M&A deals are done by the scheme of arrangement in the UK.
What makes the relationship between Travers Smith and your home firm work so well?
My law firm is one of the biggest law firms in Japan, and we pride ourselves on providing integrated advice on various Japanese laws. I believe my law firm and Travers Smith have similarities in terms of our attitude to clients. We collaborate frequently, whether that be on Japan-UK/EU transactions or hosting joint seminars for clients. It has been a pleasure to work for Travers Smith and experience working in a UK-based law firm.
What have you learnt from working in a UK-based law firm? Are there any lessons you might take back with you to Japan?
One thing I have learnt and will take back with me is that Travers Smith is very organised. For example, there are many knowledge lawyers at Travers Smith who work to build knowhow, templates for various transaction documents and update you on the latest law reform. I have also found that Travers Smith is very good at collaborating across practice areas on deals, and I often work with the Corporate, Employment, IT/Data, FCA and Competition teams to provide an integrated service to the client.
What is your favourite spot in London?
I love exploring London and have so many favourite spots so it is difficult to choose one. My favourite spots include the British museum, Tate Modern, Tower Bridge and Big Ben. London has many old historical buildings and beautiful streets, so I like walking around the city. I also love to see musicals, my favourite being Le Misérables, Matilda, Phantom of the Opera, Six and Mamma Mia. I also enjoy the proximity to Europe and love to travel to different countries on weekend trips away.