Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office (Gaikokuho Joint Enterprise)

Major Projects: Energy, Chemicals, Mining & Infrastructure

Our Major Projects: Energy, Mining & Infrastructure Practice Group focuses mainly on the energy sector, including upstream resource projects, downstream petrochemical projects, power projects and electricity work. The Group also works in the transportation and construction sectors.

For cross border transactions, the Group co-ordinates and utilizes the relevant local office of Baker & McKenzie to provide the client with all necessary advice on local laws, taking into account the client's needs in Japan.

For inbound and domestic transactions, the Group's experienced project lawyers (bengoshi) advise on Japanese laws, together with foreign qualified lawyers who prepare documentation where foreign investors are involved.

The Group has extensive experience in the following areas:

The Group has represented developers, investors, and lenders in mergers and acquisitions of publicly listed and private companies. Many of these transactions involve multiple jurisdictions. The Group's work includes due diligence, risk analysis, transaction and project structuring, including the location and form of investment vehicle, the negotiation and drafting of documentation, assistance in completion and post-acquisition integration. The Group has also acted on several asset acquisitions involving unincorporated joint ventures.

Recent examples include:

assisting a Japanese consortium to acquire an interest in a publicly listed company in Canada also having assets in the United States, Australia, Kazakhstan and South Africa;

advising two Japanese electric utilities. in their purchase of a power company holding a portfolio of power plants in China;

advising a Japanese company to acquire an equity interest in a liquefied natural gas project in Australia, which is described as the largest resources project in Australian history; and

assisting a Japanese company to acquire an interest in a food conglomerate, which is one of the largest food manufacturing and distribution businesses in China and Taiwan, and which consists of over 200 subsidiaries.

The Group is experienced in the negotiation and preparation of loan, security, and inter-creditor documentation and associated legal opinions.

The Group's project finance work has included:

Acting for the lenders in the financing of a petrochemical plant in Thailand and an aluminum project in Australia.

Acting for the Japanese investor/limited recourse lender for the refinancing of an open-cut coal mining project in Australia.

Acting for the Japanese sponsor in power projects in Thailand.

Together with the Finance and Securities Group, the Group has also worked on more than twenty-five PFI projects in Japan (deals ranging in value from US$5 million to US$50 million). Examples of PFI projects include a waste incinerator, an art gallery, a public swimming pool, a wind power generator, a measurement center, a modern museum, an aquarium, a city school and a city library. Apart from acting for the 90 sponsors and lenders, the Group has also advised a number of city councils and local and national government organizations concerning PFI options, bids, and guidelines for various projects.

The Group also has experience in the negotiation and preparation of power sale contracts, tolling contracts, O&M agreements, fuel procurement & transportation contracts and EPC contracts, applications for licenses & permits and the structuring of multiple party joint ventures.

Our lawyers have over twenty years of experience in advising clients in relation to project development. The Group has been involved in the following transactions.

		Advising on fuel supply contracts.
		Acting for a Japanese consortium as the operator in a coal-fired power plant in Thailand.
		Advising a Japanese supplier on its EPC contracts for a Malaysian power plant and a gas cleaning plant in Australia.
		Advising a Japanese consultant regarding services/equipment supply for two IPP Projects in the Philippines and 2 power projects in Malaysia.
		Acting for sponsors in negotiating power purchase agreements for an SPP in Thailand and a tolling agreement in the United States.
		Advising foreign investors concerning their investments in a gas pipeline project in Russia/Japan and several IPP projects in Japan.

The Group has also worked on the structuring and documentation for numerous mining joint ventures in Australia, Indonesia, Chile, the Philippines, South Africa, Canada and the United States including joint venture agreements, tolling agreements, off-take agreements, rail haulage agreements, and port user agreements.

The Group advises on the regulatory framework of the power sector in Japan and the United States and its experience covers power market applications, advising on licensing agreements and regulatory procedures and power sale agreements.

The Group has advised on the Kyoto Protocol and related climate change issues.

Its experience in this field includes negotiating and documenting a numerous project development, financing and emission credit purchase and sale transactions, and a forestry/carbon credit investment for a Japanese investor in Australia.

The Group is led by Paul Davis and Anne Hung. Together with the Finance and Securities Group, we have more than fifteen Japanese lawyers (bengoshi) and foreign qualified lawyers working on project/project financing transactions.

The Group is also part of the Global Energy, Chemicals, Mining & Infrastructure Group of Baker & McKenzie, enabling it to draw on the resources developed by the firm in relation to project work. The Group works closely with its counterparts in the ASIA PACIFIC other B&M offices including Bangkok, Jakarta, Singapore, Kuala Lumpur, Taipei, Sydney and Manila. B&M also has strong capability in the European, Middle East, North American, Latin American and Central Asian regions.