Real estate and construction: International firms and joint ventures in Japan

Baker McKenzie (Gaikokuho Joint Enterprise)

The bilingual, multi-disciplinary team at Baker McKenzie (Gaikokuho Joint Enterprise) covers both inbound and outbound deals for domestic and foreign companies involving the acquisition, disposition, financing, development, and leasing of a wide variety of properties. Seishi Ikeda heads the firm's real estate practice while Ean Mac Pherson and of counsel Toshio Sasaki jointly lead the construction team which operates as part of the projects group. In recent highlights, Taijiro Suzuki was promoted to the partnership, Masahiro Tanabe was made counsel and Alexander Jampel relocated to Hawaii. Senior associate Maki Kawamura specialises in real estate transactions and is also a key name to note.

Practice head(s):

Seishi Ikeda; Ean Mac Pherson; Toshio Sasaki

Testimonials

‘This team is known for its outstanding understanding of the field in Japan and more-than-expected availability of its partners.’

‘Seishi Ikeda is a true expert in his field and has no issues recommending alternative and innovative solutions.’

Key clients

Conergy Japan KK

Jones Land Lasalle

CBRE

Pacific Century Group

Lone Star Group

Diamond Realty Management

Deutsche Bank AG

Colt Technologies Services

CPI Property Group

Work highlights

  • Acted for Blue Melon Capital in relation to the acquisition of nursing home operators for a number of nursing homes in the Hokkaido area by way of a company split through newly established operator company, Blue Care, and advised on the transfer of regulatory and license status.
  • Acted for Matsufuji Shoji Co., Ltd. as a sponsor who was bid winner in relation to the re-development of Nagasaki Station involving franchise agreement negotiations with Hilton Hotel.
  • Advised CPI Property Group, a Luxembourg-based real estate developer, on its program listing on the Tokyo Stock Exchange.
  • Advised Pacifico Energy on the development, construction, financing and sale of its 112MW Bizen Mega Solar Power Plant in Wake Gun, Okayama Prefecture.
  • Assisted H.I.S. Hotel Holdings on its joint venture in Turkey with Calik Holdings for the holding and management of hotels in Turkey.

Clifford Chance

Clifford Chance advises on significant asset acquisitions and divestments, M&A transactions, equity capital raisings, joint ventures, funds, investment management and asset management transactions in the real estate sector. Eiichi Kanda spearheads the real estate practice with the support of Leng-Fong Lai who has experience assisting sponsors and financiers with all aspects of real estate investment and financing in Japan. Also notable are Yusuke Abe who specialises in banking and financial transactions, and counsels Satoshi Nomura and Yoshiaki Shimizu.

Practice head(s):

Eiichi Kanda

Testimonials

‘This is a very professional team which provides fast and accurate responses.’

‘Eiichi Kanda gives accurate advice based on his strong experience.’

Key clients

Westmont Hospitality Group

CBRE Global Investors Japan KK

KIRKBI Investment A/S

Berjaya Land Berhad

AXA Real EstateInvestment Managers

LaSalle Investment Management

Frasers HospitalityGroup

Tokyu Livable Inc.

NISEKO VILLAGE KK

Odakyu Electoric Railways Co., Ltd.

VINCI AirportsS.A.S.

Work highlights

  • Advised AXA Investment Managers on the establishment of a long-term Japanese core logistics joint venture with ESR, a leading Asia-Pacific logistics real estate platform, alongside a leading sovereign wealth fund, focused on the acquisition of core logistics assets in Japan.
  • Avised NISEKO VILLAGE KK on its establishment of a sale and lease programme of hotel rooms developed in Niseko.
  • Advising the real estate arm of a multi-asset investor on its plan to acquire a portfolio of six hotels in Japan.
  • Acted for a fund as sponsor on its acquisition of an office building located in Tokyo which uses two intermediate Singapore SPVs and a TMK as the asset holding vehicle in Japan.
  • Advised the Japanese arm of a multinational hospitality group on its refinancing of a hotel in Shinjuku, Tokyo owned by the client’s asset holding vehicle.

Herbert Smith Freehills

The real estate and construction practice at Herbert Smith Freehills advises across the full project life cycle service of all construction and infrastructure matters, from drafting contracts to dispute resolution, including litigation, arbitration, and alternative dispute resolution. Emma Kratochvilova's team is especially well-known for its capabilities in the construction disputes space where David Gilmore and Christopher Hunt are key names to note. On the transactional front, corporate partner Damien Roberts recently advised a Japanese consortium on its bid for the Singapore-Malaysia high-speed rail project. Nicholas Oury has relocated to the Dubai office.

Practice head(s):

Emma Kratochvilova

Other key lawyers:

Damien Roberts; David Gilmore; Christopher Hunt; Andrew Raymond

Testimonials

‘The team is incredibly organised, professional, quick to respond to enquiries and, perhaps most importantly, it acts very effectively in its intermediary role between multi-jurisdictional parties.’

‘Herbert Smith Freehills has the ability to read and accurately understand large volumes of contracts, technical books, and communication documents with customers and subcontractors in a short time.’

‘In the context of dispute resolution, the group has expertise in construction schedules and a deep understanding of schedule control software.’

‘The team always manages cultural sensitivities incredibly well and creates a positive and smooth working situation for all parties involved at every step through the dispute process.’

‘Emma Kratochvilova, Yosuke Homma and Andrew Raymond are all outstanding practitioners.’

Key clients

Banpu

Marubeni Corporation

IHI Corporation

Sumitomo Corporation

Mitsui & Co., Ltd

Sojitz Corporation

Mitsubishi Heavy Industries

Toyota Tsusho

ITOCHU Corporation

JGC Corporation

Hitachi Construction Machinery

Taisei Corporation

Work highlights

  • Representing the Sumitomo-led Japanese consortium on its bid for the Kuala Lumpur-Singapore High-Speed Rail project.
  • Advised Banpu Renewable Energy on the negotiation of an EPCM contract with for their Kesennuma solar power project.
  • Advised Sumitomo Corporation on its acquisition of European parking operator Q-Park’s businesses in Sweden, Norway and Finland from Q-Park Operations Holdings, managed by KKR.
  • Advised Hitachi Construction Machinery, a subsidiary of Hitachi, on the development, supply and maintenance of a fleet of autonomous vehicles to be supplied to Australia’s largest independent coal miner, Whitehaven Coal Limited.

Morrison & Foerster LLP

Morrison & Foerster LLP's real estate team represents clients at all stages of the real estate investment cycle, from fund formation, to project acquisition and financing, project and portfolio sales, and public offerings of real estate vehicles. Joint practice heads Masahiro Shiga and Theodore Seltzer regularly act for major commercial lenders, investors, and investment banks in cross-border transactions, as well as in large restructurings and workouts. Also notable are Joshua Isenberg and Mori Inada, the latter of whom has particular expertise in real estate non-recourse finance, LBO finance, project finance, and other structured finance.

Practice head(s):

Masahiro Shiga; Theodore Seltzer

Other key lawyers:

Mori Inada; Joshua Isenberg

Testimonials

‘At Morrison & Foerster, the partners, associate and paralegals are clear and organized. Compared to other firms, the work schedule is flexible and knowledge and experience are abundant.’

‘Russell Kawahara is responsive and commercial-minded.’

‘Mori Inada is always willing to take on new tasks, and proactively gives precise advice and is capable of making judgement calls whenever necessary. He is also very friendly and easy to work with.’

Key clients

Asia Pacific Land (Japan) Limited

Angelo, Gordon & Co.

Credit Suisse

Farallon Capital

GreenOak Investment Management

GSA Group

Savills Investment Management

SEKISUI HOUSE, LTD.

Sumitomo Mitsui BankingCorporation

DAIWA HOUSE INDUSTRY CO., LTD.

Work highlights

  • Represented GSA Star Asia KK in connection with the acquisition of the land and development of a student house.
  • Represents Mori Trust in the acquisition of office building properties located in the city of SanJose, California, in the Silicon Valley area of the U.S., through its U.S. subsidiary MORI America LLC.

White & Case LLP - White & Case Law Offices (Registered Association)

At White & Case LLP - White & Case Law Offices (Registered Association) the main names to note for real estate and construction work are practice head Mizuho YamadaAyako Kawano, and of counsel Tetsuya Morimoto. The practice provides advice to developers, owners, distressed debt purchasers, private and institutional investors and investment funds and managers in connection with all aspects of real property in Japan. In recent highlights, the group has overseen significant work relating to logistics facilities, including its representation of ESR (e-Shang Redwood), a leading developer, owner and operator of modern logistics real estate across Asia, on the formation of a perpetual core fund and joint venture for the acquisition of six properties in Japan. Gerald Fujii recently joined Withers Japan, Zeirishi Houjin.

Practice head(s):

Mizuho Yamada

Other key lawyers:

Tetsuya Morimoto; Ayako Kawano

Testimonials

‘White & Case provides a thorough service ranging from legal on transactions to deal structuring and administrative matters such as SPC setup, etc…’

‘The real estate lawyers at White & Case are very knowledgeable and experienced in real estate investment business. Hence, their advice is always adequate in every aspect.’

‘Mizuho Yamada is excellent.’

Key clients

Pacific Alliance Group (formerly known as Secured Capital Japan)

Work highlights

  • Represented ESR (e-Shang Redwood), a leading developer, owner and operator of modern logistics real estate across Asia, on the formation of a perpetual core fund and joint venture among ESR, AXA Investment Managers – Real Assets (AXA IM), and a major sovereign wealth fund in connection with the acquisition of six logistics properties in Japan worth $1bn.

King & Spalding

The real estate and construction group at King & Spalding is especially strong in the power sector. In recent highlights, the firm has been assisting with the development and financing of several high-profile wind power projects in Japan. Finance expert and Tokyo office managing partner John McClenahan regularly acts for financial institutions, contractors, developers, trading houses and foreign corporates in outbound financing and transactional mandates. Dispute resolution head Christopher Bailey advises on contractual claims, international arbitration and investor protection cases, while Mark Davies specialises in project development, financing, and transactions. Rupert Lewi retired from the profession.

Practice head(s):

John McClenahan

Other key lawyers:

Mark Davies; Christopher Bailey

Key clients

Japan Bank for International Cooperation

Mitsubishi Corporation

Japan Wind Development Co., Ltd.

MODEC Inc

Mitsui & Co., Ltd.

Korea Export-Import Bank

Tokyu Land Corporation

Senvion GmbH

Toyota Tsusho

Sojitz Corporation

Asian Development Bank

Marubeni Corporation

Mitsubishi UFJ Trust & Banking Corporation

Work highlights

  • Advised Posco-Daewoo Corporation on the negotiation of FEED and construction contracts for the construction of a $1bn sub-sea expansion project for the Shwe Gas Project in Myanmar.
  • Advised Tokyu Land Corporation and Japan Wind Development in relation to advising on the development of the 34MW Zenibako wind power project, as well as the 40.8MW Matsumae wind power project.
  • Acting for Korea Electric Power Corporation on the financing of their bid and their bid for the Tanajib co-generation project in Saudi Arabia.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP advises on the full gamut of real estate investments, complex cross-border acquisitions and financings and joint ventures. Toshihiko Tsuchiya's team specialises in both inbound and outbound cross-border real estate transactions with a particular emphasis on representing Japanese institutional investors in their investments overseas. Also notable is Yuko Ino, who has experience in new technologies including fintech and crowdfunding. David Gotsill has relocated to the San Francisco office.

Practice head(s):

Toshihiko Tsuchiya

Other key lawyers:

Yuko Ino

Key clients

Goldman Sachs

Great Eagle/Langham Hotels Investment

LaSalle Investment Management K.K.

Morgan Stanley Capital

PAG Investment Management

PGIM Real Estate Finance (formerly Prudential Mortgage Capital)

WeWork Japan GK

Great Trend (H.K.) Limited

Pillsbury Winthrop Shaw Pittman LLP

The construction offering at Pillsbury Winthrop Shaw Pittman LLP  is spearheaded by finance practice head Simon Barrett and is particularly strong in the areas of power and petrochemical projects, transport infrastructure, and oil and gas including LNG. Office managing partner Anthony Raven co-heads the energy and infrastructure projects group with Barrett; he regularly advises on high-value project finance transactions as well as disputes, regulatory and sanctions issues in the energy sector. Also notable is Olivia Matsushita.

Practice head(s):

Simon Barrett

Other key lawyers:

Anthony Raven; Olivia Matsushita;

Testimonials

‘The team consists of various experts with excellent relationship. It makes the firm’s response times short and the quality of their input excellent.’

‘Pillsbury provides a real one-stop service with a comprehensive strategy on the issues as well as the advice on the methodology that is well-aligned with its strategy.’

‘Simon Barret has very wide and deep knowledge in this practice area and is a very diligent partner. Any in-house counsel would find it very easy to work with him.’

Key clients

The Government of Cyprus

Micron Technology, Inc.

Sojitz Corporation

Kawasaki Heavy Industries

Metal One Corporation

IHI Corporation

SoftBank Group Corp

Work highlights

  • Advised SoftBank Group and its subsidiary SB Energy on a major strategic investment into the mining sector. SoftBank purchased shares in a Toronto-listed company that mines and processes lithium.

DLA Piper

DLA Piper 's real estate lawyers advise clients on every facet of real estate transactions, developments, financings, commercial leases, constructions, franchising, tax and real estate laws and regulations. The group, led in Tokyo by Mitsuharu Kataoka , works closely with the firm's renewable energy group and tax practice to offer a comprehensive service to its enviable client roster. Japan managing partner and corporate expert Lance Miller is also a key contact; he has a strong track record in property development and the hospitality, power, telecommunications, advertising and downstream petrochemicals sectors.

Practice head(s):

Mitsuharu Kataoka

Other key lawyers:

Lance Miller

Key clients

Incyte

HRO (Hyatt Regency Osaka)

Envocore

Lizmontagens

Aston Martin

British Airways

A.T. Kearney

Merlin Entertainments (LEGOLAND Japan)

Valentino

Marriott Vacations Worldwide Corporation

Hilton

Gaw Capital

fast value global (FVG)

Adobe

WeWork

Uber

Work highlights

  • DLA Piper is advising Incyte on its office lease agreement, office design agreement, office construction agreement, project management agreement, and other agreements.
  • The firm is advising Envocore on the incorporation of its Japanese subsidiary, obtaining construction business licenses, office lease agreement, entrustment agreement, employment agreement, and regulatory and tax matters.
  • The group is advising Lizmontagens on its recruitment of personnel having necessary qualifications to renew its construction business license, renewing construction business license and regulatory matters.
  • DLA Piper is advising Acronis on its office lease and office construction in order to move from old office to new office.
  • DLA Piper is assisting British Airways with its vacation of old office premises and entering into new office premises, including advising on office lease agreements and negotiations with landlords.

Jones Day

Jones Day’s real estate team represents foreign real estate funds investing in the Japanese real market using tokutei mokuteki kaisha (TMK) and GK/TK schemes. In conjunction with the tax and corporate M&A practice groups, the real estate team also acts for domestic Japan clients in outbound matters. Also notable is the firm's considerable experience in the renewable power and infrastructure sectors where it handles significant project development and construction mandates. Katsumi Shirai spearheads the group with a strong focus on downstream real estate and renewable energy project acquisition transactions.

Practice head(s):

Katsumi Shirai

Key clients

PAG Japan Limited

Macquarie Capital Securities (Japan) Limited

Work highlights

  • Advised a foreign alternative investment firm on its acquisitions of companies that hold real estate assets and real estate trust beneficiary interests. The firm is also assisting with the development of those real estate-related interests located in central Tokyo.
  • Advised a foreign alternative investment firm on post-closing matters relating to its exit transaction for its pre-owned real estates and securitised real estates.
  • Provides advice to a foreign investment firm regarding transactions to acquire the land and development of a hotel property located in Kyoto, Japan.

Withers Japan, Zeirishi Houjin

Withers Japan, Zeirishi Houjin recently added a brand-new real estate team to its offering in Tokyo through the hire of Gerald Fujii from White & Case LLP - White & Case Law Offices (Registered Association)Steven Wheeler from his own practice, and Naoki Ueyama from Masuda & Partners law Office. Building upon the firm's strong expertise in the tax space, the real estate team advises on the full gamut of real estate matters including acquisitions and disposals, project development, and financing transactions.

Practice head(s):

Gerald Fujii; Steven Wheeler; Naoki Ueyama

Testimonials

‘Withers is very professional in terms of its work and services. The real estate specialists there are responsive with quick turnaround on all matters. They are also able to work with regional lawyers within the firm for area specific advice.’

‘The client service is great. Clients are always directed to the right lawyers when needed.’

‘Steven Wheeler and Eric Roose are both knowledgeable in the area and have come up with well thought-through tax and structure advice. Lada Shelkovnikova is very responsive and provides quick turnarounds regarding time-sensitive matters.’

Key clients

PAG Investment Management Ltd.

Shinsei Bank

Fortress Real Estate Asia

Morgan Stanley

CLSA Capital

Mapletree Investments

JP Morgan

CapitaLand

Work highlights

  • The group advised PAG on all facets of a subscription line credit facility with Sumitomo Mitsui Banking Corporation with a value of $500m.
  • Advised PAG on all facets of the acquisition, development, leasing and financing of an 18MW data centre located in Tokyo.
  • Withers advised PAG on its negotiation of a management agreement and related documentation for Fairfield by Marriott hotel located in Osaka.
  • Advised PAG on all facets of the acquisition and financing of a portfolio of 16 residential properties located in Japan via a complex acquisition structure, including acquisitions of fee interests and trust beneficiary interests through a TMK and GKs and post-closing corporate transactions.