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

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)'s real estate practice and its construction offering which sits as part of its projects group, handle inbound and outbound deals for domestic and foreign companies involving the acquisition, disposal, financing, development, and leasing of a variety of properties. Seishi Ikeda leads the real estate work, specialising in tax effective real estate investment structures, while projects practice co-heads Ean Mac Pherson and Samir Desai oversee construction matters. Taijiro Suzuki, counsel Haruhiko Ogasawara and senior associate Maki Kawamura are all notable real estate contacts.

Key clients

Northland Power Inc.

ING

Vena Energy

Pacifico Energy K.K.

Total Solar International and SB Energy Corp.

Forest Energy

Wyndham Vacation Clubs Asia Pacific

Pacific Century Group

Work highlights

  • Assisted Wyndham Vacation Clubs Asia Pacific with its recent acquisition of privately held Resort Frontier Co., the management company for Sundance Resort Club, a point-based vacation club with over 11,000 members and 16 resort destinations in Japan.
  • Acted for Pacific Century Group, a Hong Kong-based investment group, to develop a hotel building using a TMK tax-effective structure.
  • Advising Northland Power on its joint venture with Shizen Energy for the development of offshore wind projects in Chiba Prefecture, Japan.

Clifford Chance

Clifford Chance's broad real estate and construction group in Japan handles significant asset acquisitions and divestments, developments, M&A transactions, equity capital raisings, investment management issues and asset management transactions in the real estate sector. The hotels and hospitality sector is a particular area of strength for practice head Eiichi Kanda and his team, assisting with sites around the world in conjunction with the firm's global network of offices. Leng-Fong Lai and Yusuke Abe have notable experience in real estate finance matters, while Hans Menski advises on the development of power, energy and infrastructure projects. Counsels Satoshi Nomura and Yoshiaki Shimizu are also notable contacts.

Practice head(s):

Eiichi Kanda

Testimonials

‘The firm has expertise for real estate structured finance in multiple jurisdictions covering major countries/states due to its global office networks.’

‘Leng-Fong Lai and Yoshiaki Shimizu are two stand-out lawyers. Leng-Fong Lai’s communication with both our Tokyo Office and Malaysia HQ is very smooth and concise. This capability makes him stand out compared to other lawyers.’

‘Yoshiaki Shimizu is the person we work most closely for daily legal counselling / documentation / negotiation. He is Japanese with a good command of the English language, which enables him to independently communicate with our HQ as well as business partners.’

‘Eiichi Kanda is excellent partner. He always commits to the deal and responds in a timely manner. His advice is precise. He has very good industry knowledge. He always put the right associates on the deal. We were very comfortable with his service.’

‘Eiichi Kanda is one of the stand-out partners. I am impressed by not only his experience and knowledge but also by the fact that he carefully pays attention to what we need and he delivered an excellent job.’

Key clients

Westmont Hospitality Group

CBRE Global Investors Japan KK

Berjaya Land Berhad

AXA Real Estate Investment Managers

LaSalle Investment Management

Tokyu Livable Inc.

Niseko Village KK

Odakyu Electric Railways Co., Ltd.

Japan Bank for International Cooperation (JBIC)

Mitsubishi Corporation

Work highlights

  • Advised Berjaya Corporation Berhad and its subsidiary, Kyoto Higashiyama Hospitality Assets Tokutei Mokuteki Kaisha, on the sale of the hotel component of the Four Seasons Hotel & Hotel Residences Kyoto, Japan to Godo Kaisha Tigre.
  • Advising Japan Bank for International Cooperation, The Export-Import Bank of Korea and major Asia-based commercial banks as lenders in relation to all aspects of the development and financing of the Nghi Son thermal power project in Vietnam, developed by Marubeni Corporation and Korea Electric Power Corporation.
  • Acted for Niseko Village KK on its hotel development and the establishment of a sale and lease programme (hotel residence programme) of hotel rooms developed in Niseko.

Herbert Smith Freehills

Herbert Smith Freehills' construction practice is now led by the firm's global head of construction and infrastructure disputes Craig Shepherd, who relocated to Tokyo from Dubai in 2019 following Emma Schaafsma's move to the London office. While the team's expertise in dispute resolution, particularly international arbitration, stands out, highlights also cover the full cycle of a project from drafting contracts and development issues through to the related litigation. Sector specialisms encompass the power, renewables, gas, nuclear, shipbuilding, road and rail industries. Head of the wider dispute resolution team David Gilmore is a key name to note alongside projects and energy practice head Andrew Blacoe.

Practice head(s):

Craig Shepherd

Key clients

First Gen

Sumitomo Metal Mining

Asahi Kasei Homes

Hitachi Construction Machinery

Work highlights

  • Representing a Japanese client in SIAC arbitration proceedings relating to issues arising from the construction of a coal-fired power plant in Indonesia.
  • Conducting an investigation for a client jointly with a multilateral development bank into potentially sanctionable practices in relation to two high-value projects for the construction of power stations in a developing country.
  • Assisting First Gen Corporation with its project to build and operate the first LNG import terminal in the Philippines including handling the EPC arrangement for the LNG facility, the joint development arrangements with First Gen’s partners on the project, and LNG supply and gas sale arrangements for the project.

King & Spalding

With a particular strength in the power sector, King & Spalding's real estate and construction team provides a cradle-to-grave service across all aspects of transactional work and contentious proceedings. Key clients include prominent Japanese investors as well as leading technology companies. The firm also assists Korean clients from its Tokyo office. The practice is jointly headed up by transactional expert and office managing partner John McClenahan and outbound disputes specialist Christopher Bailey. Recent highlights demonstrating the breadth of the practice include handling four arbitrations for Samsung C&T arising from the construction of the Roy Hill mine project in Western Australia, and acting for Modec on its bid to construct, operate and charter an FPSO in Senegal.

Other key lawyers:

Mark Davies; Jonathan Wang

Key clients

Mitsubishi Corporation

MODEC, Inc, Mitsui & Co., Ltd, Marubeni Corporation, Mitsui Engineering & Shipbuilding and Mitsui OSK Lines

Posco International Corporation

Japan Bank for International Cooperation

Tokyu Land Corporation and Japan Wind Development Co., Ltd.

Senvion GmbH and Japan Wind Development Co., Ltd.

Sojitz Corporation

Korea Electric Power Company

East West Power Corp

Malakoff International Limited

Work highlights

  • Advising Samsung C&T on four arbitrations arising from the construction of the Roy Hill mine project in Western Australia. The arbitrations are seated in Singapore and governed by the UNCITRAL Arbitration Rules.
  • Acting for the sponsor consortium of Korea Electric Power Corporation and Korea East-West Power Corporation on its negotiations for the development and financing of a 198 MW capacity natural gas-fired combined cycle power plant and a 25 MW capacity energy storage facility in the Ukudu region of Dededo in northeastern Guam.
  • Advised MODEC, Inc. on its winning bid to construct, operate and charter a Floating Production Storage and Offloading Facility (FPSO) in the Rufisque, Sangomar and Sangomar Deep (RSSD) blocks, in Offshore Dakaer, Senegal.

Morrison & Foerster LLP

Theodore Seltzer and Masahiro Shiga jointly lead the real estate group at Morrison & Foerster LLP, which acts for clients across all stages of the real estate investment cycle, from fund formation issues, acquisitions and financings to project and portfolio sales and public offerings of real estate vehicles. Clients include major commercial lenders, investors and investment banks; they instruct the team on cross-border transactions as well as large restructurings and workouts. Joshua Isenberg is a key contact who has advised clients on office, industrial, hotel, retail and mixed-use projects. Both Junichi Kurokoshi and Narutake Takasu advised on a number of transactions and complex financing projects in 2019.

Testimonials

‘The role of the work is clear and there is no waste in the work. The number of team members is sufficient and the quality is substantial.’

‘It is wonderful that the schedule management is proper and the promise is always kept. The contents of contract creation/revision always meet the request.’

‘Outstanding strength in all areas related to real estate transactions. Always gives clients additional precise advice.’

‘The lawyers and paralegals are experienced and they have good relationship. They are good at English documentation and conversation. They have knowledge of the cross border transaction.’

‘Narutake Takasu has knowledge of the cross-border transaction and real estate business. His response is very quick and his documentation ensures the counter party accepts our request.’

‘Stacked with experienced partners and intelligent associates, Morrison Foerster’s real estate team has seen it all and can draw upon significant resources to solve complex problems quickly.’

‘Theo Seltzer is highly experienced and knowledgeable professionals who can efficiently structure complexity and navigate a deal. Morrison Foerster has a deep bench for real estate, and Josh Isenberg and Junichi Kurokoshi are also talented lawyers.’

Key clients

Asia Pacific Land (Japan) Limited

Angelo, Gordon & Co.

Credit Suisse

Farallon Capital

GreenOak Investment Management

Savills Investment Management

Sekisui House

Sumitomo Mitsui Banking Corporation

Daiwa House Industry Co.

Itochu Corporation

Mori Trust Co.

Work highlights

  • Advised Daiwa House Industry Co. and its subsidiary Daiwa House USA on Daiwa House USA’s acquisition of a 60% equity interest in Trumark Companies LLC.
  • Assisted North American Sekisui House with joint venture investments to develop multifamily residential projects in San Diego, CA, Oakland, CA and Belleview, WA.
  • Acted for SMBC on the refinancing of mortgage and mezzanine loans to a US entity, secured by a portfolio of iconic hotels and resorts in Hawaii and San Francisco.

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

Focusing on inbound and outbound real estate transactions, White & Case LLP - White & Case Law Offices (Registered Association) fields a real estate group, which is headed up by Mizuho Yamada; he has extensive experience in advising global and domestic investors and investment fund managers on a variety of property types including hotels, healthcare properties, office buildings and other commercial projects. Alongside Yamada, Ayako Kawano has broad real estate experience, with expertise in J-REITs and complex financing deals. Highlights in 2019 included advising on a major hotel acquisition deal and handling developer investments in the logistics sector. Tetsuya Morimoto retired in late 2019.

Practice head(s):

Mizuho Yamada

Other key lawyers:

Ayako Kawano

Testimonials

‘Mizuho Yamada and his team has lengthy experience in real estate transactions in Japan and are highly reliable.’

‘The team is very available, reactive and efficient.’

‘Mizuho Yamada is very knowledgeable and calm. He understands his client’s concerns and needs, and uses pragmatism in finding solutions to address them. Great implication in matters at hand.’

Key clients

Pacific Alliance Group (formerly known as Secured Capital Japan)

DLA Piper

As a reflection of the busy construction market ahead of the now rescheduled Tokyo Olympics, DLA Piper's real estate practice has handled an increased number of related mandates, specifically assisting with entertainment park operators' construction agreements, procurement agreements and ride agreements. Mitsuharu Kataoka leads the practice and advises on real estate acquisitions, disposals and securitisations, construction agreements and real estate financing matters. He also has particular expertise in advising international hotel and timeshare brands.

Practice head(s):

Mitsuharu Kataoka

Testimonials

‘Efficient and quick advice.’

‘I work with Mitsuharu Kataoka and he is very responsive and provides commercial and sensible advice.’

Key clients

Incyte

Envocore

Lizmontagens

Acronis

British Airways

A.T. Kearney

Merlin Entertainments (Legoland Japan)

Valentino

Hyatt International

Luxury Hotels International (Marriott International)

Hilton

Gaw Capital

Fast Value Global (FVG)

Adobe

WeWork

Uber

Work highlights

  • Assisting Envocore with its incorporation of a Japanese subsidiary, the recruitment of personnel with the necessary qualifications to obtain construction business licenses, obtaining construction business licenses and several agreements.
  • Advising Lizmontagens on its recruitment of personnel with the necessary qualifications to renew its construction business license, renewing its construction business license and several agreements and regulatory matters.
  • Advising Legoland Japan, a Japanese subsidiary of Merlin Entertainments, on several of its construction agreements including entertainment park and hotel, equipment purchase and installation agreements, and ride contracts for Legoland Japan in Nagoya, Aichi, Japan.

Orrick, Herrington & Sutcliffe LLP

Following the departure of Toshihiko Tsuchiya in early 2020, Yuko Ino is now the head of Orrick, Herrington & Sutcliffe LLP's real estate practice in Tokyo. The team focuses on high-value property and portfolio acquisitions as well as handling performing and non-performing loan acquisitions, securitisation issues, real estate asset liquidations throughout Asia and cross-border acquisitions and investments by Japanese investors abroad. A standout niche strength for Ino is her expertise in innovative transaction structures; she recently advised on crowdfunding platform structures for real estate investments.

Practice head(s):

Yuko Ino

Key clients

Fortress Investment Group Japan

Great Eagle / Langham Hotels Investment

LaSalle Investment Management K.K.

Loadstar Capital

Morgan Stanley Capital

PGIM Real Estate Finance

Westbrook Partners

Work highlights

  • Advising Loadstar Capital on the establishment of Japan’s first crowdfunding platform for Japanese investors investing in non-listed REIT (Real Estate Investment Trust) in the US.

Pillsbury Winthrop Shaw Pittman LLP

As part of the firm's construction, energy and infrastructure practice, finance partner Simon Barrett spearheads Pillsbury Winthrop Shaw Pittman LLP's advice to Japanese corporates, trading houses, contractors, oil and gas companies and financial institutions on matters spanning EPC ­contracts, oil and gas project developments and project finance issues. Anthony Raven and Olivia Matsushita are key contacts for construction mandates in the energy and infrastructure sectors, while the firm's global offices provide notable support on cross-border matters for Japanese and international clients.

Practice head(s):

Simon Barrett

Other key lawyers:

Anthony Raven; Olivia Matsushita

Key clients

Micron Technology, Inc.

Sojitz Corporation

Kawasaki Heavy Industries

Metal One Corporation

IHI Corporation

SoftBank Group Corp

Kyuden International Corporation

Korean West Power Company Ltd (KOWEPO)

Korea Shipbuilding & Engineering Company

Chiyoda Corporation

Work highlights

  • Advised Sojitz Corp on all aspects of a $65m telecoms infrastructure project in Myanmar, including the main EPC contract with the Myanmar government as well as the subcontracting arrangements and interface agreement.

Withers Japan, Zeirishi Houjin

Following the arrival of Toshihiko Tsuchiya from Orrick, Herrington & Sutcliffe LLP in 2020, the real estate team at Withers Japan, Zeirishi Houjin draws on the expertise of its partners to advise on real estate related M&A, private equity transactions, financing issues and REITs. Gerald Fujii focuses on assisting major real estate investment funds, REITs and lenders across a range of cross-border transactions; Steven Wheeler advises on corporate and commercial matters, particularly real estate acquisition and financing work; Naoki Ueyama is an expert in real estate-related finance mandates; and Tsuchiya assists clients with a range of acquisitions, disposals, development projects and leasings.

Testimonials

‘Outstanding strength in all areas related to real estate transactions. Always gives clients precise advice and has a substantial experience in this industry.’

‘I would like to mention that Tsuchiya has helped us out with all of our transactions. He is very friendly, always very confident with his work, and has exceptional communication skills, which I think is one of the most important skills necessary to expand and maintain relationships with clients.’

Key clients

PAG Investment Management Ltd.

Shinsei Bank

Fortress Real Estate Asia

Morgan Stanley

CLSA Capital

Mapletree Investments

JP Morgan

CapitaLand

Deutsche Bank

Starwood Capital Asia Limited

Maiora Asset Management Pte Ltd

Nuveen

Jones Day

The real estate team at Jones Day acts for foreign real estate funds investing in the Japanese market using tokutei mokuteki kaisha (TMK) and GK/TK schemes. Collaborating with partners from the tax and corporate teams, Katsumi Shirai leads the real estate group, which also acts for domestic Japanese clients on outbound matters. The firm's experience in the renewable power and infrastructure sectors allows it to also handle significant project development and construction matters.

Practice head(s):

Katsumi Shirai