Capital markets: International firms and joint ventures in Japan

Clifford Chance

The capital markets team at Clifford Chance Law Office covers the full gamut of products including convertible, equity, exchangeable, samurai, uridashi, and eurobonds. The group leverages its bilingual capabilities to provide a particular strength in debt issuances – both Regulation S and Rule 144A – involving corporate issuers requiring new disclosures. Practice head Leng-Fong Lai is an expert in off-and on-balance sheet structured financial products, repackaging, asset-backed financings, and securitisations; office co-manager Reiko Sakimura is especially strong in public convertible bonds and MTNs. Also notable is real estate partner Eiichi Kanda and counsel Yasuko Moriwaki. Counsel Hajime Saito recently arrived from Linklaters.

Practice head(s):

Leng-Fong Lai

Testimonials

‘Clifford Chance is one of the most reliable legal advisers because of its vast international network, very efficient and high-quality work and excellent communication skills.’

‘Chihiro Ashizawa always provides very efficient, professional and high-quality work and legal advice. Her very wide and deep knowledge about Japanese and international laws and regulations and abundant experiences on the international front distinguish her from other counsel.’

Key clients

Nomura

Bank of America Merrill Lynch

Barclays

SMBC Nikko

Daiwa

Mizuho Securities

Morgan Stanley

Mitsubishi UFJ Securities

Citigroup

HSBC

Lloyds Banking Group

Credit Suisse

UBS

Work highlights

  • Acted as English legal advisers to Daiwa and the other joint lead managers on the issue by Sumitomo Forestry Co., Ltd. of JPY10bn Zero Coupon Convertible Bonds due 2023, the first-ever ‘green convertible bond’ in the world.
  • Advised Morgan Stanley and MUFG Securities and the other managers as English legal counsel in respect of the issues by Mitsubishi UFJ Financial Group, Inc. (issued as Series 10 and Series 13 under MUFG’s MTN Programme for issuance of TLAC-eligible notes) of green bonds, listed on the Euro MTF Market of the Luxembourg Stock Exchange.
  • Acted as English legal counsel to Citigroup Global Markets Limited and Morgan Stanley & Co. International plc as the joint book-runners and joint lead managers on the issue by Takashimaya Company, Limited of JPY60bn Zero Coupon Convertible Bonds due 2028, listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
  • Acted as US and English legal counsel to the joint lead managers on the Rule144A/Regulation S offering by The Metropolis of Tokyo of its $1bn 2.625% Bonds due2024, listed on the Regulated Market of the London Stock Exchange and on the Tokyo Pro-Bond Market of the Tokyo Stock Exchange.
  • Acted as the English counsel to Asahi Mutual Life Insurance Company as issuer on the issue of its $430m 6.50% Step-up Callable Perpetual Subordinated Bonds, listed on the Singapore Exchange.

Davis Polk & Wardwell LLP

The capital markets attorneys at Davis Polk & Wardwell LLP represent Japanese issuers as well as international and Japanese underwriters in equity, debt, hybrid, structured and liability management transactions that are directed abroad under Rule 144A or in SEC-registered transactions. Jointly led by Jon Gray and counsel Christopher Kodama, the team's client roster includes banks, investment banks, governmental organisations and companies in manufacturing, real estate, insurance and other industry sectors. In recent highlights, the firm handled the global IPO of Softbank and Altaba's sale of shares in Yahoo! Japan. Also notable is associate Chihiro Sasaki who regularly advises on SEC-registered and private offerings as well as bank regulatory capital instruments.

Practice head(s):

Jon Gray; Christopher Kodama

Other key lawyers:

Chihiro Sasaki

Testimonials

‘Davis Polk’s team is the best in the capital markets area in Japan in terms of its expertise, willingness to help and quick response times.’

‘Jon Gray is Tokyo’s favourite US law partner for Japanese issuers’ capital markets deals and generally for anything related to US law. He is very considerate, responsive and always thinks about his clients first.’

Key clients

Tokyu Fudosan Holdings Corporation

Sumitomo Mitsui Financial Group, Inc.

Mitsubishi UFJ Lease & Finance Company Limited

The Metropolis of Tokyo

Sumitomo Life Insurance Company

Nippon Life Insurance Company

Japan Finance Organization for Municipalities

SMBC Nikko Securities Inc.

Mizuho Securities Co., Ltd.

Daiwa Securities Co. Ltd.

Work highlights

  • Advised the underwriters as to US law in connection with the initial public offering of common stock of SoftBank Corp.
  • Advised the underwriters in connection with Altaba Inc.’s offering of shares of Yahoo! Japan Corporation.
  • Advised Tokyu Fudosan Holdings Corporation in connection with a follow-on global offering of 80,436,000 shares of common stock.
  • Advised the joint lead managers in connection with the debut SEC-registered takedown offering of senior notes by Toyota Motor Corporation.
  • Advised the joint lead managers in connection with the debut Rule 144A/Regulation S offering of senior notes by Seven & i Holdings Co., Ltd.

Linklaters

Linklaters' capital markets team has substantial experience in debt, equity-linked, high yield debt, regulatory capital, retail debt and equity. The practice operates on a pan-Asian basis and has particular expertise in the structured finance and derivatives field, credit-linked notes, and innovative repackaging technologies. Motoyasu Fujita is ISDA's external counsel and newly promoted partner Kenneth Lam heads the English lawyers in the Tokyo team. Peter Frost has vast experience across the capital markets space, including regulations and 144A transactions.

Practice head(s):

Peter Frost; Motoyasu Fujita; Kenneth Lam

Testimonials

‘Linklaters provides the most advanced legal advice on global derivatives regulations based on its strong global ties. It is also known for its high-level knowledge and experience in the derivatives transactions and global capital markets.’

‘Linklaters is a real go-to firm in Japan for capital markets matters (mainly for Reg S deals) and derivatives areas. They are also the best with regards to UK and EU regulations.’

‘Motoyasu Fujita is outstanding within the Linklaters team for his proactive support to his clients.’

‘Linklaters provides a real one-stop service to clients. RegS deals are the team’s main strength but it is extremely capable in all aspects of capital markets work.’

‘Peter Frost is reliable and responsive and gives a consistent performance.’

‘Ken Lam is always very helpful in assisting client in understanding derivatives-related regulations.’

‘The capital markets experts at Linklaters are practical and pragmatic in their approach, they have the ability to offer a practical solution to an issue, and they are personable and user-friendly.’

‘Peter Frost has been in the market for a long time and is highly experienced. He speaks Japanese beautifully and is extremely supportive of his clients through his international network of contacts.’

Key clients

Bank of America MerrillLynch / Merrill Lynch Japan

Securities Co., Ltd.

Barclays Capital Japan Limited

Barclays Securities Japan Limited

BNP Paribas Securities(Japan) Limited

BNP Paribas Securities Corp.

Citigroup Global Markets Japan Inc.

Citigroup Global Markets Limited

Credit Suisse International

Credit Suisse Securities (Japan) Limited

Daiwa Securities Co. Ltd.

Deutsche Bank Securities Inc.

HSBC Securities (Japan) Limited, Tokyo Branch

International Swaps and Derivatives Association, Inc.

J.P. Morgan Securities Japan Limited

J.P. Morgan Securities plc

Japan Bank for International Cooperation

Japan Securities Clearing Corporation

JPMorgan Chase Bank, N.A., Tokyo Branch

JPMorgan Securities Japan Co., Ltd

Merrill Lynch International

Merrill Lynch Japan Securities Co, Ltd.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Mitsubishi UFJ Securities International plc

Mitsubishi UFJ Trust and Banking Corporation

Work highlights

  • SMBC has established a €20bn English law-governed covered bond programme and issued the first series of €1bn covered bonds off the programme in November 2018. Linklaters acted for the arranger group and in such capacity was responsible for the structuring of the transaction from a legal perspective and for the drafting of transaction documents.
  • The group advised the lead managers on the Zero Coupon Convertible Bonds by LINE Corporation.
  • Advised the lead manager and bookrunner on the €500m Senior Floating Rate Green Bonds issued by Sumitomo Mitsui Trust Bank Limited.
  • The group advised the lead managers on the ¥65bn private placement of Japanese Yen Limited Recourse Bonds Series A (2018) issued by GazAsia Capital S.A.
  • The group advised Outsourcing Inc on its offer of 18,515,000 shares of common stock.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP's team intervenes in capital markets transactions involving Japanese issuers, particularly initial public offerings, global equity offerings, and bank capital transactions. The group also regularly represents underwriters in the Japanese market on global equity and debt offerings. Alan Cannon has previously handled the global offering of Yakult, the equity offering of Japan Post Insurance, the follow-on offerings of Nippon Prologis REIT, and the debt offerings by Takeda Pharmaceutical. Takahiro Saito regularly advises issuers and underwriters on global securities offerings by Japanese issuers, including Rule 144A/Regulation S offerings and US-registered offerings, as well as listings by Japanese issuers on US securities exchanges. David Sneider manages the Tokyo office but is much more involved on the corporate and M&A front. The junior echelons feature senior associate David Snowden.

Practice head(s):

David Sneider; Alan Cannon; Takahiro Saito

Other key lawyers:

David Snowden

Key clients

ARUHI Corporation

BofA Merrill Lynch

Citigroup

Dai-ichi Life Insurance

Daiwa Securities

Goldman Sachs

Idemitsu Kosan

J.P. Morgan Securities

Morgan Stanley

Mitsubishi UFJ Securities

Mitsui Fudosan

Mizuho Bank

Mizuho Financial Group

Mizuho Securities

Nomura Securities

Recruit Corporation

Renesas Electronics Corporation

Seven & i Holdings

SMBC Nikko Capital Markets

Suntory Holdings

Tsubaki Nakashima

World Co., Ltd.

Work highlights

  • Represented the international managers in connection with two follow-on offerings of Nippon Prologis REIT, Inc., both of which included international offering to institutional investors pursuant to Rule 144A and Regulation S.
  • Represented J.P. Morgan, Daiwa Securities and Mitsubishi UFJ Morgan Stanley, the joint global coordinators of a ¥311bn offering of shares of Japan Post Insurance Co., Ltd. by the selling shareholder, Japan Post Holdings Co., Ltd.
  • Represented World Co., Ltd. in connection with its ¥48.4bn global offering of 16,683,000 shares of common stock and listing on the Tokyo Stock Exchange.
  • Represented the underwriters, led by Goldman Sachs & Co. LLC, J.P. MorganSecurities LLC, Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc., in connection with the offering by ORIX Corporation of $500m of 4.05% Senior Notes due 2024.
  • Represented the underwriters in two SEC-registered offerings by Sumitomo Mitsui Financial Group, Inc. in 2018.

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)'s capital markets team advises Japanese and foreign corporations and government organisations on the offering and sale of securities in domestic and international markets, the development of financial products, IPOs, the offering and sale of bonds, REITs, and the establishment of funds and international tender offers. Although full-service, the group has a particularly strong expertise in the samurai bond space. Seiji Matsuzoe spearheads the practice with a focus on cross-border financing transactions and associated regulations. Also notable are banking and finance expert Gavin Raftery and associate Hiroki Watanabe. Ken Takahashi and Fusako Otsuka retired, while Hitoshi Sumiya joined TMI Associates as a partner.

Practice head(s):

Seiji Matsuzoe

Other key lawyers:

Gavin Raftery; Hiroki Watanabe

Testimonials

‘The team consistently shows the most up-to-date knowledge of the regulatory environment in Japan compared to other firms.’

‘Seiji Matsuzoe comes up with very innovative, pioneering ideas.’

Key clients

CPI Property Group

Barclays Securities Japan Limited

KT Corporation

Volkswagen Financial Services Japan

Hewlett Packard Enterprise Company

Japan Bank for International Cooperation

LIFULL Co., Ltd

Work highlights

  • Advised CPI Property Group, a Luxembourg-based real estate developer, on its program listing on the Tokyo Stock Exchange-operated TOKYO PRO-BOND Market 1.
  • Advised Barclays Securities Japan Limited on a samurai bonds issuance by a financial holding company from the UK.
  • The team advised KT Corporation on its samurai bonds issuance.
  • Advised Volkswagen Financial Services on the eighth issuance under its successful Driver Japan asset-backed securitisation platform.
  • Advised Hewlett Packard Enterprise Company on its employee stock option issuance in Japan.

Morrison & Foerster LLP

Morrison & Foerster LLP has expanded its stellar client roster with the addition of SoftBank, and advised Yahoo! Japan on its restructuring by way of a dual-tender offer structure. The group has also enhanced its presence in the JREIT space – where practice co-head Kenji Hosokawa is a renowned expert – through its work on the Takara Leben Real Estate Investment Corporation IPO as sole international counsel. Senior adviser Fuyuo Mitomi assists investment banks as underwriter’s counsel in connection with global share offerings by various issuers, while Jesse Gillespie has extensive experience representing issuers and underwriters in registered and unregistered offerings of debt securities, including both high-yield and investment-grade offerings. Also notable are Mitsutoshi Uchida and Akihiro Wani.

Practice head(s):

Fuyuo Mitomi; Kenji Hosokawa

Key clients

SoftBank Group Corp.

Nomura Securities

Daiwa Capital Markets

GLP J-REIT

Nikko Securities

Mizuho Securities

Japan Internationa lCooperation Agency (JICA)

Yahoo! Japan Corporation

Barclays Bank PLC

Merrill Lynch Japan Securities Co., Ltd.

Work highlights

  • Acted as US counsel to Nomura Real Estate Master Fund in its approximately ¥33.9bn global offering.
  • Represented SoftBank Group Corp. in its tender offer in respect of approximately $1bn of senior notes.
  • Represented Daiwa Capital Markets Europe Limited, Nomura International plc, SMBC Nikko Capital Markets Limited and other international managers in a global offering of investment units by Mitsui Fudosan Logistics Park Inc.
  • Acted as US counsel to GLP J-REIT in its approximately ¥46.1bn global follow-on offering.
  • The team was sole international counsel for the initial public offering, and concurrent international offering, of Takara Leben Real Estate Investment Corporation, a J-REIT that invests in office and residential properties.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP routinely handles equity, debt and hybrid securities offerings and the full range of SEC-registered public offerings, Rule 144A offerings and private placements, representing Japanese issuers and underwriters. The capital markets team continues to represent MUFG in a variety of transactions. It also has strong experience dealing with the SEC and other governmental agencies and self-regulatory organisations that regulate its clients. Tong Yu spearheads the practice with Kaye Yoshino in Tokyo and is a renowned expert on US securities law.

Practice head(s):

Tong Yu; Kaye Yoshino

Key clients

Mitsubishi UFJ Financial Group

Mitsubishi UFJ Trust and Banking Corporation

MUFG Bank

Citigroup

Sumitomo Corporation

NEC Corporation

Work highlights

  • Advised Mitsubishi UFJ Financial Group, Inc. in its debt offering lead managed by Morgan Stanley and MUFG of $3.5bn aggregate principal amount of floating rate and fixed-rate senior notes.
  • Acted for Mitsubishi UFJ Financial Group, Inc. in its debt offering lead managed by Morgan Stanley and MUFG of partial cash tender offers for $1bn aggregate principal amount of outstanding floating-rate and fixed-rate notes.

Shearman & Sterling

The capital markets practice at Shearman & Sterling regularly acts for issuers, underwriters and government-affiliated entities in various equity and debt transactions. The team also actively advises its Japanese clients to develop adequate disclosure controls and procedures, insider-trading policies and regulatory compliance policies with the US Sarbanes‐Oxley Act. Masahisa Ikeda acts as the firm's Asia regional managing partner and head of the Tokyo office. He has substantial experience in SEC-registered offerings, private placement offerings and investor-related issues. Also notable is corporate partner Toshiro Mochizuki.

Practice head(s):

Masahisa Ikeda; Toshiro Mochizuki

Testimonials

‘Shearman & Sterling’s capital markets team is flexible, well acquainted with US securities regulations and always gives practical and useful advice to Japanese clients.’

‘Masahisa Ikeda and Toshiro Mochizuki are highly recommended.’

Key clients

Toyota Motor Corporation

Alps Alpine Co., Ltd.

Mitsubishi Chemical Corporation

Coca‐Cola Bottlers Japan Inc.

MinebeaMitsumi Inc.

Nisshinbo Holdings Inc.

Advantest Corporation

Toyo Seikan Group Holdings, Ltd.

Work highlights

  • Acted as US counsel to Toyota Motor Corporation in connection with its global SEC‐registered offerings of senior notes.
  • Advised Alps Alpine Co., Ltd. (formerly Alps Electric Co., Ltd.) and Alpine Electronics, Inc., on registration of Form F‐4 with the SEC in connection with their $4.45bn business integration.
  • Advised The Daishi Bank, Ltd. and The Hokuetsu Bank, Ltd. in connection with a formation of an approximately $1.95bn joint holding company by way of a joint share transfer.
  • Advised Toyo Seikan Group Holdings Ltd. on its tender offer to acquire ToyoKohan Co Ltd, its 47.53% owned subsidiary, through which to make Toyo Kohan its wholly-owned subsidiary.
  • Advised Idemitsu Kosan Co., Ltd. and Showa Shell Sekiyu K.K. as U.S. counsel regarding their filing of Form CBs with the US Securities and Exchange Commission in connection with their contemplated $5.8bn merger.

Skadden, Arps, Slate, Meagher & Flom LLP

At Skadden, Arps, Slate, Meagher & Flom LLPMitsuhiro Kamiya acts as office manager while Kenji Taneda spearheads the corporate and US law practice. The group has a client roster featuring some of the market's most enviable names and represents: investment banks; Japanese and non-Japanese issuers in a variety of public and private finance transactions; IPOs and follow-on equity offerings, J-REIT offerings; investment grade and high yield debt offerings; sovereign debt offerings; and insurance hybrid debt offerings.  The team has previously advised on the $5bn offering of government-guaranteed bonds by JBIC. Counsel Ken Kiyota is also a key name to note.

Practice head(s):

Mitsuhiro Kamiya; Kenji Taneda

Other key lawyers:

Ken Kiyota

Key clients

Toyota Industries Corporation

Daiwa House REIT Investment Corporation

Takeda Pharmaceutical Company Limited

Invincible Investment Corporation

NJ.P. Morgan Securities Plc

Mercari Inc.

Nomura International plc

ARTERIA Networks Corporation

Meiji Yasuda Life Insurance Company

Mizuho International plc

Work highlights

  • Acted as US counsel to Mercari in its ¥130.7bn global IPO on the Tokyo Stock Exchange.
  • Acted as US counsel to ARTERIA in its ¥25.2bn global IPO on the Tokyo Stock Exchange.
  • Acted as US counsel to the underwriters in a $3.5bn offering of government-guaranteed bonds by JBIC in three tranches.
  • Acted as US counsel to Meiji Yasuda Life Insurance Company in its $1bn Rule 144A/Regulation S offering of step-up callable subordinated notes due 2048.
  • Acted as US counsel to Invincible Investment Corporation, a publicly listed J-REIT, in its¥41.6bn global follow-on offering of investment units.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP's Izumi Akai has extensive experience in advising on securities offerings and listings in the US on behalf of Japanese companies. In 2018, the group acted as US counsel to SoftBank Corp in its $23.5bn global IPO and assisted the underwriters in a $475.6m follow-on global offering of the common stock of Tokyu Fudosan Holdings Corporation. Also notable is Keiji Hatano who co-heads the Tokyo office and regularly acts for blue-chip clients including Goldman Sachs Group, Mitsubishi UFJ Financial Group, Mizuho Financial Group, The Norinchukin Bank and Nomura Holdings on financial regulations.

Practice head(s):

Izumi Akai; Keiji Hatano