Next Generation Partners: Bengoshi

Firms To Watch: Capital markets: Independent local firms

Oh-Ebashi LPC & Partners advises market players including issuing enterprises, underwriting companies and investors in the structuring of investments and regulations around the Financial Instruments and Exchange Act (“FIEA”), as well as negotiation, preparation and review of contracts. Seigo Takehira is a key name to note.
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Capital markets: Independent local firms in Japan

Anderson Mori & Tomotsune

Anderson Mori & Tomotsune combines a strong structured finance and securitization practice with a reputation for cross-border debt and equity capital markets transactions, inbound and outbound. Specialisms include primary offerings of Samurai bonds by international issuers, secondary distributions in the Japanese market of debt securities issued by foreign issuers, global and Japanese offerings of equity securities by international and Japanese issuers, and international offerings of convertible bonds by Japanese issuers. The firm is also known for representing  J-REITs in the market. Hironori Shibata is a key name in the fields of general corporate matters, international finance and cross-border M&A transactions, with a focus on international capital markets. He leads a deep bench of experts including Kagayaki Funakoshi, who covers equity and debt offerings in domestic and international capital markets, IPOs, M&A, and support to start-ups and J-REITs.

Practice head(s):

Hironori Shibata

Testimonials

‘AM&T acknowledges clients’ business strategy much better than other firms, and provides best services based on that understanding.’

‘Takehisa Sato is the best legal advisor in Japan real estate capital market field in knowledge, experience and client services. His team leader, Harume Nakano, manages and leads the team very well.’

‘Industries expertise, timely response, deep analysis, reasonable legal fees. It also understands well our bank’s culture and our internal procedure, therefore it is very easy for us to ask and explain the matter.’

‘They have industries expertise and give us deep analysis in a timely manner at reasonable fees.’

Key clients

Mizuho Securities Co., Ltd.

Daiwa Securities Co. Ltd.,

Morgan Stanley & Co. International plc

Nomura Securities Co., Ltd.,

BofA Securities Japan Co., Ltd.

JPMorgan Securities Japan Co., Ltd.

Forum Engineering Inc.

Star Asia Investment Corporation

Nippon Building Fund Inc.

Kenedix Residential Next Investment Corporation

Sumitomo Mitsui Banking Corporation

ANA HOLDINGS INC.

Daiwa Capital Markets Europe Limited,

Nomura International plc,

SMBC Nikko Capital Markets Limited,

Mizuho International plc,

Merrill Lynch International

Kyushu Electric Power Co., Inc.

Nomura Research Institute, Ltd. (“NRI”)

Nippon Prologis REIT, Inc.

Renewable Japan Energy Infrastructure Fund, Inc.(TSE 9283) (“RJIF”)

CORPORACIÓN ANDINA DE FOMENTO (“CAF”)

Berkshire Hathaway Inc.

AIRTECH JAPAN,LTD.

Work highlights

  • Advised Mizuho Securities Co on the issuance by GLP Pte. Ltd. of Japanese yen dominated TOKYO PRO-BOND MARKET listed bonds guaranteed by Credit Guarantee and Investment Facility, a trust fund of the Asian Development Bank.
  • Advised Daiwa Securities Co. Ltd., Morgan Stanley & Co. International plc and Mizuho Securities Co., Ltd. as the joint global coordinators on the global offering of common shares of Japan Airlines Co., Ltd.
  • Advised the Underwriters, of which the Joint Global Coordinators were Nomura Securities Co., Ltd., Daiwa Securities Co. Ltd., Mizuho Securities Co., Ltd., BofA Securities Japan Co., Ltd. and JPMorgan Securities Japan Co., Ltd. on the global offering of common shares of SoftBank Corp.

Mori Hamada & Matsumoto

The full service practice of Mori Hamada & Matsumoto encompasses a range of advice to Japanese issuers’ listings on stock exchanges around the world, including in New York, Hong Kong and Singapore, as well as assistance to underwriter and issuer clients in compliance and regulatory issues. In addition to these core services, the firm provides strength in securitization, structured finance and derivatives, as well as accounting tax and business. Katsumasa Suzuki leads the capital markets team with Taro Omoto, while Akira Ehira heads up the structured finance and derivatives practice with Masanori Sato . Another key name in the area is Katsuyuki Tainaka, who has expertise in equity and debt transactions.

Practice head(s):

Katsumasa Suzuki; Taro Omoto; Akira Ehira; Masanori Sato

Other key lawyers:

Katsuyuki Tainaka; Sonoko Amano; Masayuki Ishibashi

Testimonials

‘MHM team has extensive expertise and know-how in Japanese equity finance market.’

‘I have been working with MHM for 4 and a half years since early 2017 for our company’s IPO in Dec. 2018 and PO in Sept. 2020. Our company uses MHM as a legal advisor in general and decided to use MHM for IPO and PO as a legal advisor for the domestic offering. They show very high performance as a legal advisor. Their quick response was very attractive in particular. Their attitude was very sincere, and I felt enthusiasm in achieving their jobs. ’

‘Katsuyuki Tainaka has a broad skill & expertise for legal matters and enough knowledge of our company as well as the telecommunications industry in Japan.

‘Sonoko Amano was mainly responsible for developing the Share purchase agreement, negotiating with counter legal advisors working for sec. firms. I like her quick and stable work.’

‘Mori Hamada & Matsumoto provide quick and accurate answers to professional questions from customers. In particular, I feel that the extensive knowledge of the capital market and the content of advice on practice are superior to those of other law firms.’

‘Masayuki Ishibashi, a lawyer, has a deep understanding of the law and provides customers with very easy-to-understand explanations. He gives quick and accurate advice on complex business issues. He is also familiar with the practice of the Japanese financial instruments market, so he has an appropriate sense of balance and can provide legal advice with peace of mind.’

‘Mori Hamada & Matsumoto Law firm has a lot of experience and achievements in the field of capital markets such as public offering of REITs, M&A, security tokens, etc., and is reliable compared to other law firms.’

Key clients

Shinsei Bank, Limited

Goldman Sachs International and Goldman Sachs Japan Co., Ltd.

J.P. Morgan Securities plc

Merrill Lynch International and Merrill Lynch & Co., Inc.

Morgan Stanley & Co. International Plc., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and Morgan Stanley MUFG Securities Co., Ltd.

UBS AG, London Branch

Daiwa Securities Co. Ltd.

Mizuho Securities Co., Ltd.,

Nomura Securities Co., Ltd.

SMBC Nikko Capital Markets Limited and SMBC Nikko Securities Inc.

Japan Bankers Association

MUFG Bank, Ltd.

Mizuho Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Bank, Limited

Mitsubishi UFJ Trust and Banking Corporation

Japan Bank for International Cooperation

Canadian Solar Infrastructure Fund, Inc.

Enex Infrastructure Investment Corporation

Takara Leben Infrastructure Fund

JAPAN POST HOLDINGS Co., Ltd.

SoftBank Group Corp.

Marubeni Corporation

Nippon Life Insurance Company

Recruit Holdings Co., Ltd.

Toyota Industries Corporation

Daiwa House REIT Investment Corporation

Mori Hills REIT Investment Corporation

PGIM Real Estate Finance, LLC

Work highlights

  • Advised Asahi Group Holdings, Ltd. as it conducted its first ever global offering of shares of common stock since 1989 and the second Euro bond offering since 2017.
  • Acted for SoftBank Corp. as issuer and SoftBank Group Corp. as selling shareholder in respect to the first follow-on global offering of the issuer. since its IPO in 2018.
  • Advised MUMSS on financing for biotech venture company Spiber Inc. through a “value securitisation” scheme arranged by MUMSS

Nagashima Ohno & Tsunematsu

With expertise across the spectrum of transactions Nagashima Ohno & Tsunematsu’s experience includes global offerings by Japanese issuers of equity and debt securities, global and domestic IPOs, Japanese offerings by foreign issuers and J-REIT transactions. The strong capital markets practice, led by Fumihide Sugimoto, is combined with a well-regarded securitization team that worked on the first ever structured revenue bonds issuance of a Japanese municipality government and the first structured covered bonds issuance by a Japanese bank. Other key names in the area include Miyuki Ishiguro , Motohiro Yanagawa  and Hidetaka Mihara.

Practice head(s):

Fumihide Sugimoto

Testimonials

‘This firm has provided us superb legal advice in structured finance area for long time, especially in securitization area. Without their strong support, we’ve never accomplished the first ABS backed by auto loan including residual value in Japan.’

‘Motohiro Yanagawa, Partner, who leads his team and support many transactions for us, has broad knowledge about structured finance and creativity which helps us achieve several new deals in Japan, i.e. Auto Loan ABS including residual value and Auto Lease ABS including maintenance, which are the first transaction in Japan.’

‘Yuichi Miyashita, a partner at Nagashima Ohno and Tsunematsu, understands commercial realities and the nature of cross-border transactions. We are very pleased with his quality of works and dedication. He is highly accessible and responsive to our inquiries, and provides very logical/clear advice as well as practical solutions that satisfy our commercial objectives. Especially, he has deep knowledge in the area of capital markets practice in Japan, and therefore he is our preferred legal advisor for the transactions related to such practice area.’

‘Kimura Sosuke and Miyashita Yuichi. They’re young partners but their advices are very helpful.’

‘They are well experienced team with highly qualified capability. Their work is not omly reliable but also speedy.’t

‘Motohiro Yanagawa is a well experienced partner. His suggestions and opinions are beyond our expectation.’

Key clients

Mitsubishi UFJ Financial Group, Inc.

Mizuho Financial Group, Inc.

Sumitomo Mitsui Financial Group

Sumitomo Mitsui Trust Holdings, Inc

Morgan Stanley

Bank of America

Nomura Securities Co., Ltd.

JP Morgan

Credit Suisse

Daiwa Securities Co. Ltd.

Development Bank of Japan

Japan Airlines Co., Ltd.

Japan Finance Organization for Municipalities

BNP Paribas

Resona Bank Limited

Work highlights

  • Advised Japan Airlines Co., Ltd. in its global public offering of common stock.
  • Advised Nomura Securities Co., Ltd. and other underwriters in the global public offering of common stock of ANA HOLDINGS INC.
  • Advised Sumitomo Mitsui Trust Bank, Limited in the issuance of Series 1 €850,000,000 0.01 per cent Bonds due 2027 under its €5,000,000,000 Covered Bond Programme.

Nishimura & Asahi

Nishimura & Asahi provides full coverage for capital-market transactions, from debt, equity and hybrid securities to J-REITs. The firm’s practice stands out for its ability to assist with securitization in all asset classes, both domestic and cross-border transactions. Another area of strength is derivatives transactions, including advising on documentation, business conduct rules, dispute resolution, margin regulations and capital regulations. Team leader Kohei Koikawa is known for expertise in equity and debt transactions, notably IPOs, follow-on offerings, convertible bonds, hybrid securities, global bonds, Euro bonds, Samurai bonds and J-REITs. Also active in the area is finance specialist Masaru Ono.

Practice head(s):

Kohei Koikawa

Other key lawyers:

Masaru Ono

Key clients

Visional, Inc.

Takeda Pharmaceutical Co., Ltd.

Japan Finance Corporation

Orient Corporation

SMBC Nikko Securities

Sosei Group Corporation

Mitsubishi UFJ Lease & Finance Co., Ltd.

Maruwa Unyu Kikan Co., Ltd.

SBI Holdings, Inc.

Japan Airport Terminal Co., Ltd.

Work highlights

  • Advised Visional, a well-known Japanese unicorn that provides an online direct recruiting platform called bizreach, on its pre-IPO placement, global IPO and listing on the TSE.
  • Advised Takeda on its issuance of unsecured senior notes, denominated in US dollars and in Euro, and issued in multiple tranches. Takeda plans to use the proceeds from the offering primarily to prepay debt incurred in connection with Takeda’s acquisition of Shire plc in 2019, which was the largest acquisition ever conducted by a Japanese company.
  • Advised Japan Finance Corporation, the deal coordinator, on a transaction where fourteen Japanese regional financial institutions that extend various loans to small and medium-sized enterprises transferred the credit risk of the loans to investors by way of credit default swap transactions.

TMI Associates

Known for its international expertise across the EU, Asia and the USA, TMI Associates has experience representing issuers and underwriters in offerings of debt securities in the Japanese market by international corporations. The firm provides comprehensive services in financial matters, including corporate and structured finance, REITs, derivative transactions, securities, regulations, project finance and securitisation. Banking and capital markets specialist Yoshiyasu Yamaguchi leads the team that includes Hiroyoshi Kuromaru, who has particular expertise advising on public offerings and secondary distributions of bonds and notes, in Japan and abroad.

Practice head(s):

Yoshiyasu Yamaguchi

Other key lawyers:

Hiroyoshi Kuromaru

Key clients

Daiwa Securities Co. Ltd.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Mizuho Securities Co., Ltd.

SMBC Nikko Securities Inc.

Nomura Securities Co., Ltd.

BNP Paribas Securities (Japan) Limited, Tokyo Branch

HSBC Securities (Japan) Limited

Universal Entertainment Corporation

Nomura Trust and Banking Co., Ltd.

FRUTAFRUTA, Inc.

Work highlights

  • Advised Mitsubishi Corp.-UBS Realty Inc. (“MC-UBS”) in relation to the absorption-type merger of Japan Retail Fund Investment Corporation (“JRF”) and MCUBS MidCity Investment Corporation (“MMI”), analysed the investor structures of both REITs, planned the possible reorganization structure and provided legal analysis on the U.S. investors’ shareholding structure of the target REIT (MMI).
  • Conducted due diligence of Roland, issued a legal opinion, prepared and reviewed documents for the transactions, and provided legal advice related to the transaction.
  • Advised Nanofilm on various matters in relation to an Initial Public Offering.

Atsumi & Sakai

Atsumi & Sakai practice head, Fumiko Oikawa focuses on capital markets and securitisations. The firm also handles a range of securitisation and structured finance matters acting for clients including arrangers, investors, trust banks, international activist funds and hedge funds. 

Practice head(s):

Fumiko Oikawa

Kaynex Law Offices

Kaynex Law Offices’ has experience in structured finance, securitisation, capital markets, banking and real estate, as well as providing expertise in regulations. Advising on cross-border and domestic matters Norifusa Hashimoto leads the team and his broad experience includes samurai bonds, debt private placements and repackagings, structured finance, general securities and corporate finance advice.

Practice head(s):

Norifusa Hashimoto