Real estate and construction: Independent local firms in Japan

Anderson Mori & Tomotsune

Anderson Mori & Tomotsune’s construction and real estate practice is known for its expertise in the cross-border aspects of real estate transactions, particularly inbound real estate investments by foreign investors. The practice combines specialisms in capital markets transactions and J-REIT offerings, regularly representing lenders, borrowers, asset managers, and trustees in a range of transactions. Notable in the team is Minoru Kobayashi, who has a particular strength in complex real estate finance and real estate funds, as well as in the global offerings of J-REITs.

Other key lawyers:

Minoru Kobayashi

Testimonials

‘The team are always accessible, responsive and responsible in a timely and professional manner’

‘Provides an answer to questions quickly and clearly’

‘Minoru Kobayashi is experienced and capable of providing commercial advice, in addition to the legal advice’

‘The answers Minoru Kobayashi and his team provide are very rational and thoughtful’

Key clients

Nomura Securities

Japan Retail Fund Investment Corporation

Nippon Prologis REIT, Inc

Hoshino Resorts REIT, Inc.

Nippon REIT Investment Corporation

Kenedix Office Investment Corporation

Frontier Real Estate Investment Corporation

Japan Logistics Fund, Inc.

Hankyu REIT, Inc.

Renewable Japan Energy Infrastructure Fund, Inc.

Work highlights

  • Advised on the Sekisui House Reit, Inc. and Sekisui House Residential Investment Corporation, who conducted a merger whereby Sekisui House Reit, Inc. is the surviving corporation and Sekisui House Residential Investment Corporation is the dissolving corporation with a total acquisition price of JPY214.8bn.
  • Advised MCUBS MidCity Investment Corporation that conducted disposition of an office building (Matsushita IMP Bldg.) with a total disposition price of JPY27bn.
  • Advised Nippon Prologis REIT, Inc. who conducted acquisition of a logistics facility (Prologis Park Yoshimi) with a total acquisition price of JPY21.3bn.
  • Advised Kenedix Office Investment Corporation who conducted acquisition of an office building (CROSS PLACE Hamamatsucho) with a total acquisition price of JPY20.7bn.
  • Advised Sekisui House Reit, Inc. which conducted acquisition of a hotel facility (The Ritz-Carlton, Kyoto) (40% quasi-co-ownership interest) with a total acquisition price of JPY17.8bn.

Mori Hamada & Matsumoto

Mori Hamada & Matsumoto provides a private real estate and development group, as well as an experienced J-REIT team. The practice is active in outbound transactions, particularly to the US, and specialises in data centre projects, logistics, and hotels. Masanori Sato has expertise in the fields of banking, real estate, and infrastructure/PPP, as well as Japanese economic infrastructure concessions and infrastructure funds. He co-leads the practice with Eriko Ozawa, who focuses on private real estate funds, investments, and real estate financing.

Practice head(s):

Masanori Sato; Eriko Ozawa

Key clients

Diamond Realty Management Inc.

Mizuho Securities Co., Ltd. and Mizuho Bank, Ltd.

Sumitomo Mitsui Trust Bank, Limited

Aozora Bank Limited

Goldman Sachs Asset Management Co., Ltd.

PGIM Real Estate Finance

Google Inc.

Mori Hills REIT Investment Corporation

Daiwa House REIT Investment Corporation

Government Pension Investment Fund

Mitsubishi Corporation

Baring Private Equity Asia

UBS Asset Management

Work highlights

  • Advised Diamond Realty Management Inc. in the launch of the third development fund “DREAM US Fund 3” to invest in real property in the US.
  • Assisted UBS Asset Management, and UBS Japan Advisors with the formation of Investment Structure to invest in Japanese residential properties, and actual acquisition and debt financing.
  • Acted as Japanese legal counsel to the issuer and the sponsor, ITOCHU Group, one of Japan’s leading general trading companies group. We advised the Investment Corporation on all legal matters during its formation , initial public offering and listing on TSE.
  • Advised MC on its joint venture agreement to set up a fund management company with Surbana Jurong Capital. SJC is the newly established financial service arm of Surbana Jurong.
  • Represented TTA in its investment in three residential condominium real estate development projects through the acquisition of shares in three existing asset holding companies.

Nagashima Ohno & Tsunematsu

Known for its strong J-REIT practice, Nagashima Ohno & Tsunematsu is experienced representing overseas parties in cross-border investment, notably in the niche area of J-REIT investment abroad. The firm’s real estate group provides a range of expertise, including in development, construction, acquisition and disposal, management, and leasing. In addition, the practice acts in finance transactions by domestic and foreign investors, as well as dispute resolution proceedings related to real estate matters. Transactional specialist Shunpei Tanaka leads the team and is known for advising clients on development and large restructuring projects. Also notable in the area are Mami Ikebukuro, who has particular expertise in tax-related issues; Hiroto Inoue, who focuses on real estate funds, financing,  securitisation, and J-REIT formation; Shinichiro Horaguchi is experienced in domestic real estate transactions and overseas development projects.

Practice head(s):

Shunpei Tanaka

Key clients

Mitsui Fudosan Co., Ltd. (and its group companies such as investment management subsidiaries and sponsored J-REITs)

MITSUBISHI ESTATE CO., LTD. (and its group companies such as investment management subsidiaries and sponsored J-REITs)

Tokyu Land Corporation (and its group companies such as investment management subsidiaries and sponsored J-REITs)

Sumitomo Realty & Development Co., Ltd. (and its group companies such as investment management subsidiaries and sponsored J-REITs)

Nomura Real Estate Development Co., Ltd. (and its group companies such as investment management subsidiaries and sponsored J-REITs)

Mitsubishi Corporation (and its group companies such as investment management subsidiaries and sponsored J-REITs)

Hulic Co., Ltd. (and its group companies such as investment management subsidiaries and sponsored J-REITs)

ORIX CORPORATION  (and its group companies such as investment management subsidiaries and sponsored J-REITs)

KAJIMA CORPORATION

SHIMIZU CORPORATION

SUMITOMO CORPORATION

Work highlights

  • Acquisition of 27 properties (64,370 million yen) by Takara Leben Real Estate Investment Corporation.
  • Advised GLP J-REIT on a series of acquisitions of logistics portfolio properties.
  • Advised Gaw Capital Partners on the acquisition of the Aoyama Building and surrounding buildings.
  • Advised Invincible Investment Corporation on the acquisition of Westin Grand Cayman Seven Mile Beach Resort & Spa and Sunshine Suite Resort.
  • Advised GLP J-REIT on the acquisition of logistics portfolio properties.

Atsumi & Sakai

The ‘very precise and efficientAtsumi & Sakai is known for its commercial and lending side expertise, as well as specialising in cross-border and hospitality-related real estate transactions. The practice is co-led by Russell Kawahara, Shuji Koyama, Makoto Fujii, Eiichiro Hata, Miho Niunoya, and Yuko Nihonmatsu. Also notable in the practice is Takafumi Uematsu, who represents asset managers and investment funds on real estate investments, with a focus on cross-border transactions. The team was strengthened in 2019 by the arrival of Hiroshi Maeda and Mihoko Shima, who joined from Nishimura & Asahi.

Practice head(s):

Russell Kawahara; Shuji Koyama; Makoto Fujii; Eiichiro Hata; Miho Niunoya; Yuko Nihonmatsu

Testimonials

‘The team is really responsive and works proactively’

‘They always have good knowledge about the relevant transactions and a sound economic understanding’

‘Legal advice, tailored to the client’s needs’

‘The team is always very friendly in deals and transactions’

‘Russell Kawahara is a partner who is able to properly mediate between different parties of a transaction’

‘Takafumi Uematsu is a great partner who gets the deals done, he is exceptional friendly even if the pressure is on’

‘Takafumi Uematsu is very sharp and knowledgeable and understands well the client’s needs’

Work highlights

  • Comprehensively supporting the client and a mega solar project since its initiation, and providing legal advice on all legal aspects.
  • Advising client on a PFI project to design, build and operate MICE.
  • Advised the client, Singapore investment fund and asset manager, among clients, and the seller, property manager and financial institutions, in connection with the acquisition of 12,000㎡, development of logistics facility (26,600㎡), and finance (JPY4.5bn (LTV 80%)).
  • Represented the client, Singapore investment fund and asset manager, in connection with the acquisition of 10,000㎡, development of logistics facility (26,600㎡), and finance (JPY3.2bn (LTV 80%)).

Nishimura & Asahi

Known for cross-border mandates, Nishimura & Asahi has particular experience in real estate structured financing, notably in the securitisation market. The firm also has expertise in development projects in the hotels sector, as well as acting in dispute resolution for contractors. Yoshihiko Kawakami specialises in Japanese real estate finance, working predominantly in the areas of real estate, structured finance, and international finance. He co-leads the team with Shintaro Uno, who focuses on international construction and infrastructure projects in Asia, providing significant experience in construction and infrastructure projects including highways, coal-mining facilities, Mass Rapid Transit, high-rise buildings, and power plants.

Practice head(s):

Yoshihiko Kawakami; Shintaro Uno

Key clients

Sumitomo Mitsui Banking Corporation

Mizuho Bank, Ltd.

Mizuho Trust & Banking Co., Ltd.

Mitsubishi UFJ Trust and Banking Corporation

ORIX Corporation

Shimizu Corporation

Kajima Corporation

Obayashi Corporation

Penta-Ocean Construction Co. Ltd.

TOA Corporation

Work highlights

  • Advised Mizuho Trust & Banking Co., Ltd. (arranger) and Kanden Realty (main sponsor) on the whole structure of acquired a trust beneficial interest in Shiba Park Building, using a TMK scheme and on the acquisition and its financing of the trust beneficial interests.
  • Advised Samty Residential Investment Corporation (Issuer) and Samty Asset Management Co., Ltd. (its management company) on Japanese laws in relation to a J-REIT that mainly focused on residential properties located in regional cities in Japan with a total portfolio of 49 properties.
  • Advised Tokyu Land Corporation and Kajima Corporation on the whole structure and on the contract negotiations with the Japanese government, in relation to establishing and investing in a godo kaisha.
  • Advised Mizuho Bank, Ltd., which acted as agent in a syndicated-loan transaction to Invincible Investment Corporation (INV), a J-REIT which mainly focuses on hotels and residential properties located in the greater Tokyo area.
  • Advised Comforia Residential Investment Corporation, a public real estate investment corporation that invests mainly in residential properties, and which belongs to the Tokyu Fudosan Holdings Group, one of the largest real estate developers in Japan, on its acquisition of 117 residential properties, for a total of approximately $1.8bn.

Ushijima & Partners

The multidisciplinary team at Ushijima & Partners specialises in private funds transactions and private investment schemes. Practice head Kohtaro Tamura is known for real estate and real estate securitisation. He leads a team that includes Hiroki Awahara, who is experienced in real estate finance transactions and regulation, as well as representing domestic and foreign investors in many real estate investment transactions; and Masahiro Shiotani, who has particular expertise in real estate securitisation and real estate financing transactions. Also notable is transactional and litigation specialist Kenji Sarukura, who was promoted to partner in 2019.

Practice head(s):

Kohtaro Tamura

Key clients

Crédit Agricole Corporate and Investment Bank, Tokyo Branch

Urban Renaissance Agency

Work highlights

  • Represented and advised the client in establishing Trust ABL structure in the amount of more than JPY60bn for lending to a real estate portfolio.
  • Represented the Urban Renaissance Agency as one of the eight defendants in a suit filed by the owner of the Muza Kawasaki symphony hall and the Tokyo Symphony Orchestra to recover over JPY2bn in damages following the destruction of the symphony hall’s ceiling during the Great East Japan Earthquake in 2011.

City-Yuwa Partners

City-Yuwa Partners has particular experience acting for local real estate companies and foreign investors, as well as assisting local, brokerage companies, real estate asset managers, sovereign fund, investment fund, and REIT. The practice advises on a range of issues, including structuring advice, regulatory advice, documentation of the transaction documents, and legal due diligence. In addition, the practice has expertise in dispute resolution and is known for advising on investment in warehouse and hotel properties. The team is co-led by Shigeaki Itoh, Junko Hirakawa, and Yoshiko Koizumi, who has notable experience in construction and procurement projects in Japan and overseas, including ODA projects.

Practice head(s):

Shigeaki Itoh; Junko Hirakawa; Yoshiko Koizumi

Testimonials

‘Comprehensive advise and coordinated in timely and in controlled manner’

‘Arata Nomoto provides the interpretations from the different angles, resulting in solving issues’

TMI Associates

Full-service firm TMI Associates acts on inbound and outbound matters, with particular experience in construction disputes and renewables projects. In addition, the practice provides expertise in transactional and regulatory work, as well as the niche area of crowdfunding for investors. Yoshiyasu Yamaguchi leads the team and specialises in banking, capital markets, structured finance, and securitisation. Also notable are Masaki Tsujioka and Hideaki Kurauchi, who were both promoted to partner in 2019.

Practice head(s):

Yoshiyasu Yamaguchi

Other key lawyers:

Masaki Tsujioka; Hideaki Kurauchi

Key clients

Bit Realty, Inc.

Mullion Co., Ltd.

Bridge C Capital Inc.

Tosei Corporation

LaSalle Investment Management

Aozora Bank Ltd.

Work highlights

  • Providing support in preparing a Joint Venture Agreement upon the establishment of Bit Realty, Inc., a company engaging in real estate crowdfunding business, as well as support in obtaining a license under the Financial Instruments and Exchange Act, which will be necessary to enable the new company to engage in such business and advise about product design.
  • Providing support in obtaining a licence under the Act on Specified Joint Real Estate Ventures, which was necessary to enable Mullion Co., Ltd. to engage in the real estate crowdfunding business, and providing advice on product design.
  • Providing support in obtaining a licence under the Act on Specified Joint Real Estate Ventures, which was necessary to enable Bridge C Capital Inc. to engage in the real estate crowdfunding business, and providing advice on product design.
  • Providing support in obtaining a licence under the Act on Specified Joint Real Estate Ventures and the Financial Instruments and Exchange Act, which was necessary to enable Tosei Corporation to engage in the real estate crowdfunding business, and providing advice on product design.
  • Providing advice on the legality and the product design of a plan regarding the issuance of security tokens representing equity in investment in a silent partnership.

Kaynex Law Offices

Kaynex Law Offices’ practice covers a range of real estate and transactions, including litigation matters. The firm also has notable cross-border experience. Eiichi Nagai leads the team and his expertise includes simple acquisitions, TK-GK structure, TMK structure, J-REIT, and real estate securitisation. He also acts for lenders on real estate financing.

Practice head(s):

Eiichi Nagai

Testimonials

‘A deep understanding of and involvement in businesses’

‘High-quality services for cross-border transactions’

‘Eiichi Nagai has extensive finance transaction experience, advising in a number of highly complex, cutting-edge and significant transactions’

‘Eiichi Nagai has considerable experience in asset finance and acquisition finance’

Work highlights

  • Represented a major foreign financial conglomerate in its JPY28bn refinancing of its existing retail property portfolios.
  • Represented a Singapore based investment fund for the acquisition of JPY20bn logistics portfolio.
  • Represented a major Japanese bank in its JPY2.2bn non-recourse financing to convenience store portfolio.
  • Represented a major Japanese bank in its JPY830m non-recourse financing to a special purpose vehicle acquiring a residential property in Tokyo.
  • Represented a major Japanese bank in its JPY750m non-recourse financing to a special purpose vehicle acquiring a residential property in Osaka.