Finance and Securities
Corporate and M&A
Major Projects
Tax
IP/IT/EC
Anti Trust
Our finance and securities practice group comprises 14 partners, 13 associates and 11 paralegals. Many of the partners in the group were named as leading individuals in the banking and finance and capital markets practices by Asia Pacific Legal 500 (2001/2 Edition). The finance and securities group is engaged in the full spectrum of debt and equity financing work in Japan.
The core members of our capital markets practice joined us in the merger of Tokyo Aoyama Law Office and Aoki & Partners that took place in May 2001. These lawyers have been recognized as pioneers in securities and capital markets work, advising Japanese corporations on securities issues in foreign jurisdictions and foreign governments and international organizations on bond issues in Japan.

The group has been involved in:

Public offerings (including the preparation of the prospectus), and listing and private placements of securities in Japan - these transactions have included offerings of new equities (IPOs), ADRs, domestic and foreign bonds, and foreign funds.
Equity offered privately or publicly in major capital markets in Europe, the United States and Asia.
Subordinated debt and equity-linked structured issues.
Rule 144A offerings, NYSE listings, disclosure of risk factors and IPOs on the Hercules, Mothers and foreign OTC markets.
The securitization of loans, real estate, and asset-backed securities.

Asia Pacific Legal 500 (2000/2001 Edition) ranks the group's capital markets practice in the first tier, stating that: "[the group] is Japan's leading capital markets boutique, frequently acting for issuers, as well as for domestic and international financial institutions on a range of bond issues, noticeably sovereign bonds and Samurai bonds. Recently [the group] has also been involved in equity-linked structured issues under swap arrangements, as well as the private placement of equity in the US under rule 144A. Foreign issuers the firm has advised include the Commonwealth of Australia, Canada, Ireland and the Republic of Singapore. The firm has also handled issues for a range of financial institutions, including the European Investment Bank and the African Development Bank."
The group handles a range of transactional banking work including project finance and PFI transactions. It was the principal law firm involved in the financing of a major theme park project in Osaka|a transaction that won the Euromoney award for Asian Real Estate Deal of the Year. Since then, the group has been actively involved in the developing project finance market in Japan, acting for both the banks and the sponsors in a range of projects including wind power, waste incineration and other energy related transactions.

Recently, we have been actively involved in the Japanese PFI market, acting for the National government, local governments, sponsor companies and banks. The work has included diverse projects relating to waste incineration, art galleries, public swimming pools, schools and wind power plants.

We have also represented a number of Japanese and international banks as well as other financial institutions in relation to cross border project and structured finance transactions that have been arranged in Japan. The group has particular experience in relation to transactions that are supported by the Japanese government through JBIC and NEXI. The group has also acted on a number of structured lease transactions with respect to manufacturing equipment in Japan.
The group acts as counsel for a number of foreign financial institutions in Japan. These institutions include banks, trust banks, foreign securities companies, investment trusts, fund managers and insurance companies. This work involves both the establishment of these institutions in Japan and ensuring that they continue to comply with the complex Japanese and international regulatory environment. This work requires a detailed knowledge of the markets in which these institutions operate, as well as the Japanese legal and regulatory systems. Close communication with the regulatory authorities is also necessary.

We have also been involved in the development of a number of new financial products for the Japanese markets including cross border repo transactions, bond and stock lending, REIT structures, convertible bonds and warrants. We are actively involved in the development of new derivative products for the Japanese markets including derivatives relating to weather, earthquakes and other natural phenomena as well as credit, equity and other traditional derivative products. Partners of the group are members of a number of the ISDA sub-committees in Japan.

Recently the group has become involved in various e-finance projects including electronic payment and finance mechanisms, electronic fund transfers, digital signature laws, internet banking and securities markets.
Since the start of 1997, we have been actively involved in the distressed debt markets. This work initially involved acting for foreign investment banks and funds in relation to the purchase of portfolios of distressed debt from Japanese banks. Recently, the focus has shifted to the restructuring of debt, and the need to develop creative plans to assist with the rehabilitation of Japanese companies.
Although we have been actively involved in the asset management practice for a number of years, the group's capacity was significantly enhanced in April 2002 when Mr. Yusaku Ono, a senior fund management lawyer, joined the group.

The asset management practice is divided into two areas. The first area involves the establishment of offshore investment funds and the offer and sale of interests in these funds in the Japanese market by public offering and by private placement. The second area involves providing regulatory advice and assistance to clients conducting or wishing to conduct an investment management or advisory business in Japan.
The group handles a range of asset-backed financing and has represented originators, arrangers, agents and lenders of debt, together with managers of asset backed notes and investors. Transactions on which the group has worked include the issue of specified notes (tokutei-shasai) by a special purpose company, the sale of beneficial interests under a trust agreement and non-recourse loans. The group deals with various assets including auto loan receivables, commercial loans, lease credit receivables, consumer loan receivables, housing loan receivables, office buildings and condominiums.
List of Partners and Primary Practice Areas
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Aoki, Kunio: Capital Markets
Deck, David: Asset Management, Securitization, Private Equity
Eguchi, Naoaki: Project and Structured Finance, Debt Restructuring
Hiraishi, Tsutomu: Project and Structured Finance, Emission Trading
Ikeda, Seishi: Banking & Finance and Capital Markets
Kawamura, Akimoto: Capital Markets, Financial Regulation and New Product Development
Kuromaru, Hiroyoshi: Capital Markets
Muto, Yoshiaki: Banking & Finance
Ono, Yusaku: Asset Management, Financial Regulation and New Product Development
Otsuka, Fusako: Capital Markets and Securitisation
Pitts, Jeremy D.: Project and Structured Finance, Asset Management, Financial Regulation and New Product Development
Raftery, Gavin: Project and Structured Finance, Emission Trading
Sumiya, Hitoshi: Capital Markets
Suzuki, Kaoruko: Banking & Finance and Capital Markets
Takahashi, Ken: Capital Markets
Yamanaka, Masato: Banking & Finance and Capital Markets