The Legal 500

Anderson Mori & Tomotsune continues to garner some of the most high-profile deals in the market, regularly advising both issuers and underwriters on the Japanese aspects of major cross-border transactions. Akiko Kimura is a ‘real capital markets specialist’, and advised Nomura Holdings on the Japanese aspects of its $3bn issuance of US dollar senior notes. Hironori Shibata is also a noted name and acted as Japanese counsel for the underwriters on the $12.2bn demutalisation, offering and listing on the Tokyo Stock Exchange of shares of common stock in Daiichi Life Insurance Company.

Mori Hamada & Matsumoto’s lawyers are recommended for their ‘vision and ability to keep ahead of the market trends’ and rivals ‘are simply not able to compare with their high levels of expertise’. Katsumasa Suzuki attracts plaudits for his ‘knowledge of the law, financial acumen, and excellent understanding of the market’, while the prolific Toru Ishiguro is ‘one of the most experienced pair of hands in the domestic market’. In a landmark piece of work, the team advised Nomura on the Japanese aspects of its issuance of the first US dollar-denominated sukuk for a Japanese corporation.

At Nagashima Ohno & Tsunematsu, Toshio Kobayashi heads a strong team which also includes ‘market leader’ Fumihide Sugimoto and the ‘very hardworking’ Miyuki Ishiguro. In 2010, Masayuki Yoshida left the firm to become a Commissioner of the Securities & Exchange Surveillance Commission, but the promotion of Shinichi Araki to partner fills the gap. The firm has excellent referral relationships with leading international firms, particularly US-based names, ensuring an enviable client list of major Japanese and multinational companies such as Sumitomo Mitsui, JPMorgan Securities and RBS. Highlights included advising Mizuho Financial Group on the ¥780bn international and Japanese offerings of shares of common stock in Mizuho Financial Group.

Nishimura & Asahi capital markets practice has always been well-hedged between domestic and international clients, and this has paid off recently as the firm continues to secure roles on major cross-border mandates. Most notably, in 2010 the team advised Dai-ichi Insurance on its mammoth $11bn IPO (the largest in the Japanese market for nearly a decade) but it has also been active advising clients on offerings overseas. Both Mitsuhiro Yasuda Hideki Ebata are Japan and New York-qualified and attract praise as ‘among the most experienced partners in the market’. Yasutaka Nishikori is also recommended.

Atsumi & Sakai’s team continues to grow its profile under the leadership of team head Hiroo Atsumi, with the arrival of well-known capital markets partner Yutaka Sakai from TMI Associates adding some serious firepower. Among its recent mandates, the firm advised on the ¥20bn structured securitization of NEXI Insured Bonds.

TMI Associates has particular experience across securities issuance and derivatives matters. Finance in general is a focus for the firm, and on the convertible bonds side, Kunio Namekata and Yoshiyasu Yamaguchi are the main contacts.

Davis Polk & Wardwell LLP retains its reputation as a market leader in capital markets in Tokyo. Recent highlights include the high-yield debt offering by eAccess, which was the first-ever global offering of high-yield debt from Japan; SMFG’s listing on the New York Stock Exchange, which was the largest NYSE listing since 2002 and the largest-ever NYSE listing by a Japanese company; multiple benchmark debt offerings by Sumitomo Mitsui Banking Corporation and the Export-Import Bank of Korea; and a debut Schedule B SEC-registered debt offering by Korea Finance Corporation. Eugene Gregor, whose advice is ‘productive and insightful’, and Theodore Paradise, ‘whose knowledge is amazing, with a close to photographic memory’ are doyens of the market, commanding the highest respect from their peers. Highly experienced counsel Michael Dunn has been involved in some of Japan’s largest global equity and debt offerings.

‘There is no doubt that Linklaters Tokyo is the best for UK law governed capital markets work’. The firm ascends to the top tier this year. It is ‘top-notch for all euro transactions and excellent for US legal matters too’. Of particular note, the firm has worked on all of the renminbi bond deals by Japanese issuers to date - namely Mitsubishi UFJ Lease & Finance Company Limited’s issue of RMB200m 1.65% notes, Orix Corporation’s issue of RMB400m bonds and Century Tokyo Leasing Corporation’s issue of RMB200m 2.7% notes. The firm has advised on international equity financing deals for Japanese issuers; large-scale debt capital markets deals such as Mitsubishi Corporation’s issue of $500m 2.75% bonds and JPMorgan Chase & Co.’s ¥111.1bn samurai bonds; and highlight convertible bond deals. Peter Frost, Andrew Carmichael and Kozo Sasaki are all highly respected leaders in this practice area.

Simpson Thacher & Bartlett LLP has participated in all of the global IPOs by Japanese issuers in the last five years. The firm provides ‘top-class legal advice on all fronts’. Recently, the firm represented Resona Holdings in a global offering of common stock that raised ¥547.7bn for the issuer; and assisted the underwriters, led by Nomura Securities International, in an offering of $1.25bn 4.125% Medium-Term Notes, Series A due 2016 of Nomura Holdings. It also advised Otsuka Holdings Co in connection with its $2.4bn IPO on the Tokyo Stock Exchange and global offering to institutional investors. Head of the Tokyo office David Sneider and Alan Cannon are recognized stars in this field. Takahiro Saito is also highly recommended.

‘Excellent’ Clifford Chance Law Office has acted on international equity offerings for clients such as Pioneer Corporation and advised Nomura International on the Unicharm Corporation and Yamato Holdings Co’s convertible bond offerings. The firm has particular strength in the government-related MTN market, and has acted on Development Bank of Japan’s Global MTN Programme and the EMTN Programme for Japan Finance Corporation for Municipalities. It also has a growing reputation for advising on the samurai bond and uridashi bond markets in Japan. Reiko Sakimura is a ‘very good communicator’. Peter Kilner, Eiichi Kanda and Leng-Fong Lai are also recommended.

Morrison & Foerster Ito & Mitomi combines ‘perfect understanding of the client’s needs, anticipation of problems or issues, commercial mindedness and very good response times’. It acted for Deutsche Bank as lead manager on the $32m Regulation S institutional offer of new shares by Pioneer Corporation, and acted as sole counsel as to Japanese law to Mizuho Securities and Deutsche Securities for the public offering of investment units in Japan by Advance Residence Investment Corporation. The dynamic combination of Fuyuo Mitomi, Andrew Winden and counsel Robyn Nadler providing Japanese, US and English law expertise respectively is a force to be reckoned with. Experienced Tony Grundy is also highly regarded.

Sullivan & Cromwell LLP houses the considerable talent of Izumi Akai. He is ‘no doubt one of the strongest US capital markets lawyers in Japan. As he is a Japanese lawyer and native speaker, Japanese issuer clients and securities firms just love him’. The firm represented the underwriters, led by Goldman Sachs International and JPMorgan, in Dai-ichi Life Insurance Company’s $1.3bn offering of 7.25% step-up callable perpetual subordinated notes and represented Nomura Holdings in its SEC-registered offering of $1.25bn 4.125% notes due 2016. Garth Bray and Keiji Hatano also offer capital markets expertise.

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho has recently advised on repackaging programme trades, structured bond issues and MTN updates for clients such as Nomura, Mizuho and Daiwa. It represented Goldman Sachs, Mizuho and Nikko Cordial as the arrangers on the international offering aspects of units in the Mori Trust Sogo REIT. Norifusa Hashimoto is ably supported by counsels Aaron Comerford and Seiji Matsuzoe. Clients appreciate their ‘depth of analysis, quality of documentation and timely response’.

Freshfields Bruckhaus Deringer’s reputation strengthened this year as a result of its role in advising SBI Holdings, the first Japanese company to list on the Hong Kong Stock Exchange, on its $167m global offering of Hong Kong Depository Receipts and secondary listing. The firm also advised on Orix Corporation’s 2010 Multi Issuer MTN Programme Update. Other clients include Barclays Bank, Goodman Ltd and Macquarie Bank. James Lawden, Edward Cole and Naoki Kinami are all recommended.

Although Paul, Weiss, Rifkind, Wharton & Garrison LLP has only a small capital markets team, it packs a sizeable punch. The firm recently acted as the issuer’s US counsel in Tokyo-Mitsubishi UFJ’s senior bond offering and senior notes offering. It also advised Kenedix in connection with its ¥15.4bn global common stock offering, including a Rule 144A tranche in the US. Other clients include Sumitomo Corporation, NEC Corporation and Nidec Corporation. Tong Yu has an impressive reputation in the market and is much admired by clients.

Shearman & Sterling LLP represented eAccess on its 144A/Reg S high-yield bond offering of Senior Notes guaranteed by eMobile and advised Sumitomo Metal on all of its US capital markets work in connection with the business combination between Sumitomo Metal Industries and Nippon Steel Corporation. Bilingual office managing partner and ‘true expert on SEC matters’ Masahisa Ikeda ‘is one of the best US lawyers I’ve ever known in Japan. He is a gentleman. He pays attention to the client’s interest and tries to adopt a cost-effective, problem-solving approach’.

White & Case LLP- White & Case Law Offices (Registered Association)’s highlight deals included advising Nomura on its $100m sukuk issuance (the first US dollar-denominated sukuk issuance out of Malaysia involving a Japanese multinational); Société Générale as arranger to a €20bn Secured Transaction Programme under which Claris IV Limited issued Series 38/2010 ¥5bn Variable Notes due 2019; and Tokai Tokyo Financial Holdings, in launching a Level 1 Sponsored American Depositary Receipt program with Deutsche Bank Trust Company Americas. Koichiro Ohashi, Christopher Wells and Thomas LaMacchia are recommended.

Highly regarded in particular in the Samurai bond sector, Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office shows ‘a very high degree of professionalism, reliability, availability and diligence’. The firm recently advised the Republic of Argentina on the exchange offer of its Samurai bonds and Euro notes. Ken Takahashi heads the practice group, which includes Hiroyoshi Kuromaru, who is ‘able to find relevant, often unique legal solutions’.

At Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo, ‘star performer’ Philip Hyde splits his time between Tokyo and Hong Kong. He has ‘a wealth of experience in capital markets transactions and always exercises strong commercial judgment’. The firm is currently advising The Bank of New York Mellon as trustee on the restructuring, unwinding and redemption of CDOs arranged by Lehman Brothers and issued under the Dante Programme.

Ropes & Gray LLP enters the table this year. Bradley Edmister has experience in both debt and equity capital markets and in particular global offering transactions. The firm recently represented China Medical Technologies in its offering of $150m of convertible senior notes, and acted for MicroPort Scientific in its $228m IPO on the Main Board of the Hong Kong Stock Exchange.