Next Generation Partners: Gaiben

Capital markets: International firms and joint ventures in Japan

Clifford Chance

The Tokyo team at Clifford Chance boasts capabilities in both Japanese and English law, offering expertise in a wide range of capital markets products, spanning samurai, uridashi and euro bonds, hybrid securities, structured debt and equity offerings. Leading the department is Leng-Fong Lai, who is especially sought after by large banks, hedge funds and sponsors to advise on repackaging, collateralised notes, asset back financings and other structured finance transactions. Notable for her extensive experience in handling international debt and equity capital markets products in Japan, Reiko Sakimura is recommended for public convertible bonds and medium-term notes. Eiichi Kanda often acts for both borrowers and lenders on structured financing transactions, with a focus on the real estate sector. Also noted are counsels Chihiro Ashizawa and Hajime Saito.

Practice head(s):

Leng-Fong Lai

Other key lawyers:

Reiko Sakimura; Eiichi Kanda; Chihiro Ashizawa; Hajime Saito


‘The firm is one of the top UK law firms in Japan in terms of capital markets expertise. It excels in cross-border debt and equity transactions, especially debt offerings.’

‘The firm boasts a wide range of debt issuers as clients.’

‘Reiko Sakimura is an excellent lawyer with a good sense of business and very good at debt transactions.’

‘Considerable experience and knowledge about Euro-Yen CB transaction.’

‘Practical legal advice providing solutions that meet the client’s needs.’

‘Reiko Sakimura is always a  pleasure to work with. Well familiar with the practice and responsive. Providing very logical and practical legal advice. Proposing solutions from a client’s perspective.’

Key clients

Arab Republic of Egypt

Accenture plc


Bank of America Merrill Lynch



Lloyds Banking Group

Mitsubishi UFJ


Morgan Stanley



SMBC Nikko

Standard Chartered

Work highlights

  • Advised the Arab Republic of Egypt on its inaugural issuance of $496mi (¥60bn) samurai bonds.
  • Acted for Mizuho Securities Asia Limited, Citigroup Global Markets Limited and JP Morgan Securities plc as joint lead managers on the issue by JERA Co., Inc, on its debut international capital markets securities offering.
  • Assisted Nomura International plc, Morgan Stanley & Co. International plc, Merrill Lynch International and BNP Paribas as dealers and joint lead managers with the establishment of an EMTN programme listed on Luxembourg Stock Exchange’s Euro MTF Market for East Japan Railway Company.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP has a longstanding reputation in the Japanese market, where it covers a wide range of capital markets products, including equity, debt, hybrid and structured securities. Often collaborating with the firm’s offices in Hong Kong, London and New York, the practice acts for a roster of domestic and international financial institutions blue-chip companies and government organisations. Standout practitioners include M&A and private equity transactions expert Kenneth Lebrun, who oversees the group alongside Jon Gray and counsel Christopher Kodama. Gray and Kodama have recently advised on a number of IPOs, follow-on equity offerings and sustainability-linked bonds. Also noted is associate Chihiro Sasaki, who handles SEC-registered and private offerings for both issuers and underwriters.

Practice head(s):

Jon Gray; Ken Lebrun; Christopher Kodama

Other key lawyers:

Chihiro Sasaki


‘The best firm for capital markets in Japan in terms of the expertise and willingness to assist clients. We feel the firm cares about is and does understand our needs and requirements.’

‘Best value for money.’

‘We have used them extensively on US regulatory matters, they are always very helpful.’

Key clients

Money Forward, Inc

Nippon Paint Holdings Co., Ltd

Development Bank of Japan Inc

Nippon Life Insurance Company

Sumitomo Mitsui Financial Group, Inc

Sumitomo Mitsui Trust Bank, Limited

Japan Finance Organization for Municipalities

The Metropolis of Tokyo

Mizuho Securities Co., Ltd

SMBC Nikko Securities Inc

Work highlights

  • Advised the international joint lead managers on the IPO and Tokyo Stock Exchange listing of Net Protections Holdings, Inc, valued at ¥67.7bn, approximately $596m.
  • Acted for the international joint lead managers on the IPO and TSE listing of Simplex Holdings, Inc, valued at approximately ¥35.7bn or $327m.
  • Assisted the international joint lead managers and joint bookrunners with the IPO and TSE listing of PHC Holdings Corporation, valued at approximately ¥82.6bn or $728m.


Regarded as the ‘go-to firm for all capital markets deals’, Linklaters houses a dedicated team of experts in both Japanese and English law, offering thorough advice on market practices in London and the European markets’. The group is noted for the breadth of its practice, which covers the whole gamut of capital markets products, including derivatives, repackaging, securitisation, trusts and corporate finance transactions. The practice, which is jointly led by Peter Frost, Motoyasu Fujita and Kenneth Lam, boasts a longstanding relationship with public bodies and regulators, including the ISDA, the Financial Services Agency and the Ministry of Finance. Frost is well regarded as ‘one of the most reliable advisers for RegS finance transactions’ while Fujita and Lam are recommended for structured capital markets securities and derivatives transactions. The team also includes counsels Kosuke Miyashita and Kei Niinuma.

Practice head(s):

Peter Frost; Motoyasu Fujita; Kenneth Lam

Other key lawyers:

Kosuke Miyashita; Kei Niinuma


‘Linklaters is our go-to firm for all capital markets deals. It gives us the best and thorough advice on English law and market practices in London and the European markets. Good value for money. Always responsive.’

‘Peter Frost is the best in the market for English law-related capital markets matters. He is easy to reach and quick to respond and very pleasant to work with.’

‘Tokyo team is very strong with solid ability to handle very complex matters. Among other things, the team’s expertise in this area has been very much essential for us.’

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

JP Morgan Securities plc

JP Morgan Securities Japan Co., Ltd

Merrill Lynch International

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd

Mitsubishi UFJ Securities International plc

Mizuho Bank, Ltd

Mizuho International plc

Mizuho Securities Co., Ltd.

Morgan Stanley Asia Limited

Morgan Stanley MUFG Securities Co., Ltd

Morgan Stanley & Co. International plc

MUFG Bank, Ltd

Nomura Securities Co., Ltd

Société Générale

Sumitomo Mitsui Banking Corporation

SMBC Capital Markets Inc

SMBC Nikko Capital Markets Limited

Sumitomo Mitsui Trust Bank, Limited

The Bank of New York Mellon

The Dai-ichi Life Insurance Company, Limited

UBS Limited

UBS Securities Japan Co., Ltd

Work highlights

  • Advised major domestic and international banks on LIBOR remediation projects in connection with their structured products and over-the-counter derivatives portfolios.
  • Acted for the Bank of China Limited, Tokyo Branch on the issue of Series 127. ¥10bn TONA-linked floating rate notes due 2024 under the Bank of China Limited’s $40bn medium term note programme.
  • Assisted the joint lead managers with Nippon Steel Corporation’s issue of ¥300bn zero coupon convertible bonds.

Simpson Thacher & Bartlett LLP

Covering a wide range of industries, spanning real estate, life sciences, telecom, manufacturing, and tech, Simpson Thacher & Bartlett LLP‘s Tokyo practice is often involved in complex multi-jurisdictional capital markets transactions. Recently, the team has been busy handling global equity issues, debt issuances, IPOs, and follow-on offerings for both domestic and international underwriters, financial institutions and corporates. The group is jointly led by Alan Cannon and Takahiro Saito. Cannon, who has a strong background in capital markets and M&A transactions, handles high-profile equity and debt issuances, including sustainability-linked bonds, and Sito is especially sought after to advise on global securities transactions such as Rule 114A, Regulation S and US registered offering. Another name to note is counsel David Snowden.

Practice head(s):

Alan Cannon; Takahiro Saito

Other key lawyers:

David Snowden; Xochitl Romo


‘Strong commitment to our project and enough allocated resources.’

‘All team members have excellent expertise and were very helpful in delivering a successful project.’

‘We mainly worked with Allan Cannon, David Snowden and Xochitl Romo. They are familiar with our industry and help us with solutions for the success of projects.’

Key clients

Ana Holdings Inc

ARUHI Corporation

Asahi Group Holdings Ltd

BofA Merrill Lynch


Dai-ichi Life Insurance

Daiwa Securities

Goldman Sachs

Idemitsu Kosan

JP Morgan Securities

Japan Airlines

Morgan Stanley

Mitsubishi UFJ Securities (MUFJ)

Mitsui Fudosan

Mizuho Bank

Mizuho Financial Group

Mizuho Securities

NEC Corporation

Nissan Motor Co., Ltd

Nissin Foods

Nomura Securities

OBIC Business Consultants (OBIC)

Renesas Electronics (Renesas)

PHC Holdings Corporation (PHC)

Roland Corporation

Seven & i Holdings

Showa Denko


SMBC Nikko Capital Markets


Sumitomo Mitsui Financial Group

Suntory Holdings

The Norinchukin Bank

Work highlights

  • Advised the international managers on the ¥843bn (approximately $7.46bn) equity offering of Post Holdings Co.
  • Acted for PHC Holdings Corporation on its ¥82.5bn global equity offering, including an offering to institutional investors outside Japan pursuant to Rule 144A and Regulation S under the Securities Act.
  • Assisted SUMCO CORPORATION with a primary offering of 52,174,000 newly issued common shares to institutional investors pursuant to Rule 144A and Regulation S.

Morrison Foerster

At Morrison Foerster, the Tokyo practice is particularly prominent in the US high-yield debt space, where it leverages the firm’s strong multi-jurisdictional capabilities to assist major financial institutions, including SoftBank Group Corp, the Japan Bank for International Cooperation and Mizuho Securities, with global offerings. Another area of strength of the group is real estate investment trusts. Managing partner Fuyuo Mitomi heads up the practice and often represents underwriters in global share offering mandates. Advising on US disclosure and reporting rules and SEC-registered transactions is Kenji Hosokawa while Akihiro Wani handles derivatives matters and Jesse Gillespie focuses on high-yield and investment-grade offerings.

Practice head(s):

Fuyuo Mitomi

Other key lawyers:

Kenji Hosokawa; Jesse Gillespie; Mitsutoshi Uchida; Akihiro Wani


‘Strong global network that helps clients to structure cross-border matters.’

‘Mitsutoshi Uchida is a well known partner in the market. His swift responses are always very helpful. He also keeps us updated on the latest issues in the market.’

‘Jesse Gillespie is able to give an appropriate advice on overall bond transactions, including liability management. His experience in working with Asian companies makes him unique.’

‘Bilingual team, great availability and engagement.’

‘Seamlessly integrated knowledge gained from advising its clients on other matters to the benefit of the new matter they are advising on.’

Key clients

SoftBank Group Corp

Nomura Securities

Daiwa Securities Co. Ltd

CRE Logistics REIT, Inc

SMBC Nikko Securities

Mizuho Securities

Japan Bank for International Cooperation (JBIC)

Nippon Prologis REIT, Inc

Barclays Bank PLC


Work highlights

  • Advised SoftBank Group in relation to a $7.35bn high-yield bond offering, one of the largest offering of non-investment grade securities ever by a Japanese issuer.
  • Acted for Mitsubishi Corporation in relation to a $500m global bond offering.
  • Represented JP Morgan Securities plc, Barclays Bank PLC, Daiwa Capital Markets Europe Limited and Morgan Stanley & Co International plc as underwriters in a Schedule B SEC-registered global offering of $580m 1.750% fixed rate notes due 2031 by the Japan International Cooperation Agency.

Shearman & Sterling

At Shearman & Sterling, the Tokyo-based capital markets team is recognised for its track record in handling SEC registration fillings and business combinations as well as cross-border corporate governance matters, most notably disclosure controls and insider trading policies. Led by Masahisa Ikeda, the practice offers corporate issuers, financial institutions and government entities assistance with a wide range of capital markets matters, including Regulation S offerings, US security law compliance, securities filings and listings on the NASDAQ and European stock exchanges. Working alongside Ikeda are Toshiro Mochizuki, who focuses on global offerings, disclosure requirements and business combinations, and regulatory compliance expert Kana Morimura.

Practice head(s):

Masahisa Ikeda

Other key lawyers:

Toshiro Mochizuki; Kana Morimura

Key clients

Advantest Corporation

GC Holdings Co., Ltd

LINE Corporation

Maeda Corporation

Maruka Corporation

Matsumotokiyoshi Holdings Co., Ltd

Mercuria Investment Co., Ltd

Sawai Pharmaceutical Co., Ltd

Taisho Pharmaceutical Holdings Co., Ltd

The Aomori Bank, Ltd

Work highlights

  • Advised Maeda Corporation, a Japan-based construction company, on its adoption of a holding company structure through a share transfer.
  • Acted for Matsumotokiyoshi Holdings Co., Ltd on its business combination through a share exchange with Cocokara Fine Inc.
  • Assisted Japanese regional banks The Aomori Bank, Ltd and The Michinoku Bank, Ltd with their adoption of a holding company structure through a share transfer.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP acts for major Japanese and international issuers, underwriters and financial institutions, including Morgan Stanley, JP Morgan, Mizuho and Mitsubishi UFJ Morgan Stanley Securities, on IPOs, follow-on offerings, and senior and subordinated note programmes. Mitsuhiro Kamiya overseas the group alongside ‘go-to partner’ Kenji Taneda, who is highly rated as ‘a strong US capital markets lawyer, with a strong technical background’. Kamiya and Taneda work with Ken Kiyota.

Practice head(s):

Mitsuhiro Kamiya; Kenji Taneda

Other key lawyers:

Ken Kiyota


‘We have started to work with Skadden more frequently since Kenji Taneda joined the firm. With his addition, Skadden has become one of the strongest US firms in the capital markets area in Japan.’

‘Kenji Taneda is a strong US capital markets lawyer, with a strong technical background. He is my go-to partner for complicated US securities law issues. I also like Ken Kiyota who is also a very good lawyer.’

Key clients

SMBC Nikko Securities Inc

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd

Daiwa Securities Co., Ltd

NTT Group

JPMorgan Securities Japan Co., Ltd

Recruit Holdings Co., Ltd

Simplex Holdings, Inc

Toyota Industries Corporation

Mizuho Securities Co., Ltd

Nomura Securities Co., Ltd

DENSO Corporation

Citigroup Global Markets Japan Inc

BofA Securities Japan Co., Ltd


Work highlights

  • Acted for Visional, Inc on its ¥66.88bn initial public offering on the Tokyo Stock Exchange.
  • Advised Morgan Stanley & Co International plc, Merrill Lynch International, Daiwa Capital Markets Europe Limited, JP Morgan Securities plc and Citigroup Global Markets Limited as international joint lead managers on the ¥395bn global offering of common stock of Renesas Electronics Corporation on the Tokyo Stock Exchange.
  • Assisted Simplex Holdings, Inc with its ¥33.5bn global initial public offering on the Tokyo Stock Exchange.

Baker McKenzie (Gaikokuho Joint Enterprise)

At Baker McKenzie (Gaikokuho Joint Enterprise), the Tokyo office works in an integrated basis with the firm’s global network to offer issuers, investment banks, shareholders and government bodies advice on cross-border matters, including stock exchange listings, note programmes, real estate investment trusts, international tender offers, securitisation and hedging transactions. With more than 20 years of experience in handling structured finance products, Seiji Matsuzoe leads the team, which includes Gavin Raftery, who focuses on venture capital, project finance, and derivatives; and counsel Hiroki Watanabe, a key contact for financial and securities regulation matters.

Practice head(s):

Seiji Matsuzoe

Other key lawyers:

Gavin Raftery; Hiroki Watanabe


‘The team has excellent expertise in guiding UK businesses through of setting up subsidiary in Japan. This includes useful checklists so that the process is articulated clearly and completely from the outset.’

‘Seiji Matsuzoe is extremely responsive and provides clear and practical advice.’

‘Seiji Matsuzo has extensive knowledge of the financial industry, especially investment management businesses. He is always flexible about his schedule, easy to catch up and delivers good solutions.’

Key clients

Universal Entertainment Corporation

Sun Corporation

Federated Hermes Limited

Toyota Finance Corporation

Abbott Laboratories

3M Company

AbbVie Inc

Agilent Technologies, Inc

Hewlett Packard Enterprise Company

Microsoft Corporation

Work highlights

  • Advised UEC and its subsidiary Okada Manila International Inc in Philippine on the De-SPAC transaction with 26 Capital Acquisition Corp on NASDAQ in the US.
  • Advised Sun Corporation, a parent company of Cellebrite DI Ltd in Israel, with respect to Cellebrite’s De-SPAC transaction with TWC Tech Holdings II Corp on NASDAQ in the US.
  • Acted for Toyota Finance Corporation on its public offering of debt securities.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP‘s Tokyo office is frequently sought after to handle equity, debt and hybrid securities offering, including SEC-registered and Rule 144A offerings as well as private placements on behalf of international and Japanese issuers and underwriters. With extensive experience in advising on capital markets transactions and cross-border M&A, Tong Yu heads up the practice, which has a longstanding relationship with Mitsubishi UFJ Financial Group. Christopher Frey left the firm in April 2022.

Practice head(s):

Tong Yu

Key clients

Mitsubishi UFJ Financial Group, Inc



Mitsubishi UFJ Trust and Banking Corporation

Sumitomo Corporation

NEC Corporation


Work highlights

  • Advised Mitsubishi UFJ Financial Group, Inc on its offering of $6bn senior callable fixed-to-fixed reset rate notes debt securities structured to qualify as external total loss-absorbing capacity (external TLAC) debt.
  • Acted for Mitsubishi UFJ Financial Group, Inc on its offering of $3bn senior callable fixed-to-fixed reset rate notes debt securities structured to qualify as external total loss-absorbing capacity (external TLAC) debt.
  • Assisted Mitsubishi UFJ Financial Group, Inc with its offering of $2.3bn senior callable fixed-to-fixed reset rate notes debt securities structured to qualify as external total loss-absorbing capacity (external TLAC) debt.