Toshiro Mochizuki


Toshiro’s expertise comprises capital markets as well as general corporate matters, with a particular focus on advising issuers and underwriters on global offerings, SEC registrations and other securities law issues, including those relating to business combinations.
Prior to joining the firm, he was an in-house counsel for six years at a leading international investment bank in Tokyo, where he covered primarily capital markets transactions, cross-border M&A financial advisory engagements and compliance matters. Toshiro began his career at another U.S. law firm, where he spent eight years at its Tokyo and New York offices handling both issuer-side and underwriter-side assignments for debt and equity offerings by Japanese and U.S. issuers. Toshiro also has experience representing clients on U.S. anti-corruption, economic sanctions, antitrust and other compliance matters.


Representative matters

Nippon Telephone and Telegraph Corporation in a $33.2 billion tender offer for shares of common stock of NTT DOCOMO, Inc.

LINE Corporation in connection with its business integration with Z Holdings Corporation, which involved among other steps a joint tender offer by SoftBank Co., Ltd. and NAVER Corporation to acquire all of LINE’s outstanding common stock (including American Depositary Shares), stock options and convertible bonds.

Toyota Motor Corporation in a $1.5 billion SEC-registered offering of sustainability bonds.

Toyota Motor Corporation regarding a registration with the U.S. Securities and Exchange Commission on Form F-4 in connection with the triangular share exchange to make Misawa Homes Co., Ltd. a wholly owned subsidiary.Alps Electric Co., Ltd., a Japanese manufacturer of electronic components, and Alpine Electronics, Inc., a Japanese manufacturer of car audio systems, in connection with their $794.7 million business integration involving a registration on Form F-4 with the SEC.

Pro bono

Advising Impact Investment Exchange on the Women’s Livelihood Bond™ 6, the sixth bond in the IIX Women’s Livelihood Bond Series™ 

Advising Impact Investment Exchange on the Women’s Livelihood Bond™ 5, the fifth bond in the IIX Women’s Livelihood Bond Series™ 

Published Work

  • Mochizuki, T., (2017) “Anti-Corruption Compliance: Overcoming Weaknesses of Japanese Companies,” Business Homu (Business Law Review)

Speaking Engagements

  • Speaker, U.S. Legal Issues Relating to U.S. Listings and SEC Registrations on Form F-4, KPMG Japan online seminar, June 2022
  • Speaker, F-4 Registrations and Related U.S. Securities Laws, joint online seminar with PwC Japan, May 2021
  • Speaker, Covid-19 Insights Series: A Regional Perspective – Asia, April 2020
  • Speaker, Overseas Listings: the Process, and Things to Bear in Mind, EY Japan seminar, September 2019
Toshiro Mochizuki is recommended for his vast knowledge of SEC registrations and global offerings.
The Legal 500 Asia Pacific, 2024
Mochizuki regularly advises on corporate issues.
The Legal 500 Asia Pacific, 2024


  • Leading Lawyer for Capital Markets: International: US Law in Japan, Chambers Asia Pacific, 2024
  • Recommended Lawyer for Antitrust and Competition in Japan, The Legal 500 Asia Pacific, 2024
  • Next Generation Partner for Capital Markets in Japan, The Legal 500 Asia Pacific, 2024
  • Leading Individual for Corporate and M&A in Japan, The Legal 500 Asia Pacific, 2024
  • Leading Lawyer - Highly Regarded in Japan Capital Markets - Equity, IFLR1000, 2023-2024
  • Leading Lawyer - Highly Regarded in Japan M&A, IFLR1000, 2023-2024



New York, 1999
Japan, 2013 (Registered Foreign Lawyer) 


A.B., magna cum laude, Social Studies, Harvard University, 1995
J.D., cum laude, Harvard Law School, 1998


English, Japanese
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.