Firms To Watch: Real estate and construction: International firms and joint ventures

With his expertise in cross-border matters, Satoshi Nomura leads the real estate team at ZeLo, a Foreign Law Joint Enterprise, advising international investment funds and asset management companies on their real estate transactions.

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

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)’s team is proficient in handling cross-border transactions, with a particular specialism in foreign investment into Japan. The practice provides ‘excellent’ advice to international clients on inbound acquisitions, disposals, sale and leasing of assets. Practice head Seishi Ikeda is known for having longstanding experience in advising on both cross-border and domestic real estate acquisitions, dispositions, developments and financings, while Taijiro Suzuki specialises in real estate securitisation matters. The hotel and resort industries remain key areas of focus for the group, with Chris Hodgens regularly advising on hotel management, lease and franchise projects in Japan and overseas, and Maki Kawamura handling retail and resort projects. Regularly advising foreign clients carrying out construction work in the Japanese market, Ean Mac Pherson, head of the projects team, frequently assists EPC contractors and project developers on the construction of renewable energy, aquaculture and conventional power projects. Associate Hojung Jun has vast expertise in construction, advising Japanese and international clients on overseas construction projects. Samir Desai is noted for advising on global data storage infrastructure projects. Masahiro Tanabe left the team in January 2023.

Practice head(s):

Seishi Ikeda; Ean MacPherson


Other key lawyers:

Chris Hodgens; Taijiro Suzuki; Maki Kawamura; Samir Desai; Hojung Jun


Testimonials

‘The BM team knows the strategy, culture, business custom and people very well. This enables BM to engage and its service is efficient. All members of BM team have high level of specialty and the collaboration with the team always proceeds smoothly.’

‘Samir Desai’s performance is always satisfactory. He knows when to respect commercial decision, and when to need legal instruction. As he is always respectful to commercial members and uses simple words to explain the complex legal issues, the commercial team highly appreciates his attitude and performance.’

‘Commercially-focused team providing excellent service. Responsive to business timelines without compromising quality.’

Key clients

Air Trunk


Nomura Real Estate


Pacific Century Group


Kohlberg Kravis Roberts (KKR)


Deutsche Bank AG, Tokyo Branch


Blue Melon Capital


Lone Star Group


Niseko Real Estate


Ito-en, Ltd.


InterContinental Hotels Group


Pacifico Energy K.K.


Work highlights


  • Represented AirTrunk, hyperscale data centre specialist, in the development of its West Tokyo data centre and the additional development of data centre in Inzai, Chiba (TOK1).
  • Advised InterContinental Hotels Group on its proposed joint venture, hotel management and other agreements with BentallGreenOak and Royal Hotel Co., Ltd.
  • Advised Nomura Real Estate on the redevelopment of a complex consisting of residential, office, commercial, and hotel buildings and three temples and shrines.

Clifford Chance

Housing a strong and ‘knowledgeable’ team, Clifford Chance is well-positioned to advise foreign clients investing in the Japanese market, and has experienced growth in data centre and logistics related matters, in addition to mandates concerning assets from the hotel and hospitality industries. The group also advises on a number of significant infrastructure transactions and projects within the construction space. Eiichi Kanda, who co-leads the practice, specialises in asset management, joint venture and securitisation issues. The team also assists with asset acquisitions and divestments and private equity transactions, and Leng-Fong Lai advises sponsors and financiers on real estate investment and financing transactions, including mezzanine and hybrid financing. Practice co-head Yoshiaki Shimizu, who specialises in real estate finance, investment and development, was promoted to partner in May 2023, and Natsuko Sugihara specialises in handling private equity and M&A transactions. Hans Menski contributes his expertise in projects, with particular emphasis on the development and financing of power, infrastructure, and oil and gas projects.

Practice head(s):

Yoshiaki Shimizu; Eiichi Kanda


Other key lawyers:

Leng-Fong Lai; Natsuko Sugihara; Hans Menski


Testimonials

‘Global platform which enables to work on cross-border transactions.’

‘Comprised of an international team – in Japan this is done by a team that is good at real estate and English.’

‘The team is highly professional and knowledgeable in their field. They have provided us with excellent service. What makes the team unique is its holistic understanding of the real estate fund investment structure from offshore to onshore.’

‘Yoshinari Shimizu is highly professional and knowledgeable in his field. They have provided us with excellent service bridging offshore-onshore structures and helping us achieve our goals.’

‘Knowledge, flexibility and speed.’

Key clients

PIMCO Prime Real Estate (formerly known as Allianz Real Estate)


Work highlights


  • Acted for a global asset manager and its real estate fund on the fund’s acquisition of an office building in Tokyo called Harumi Front from Japan Real Estate Investment Corporation, a Japanese REIT.
  • Acted for PIMCO Prime Real Estate on its series of acquisitions of residential portfolio under the fund platform formed by PIMCO Prime Real Estate and co-invested by Ivanhoe Cambridge.

Greenberg Traurig Tokyo Law Offices

Co-led and founded by Joel Rothstein, Greenberg Traurig Tokyo Law Offices advises on a whole host of inbound and outbound investments, and multi-jurisdictional loans within the sector. The group has handled a growing number of mandates relating to data centres and logistics, and hospitality industry related issues, whilst also advising on a broad range of transactions involving multi-family housing. Rothstein heads the firm’s wider Asia real estate practice, allowing the Tokyo team to handle real estate transactions not only in Japan, but on a global scale. Practice co-head Mori Inada has a wealth of experience in assisting international investors, including private equity funds, asset managers and financial institutions. Yuko Ino joined the firm from Orrick, Herrington & Sutcliffe LLP in June 2023, contributing her expertise in advising real estate investors, developers, and asset managers.

Practice head(s):

Joel Rothstein; Mori Inada


Other key lawyers:

Yuko Ino; Makoto Koinuma


Key clients

abrdn Japan Limited


Accelera Management


AEW


Allianz Real Estate


Aman Hotels and Resorts


CapitaLand


CBRE K.K.


CREAL, Inc.


Danaher Corporation


EdgeConneX


Fortress Investment Group


GI Capital Management Limited


GIC


GLP


Grand Harbour Investment Management


Hard Rock Hotels and Casinos


Hines


IGIS Asset Management


Japan Post Bank


Kasumigaseki Capital Co., Ltd.


Keeyls Inc.


Kensho Capital


Kokyo Asset Management Co., Ltd.


Landbank


Las Vegas Sands


LaSalle Investment Advisors


Lendlease


Manulife Investment Management Asia


MEC Global Partners Asia


Metropolitan Life Insurance Company


Nomura Capital


Norinchukin Bank


Nuveen Real Estate


ORIX Bank


OAKTON Holdings K.K.


RTek Inc.


Savills Investment Management


Shinsei Bank


SMBC Trust Bank


Starwood Capital


Suruga Bank Ltd.


Work highlights


  • Advised Manulife Investment Management Asia in the structuring and investment in a joint venture cross-border investment platform targeting residential real estate projects across Japan.
  • Advised Nuveen Real Estate in the launch of a new real estate fund targeting senior living and care facilities in Japan, including the assisting in the acquisition of the initial seed assets of the fund.
  • Advised M&G Real Estate in the acquisition and financing of the Minato-Mirari Center Building, a grade A office tower in Yokohama, Japan for over $685bn, utilising a multi-step asset swap structure.

Herbert Smith Freehills

Herbert Smith Freehills‘ construction team advises clients on the full spectrum of construction and infrastructure matters. The practice assists clients with the mitigation and resolution of construction and infrastructure disputes, as well as the drafting and negotiation of construction and engineering contracts. Practice head Elaine Wong relocated to Tokyo from Singapore in January 2023, representing Japanese corporates in international arbitrations arising from EPC projects. As head of the firm’s dispute resolution practice, David Gilmore is noted for his longstanding experience in acting in international arbitrations. Senior associate Michael McErlaine represents both Japanese and international clients in international arbitrations, with a strong focus on EPC disputes. The team’s expertise spans various sectors; Andrew Blacoe is head of the firm’s energy, infrastructure and mining practice, expanding the team’s capabilities beyond the construction industry to a range of energy projects, such as power and process plants, renewables and gas infrastructure. James Allsop relocated to the Australian office in January 2023 to co-lead the firm’s Asia Arbitration Hub.

Practice head(s):

Elaine Wong


Other key lawyers:

David Gilmore; Michael McErlaine; Andrew Blacoe; James Allsop


Key clients

Marubeni Corporation


Sumitomo Metal Mining Co., Ltd.


Work highlights


  • Advised Marubeni Corporation as a member of the consortium which won its bid for seabed leasing to develop a large floating offshore wind project in Scotland’s largest-ever auction of seabed leases for offshore wind farms.
  • Advised Sumitomo Metal Mining on the proposed development of a high-pressure acid leaching nickel processing plant in Pomalaa, South Sulawesi, Indonesia through a proposed joint venture between Sumitomo Metal Mining and PT Vale.
  • Advised Marubeni Corporation on its proposed development of the Ishikari Bay offshore wind farm project, off the coast of Ishikari city in Hokkaido, Japan.

Morrison Foerster

Morrison Foerster’s practice, co-led by Theodore Seltzer and the 'top tier' Masahiro Shiga, is part of the firm's pan-Asian network, exhibiting 'very deep' bench strength when advising domestic and overseas real estate companies.  Junichi Kurokoshi advises real estate developers and operators. Advising on fund formation, project acquisition, and financings, Narutake Takasu focuses on sale and leasing transactions and investment in distressed debt. Joshua Isenberg 'works seamlessly' across different sector, advising on a variety of real estate transactions, including senior and mezzanine financings, as well as construction and development matters. Christopher Spalding, who specialises in non-recourse financings within the real estate sector, was promoted to partner in January 2023.

Practice head(s):

Theodore Seltzer; Masahiro Shiga


Other key lawyers:

Junichi Kurokoshi; Joshua Isenberg; Narutake Takasu; Chris Spalding


Testimonials

Highly experienced, very deep bench, and able to tackle very challenging and complex situations with confidence and with a constant focus on client care.’

Josh Isenberg is highly creative and able to work seamlessly across different sectors, asset classes and situations. Masahiro Shiga is top tier and absolutely essential for highly complex and theoretical risks. Chris Spalding is incredibly hard working and disciplined, a key person to drive the deal process forward.’

Key clients

Asia Pacific Land (Japan) Limited


Angelo, Gordon & Co.


Credit Suisse


Farallon Capital


Bentall GreenOak Investment Management


Savills Investment Management


SEKISUI HOUSE, LTD.


Sumitomo Mitsui Banking Corporation


DAIWA HOUSE INDUSTRY CO., LTD.


MORI TRUST CO., LTD


GLP Pte. Ltd.


Work highlights


  • Represented Sekisui House, Ltd. in its $514m acquisition of U.S. homebuilder Chesmar Homes, LLC., a developer of single-family homes in Texas.
  • Represented Mori Trust in its acquisition of partial interest in a laboratory and office development project located in Boston, United States, through its subsidiary MORI America LLC.
  • Represented Mori Trust in its c. $500m acquisition of an office building located in Washington, D.C., United States, through its subsidiary MORI America LLC.

DLA Piper Tokyo Partnership Gaikokuho Kyodojigyo Horitsu Jimusho

Since Mitsuharu Kataoka established DLA Piper Tokyo Partnership Gaikokuho Kyodojigyo Horitsu Jimusho’s real estate practice in 2018, the 'responsive, knowledgeable, and savvy' team exhibits strong inbound and outbound capabilities. The team handles a range of design and construction agreements, and construction business licenses, advising both Japanese clients operating overseas, and international clients involved in transactions within the Japanese real estate market. Kataoka is praised by clients for his 'deep' understanding of industry, particularly in relation to acquisitions and disposals, securitisations, leasing, and real estate finance. Associate Manato Yamamoto advises on tax and financial regulatory matters related to real estate transactions, and associates Shingo Okada and Mayuko Fujita handle corporate matters within the real estate sector.

Practice head(s):

Mitsuharu Kataoka


Other key lawyers:

Manato Yamamoto; Shingo Okada; Mayuko Fujita


Testimonials

‘I find them to be very responsive, knowledgeable, and savvy. They know how to strike a balance between strong legal protections and closing a deal.’

‘A great team which bridges the gap between the traditional Japanese firms and the international market. Easy to contact, responsive and understands the local market and the needs of international clients.’

‘Mitsuharu Kataoka was very responsive to our needs and provided sensible and focused advice.’

‘The team we engage with are responsive to our requests and handle the matter on hand with competency and in a professional manner.’

‘Kataoka is a rare lawyer who can approach the essence of matters and lead them to solutions from perspectives that would be unimaginable for lawyers with ordinary ability.’

‘The team provides timely and practical advice.’

‘DLA piper gives me helpful and periodic industry insight updates, conferences. Most of all, I like the people in terms of expertise, client focus.’

‘Mitsuharu Kataoka combines client focus with deep understanding of industry.’

Key clients

American Eagle Outfitters


Wellspring Realty Investments


Jacobs


Audemars Piguet


Marriott International


Hyatt Regency Osaka (Horizon Hotels)


Bristol Myers Squibb


Hyperion Japan Investment


Drax


Zscaler


AirTrunk


Envocore


LEGOLAND Japan (Merlin Entertainments)


Lizmontagens


The Bank of New York Mellon


Work highlights


  • Advised American Eagle Outfitters on several retail store lease agreements and retail store design and construction agreements.
  • Advised Hyatt Regency Osaka (Horizon Hotels) on numerous and variety of commercial agreements, including lease and concession agreements; regulatory matters; customer matters and employment matters.
  • Advised Envocore on construction business licence matters, construction agreements (with prime-contractors and sub-contractors) and other matters (including SOFA matters) for projects in US bases in Japan.

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

White & Case LLP - White & Case Law Offices (Registered Association) houses a broad team which advises a broad range of real estate clients, including developers, investors, lenders and J-REITS. The team regularly handles both inbound and outbound transactions, assisting domestic and foreign clients on mandates across Japan and overseas as a result. Practice head Mizuho Yamada has vast experience in advising on significant data centre projects across Japan. Real estate expert Ayako Kawano is noted for her longstanding experience in fund formation issues, acquisitions and dispositions and financing deals.

Practice head(s):

Mizuho Yamada


Other key lawyers:

Ayako Kawano


Testimonials

‘The W&C team has long been in the real estate sector in Japan and has full coverage in terms of investment style and relevant asset classes. Has profound knowledge in this space, with good understanding of their client’s needs.’

‘Mizuho Yamada has long been a partner to my firm as well as for my previous firm and understands what our needs are inside and out. This makes the process very efficient and allows the clients to focus on other parts of the deal without unnecessary concerns.’

‘The biggest USP I felt was in depth industrial knowledge and flexibility.’

‘Technical knowledge and experience in real estate transactions.’

‘Yamada has been very supportive and responsive. Especially in times when there were market uncertainties, his experience and knowledge in the field allowed him to provide comprehensive legal advice to client.’

‘The firm is international and is familiar with laws of different countries.’

Key clients

ESR


Starts Asset Management Co., Ltd.


Work highlights


  • Advised ESR Group in its acquisition of an Osaka data centre asset, as part of a planned $2.15bn project.
  • Advised ESR Group in its joint venture with Stack Infrastructure to develop a new data center campus in Osaka, Japan.
  • Advised Starts Asset Management on its joint venture with Real Estate Sustainability & Energy-Efficiency Diffusion (Re-Seed), a general incorporated association established by the Ministry of Land, Infrastructure, Transport and Tourism and the Ministry of the Environment.

Withers Japan, Zeirishi Houjin

The team at Withers Japan, Zeirishi Houjin is jointly led by Gerald Fujii, Naoki Ueyama, Steven Wheeler and Toshihiko Tsuchiya, with its broad expertise spaning the full spectrum of real estate issues, from acquisitions and disposals, to sales, leases, and financings. The group regularly assists Japanese clients with cross-border transactions, and international clients with their investments into Japan. Fujii is noted for his longstanding experience in advising real estate investment funds, lenders and REITs, while Ueyama has a wealth of experience in advising on structured and acquisition financing mandates. Tsuchiya has vast knowledge of securitization and liquidation issues, including TMK schemes. Wheeler primarily focuses on property related M&A, advising clients on the corporate and commercial aspects of real estate matters.

Practice head(s):

Gerald Fujii; Naoki Ueyama; Steven Wheeler; Toshihiko Tsuchiya


Key clients

Alyssa Partners Japan


Capital Land


CLSA Capital


Deutsche Bank


JP Morgan No


LaSalle Investment Management


Maiora Asset Management Pte Ltd


Mapletree Investments


Morgan Stanley


Nuveen


PAG Investment Management Ltd.


Shinsei Bank


Starwood Capital Asia Limited


Work highlights


Jones Day

Jones Day’s real estate team maintains its stellar reputation for handling outbound matters and real estate disputes, whilst advising Japanese clients on cross-border transactions across the US, Europe and Southeast Asia. The group also acts for a diverse international client base of foreign banks in real estate financing mandates, in addition to assisting foreign real estate funds with entry the Japanese market via TMK and GK/TK schemes. In addition to downstream real estate transactions, practice head Katsumi Shirai focuses on the real estate aspects of renewable energy projects, including solar power generation.

Practice head(s):

Katsumi Shirai


Other key lawyers:

Chizuru Yoshida


Testimonials

‘The team in Japan is very efficient and quick in responses. Almost in a matter of a moment, the team leader will respond to my questions and request for consultations.’

‘The team (particularly the team leader) has deep knowledge of Japanese business customs and regulations as well as some major players’ nature of actions and trends in the market.’

‘Particularly in cases heavily influenced by financial regulations in Japan, Katsumi Shirai and his team are always assisting us with both writing and oral communications. They are also quite quick with responses to those requests.’

Key clients

GF Corporation


Macquarie Capital Securities (Japan) Limited


PAG


Pepper Money Limited


Work highlights


  • Advising GF Corporation on its legal feasibility analysis of an offshore wind power project off the coast of Tokushima Prefecture.
  • Advising Macquarie Capital Securities (Japan) Limited on its sell-out transaction of an existing Matsukawa mega solar project and providing vendor due diligence work on the project.
  • Advising PAG on its investment in a real estate holding corporation for bridge financial needs.