Lawyer Profile

Ken Kiyohara

Representative of CMA partners/ Kiyohara International Law Office

Ken Kiyohara

Ken Kiyohara is the founder and representative of CMA Partners (Kiyohara International Law Office). In his career of more than twenty-five years, Ken has been working on various aspects of capital market matters, ranging from corporate finance to M&A/takeovers, and from insider trading and other market regulations to regulations of brokerage, investment advisory and asset management businesses. He has strengths in cross-border transactions and is experienced in advising non-Japanese clients on Japanese legal issues from comparative law perspectives.

Before starting CMA Partners, Ken was a partner of Jones Day (2007 to 2015), after working with Ashurst and Latham & Watkins in Tokyo (2001 to 2006) .

Ken’s practice focus is in the following areas: Corporate/Corporate Governance; M&A and Strategic Alliance; Capital Market Regulations and Disclosure/Auditing.

Ken Kiyohara

For non-Japanese clients, Ken advises on such matters as tender offer and other acquisition of Japanese stock, insider trading and other trading regulations, shareholder rights and other corporate governance issues, disclosure on shareholding in listed stock, fund raising for private equity funds in Japan, investment in venture companies and IPO by subsidiaries or investee companies.

For Japanese clients (including Japanese subsidiaries of non-Japanese clients), he advises on such matters as corporate governance, disclosure and other stock exchange rules, insider trading and other securities regulations, and regulations of brokerage and investment advisory businesses, and also advises on such transactions as tender offer and share or asset acquisition, capital tie-up and business alliance, joint venture, and divestiture.

Ken is a member of the Disclosure Working Group of the Financial System Council of the Financial Services Agency of Japan (FSA), and a member of Advisory Group to the Investor and Other Stakeholders Working Group of the International Forum of Independent Audit Regulators (IFIAR).

Ken was a member of the Committee on Auditing Standards, the Business Accounting Council of the FSA, and had participated in the discussions toward adopting the Standard to Address Risk of Fraud in the Audit in March 2013. In late 2015, he participated in the discussion, as Counselor of FSA, at the investigation panel, and provided the Certified Public Accountants and Auditing Oversight Board of Japan (CPAAOB) with a report on certain auditing issues in connection with accounting scandals in Japan.

 In May 2016, he formed a new Accounting and Auditing System Research Subcommittee, The Dai-ichi Tokyo Bar Association, and has been acting as Chair of such Sub-Committee since then. Previously, Ken had served as Chair of the Financial Instruments and Exchange Act Research Subcommittee, The Dai-Ichi Tokyo Bar Association (2004-2011).

He had served as Kansayaku corporate auditor of East Nippon Expressway Company Limited, one of the major  privatized expressway operating companies in Japan (2010 to 2013).

Ken is a member of the American Bar Association (Business Law Section), and also a member of the International Corporate Governance Network (ICGN).

Locally, Ken is a member of Keizai Doyuukai (Japan Association of Corporate Executive), and since 2007 has actively been involved in the policy discussions at various committees, including the Risk Management Task Force (Member, 2009), Finance and Capital Market Committee (Vice Chair, 2011), Judicial System Reform Project Team (Member, 2013), and Employment and Labor Market Committees (Vice Chair, 2007). He is also a member of the Japan Corporate Governance Network. 

Ken Kiyohara often speaks at seminars locally in Japan, and participates in an international conference. He is also interviewed and quoted from time to time in the Japanese and English media (including Nikkei, the Financial Times, Reuters and Dealreporter) on topical issues such as corporate governance, shareholder activism, insider trading, securities regulations and other capital market related matters. Ken has written on such topics as M&A, tender offer regulations, protection of minority shareholders, corporate governance, disclosure reform, accounting fraud and auditing, and insider trading. Additionally, he contributed approximately 30 articles to "Crossroads" (Juujiro), the daily column in the Nikkei evening edition, on various aspects of corporate governance and disclosure issues during 2007 to 2013.

Bar Admissions

  • Japan (1992), New York (1998)

Areas of Focus:

  • Corporate/Corporate Governance
  • M&A and Strategic Alliance
  • Capital Market Regulations
  • Disclosure and Auditing

Public Services

  • Member of Disclosure Working Group, Financial System Council of the Financial Services Agency of Japan (FSA) (current)
  • Member of Advisory Group to Investor and Other Stakeholders Working Group (IOSWG), International Forum of Independent Audit Regulators (IFIAR) (current)
  • Counselor, Financial Services Agency of Japan (FSA) (2015 to March 2016)
  • Member, Committee on Auditing Standards, Business Accounting Council, FSA (2012 to June 2016)
  • Member, Legal Expert Study Group, FSA (2011)
  • Member, Corporate Governance Discussion Group, FSA (2010)

Bar Association Activities

  • Chair, Accounting and Auditing System Research Subcommittee, Legal Research Institute, the Dai-Ichi Tokyo Bar Association (current)
  • Chair, Financial Instruments and Exchange Act Research Subcommittee, Legal Research Institute, the Dai-Ichi Tokyo Bar Association (2004-2011)

Board Positions, etc.

  • Kansayaku Corporate Auditor of East Nippon Expressway Company Limited (2010 to 2013)

Education

  • University of Michigan (LL.M. 1997)
  • The Legal Training and Research Institute of the Supreme Court of Japan (1992)
  • University of Tokyo (LL.B. 1989)

Publication

  • “Shokai Koukai Kaitsuke no Jitsumu” (Detailed Commentaries: Tender Offer Practices, Chuokeizai-Sha, Inc., 2007), then a leading book on tender offer regulations and practice in Japan
  • “Q&A Kin-yuu-shou-hin Torihiki-housei no Youten” (Q&A on Regulatory Framework of Financial Instruments, Shin-Nipponhoki Publishing Co., Ltd., 2007)