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Capital markets: International firms and joint ventures in Japan

Clifford Chance

The capital markets practice at Clifford Chance features a pre-eminent team of Tokyo based partners and associates and covers the range of capital markets products and is known for its Samurai, Uridashi, and Tokyo Pro-Bond expertise. Led by Leng-Fong Lai, the team also has particular strength in advising on equity offerings and investments and equities, hybrid securities, and liability management. Lai’s focus is on on- and off-balance sheet structured financial products and other structured finance transactions. Also of note within the team is Reiko Sakimura, who is an expert in public convertible bonds and structured MTNs. At a non-partner level, counsels Yasuko Moriwaki and Chihiro Ashizawa are core team members, with Moriwaki offering expertise in convertible and straight bonds, MTNs, and equity offerings by Japanese issuers, and Ashizaawa focuses on debt market issues in the Japanese market.

Practice head(s):

Leng-Fong Lai

Other key lawyers:

Reiko Sakimura; Eiichi Kanda; Yasuko Moriwaki; Chihiro Ashizawa

Testimonials

‘Clifford Chance Tokyo Capital Market team has already established its brand led by Reiko Sakimura. Her team is capable enough to handle multiple transactions efficiently.’

‘While respecting technicality and client handling skills, Reiko Sakimura is a diversity champion and from this perspective, she is a leader in the industry and role model.’

Key clients

Nomura

SMBC Nikko

Daiwa

Mizuho

Bank of America

Morgan Stanley

MUFG

Citigroup

Lloyds Banking Group plc/Lloyds Bank plc

Barclays PLC/Barclays Bank PLC

Standards Chartered PLC

HSBC Holdings plc/HSBC Bank plc

Nordea Bank Abp

ING Group N.V./ING Bank N.V.

Banco Santander-Chile

Credit Suisse International

First Abu Dhabi Bank P.J.S.C.

Asahi Mutual Life Insurance Company

Lifenet Insurance Company

Work highlights

  • Advised Morgan Stanley and MUFG Securities as Joint Lead Managers on structuring, marketing and execution of an offering (including the disclosure, TLAC and the sustainability bond aspects) by Mitsubishi UFJ Financial Group, Inc. (MUFG) of the first COVID-response bond out of Japan.
  • Advised Nomura, SBI Securities and Daiwa as Joint Lead Managers on the issue by SBI Holdings of JPY70 billion of zero coupon convertible bonds.
  • Advised SMBC Nikko and UBS as Joint Lead Managers on the issue by euglena Co., Ltd. as Issuer of new shares of common stock in the RegS international market, which was part of the acquisition financing by the Issuer of its acquisition of Q’sai from Coca-Cola Bottlers Japan.

Davis Polk & Wardwell LLP

The team at Davis Polk & Wardwell LLP is highly respected by Japanese and international issuers and underwriters in equity, debt, hybrid, structured and liability management transactions. The practice is led by Jon Gray and Christopher Kodama, who are instructed by financial institutions and blue chip issuers across a number of industries, including technology, manufacturing, real estate, and insurance. Gray has over 30 years of experience within the Japanese financial sector and with Kodama has led on some 36 capital markets transactions with an aggregate value of over $72 billion. Kodama also has significant depth of expertise related to US public company matters, SEC-registered and private offerings, representing some of the largest Japanese issuers of debt securities in the international market. Chihiro Sasaki is also key figure for his expertise related to SEC-registered and private offerings.

Practice head(s):

Jon Gray; Christopher Kodama

Other key lawyers:

Chihiro Sasaki

Testimonials

‘Davis Polk Tokyo Capital Market team has recently expanded the team with capable associates and becomes able to deliver services with appropriate layers among partner, senior counsel and associates. In terms of diversity, the team is comprised of quite diversified professionals.’

‘Jon Gray is one of the best capital market partners in Japan as he stands up for issues and asks appropriate questions.’

Key clients

PLAID, Inc.

Development Bank of Japan Inc.

Sumitomo Mitsui Financial Group, Inc.

Sumitomo Mitsui Trust Bank, Limited

SMBC Nikko Securities Inc.

Mizuho Securities Co., Ltd.

The Metropolis of Tokyo

Mitsubishi HC Capital Inc.

Sumitomo Life Insurance Company

Nippon Life Insurance Company

Work highlights

  • Advised PLAID, Inc. on its initial public offering and Tokyo Stock Exchange listing of shares of its common stock (approximately $231.6 million).
  • Advised the international joint lead managers on Roland Corporation’s initial public offering of shares of its common stock (approximately $349.1 million).
  • Advised the international joint lead managers and joint bookrunners on Visional, Inc.’s initial public offering and Tokyo Stock Exchange listing of shares of its common stock (approximately $631 million).

Linklaters

The Tokyo office for Linklaters works across the firm’s integrated practice and has a dedicated joint-law structured practice in Japanese and English law. It advises on the full range of matters including derivatives, securitisation, repackaging, trusts and corporate finance matters. The team is co-led by a triumvirate of Peter Frost; Motoyasu Fujita and Kenneth Lam who have established long-standing relationships with industry bodies and authorities and regulators such as the ISDA, the FSA with regard to LIBOR reform and the Ministry of Finance; and the Financial Law board. Frost advises on a range of outbound debt, equity and equity-linked capital markets transactions. Lam specialises in structured securities and derivative transactions, and Fujita has expertise in advising financial institutions on the regulations on derivatives and other market transactions.

Practice head(s):

Peter Frost; Motoyasu Fujita; Kenneth Lam

Other key lawyers:

Kosuke Miyashita; Kei Niinuma

Testimonials

‘The team led by Peter Frost is highly respected among clients. The team members have long working experience in Japan and as such they are aware of Japanese clients particular needs. The team is recently expanded by adding a new partner, Taiki Ki who is expected to lead Japan deals along with Peter.’

‘Peter Frost is appointed as a national partner as a result of his commercial and other contribution to Japan office. I am very much pleased with his promotion and expect him to lead the entire Japan office. He is a true Linklaters culture career.’

‘They have a very good understanding of both legal issues and business issues, including market trends/preferences, which makes their advice even more valuable particularly in a field where there is not much precedent.’

‘The team as a whole are very understanding and responsive to the needs of the clients. Motoyasu Fujita (Partner), Yosuke Unami (Managing Associate), Kei Niinuma (Managing Associate), to name a few, particularly stand out.’

‘Leading capital market team with a vast network of Linklaters knowledge to support them.’

‘Dedicated team of lawyers led by a well-respected partner, who does not ignore needs of clients however small.’

‘Peter Frost has been in the market for a long time. He is technically superb yet very pragmatic and approachable. He is hands on and understands commercial points which his clients care about.’

Key clients

Bank of America Merrill Lynch / Merrill Lynch Japan Securities Co., Ltd

Barclays Capital Japan Limited

Citigroup Global Markets Limited

Credit Suisse Securities (Japan) Limited

BNP Paribas Securities Corp.

Daiwa Securities Co. Ltd.

Deutsche Bank Securities Inc.

Japan Bank for International Cooperation

J.P. Morgan Securities plc.

J.P.Morgan Securities Japan Co., Ltd.

Merrill Lynch International.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Mitsubishi UFJ Securities International plc

Mizuho International plc

Mizuho Securities Co., Ltd.

Morgan Stanley & Co. International plc

Nomura Securities Co., Ltd.

SMBC Nikko Capital Markets Limited

The Bank of New York Mellon

UBS Limited

UBS Securities Japan Co., Ltd,

Work highlights

  • Advised the arranger group on the establishment of the €5billion Sumitomo Mitsui Trust Bank Covered Bond Programme, and the issuance of the first series of €850 million covered bonds off the programme.
  • Advised Morgan Stanley & Co. International plc on the issue by Asahi Refining USA Inc., a US gold refining company, of zero coupon guaranteed convertible bonds due 2026.

Shearman & Sterling

Shearman & Sterling' capital markets practice is headed by Masahisa Ikeda  who leads the team in representing corporate issuers, financial institutions and government affiliated entities on the full range of capital markets matters. The firm offers expertise in SEC registered offerings, Rule 144A/Regulation S work, domestic and global IPOs by Japanese companies, disclosures, and compliance. The team advises extensively on US securities law and compliance matters relating to tender offers for Japanese companies, and has an enviable client list of blue chip corporations such as Danone, LINE Corporation, and Toyota Motor Corporation. Ikeda has over 30 years of experience, particularly in advising and representing Japanese industrial and financial clients with corporate governance-related advice. Another name of note is Toshiro Mochizuki , who focuses on advising issuers and underwriters on global offerings, disclosure, and other securities law issues.

Practice head(s):

Masahisa Ikeda

Other key lawyers:

Toshiro Mochizuki

Key clients

Advantest Corporation

Ant Capital Partners

Danone

LINE Corporation

Maeda Corporation

Mercuria Investment Co.

Open House Co., Ltd.

Sawai Pharmaceutical Co., Ltd.

Toyota Motor Corporation

Work highlights

  • Advised Toyota Motor Corporation in connection with its first U.S. dollar sustainability bond offering, consisting of $1.25 billion 0.681% senior notes due 2024, $1 billion 1.339% senior notes due 2026 and $500 million 2.362% senior notes due 2031.
  • Advising Maeda Corporation., a Japan-based construction company, on its adoption of holding company structure through a share transfer.
  • Advising Danone on its block trade of shares of common stock, sold pursuant to Regulation S and Section 4(1½).

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP’s capital market practice has particular strength in cross-border capital raising matters. The practice acts for both issuers and underwriters and has extensive expertise in securities law, IPOs, global equity offerings, debt offerings, and bank capital transactions. The team is jointly headed by Alan Cannon, who is both an equity and debt offerings expert, with recent instructions from Japan Airline and Asahi in global equity offerings combined worth US$3bn. Takahiro Saito is co-head, having recently worked on several high-profile transactions including All Nippon Airways’ US$3bn equity offering. David Snowden is a key member of the team, advising both Japanese issuers and international financial institutions on a wide range of securities offerings.

Practice head(s):

Alan Cannon; Takahiro Saito

Other key lawyers:

David Snowden; Taki Saito

Testimonials

‘We cannot complete counsel formation for global IPO and other international capital market transactions without Simpson Thacher. Simpson Thacher is equally and superbly capable for acting either an issuer and underwriters.’

‘Their associates are far beyond in quality and experience as well as hardworking. We cannot run a deal without them! I would like to highlight their dedication to the deals and deliver my appreciation to them in this survey.’

‘Alan Cannon is my go-to-partner for any complicated or unprecedented matters. His advice is highly regarded by clients. He handles clients and diligence and disclosure on Nissan debut debt offering under the circumstances where Nissan have had governance issues.’

Taki Saito is the best in the market for holding a pen. His disclosure is concise and yet addresses material issues. He accumulated his knowledge in certain industries including semiconductor and HR tech.’

Key clients

ANA HOLDINGS INC.

ARUHI Corporation

Asahi Group Holdings Ltd.

BofA Merrill Lynch

Citigroup

Dai-ichi Life Insurance

Daiwa Securities

Goldman Sachs

Idemitsu Kosan

J.P. Morgan Securities

Japan Airlines

Morgan Stanley

Mitsubishi UFJ Securities

Mitsui Fudosan

Mizuho Bank

Mizuho Financial Group

Mizuho Securities

NEC Corporation

Nissan Motor Co., Ltd.

Nissin Foods

Nomura Securities

Roland Corporation

Seven & i Holdings

SMBC Nikko Capital Markets

Suntory Holdings

Work highlights

  • Advised ANA HOLDINGS INC. in a ¥320 billion (approximately US$3 billion) offering of shares of common stock.
  • Advised Nissan Motor Co., Ltd. In the US$8 billion and €2 billion senior notes offering, one of the biggest deals in Asia in 2020 (according to Refinitiv).
  • Advised underwriters in the €3.6 billion and US$7 billion SEC-registered notes offering by Takeda, which was the largest offshore bond deal from Asia Pacific in 2020 (according to Refinitiv).

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)‘s capital markets team is headed by Seiji Matsuzoe and has long been considered a staple in Japan’s international capital markets arena. The firm advises Japanese and foreign corporations and government organisations on various stock and bond-related work in combination with the firm's global offices. The team is highly regarded in the Samurai bonds sector and specializes in tailoring structures taking into account regulatory and tax requirements across a wide range of industries. Also of note within the team is Gavin Raftery, particularly for his banking and finance expertise and experience in derivatives, structured finance and securitisation.

Practice head(s):

Seiji Matsuzoe

Other key lawyers:

Gavin Raftery; Seishi Ikeda; Akiko Hosokawa

Testimonials

‘Baker McKenzie is one of the most famous law firm in Japan, they have given us legal advised in a broad range of areas.’

‘Seiji Matsumoto and Gavin Raftery have managed their associates well.’

Key clients

Keysight Technologies, Inc.

AbbVie Inc.

3M Company

McDonald’s Corporation

Abbott Laboratories

Hewlett Packard Enterprise Company

Pfizer Inc.

Mitsubishi UFJ Trust Bank

Fitch Ratings Japan

Dai-ichi Life Holdings Inc.

Morrison Foerster

The capital markets team at Morrison Foerster has a core team of bilingual lawyers with an active US high-yield debt practice. A key client for the firm is SoftBank Group which has instructed the team on a number of liability management matters and transactions. The team is co-led by Fuyuo Mitomi and Kenji Hosokawa, who have overseen the firm's continued growth in the J-REIT market, recently acting for Nippon Prologis on its latest ¥38.6bn global offering. Names of note include Mitsutoshi Uchida, Jesse Gillespie and Akihiro Wani.

Practice head(s):

Fuyuo Mitomi; Kenji Hosokawa

Other key lawyers:

Mitsutoshi Uchida; Jesse Gillespie; Akihiro Wani

Testimonials

‘MoFo Japan capital market team seems finally settled with three partners. Nozomi Oda, a Japanese national and female dual qualified partner. Kenji Hosokawa is a JREIT specialist and with Nozomi’s joining, can expand his technical expertise to complicated corporate transactions.’

‘Nozomi Oda is a reliable partner with strong connections with regulators based on her experience at FSA. She covers diversified areas from investigation, compliance and corporate and capital market transactions.’

‘Jesse Gillesby opened a door to US capital market for Mitsubishi Corporation, which will be followed by other trading companies. Appreciated! ’

 

Key clients

SoftBank Group Corp.

Nomura Securities

Daiwa Securities Co. Ltd.

Asahi Refining USA Inc.

SMBC Nikko Securities

Mizuho Securities

Japan Bank for International Cooperation (JBIC)

Nippon Prologis REIT, Inc.

Barclays Bank PLC

GLP J REIT

Lodha Group

Work highlights

  • Advised SoftBank in liability management exercises with respect to its outstanding high yield notes and in transactions under its ¥4.5 trillion yen monetization program
  • Represented Asahi Refining USA in a Regulation S global offering of its zero coupon convertible bonds due 2026; a deal of first impression for a Japanese company.
  • Advised JBIC in its most recent shelf registration of debt securities worth US$16 billion.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s capital markets practice is led by the well regarded Tong Yu, who is a key partner in the firm’s relationship with MUFG, of which the firm has been a continued advisor for. The practice also routinely handle equity, debt and hybrid securities offerings and the full range of SEC-registered public offerings, Rule 144A offerings and private placements for Japanese issuers and underwriters. At a non-partner level, Makoto Nishigai is a key member and is an experienced securities lawyer.

Practice head(s):

Tong Yu

Testimonials

‘Paul Weiss capital market team in Tokyo is highly regarded in its continuous involvements in Mitsubishi UFJ Financial Group SEC registration. Given periodical human resource rotations in its client as in other Japanese companies, knowhow and precedents are not properly stored within the organization. However, Paul Weiss team fill in missing parts hidden in history. Their over 20 year continuity cannot be easily replaced for them. We as underwriters would also appreciate Paul Weiss institutional memories.’

‘Tong Yu is well balanced partner with weapon of his technical strengths. I like working with Tong who carries personal charms and humor under pressure.’

 

Key clients

Mitsubishi UFJ Financial Group, Inc.

MUFG Bank

Citigroup

Mitsubishi UFJ Trust and Banking Corporation

Sumitomo Corporation

NEC Corporation

Work highlights

  • Advised Mitsubishi UFJ Financial Group, Inc. in its offering of US$1.75 billion of 1.412% fixed rate senior notes due July 2025 and US$1.25 billion of 2.048% fixed rate senior notes due July 2030 lead managed by Morgan Stanley, MUFG Securities Americas, BofA Securities and J.P. Morgan Securities.
  • Advised Mitsubishi UFJ Financial Group, Inc. in its offering of US$2.6 billion of 2.193% senior unsubordinated unsecured notes due 2025 and US$1.15 billion of 2.559% fixed rate senior unsubordinated unsecured notes due 2030 lead managed by Morgan Stanley, MUFG Securities Americas, BofA Securities and J.P. Morgan Securities.
  • Advised Mitsubishi UFJ Financial Group, Inc. in its issuer partial cash tender offer for US$1.6 billion aggregate principal amount of five tranches of outstanding debt securities.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP offers a capital markets practice that routinely advises Japanese corporations and financial institutions on corporate transactions such as rule 144A offerings and significant IPOs on the Tokyo stock exchange. The team is co-led by Kenji Taneda and Mitsuhiro Kamiya. Kamiya manages the wider Tokyo office while Taneda has significant experience in equity and debt offerings for clients such as Daiwa, Nomura, and Mizuho. Also of note is Ken Kiyota.

Practice head(s):

Kenji Taneda; Mitsuhiro Kamiya

Other key lawyers:

Ken Kiyota

Testimonials

‘Skadden, a relatively smaller team than its peers, efficiently manages deals and provides legal services with quality. We tend to recommend Skadden team for start-up companies IPOs as these IPOs require innovative yet conservative disclosure. Their global collaboration with other offices including DC, NY and US west coast offices adds incomparable values.’

‘Kenji Taneda is a leading partner who has re-established Skadden Japan capital market practice. Kenji is a good listener and trusted advisor for us, underwriters, as well as CEOs and CFOs of IPO companies.’

Key clients

NTT Group

Recruit Holdings Co. Ltd.

Nomura Securities Japan

Mitsubishi UFJ Morgan Stanley

Daiwa Securities

Mizuho Securities

SMBC Nikko

Visional

Appier

freee k.k.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP‘s capital markets team in Tokyo has expertise in registered US public offerings and Rule 144A/Regulation S offerings from Japan. The practice is jointly headed by the office’s managing partner, Keiji Hatano, and the former managing partner, now of counsel to the practice, Izumi Akai.

Practice head(s):

Keiji Hatano; Izumi Akai