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

The full range of banking and finance work that Anderson Mori & Tomotsune covers allows the firm to stay anchored in the top tier of the rankings again this year. On the capital markets front, Akiko Kimura is one of the most well regarded practitioners, but the team also features Masaakira Kitazawa and Osamu Tanaka. Kimura represented the underwriters in the global offering of Inpex Corporation in August 2010. With net proceeds of ¥520 billion (US$6.11 billion), the deal was the largest public offering in 2010 by a Japanese non-financial institution.

The firm’s banking team has added strengths from its strong regulatory practice in banking and insurance. The team has worked on many syndicated loans over the past 12 months. In June 2010, it advised the borrower on a leveraged buyout finance deal for the management buyout of Japan Automobile Auction. Satoshi Inoue and Takaharu Totsuka are highly recommended for banking work.

Atsumi & Sakai bolstered its banking and finance offering in October 2010 when ship finance and aircraft leasing specialist Yutaka Sakai and six other partners joined from TMI Associates. Many clients find the firm very user friendly. “I would recommend Atsumi & Sakai because it presents advice clearly in a format that is easy to understand,” says one client. “It gives an appropriate level of detail and substantiation as well as its opinion.”

The firm has an excellent reputation in securitisation matters. Although many note that this market has slowed down recently, the firm has still acted on an impressive number of transactions. For example, it advised a major securities company as arranger on a securitisation of lease receivables and installment receivables, and advised an investment bank as arranger on the refinancing of an SPC involved in real estate securitisation. Name partner Hiroo Atsumi is one of the most respected figures in the securitisation market in Japan.

“The firm is very positive for doing something new and we have a good relationship with Mori Hamada for that kind of brand new structure or brand new type of transaction,” says one structured finance client of Mori Hamada & Matsumoto. The firm’s willingness to work on new legal issues enables it to always stay on top of the market.

One of the firm’s key matters in the last year saw it advise Mitsubishi Corporation on its issuance of US$500 million of five-year US-denominated unsecured straight bonds in September 2010, and the same again under the same conditions in February 2011. The banking team advised KKR Japan in structuring and executing its first buyout transaction in the Japanese market. The deal involved a highly complex finance structure including senior syndicated loans from major banks and other arrangements for back-financing that involved parties outside Japan. Satoko Kuwabara, Akira Marumo and Akiko Sueoka are key contacts at the firm’s banking group, while the capital markets practice features Toru Ishiguro, Satoshi Nakamura and Katsumasa Suzuki.

Sometimes referred to as the strongest among local players, Nagashima Ohno & Tsunematsu excels in every single area of this work, be it capital markets, bank lending or structured finance, and its first tier ranking is undisputed.

Headed up by Toshio Kobayashi, the capital markets team can be found on some of the largest and most high profile deals in the past year. One was the issuance by Dai-ichi Life Insurance of step-up callable perpetual subordinated notes. The firm advised Goldman Sachs and JP Morgan Securities on this deal, which was the first issuance of hybrid bonds that constitute specified subordinated debts.

A highlight of the banking practice, led by Fumihide Sugimoto, was the team’s representation of a group of lenders in the ¥100 billion (US$1.3 billion) financing for the acquisition of Culture Convenience Club by M&M Holdings. The deal closed in March 2011 and was one of the largest acquisition finance deals during that period. Banking and securitisation experts Satoshi Inoue and Jiro Mikami, and project finance specialist Takao Higuchi, are also key practitioners at the firm.

Traditionally not as strong for capital markets work compared to its big four competitors, Nishimura & Asahi has now successfully developed a leading status in this area after the arrival of market luminary Mitsuhiro Yasuda in 2007 and four years of hard work by him and his team. In March 2011, Nishimura & Asahi featured on the international offering of Dai-ichi Life Insurance on the issuer’s side. The deal involved innovative legal issues as it was the first issuance of hybrid bonds that constitute specified subordinated debts.

Home to leading partners Hajime Ueno, Takashi Eijri and Masahiro Ueno, the firm’s banking practice enjoyed another active year. Some sample transactions include advising the lenders on the refinancing of an existing project finance loan provided to a mobile phone operator, and representing a Japanese leasing company as arranger on a syndicated ship lease financing in March 2011. This was the first syndicated ship lease transaction provided to a Singaporean shipping company to be arranged by a Japanese leasing company.

The project finance and structured finance practices are the outstanding strengths of Allen & Overy’s Tokyo office. Partners Aled Davis and Adam Moncrieff are luminaries in the project finance space, while counsel Aaron Comerford is sought by clients for his skills in derivatives and structured finance.

“On the derivative side, Aaron Comerford and Seiji Matsuzoe is a very good team who can provide seamless services from an international perspective plus a Japanese local input,” says one client. The duo is working on one of the most high profile instructions in the structured finance and derivatives space in Japan last year. They advised a group of 10 international and domestic financial institutions on the establishment of the first credit derivatives central clearing platform in Japan at the Japan Securities Clearing Corporation.

On the finance side, a standout transaction was the firm’s representation of The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Securities International on their acquisition of a portfolio of project finance assets from the RBS. Counsel Mark Heimendinger joined Allen & Overy in October 2010 and brought with him expertise on real estate finance.

“Bakers has strength in depth and highly effective quality assurance mechanisms in place,” says one client of Baker & McKenzie. “This translates into guaranteed availability of advice and assistance at a high quality level.” The firm has a strong domestic practice that houses leading practitioners, such as finance specialist Naoaki Eguchi, capital markets practice head Seishi Ikeda, and partner Hiroyoshi Kuromaru.

On the banking side, the team acted on a multijurisdictional deal advising ING on its agreement to team up with The Development Bank of China to provide a ¥7.5 billion (US$97.9 million) term facility to leading Indonesian auto finance company PT OTO Multiartha. On capital markets work, Kuromaru has years of experience on samurai bonds, and this has kept him busy for the past 12 months. Some of the entities he has represented include ANZ, Republic of Argentina, Barclays Capital Japan, Nikko Cordial Securities and Mizuho Securities.

Clifford Chance has a first rate banking practice and its capital markets group is gaining momentum in the market as well. Of the firm’s capital markets practice, one client notes: “The firm provides a high quality service, especially for a first time issuer. It also has sufficient experience, especially in the public sector, and is very reliable.” Leading the team is partner Reiko Sakimura, who is “very hands on” and “understands Japanese culture”. On the Japanese law side, partner Eiichi Kanda is recommended highly. “He definitely can think outside the box, is very flexible, and quick at getting concepts and finding solutions,” notes one client. Leng Fong Lai is also a key contact of the group.

Clients also praise the firm’s structured finance work as well. “The firm has an excellent structure to handle large flow work. This is important in a climate where appetite for risk has diminished and where flow business has increased.” One of the firm’s highlight deals was its representation of ING Bank as mandated lead arranger on a junior mezzanine facility to the GST AutoLeather Group. Managing partner Peter Kilner and finance practice head Masayuki Okamoto are also leading names at the practice.

Magic circle firm Linklaters has arguably the best bengoshi team among foreign firms in Japan, pioneered by partner Akihiro Wani. Combining this with the firm’s international network and a roster of star foreign law partners, such as Andrew Carmichael, Christopher Bradley and Peter Frost, Linklaters has established a formidable presence in the banking and finance space. “The people I have worked together with are very diligent and are always trying to see everything from the viewpoint of myself and the people sitting on the other side of the negotiation table,” notes one client.

The firm is proud of its ability to act on some of the market’s most complex and innovative transactions. In one deal, Carmichael advised Nomura Holdings as sole bookrunner in the international offering of common stock by JVC Kenwood. As the company is a holding company, established in October 2008 through a management consolidation of JVC and Kenwood, it has limited financial history. The Linklaters team had to prepare detailed historical financial information for the company and also for its subsidiaries.

The ability of Morrison & Foerster to offer integrated Japanese, US and English law advice means that the firm is always a strong pick for clients doing cross border transactions. “This firm has very deep experience on the capital markets business, such as the bond related business, both in the Japanese market and in the cross border, international market,” says a client. The team features Fuyuo Mitomi on the Japanese side, while Tony Grundy and Andrew Winden look after the English and US law teams. One deal of note saw a bengoshi team advise Mizuho Securities and Deutsche Securities on the public offering of investment units in Japan by Advance Residence Investment Corporation.

Morrison & Foerster has a presence in the banking and project finance space as well. Dale Caldwell and Michael Graffagna are the two key partners in charge and the duo has worked closely together on numerous projects in the past year. This includes representing Mitsui and Tokyo Gas in the limited recourse project financing of a portfolio of power assets in Mexico.

The capital markets practice at Davis Polk & Wardwell has never fallen short of praise, and the same holds true of leading partner Eugene Gregor. “He’s definitely one of the most respected US securities lawyers in the region. When he weighs in, both the client and the other side defer because he’s so knowledgeable and experienced and definitely someone people are eager to hire,” says a client. Theodore Paradise is another prominent name in the firm.

Demonstrating Davis Polk’s grasp on complex transactions, Gregor and his team advised a group of investment banks as representatives of the initial purchasers in the high yield debt offering by eAccess in April 2011. This was the first high yield debt offering for Japan in five years and the first ever to be offered on a global basis under Rule 144A and Regulation S. As such, it tested a lot of legal boundaries.

“The firm is legally very good, fair and quite commercially-minded,” says one client of Hogan Lovells’ capital markets practice. “The lawyers provide good practical advice and are quite good value for money.” Philip Hyde and Anthony Raven specialise in finance and energy respectively, and are key contacts at the firm’s banking and project finance practice.

Hyde is advising The Bank of New York Mellon as trustee on the restructuring, unwinding and redemption of CDOs arranged by Lehman Brothers and issued under the Dante Programme. On the projects side, Raven is advising JBIC on the project financing of a greenfield power project in Vietnam.

Milbank Tweed Hadley & McCloy’s world class project finance practice complements its banking practice and the firm is often found on the lender side in complex financing transactions. Headed up by veterans Gary Wigmore and Mark Plenderleith, Milbank counts BNP Paribas, JBIC and Mizuho as some of its key clients.

Some recent matters of note saw Plenderleith involved in the project development and limited recourse financing of the Caserones mining project in Chile, where he acted as counsel to the lending syndicate. Meanwhile, Wigmore represented Development Bank of Japan in the structured financing for the purchase of polysilica by Sharp Corporation from Hemlock Semiconductor Corporation.

Norton Rose welcomed the relocation of energy and projects expert Michael Joyce to its Tokyo office to join forces with Chris Viner, Jeremy Gibb and George Gibson. This move illustrates the firm’s determination to shine in Japan and it has been receiving more instructions of late.

The team has showcased its project finance and asset finance expertise on various transactions over the last year. For example, Gibb led a firm team advising the lenders on the financing of the US$1 billion Tupi floating production, storage and offloading unit in Brazil.

“Simpson Thacher & Bartlett always delivers on time and its ability to communicate in the Japanese language is extremely effective, especially when executing complex transactions under a very tight schedule,” says one client. One investment counsel notes that the team is “good at disclosure” and “knows underwriters well”. The firm was able to demonstrate this when it represented the underwriters, led by Nomura Securities International, on Nomura Holdings’ US$1.25 billion medium-term note offering. Partner Alan Cannon led the firm’s team on the deal.

On the issuer side, Takahiro Saito advised Otsuka Holdings on its US$2.4 billion IPO and global offering in January 2011 and this was the largest equity deal in the world for a pharmaceutical company. In addition to Cannon and Saito, partner David Sneider is highly recommended by clients. One says: “He was excellent. [He was] extraordinarily responsive, one of the best foreign lawyers in Japan.”

One of the top Wall Street firms in Tokyo, Sullivan & Cromwell maintains long term relationships with many of its clients in Tokyo. “The quality of advice and response is excellent,” notes a client who has worked with the firm for more than seven years. Widely respected by peers and clients alike, partner Izumi Akai is another reason why clients keep coming back to the firm: “Akai has very good character. He is smart in the way he proceeds on a deal, with deep consideration for aspects of Japanese business culture as well as management concerns and interests.”

In a capital markets deal that tested new legal issues, Akai represented the underwriters, led by Goldman Sachs and JP Morgan, in Dai-ichi Life Insurance’s US$1.3 billion offering of step-up callable perpetual subordinated notes in March 2011. The notes were structured as hybrid securities, and this was the first instrument in Japan to use this structure.

“I recommend working with Freshfields Bruckhaus Deringer because we feel that the firm always stands by us through a deal,” says one client. “The firm explains the pros and cons of outstanding issues carefully, and gives us proper advice from time to time.” Peers note that the firm has become more active in the project finance space. Counsel Don Stokes is advising Japanese trading companies in a number of projects, such as the financing of a locomotive fleet project in Malaysia.

Aircraft finance specialist Hisao Hirose takes charge of the finance group at Latham & Watkins. To add more strength to the team, star partner and Asia finance specialist Joseph Bevash relocated from the Hong Kong office to take up the role as office managing partner in Tokyo. A highlight of the team saw Bevash advise Jurong Aromatics on the development and financing of the Jurong Aromatics petrochemicals project, which includes 11 lending banks and eight sponsors. Hirose has been busy recently on aircraft financing deals for Japanese airlines involving different types of aircraft.

Yoichi Katayama leads the global finance group at Orrick Herrington & Sutcliffe’s Tokyo office, with much of the firm’s involvement in the banking and finance area being energy related. The firm has advised Eurus Energy America twice in the past year. One mandate was on the development of a solar power project in the US, and another was on restructuring of the company’s ownership interests in three different projects.

Paul Hastings Janofsky & Walker has an established reputation in the energy and natural resources sector and the real estate sector, with many of its banking and finance deals found in these sectors. For instance, it is advising BNP Paribas, SG and SMBC on a bridge acquisition financing for the acquisition of interests in two power projects in the Philippines by Kepco. Partners Toshi Arai and Joseph Kim are key contacts while Josh Isenberg brings his real estate expertise to the team.

Under the helm of Tong Yu and Kaye Yoshino, the modestly sized team at Paul Weiss has a strong record on high profile capital markets transactions. In the past year, it advised Bank of Tokyo-Mitsubishi UFJ on its senior note and senior bond offerings in September 2010 and March 2011 respectively. Kenedix, the largest independent real estate asset manager in Japan, also sought Yu’s advice on its ¥15.4 billion (US$177 million) global common stock offering.

Led by managing partner Masahisa Ikeda, Shearman & Sterling has a robust capital markets practice in Japan and the firm acted on a number of securities offerings in the past year. Some sample transactions include advising eAccess on its high yield bond offering in April 2011 and representing Sumitomo Metal Industries on all of its US capital markets work in connection with the business combination with Nippon Steel Corporation.

The banking and finance practice of TMI Associates was shaken a little when asset finance specialist Yutaka Sakai and a few other partners left to join Atsumi & Sakai in October 2010. But the firm’s foundation remains, and it manages to land mandates despite the departures. Some sample deals include advising Invoice as the borrower on the LBO financing for a management buyout in January 2011, and representing the arranger in arranging credit linked notes secured by JGBs.

DLA Piper

Partner David Robbins takes charge of the projects and energy practice at DLA Piper and the firm is investing in its project finance practice. It continues to advise lenders and developers on various projects this year. Some of the firm’s active clients include JBIC and Mizuho Corporate Bank.