Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

The banking and finance practice of Anderson Mori & Tomotsune offers a full range of service on all types of financial products such as derivatives, structured finance, debt finance and asset-backed finance. In particular, its team specialises in complex types of domestic and cross-border syndicated loans and has worked on several prominent transactions of this nature recently. A highlight includes advising a major Japanese bank as arranger of a US$1.15 billion loan to a major foreign car manufacturer.

Underwriters enlisted the firm in the ¥417 billion global offering by Mitsubishi UFJ Financial Group, the largest one of 2008 by a Japanese issuer. On the projects front, the group’s focus is on assisting clients to develop effective financing and security packages to meet their commercial needs and the commercial requirements of other participants such as lenders and export credit agencies. Top names of the practice include Tatsu Katayama, Takashi Akahane and Akiko Kimura.

Atsumi & Partners has one of the most highly-regarded securitisation and structure finance practices in the market. The firm offers a full range of financial and corporate services, but truly has a specialty finance group. The market acknowledges its partners are often found on the country’s most groundbreaking and innovative domestic and cross-border securitisation transactions.

The firm’s experience includes the securitisation of leases, credit card receivables, loan receivables, real-estate backed deals, the securitisation of future cash flows and whole-business securitisation. Other areas its finance practice cover are capital markets, general banking, project finance, corporate finance and trust banking. Hiroo Atsumi runs the firm and is a leading lawyer. A highlight transaction for the team was in acting for a Japanese underwriter in a public offering of TMK bonds backed by residential loan receivables originated by a Japanese bank.

A strong choice across the board, Mori Hamada & Matsumoto offers a very capable finance practice. Its structured finance and securitisation group is notable for its excellence and brings expert advice on traditional securitised and liquidated products backed by receivables, and on more complex transactions such as non performing loan securitisations, CDOs and synthetic CDOs. A trusted firm to domestic and international issuers and underwriters, it has an established track record of acting on some of the largest and most innovative securities offerings and provides quality regulatory advice.

On the pure banking side, Mori Hamada practitioners help clients with structuring, negotiating and drafting documentation on all financing fronts like acquisition finance and real-estate finance. One noteworthy deal for the team recently was representing Mitsubishi UFJ Securities on its financial group’s US$4.6 billion offering, the biggest by a Japanese company in 2008. Another highlight had the firm advise Mizuho Securities, Mizuho Corporate Bank and Orix Gold Management on the whole business securitisation of Orix’s Golf Business valued at US$260 million. Key figures on this team include Masanori Sato, Satoko Kuwabara and Toru Ishiguro.

Nagashima Ohno & Tsunematsu is one of the prominent big four domestic firms that boasts a respected finance practice offering in-depth experience and specialist knowledge on all capital-raising matters. Regarded by the market as having one of the strongest finance capabilities of the big four, the team regularly works with top local and international financial institutions and corporates in both domestic and international financial markets.

The firm offers quality advice on fund-raising through securities issuances, shares listings, syndicated loans, structured finance and project finance. Satoshi Inoue and Fumihide Sugimoto are leading lawyers within the finance practice. Two examples of the firm’s work this year include its role advising Sumitomo Mitsui Banking Corporation in relation to its ¥10 billion debtor-in-possession financing to Cosmos Initia, and in acting for GE Capital Corporation on its ¥153 billion issuance of samurai bonds.

As the largest of the premier domestic firms, Nishimura & Asahi was formed in 2007 by a merger between Nishimura & Partners and Asahi Koma Law Offices. As a result, the firm’s finance practice can handle a large volume of transactions and has particular strengths in banking, structured finance and securitisation, and project finance. It boasts a team of highly-regarded practitioners who cover a full range of products and financing transactions and is additionally heralded by the market for its bankruptcy and restructuring, and regulatory expertise. Hiroshi Maeda and Mitsuhiro Yasuda are two top lawyers of this group.

Recently, the firm was involved for MBK Partners on the ¥14 billion refinancing of existing loan obligations of Tasaki Shinju Company, and advised lender Mizuho Corporate Bank in connection to the project financing of Haneda Ryokaku Terminal Building. Another highlight had its securitisation team represent Deutsche Bank Tokyo on a commercial mortgage-backed securitisation deal with Shinsei Bank’s headquarters as the underlying property.

Allen & Overy possess one of the most successful finance practices of the international firms operating in this space. Its project finance capability for example, is market-leading and the market gives credit to its structured finance and derivatives expertise. The team has proven acquisition finance experience and leading sponsors and lenders such as Japan Bank for International Cooperation (Jbic), Sumitomo Mitsui Banking Corporation and Marubeni regularly team up with the group. On the capital markets front, the firm excels in debt work, covering a range of products from various bonds to credit-linked notes to MTN programmes.

A highlight for the firm was its role in closing out Japanese market Lehman Brothers derivatives contracts during the bank’s insolvency. It also advised a syndicate of 10 commercial banks on the US$2 billion bridge loan facility to Lion Power Holdings for the acquisition of Senoko Power.

Clifford Chance is the world’s largest firm and offers its Tokyo office brings a truly global network to its clients as part of its finance practice. With specialties in leveraged finance and capital markets, the firm provides advice across the range of finance transactions and related products. Of note, the firm recently hired top capital markets specialist Reiko Sakimura from Linklaters. Leading clients of the firm like Citibank, JPMorgan and HSBC enlist the firm routinely for financing advice. In addition to Sakimura, the team includes Peter Kilner, Masayuki Okamoto and Eiichi Kanda.

This past year the firm has been busy on advising on the terms of numerous existing financings. Other highlights include financing the acquisition of D&M Holdings by Bain Capital, and financing the acquisition of Benex Corporation by Canadoil. One of the several MTN programmes the team was instrumental in establishing was Toyota Industries’ US$1 billion programme.

Linklaters remains a top choice among international firms for its seamlessly integrated practice of Japanese bengoshi and foreign lawyers. Its financing capability brings a strength and depth of experience across all major practice areas with standout teams in the capital markets including structured finance and securitisation. Offering top-notch advice on banking, derivatives, complex debt products, and innovative securitisations, Linklaters covers all grounds with deft skills. Clients include all the major Japanese banks and leading issuers such as Rabobank, which the team acted for on its ¥27.5 billion float rate samurai bond issuance.

Respected lawyers Christopher Bradley, Akihiro Wani, Andrew Carmichael, Peter Frost, Paul Kruger and Kozo Sasaki form part of the finance team. One highlight deal for the firm was its role advising the joint lead managers and bookrunner in Sumitomo Mitsui Financial Group’s US$1.8 billion issuance of Tier I securities. Additionally, the team acted for manager and lead arranger Citi in the cross border residential mortgage-backed securities issuance of US$228 million secured floating rate notes due 2038 issued by Korea Ace Mortgage Company.

Morrison & Foerster has an especially strong capital markets practice as part of its finance group. With over 120 lawyers, the US firm has a blend of bengoshi and foreign practitioners who cover a wide spectrum of financing work and offer solid advice on US, Japanese and UK law. Its capital markets practice made a major hire two years ago, bringing on board leading specialist Tony Grundy from Linklaters. To partners within its finance group include Grundy, Fuyuo Mitomi, Saori Nakamura, Andrew Winden and Dale Caldwell. On project financings, the firm is a leader in greentech deals and regularly advises clients like Toshiba, Tokyo Gas and Mitsui. A notable area within this group is its real-estate finance practice, which many regard as the finest in the market.

Last year, the team advised Mitsubishi UFJ as initial purchaser in connection with the ¥300 billion global share offering by Nomura Holdings. Another highlight mandate had the team representing Mitsui on its joint ventures with Brazilian state-owned oil company Petrobras in connection with bioethanol production.

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma’s finance practice consists of nine partners and 17 fee-earners. It is a full-service firm with specialty advice on all types of banking, capital markets, and structured finance and securitisation transactions. Naoaki Eguchi and Seishi Ikeda are two prominent names within the practice.

Davis Polk & Wardwell operates a highly-respected capital markets practice in Tokyo with two of the most prominent international lawyers, Theodore Paradise and Eugene Gregor. The firm provides excellent US securities advice on top quality capital markets transactions and has a track record of being involved on some of the market’s most complicated and high-profile deals in the past.

Lovells has a recently formed finance group that provides premier legal advice in all areas with specialties in capital markets, project finance, and derivatives, structured finance and securitisation. Top lawyers Philip Hyde and Anthony Raven, who spent a year on secondment at Mitsubishi advising on energy projects before joining Lovells, lead the team.

Norton Rose opened up its Tokyo office in the summer of 2009 and presents expert advice to clients on a wide range of financing types including asset finance. The latter is due to the specialty of partner Jeremy Gibb, who formerly led the firm’s banking team in Hong Kong. Chris Viner is a corporate finance specialist. The English-law team is led by these two partners and has five associates.

Simspon Thacher & Bartlett is renowned for its capital markets practice. The Wall Street firm’s fundraising advice in the equity and debt capital markets sphere is regarded by many as market-leading. It has two key partners who are equally renowned for their quality, Alan Cannon and David Sneider and the office continues to bring premier counsel on securities in US law to its clients.

Sullivan & Cromwell is home to one of the most highly-regarded capital markets lawyer in Tokyo, Izumi Akai, who is qualified in both Japanese and US law. The firm currently staffed with two partners, five associates and an of-counsel and focuses on major and sophisticated financing deals with US elements.

Freshfields Bruckhaus Deringer offers advice to clients in UK, US and Japanese law. Its finance practice consists of quality advice on all capital-raising matters with focus on structured finance and securitisation, asset finance, project finance and commercial banking. Clients include Swiss National Bank, Daiwa Securities and Deutsche Bank.

Latham & Watkins’ finance practice is particularly strong in asset and aircraft lease financing. It is also a favourite by Japanese sponsors and participants in large project financings around the globe, such as Jbic, Marubeni Corporation and Mitsubishi Materials Corporation. Hisao Hirose is head of the finance group which includes well-known practitioners Robert Melson and Michael Yoshii.

Milbank Tweed Hadley & McCloy was the first US law firm to establish its Tokyo office under its own name in 1977 and has a market-leading project finance practice. In addition to this area, the finance group has solid experience with capital markets and leveraged finance. Gary Wigmore, Mark Plenderleith and Brad Edmister are high-profile practitioners at the firm.

O’Melveny & Myers’ corporate finance practice brings a deep knowledge of securities regulations in the US and Europe. Its work range includes deal financings, syndicated loans and debt offerings. Key clients include principals and financial institutions such as Bain Capital, Capmark, Shinsei Bank and Deutsche Bank Group.

Orrick Herrington & Sutcliffe has a full-service finance practice with a noted specialty in the capital markets with structured finance and securitisation. In the latter market, the firm has a leading reputation representing underwriters, arrangers, issuers, credit enhancement providers and other participants. The firm is active too on cross-border infrastructure project financings and IPO-related matters.

Paul Hastings Janofsky & Walker offers a wide variety of counsel on corporate finance matters and claims a long-standing reputation as one of the top firms for real estate financing and leveraged financing. It also has a Japan-China practice that offers Japanese and international clients advice on their China investments.

Paul Weiss Rifkind Wharton & Garrison is a small but effective capital markets team that primarily focuses on representing corporates. The financing team, led by Kaye Yoshino and Tong Yu, offers top quality advice on an array of transaction types involving stock consideration, tender offers and other securities-related activities. A majority of the group’s experience involves representing non-US issuers in cross border offerings.

Shearman & Sterling has an experienced finance team with a proven track record in capital markets, banking and project finance transactions. Masahisa Ikeda leads its capital markets team, working with issuer and underwriter clients in a range of equity and debt deals. Etienne Gelencser runs the banking and project finance side that has excellent ties with a few of Japan’s biggest banks like Sumitomo Mitsui Banking Corporation and Bank of Tokyo-Mitsubishi UFJ.

Skadden Arps Slate Meagher & Flom’s finance practice has advised numerous leading Japanese banks in a diverse array of transactions, ranging from securitisations to loan agreements to acquisition financings. Its 30-strong office operates as a foreign law joint enterprise with bengoshi lawyers and six partners. It targets high-end cross border transactions involving global markets. Mitsuhiro Kamiya and Nobuhisa Ishizuka are top practitioners part of the group.

TMI Associates is a leading domestic firm with over 200 lawyers that offers a comprehensive range of legal advice in banking, capital markets, corporate finance and financial services. It is noted for its structured finance and securitisation work, and issuance of securities and derivative products. Yutaka Sakai heads up the finance practice.