The Legal 500

Recently bolstered by the addition of Norifusa Hashimoto, a leading Japanese finance lawyer from Paul Hastings Janofsky & Walker, Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho’s ‘experienced and knowledgeable’ capital markets team goes from strength to strength. ‘Professional and highly motivated’, say clients, the department offers broad-ranging expertise in the debt and equity capital markets, and now, with the arrival of Hashimoto, also in relation to samurai bonds. Although the credit crisis has had an adverse effect on the practice at the turn of 2008, the team has handled more than its fair share of private placements of convertible bonds for Japanese issuers, as well as a not insignificant volume of trades under MTN programmes. ‘Fantastic to work with’, say clients, Jason Humphreys is a regular presence on many of the firm’s more structured transactions, such as the representation of Mizuho Securities on a ¥279.9bn synthetic collateralised loan obligation (CLO) for Mizuho Corporate Bank relating to a portfolio of loans advanced to non-Japanese corporate borrowers. High-profile clients include Merrill Lynch, Goldman Sachs, Daiwa Securities SMBC and Mizuho Securities. Piyasena Perera is also recommended, in particular for his equity capital markets expertise.

Davis Polk & Wardwell is a go-to firm for complex and innovative cross-border transactions in Japan. Benefiting from a 'real depth of experience and knowledge’, the team recently advised JPMorgan and Goldman Sachs, among others, as joint book-runners on Visa’s record-breaking IPO. Valued at US$19.65bn, the IPO was the largest in US history and the first simultaneous registered public offering in Japan and US. On the debt side, led by the 'technically excellent’, Theodore Paradise, the team represented JPMorgan and Deutsche Bank on the US$500m offering of Rule 144A/Regulation S senior notes by Promise. Co-head of the office with Paradise, the 'legendary’ Eugene Gregor is also highly recommended.

Although the firm suffered a setback with the retirement of the experienced Tony Grundy, Linklaters retains the strength and depth to remain the firm of choice for clients on the largest, most sophisticated debt and equity domestic and international transactions. A dominant presence in non-US capital markets, the group recently advised Nomura International on Yamada Denki’s ¥70bn zero-coupon convertible bonds due 2013 and its ¥80bn zero-coupon convertible bonds due 2015. 'Very hands on and technical’, say clients, Reiko Sakimura is regularly involved in many of the office’s most significant cross-border transactions, including the aforementioned deal. In the domestic market, new partner Kozo Sasaki handles a range of hybrid deals and samurai transactions for the likes of Daiwa Securities SMBC, Mizuho Securities and Mitsubishi UFJ Securities as managers in connection with securities issued by entities such as Rabobank, GECC and Wal-Mart Stores. Team leader Paul Kruger is recommended, as is Peter Frost, who is praised for his 'excellent legal interpretation skills’ and is considered to be 'one of the most experienced lawyers when it comes to financing by Japanese corporates and financial institutions’.

'Probably the top US firm in Tokyo for capital markets work’, Simpson Thacher & Bartlett LLP maintained its front-running position, in spite of an overall slowdown in the market. In 2007/2008, the firm was involved in some of the market’s biggest transactions, including advising Seven Bank and Sony Financial Holdings on their respective IPOs, as well as Mitsubishi Chemical Holdings, as issuer of ¥120bn zero-coupon guaranteed convertible bonds. The two partners in the practice, David Sneider and Alan Cannon, both receive almost universal acclaim by clients who are appreciative of their 'professional, thorough and prudent approach to securities matters’.

Although Sullivan & Cromwell LLP has suffered some associate-level defections in the past couple of years, the firm continues to be a leader in the capital markets arena. This is mainly due to the reputation of the 'experienced’ and 'outstanding’ co-head of the firm’s Japan practice, Izumi Akai. Indeed it was Akai who recently represented JPMorgan and Nomura International, the international joint lead managers and bookrunners on Sony Financial Holdings’ US$2.96bn IPO. Clients include an array of Japanese and US-based financial institutions.

Instructed by a diverse client portfolio including arrangers, underwriters, originators, issuers and guarantors, the 'outstanding’ Clifford Chance Law Office’s strength lies in its ability to offer innovative solutions to complex structured transactions. Led by the 'accomplished’ Peter Kilner, the team provides ongoing advice to a major US investment bank on the repackaging of securities into Eurobonds issued by SPVs, as well as structuring and developing innovative repackaging products. In relation to pure capital markets work, the group recently advised Merrill Lynch as arranger on Hitachi International Treasury’s US$500m multi-currency Euro MTN programme. 'They are knowledgeable and provide us with detailed advice’, say clients, who include Barclays Capital, BNP Paribas, Deutsche Bank and UBS. Eiichi Kanda is praised for his ‘proactive stance in raising issues’.

'Excellent’, say clients, Freshfields Bruckhaus Deringer offers 'very high-quality advice’ to clients including Barclays Bank, Daiwa Securities SMBC Europe, Deutsche Bank and Goldman Sachs Principal Investment Area. In what was the team’s first public convertible bond issue for years, the group recently advised Deutsche Bank as the arranger of the Singapore listing of ¥20bn convertible bonds due 2017 for the Bank of Iwate. The team also represented Deutsche Bank as arranger of ¥10bn bonds due 2009 for Urban Corporation. Described by clients as 'a fantastic lawyer with a lot of experience and a nice guy to boot’, James Lawden spearheads a three-partner practice that also includes Naoki Kinami and Edward Cole.

'A rising star’, say clients, Milbank, Tweed, Hadley & McCloy handles global equity and debt offerings of Japanese issuers and their subsidiaries such as Nippon Telegraph and Telephone, NIS Group and Nissan Motors Acceptance Corporation. Bradley Edmister benefits from 'in-depth legal knowledge of capital markets transactions’ and has particular experience in J-REITs and SEC-registered transactions. Recent highlights include advising NIS Group on a global offering of US denominated debt securities.

Instructed by both issuers and underwriters across a range of debt and equity offerings, the 'responsive and timely’ Morrison & Foerster Ito & Mitomi recently advised Nikko Citigroup, Nomura and UBS as lead managers on Industrial & Infrastructure Fund Investment’s listing on the TSE and its ¥36.5bn global IPO. Fuyuo Mitomi, Saori Nakamura and Andrew Winden are recommended. Clients include Morgan Stanley, Mizuho Securities and Daiwa SMBC.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Nikko Citigroup and Deutsche Bank, as joint lead managers in relation to Asahi Tec’s Regulation S offering of 33 million shares of its common stock. One of the stalwarts of the firm, Kaye Yoshino is 'bright, thoughtful and extremely responsive’, say clients.

Headed by the 'the experienced’ Masahisa Ikeda, Shearman & Sterling LLP’s capital markets team is engaged in a diverse array of transactions including IPOs, private placements, debt and equity derivative securities, and ADR programmes. Led by Ikeda, and aided by the ‘very strong’ Robert Ferguson, the group recently advised Dai Nippon Printing on establishing its Level 1 ADR program. Instructed by an array of issuers and underwriters, clients include Nomura Securities, Daiwa Securities SMBC, Kirin, Pioneer and Kyocera.

Headed by Ken Takahashi, Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office’s capital markets team competes favourably with the Big Four Japanese firms in the market for domestic work. Led by Seishi Ikeda, the group advised BNP Paribas in relation to the ¥25bn equity finance deal by KK DaVinci Advisors. Hiroyoshi Kuromaru often handles samurai bond issues for foreign governments in the Japanese markets. Clients include Nomura, Nikko Citigroup, Deutsche Bank and JPMorgan Securities.

Bolstered by the arrival at the beginning of September 2008 of the experienced Philip Hyde from Simmons & Simmons in association with TMI Associates, Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo is regularly engaged in debt and capital markets transactions for issuers and underwriters.

Along with the firm’s work on Visa’s US public offering and listing, White & Case LLP- White & Case Law Offices (Registered Association)’s Tokyo office represented Visa on its concurrent public offering in Japan. Led by Christopher Wells, the group has additionally been involved in a growing number of real estate-related transactions.

Ashurst has handled a significant amount of work for Japanese banking group Resona, including advising its holding company in relation to the issuance of convertible preferred shares to Merrill Lynch.

At Latham & Watkins Gaikokuho Jimu Bengoshi Jimusho, Robert Melson and Kimiharu Shidara recently advised a major European real-estate finance bank and its Japanese subsidiary on the acquisition of a portfolio of TMK bonds relating to multiple Japanese real-estate finance transactions.

Less active than many of its competitors in the table, Sidley Austin Nishikawa Foreign Law Joint Enterprise occasionally assists its market-leading US team on capital markets transactions.