Japan - IFLR1000

516 

Japan 


Chamber of commerce: 

The Japan Chamber of Commerce and Industry 

3-2-2 Marunouchi 

Chiyoda-Ku 

Tokyo 100 


Tel: +81 3 3283 7851 

Fax: +81 3 3216 6497 

Web: www.jcci.or.jp 

Professional body: 

Japan Federation of Bar Associations 

1-1-3, Kasumigaseki 

Chiyoda-Ku 

Tokyo 100-0013 


Tel: +81 3 3580 9841 

Fax: +81 3 3580 2866 

Email: kouhou@nichibenren.or.jp 

Web: www.nichibenren.or.jp/english/ 

Recent legislative developments 

Shigeki Minami 

Asahi Koma Law Offices 

Tokyo 

New Corporation Law coming into effect 

Deregulation of consideration in reorganization 

The Corporation Law, enacted in 2005, came into effect on May 1 

2006. The Corporation Law offers three types of statutory reorganization: 

(i) merger; (ii) stock-for-stock exchange (kabushiki-kokan 

and kabushiki-iten); and (iii) corporate split. For these reorganizations 

the Corporation Law permits consideration given to the target 

shareholders to be of any form, including stock of the parent of the 

acquiring corporation. This relaxation will come into effect on May 1 

2007. 

The use of a parent company’s stock as consideration has made 

triangular mergers possible. In respect of the use of a foreign parent’s 

stock as consideration, the Ministry of Justice might introduce 

certain additional conditions, which might include a requirement for 

approval of the target shareholders through an especially rigid resolution 

of no less than two-thirds’ affirmative voting by a majority, in 

number, of the target shareholders. 

Purchase method accounting introduced 

As of April 1 2006 the new accounting rule for business combinations 

came into effect. The new rule adopted the purchase method 

for most combinations of two or more companies, where the assets 

and liabilities of the acquired company are reported at their fair market 

value on the books of the acquirer. In contrast to the situation in 

the US and, indeed, to international standards, the pooling method 

has remained for the limited number of cases of equal combination. 

Update on M&A taxation 

Deferral on share-for-share exchange limited 

The taxation of stock-for-stock exchanges (kabushiki-kokan and 

kabushiki-iten) will be tightened as of October 1 2006. Specifically, 

for the deferral of taxation upon built-in gains/losses of the target 

assets (or subsidiary assets in the case of kabushiki-iten), the new 

tax code requires, in essence, continuity of control upon business 

and continuity of interest. On the shareholder side, for deferral of 

target shareholders’ gains/losses of stock, shareholders are not 

allowed to receive consideration other than the acquirer’s stock. 

Receipt of even less than 5% of cash, which is permissible before 

the amendment, will render both the target corporation and its 

shareholders taxable. 

Deferral on foreign-stock-for-Japanese-stock exchange in discussion 

As far as the taxation of triangular mergers is concerned, tax deferral 

is expected to be available for targets and shareholders receiving 

stock in a Japanese parent. Whether or not tax deferral should 

be available where stock of a foreign parent is used as consideration 

given to shareholders of a Japanese target is under discussion. 

The government policy is to be decided by the end of 2006, and, if 

so adopted, is expected to come into effect from May 2007. 

Enactment of Financial Instrument Transactions Act 

The Financial Instrument Transactions Act (the FITA) was enacted as 

of June 7 2006. The FITA intends to overhaul and replace the 

Securities Exchange Law and integrate the existing separate 

regimes regulating various financial businesses – in much the same 

way as the UK Financial Services and Markets Act. The FITA is 

expected to come into effect in several steps by the summer of 2007. 

Various financial instruments under unified regulation 

The FITA intends to regulate a wide range of financial instruments 

– currently regulated under several different acts – under one comprehensive 

piece of legislation, with certain exceptions, albeit in a 

flexible manner. The scope of the financial instrument to which the 

FITA applies shall be specified by government ordinances. 

Entry regulation relaxed 

The FITA will in general relax the entry regulation for such businesses 

such as investment trusts, investment corporation asset management, 

discretionary investment management, over-the-counter derivative 

transactions, and underwriting, which at the moment require a 

government licence. These businesses will be called financial instrument 

transaction businesses, and will require registration. 

In effect, financial instrument transaction businesses will be 

divided into the following five categories: (i) type I; (ii) type II; (iii) 

investment advisory and agent; (iv) investment management; and (v) 

securities custody. There will be certain qualification requirements 

for each registration (depending on the type of business in question), 

which will be denied if an applicant does not meet those specific 

qualification requirements. 

Type I business will cover a wide range of financial instrument 

transactions, including general securities brokerage/dealer businesses. 

Companies qualified to engage in type I business will be 

allowed to conduct all types of financial instrument transactions, 

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subject to, among other things, adhering to minimum capital, net 

worth, and capital adequacy requirements. 

Type II business will cover a narrower range of transactions. 

Companies qualified to engage in type II business will be allowed to 

conduct: (i) self offering of rights in a collective investment scheme; 

(ii) sales – except underwriting – of certain illiquid financial instruments; 

and (iii) market derivative transactions, other than those on 

securities derivatives. For type II business, while a minimum capital 

requirement will be imposed, net worth and capital adequacy 

requirements will not. 

The investment management business will cover, among other 

things, management of collective investment schemes. 

As a result, a collective investment scheme, either its offering or 

management, is subject to registration, with certain exceptions for 

those offerings to qualified institutional investors which are subject 

only to notifications. 

On the other hand, bank, insurance, trust and mutual aid credit 

businesses do not fall within in the ambit of the FITA, and are generally 

subject to stricter regulation. 

Amendment to the Trust Act 

The amendment to the Trust Act is in discussion in the Diet at the 

time of writing, and is expected to come into effect in the summer 

of 2007. The amended Trust Act will allow for the formation of various 

types of trusts, including limited liability trusts, business trusts 

and trusts without specified beneficiary. Among other things the Act 

will allow self trusts, in which an settlor/grantor can declare its certain 

assets under a trust, for which the settlor/grantor itself 

assumes trusteeship, which could replace the function of special 

purpose vehicles used in various asset-backed financings. In 

response to negative political reaction, the self trust will come into 

effect later, most likely in the summer of 2008. 

Banking 

Recommended firms 

Tier 1 

Anderson Mori & Tomotsune 

Mori Hamada & Matsumoto 

Nagashima Ohno & Tsunematsu 

Nishimura & Partners 

Tier 2 


Atsumi & Partners 

Clifford Chance 

Freshfields Bruckhaus Deringer 

Linklaters 

Tier 3 

Allen & Overy 

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Law Office 

Jones Day 

Latham & Watkins 

Morrison & Foerster 

White & Case 

Tier 4 

Lovells 

O’Melveny & Myers 

Orrick Herrington & Sutcliffe 

Paul Hastings Janofsky & Walker 

Skadden Arps Slate Meagher & Flom 


Anderson Mori & Tomotsune’s banking group handles the full 

range of domestic and cross-border work, including secured and 

unsecured syndicated loans, debt trading, real estate financing 

and public sector financing. The department has recently been 

strengthened by the addition of Taro Tsunoda, who joined the 

firm from Cleary Gottlieb Steen & Hamilton. 

In April 2006, Anderson Mori & Tomotsune advised eMobile 

on its mixed funding. eMobile obtained ¥220 billion ($1.8 billion) 

by a syndicated non-recourse loan simultaneously with an 

issue of ordinary shares and three kinds of preferred shares worth 

a total of $143 billion. 

Key contact partners 

Tetsuya Itoh 

Kunihiko Morishita 

Isao Shindo 


Mori Hamada & Matsumoto has in recent years developed a significant 

real estate finance practice, and the traditional strength 

of the firm in the areas of finance and bankruptcy have proved 

essential in enabling the firm quickly to become a key player in 

this growing practice area. Partners Ko Fujita and Masanori Sato 

are held in high regard by the market. 

The firm has tremendous experience advising on straight 

lending work, as well as on more complex lending structures such 

as mezzanine financing and synthetic leases. On the non-transactional 

side, the firm provides advice on the banking regulatory 

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regime, and frequently assists with structuring new financial 

products. 

Leading lawyers 

Ko Fujita 

Masanori Sato 


Ko Fujita 

Masanori Sato 


Nagashima Ohno & Tsunematsu has an active and well-regarded 

banking practice that provides experienced and practical legal 

advice. The firm advises on a range of finance work, including syndicated 

loans, trade finance, asset and project finance, and other 

non-recourse lending transactions. 

In the past, the firm has advised the Mitsui Sumitomo Banking 

Corporation as lender in connection with the ¥16 billion acquisition 

financing for the Rhythm Corporation. 


Satoshi Inoue 

Minoru Ota 

Masayuki Yoshida 

Key contact partner 

Satoshi Inoue 


Nishimura & Partners advises private and government institutions 

on secured and unsecured loans, international syndicated loans, 

project financings, derivative transactions and other state-of-the-art 

financing techniques. The reputation and experience of the banking 

team enables the firm to secure roles on many of the largest financings 

in Japan. For example, in one recent highlight the firm was 

involved in the first domestic project financing for a wind-power 

generation plant, displaying its international financing expertise. 

The firm has a wide range of experience in real estate acquisition 

and disposal, development, leases and management, both in Japan 

and overseas. It is also engaged in various hotel and urban development 

projects. 

Nishimura & Partners recently acted for the Carlyle Group in 

connection with a ¥16 billion acquisition financing package forwarded 

to it by the Mitsui Sumitomo Corporation for the purchase 

of automotive components maker, the Rhythm Corporation. 


Kei Ito 

Masaru Ono 

Katsu Sengoku 


Asahi Koma Law Offices is a well-resourced firm that is a solid 

choice for banking work. Over recent times the firm’s banking 

lawyers have been, and continue to be, targets for recruitment by 

international law firms. However, the practice still retains a 

wealth of talented lawyers that are capable of providing the full 

range of banking law advice. 

The firm regularly serves corporate borrowers and private 

equity investors. For example, the firm recently acted for private 

equity firm the Cerberus Group in relation to its acquisition of 

the Kokusai Kogyo Group’s bank debt, worth over ¥400 billion, 

as well as in relation to the provision of a new $900 million loan 

to an affiliate company of the group. 


Takashi Ejiri 


Headed by managing partner Hiroo Atsumi, Atsumi & Partners 

enjoys a very strong reputation for banking and finance, particularly 

in cutting-edge securitization. In addition to having general 

banking capabilities, the firm also has experience advising on 

asset finance and real estate finance matters, as well as on the 

development of investment fund structures. 

Atsumi & Partners became the first Japanese firm to have a 

non-bengoshi partner when it recruited US-trained banking and 

finance expert Bonnie Dixon from Dorsey & Whitney’s old 

Tokyo office, further developing the firm’s cross-border expertise. 


Hiroo Atsumi 


Clifford Chance is “a market leader” for English and US advice 

in Japan, and the quality of its corresponding local advice makes 

it one of the largest and most successful international banking 

practices in Asia. From among the team, Peter Avery and Tim 

Jeffares are both regarded as “excellent lawyers” by their peers, 

and the team received a further boost this year as a result of David 

Wilson’s relocation to the Tokyo office in May. 

Over the past year, Clifford Chance’s acquisition finance and 

lending practices have continued to advise on several significant 

deals in the region. The firm’s clients include Citigroup, JP 

Morgan, DBS, Credit Suisse, Calyon and HSBC. The firm’s distressed-debt 

trading practice has also continued to be extremely 

busy, and over the past 12 months it has been involved in almost 

all of the major portfolio auctions, including Huarong, Bank of 

China and Great Wall, often managing more than one mandate. 

Also this year, the firm advised on the syndicated facility for 

the Nippon Sheet Glass Company to finance in part its acquisition 

of Pilkington, and acted on a secured syndicated facility for 

the Arysta Corporation and its group companies. 

Clifford Chance also represented the lenders on a syndicated 

acquisition facility to finance in part the Softbank Corporation’s 

acquisition of Vodafone, and acted for another lending syndicate 

on the Jupiter Telecommunications refinancing. The firm also 

advised on a syndicated facility for the Fuji Xerox group of companies 

and acted on a syndicated facility for the Marubeni 

Corporation. 


Peter Avery 

Tim Jeffares 


Peter Avery 

Tim Jeffares 

Peter Kilner 


Freshfields Bruckhaus Deringer has a well-balanced and capable 

finance practice. Highly recommended partners James Lawden 

and Mark Keeler lead the practice. The firm’s clients include 

WestLB, Banque AIG, GE Capital, HSBC, NTT Leasing and 

Macquarie Bank. On the local side, meanwhile, the firm’s three 

bengoshi partners, Naoki Kinami, Masayuki Okamoto and 

Nobuo Nakata, also have a wealth of banking experience. 

In the past year, a team represented Deutsche Bank as arranger 

of a loan to a Japanese telecommunications company, which was 

completed in a number of stages throughout the year for a total 

amount of ¥130 billion. 

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More recently, in March 2006, the firm advised Daiwa 

Securities in relation to the financing of a movie and TV content 

fund originated by Usen. Elsewhere, the firm represented 

Goldman Sachs on a loan to finance a management buyout of a 

fund management business, worth $40 million. 

A team led by Mark Keeler, meanwhile, also represented the 

Norinchukin Bank in relation to the investment in funds relating 

to the provision of leveraged debt financing in Europe. 


Mark Keeler 

James Lawden 


Mark Keeler 

Naoki Kinami 

James Lawden 

Allen & Overy 

Over the past 12 months Allen & Overy has continued to consolidate 

its position as a market leader in Japan’s banking and 

finance arena. Partner Aled Davies is held in high regard among 

his peers. The firm has strong relations with Japanese and foreign 

banks in Tokyo. Its relationship with Japan Bank for 

International Cooperation (JBIC) is particularly close and continues 

to grow. The banking and finance team has been further 

strengthened over the past year with the arrival of associates 

Andrew Roche and Scott Neilson. 

This year has been a busy one for Allen & Overy’s banking 

department. The firm advised the arranger of a loan to Asahi 

India Glass, the first Nexi-covered loan to a Japanese-foreign 

joint venture. The team also acted for the lenders to the Taweelah 

B IWPP, the largest IWPP project financing in the world. 

Also this year the firm advised the Norinchukin Bank on the 

financing scheme for the acquisition of 54 hotels in Western 

Europe using Goldman Sachs’ Whitehall acquisition vehicle, and 

represented JBIC on its involvement as a lender in a $3.7 billion 

petrochemicals expansion project in Saudi Arabia. 

The firm also advised the arrangers, including JBIC and 

Citibank, on a JBIC loan and a Nexi-covered loan to a joint venture 

company is developing a uranium mine in Kazakhstan for 

exclusive off-take to Japan. The project’s sponsors included the 

Sumitomo Corporation and Kansai Electric, and marked the 

first-ever JBIC financing of an overseas investment of this kind in 

Kazakhstan. 

Leading lawyer 

Aled Davies 


Aled Davies 

Adam Moncrieff 

Baker & McKenzie GJBJ Tokyo Aoyama Aoki 

Law Office 

Baker & McKenzie’s banking practice acts as counsel to a number 

of foreign financial institutions in Japan, including banks, 

trust banks, foreign securities companies, investment trusts, fund 

managers and insurance companies. 

The firm has also recently 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. The firm is 

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. 

In the past, the firm has advised Mizuho Securities on the provision 

of a contingent debt facility to the Tomoegawa Paper 

Company to cover the risk of large-scale earthquakes. The team 

helped structure and document the innovative transaction, which 

set a precedent in the use of commercial financing methods as 

risk management tools. 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. 


Naoaki Eguchi 

Jones Day 

Jones Day’s banking department advises on a number of areas, 

including asset-backed finance and leasing, derivatives, international 

lending, project finance, public and private issuance of 

equity and debt securities, securitizations and venture capital. 

The firm’s lending and structured finance team is particularly 

active in the field of real estate financings. 

Among the year’s highlights, the firm recently acted for 

Kyokuto Securities on a series of real estate financings involving 

the use of a yugen kaisha corporate vehicle funded by commercial 

bank loans and private equity investments. 


John Roebuck 

Masatomo Suzuki 

Toru Yamada 


Hisao Hirose leads the finance department in Latham & 

Watkins, which is composed of two partners, two counsel and 

five associates. The team has had a successful year hiring new staff 

and handling large deals. The firm recently hired Robert Melson 

to the position of counsel and Kiyofumi Takata to associate, both 

of whom moved over from rival firms in 2005. 

This year Latham & Watkins advised and represented a 

Japanese company in the financing of its purchase and lease of an 

aircraft from a commercial airline. Hisao Hirose spearheaded the 

firm’s advice on the deal, which was valued at $31 million. 

More recently, Satoshi Karashima led a team that represented 

a financial institution in Japan in relation to the structuring and 

purchase of loan receivables, with co-investors. 


Satoshi Karashima 

Hisao Hirose 


Morrison & Foerster’s banking practice has continued to develop 

its presence in the Japanese market over the past year. With foreign 

and local law capabilities, the firm counts among its clients 

such well-established names as Mizuho Corporate Bank, Shinsei 

Bank, the Japan Bank for International Cooperation, the 

Development Bank of Japan, Nikko Citigroup, Merrill Lynch 

and Credit Suisse First Boston. 

The firm has recently been involved in a string of deals involving 

secured credit facilities, acquisition financings, leveraged lease 

financings and mezzanine financings, and has proven itself to be 

equally comfortable working for borrowers or lenders. 

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Much of Morrison & Foerster’s instructions are related to the 

real estate sector, and here the firm boasts a leading team in 

Tokyo that represents lenders, borrowers, opportunity funds and 

other investors in a wide range of finance, joint venture, acquisition 

and development transactions. It is also one of the few 

groups that has been active in the formation of, and offering of 

interests in, J-Reits. 

This year, the firm represented a joint venture between two 

opportunity funds in their ¥23.75 billion acquisition and tokutei 

mokuteki kaisha (TMK) financing of a property in Tokyo, which 

will be redeveloped into a 23 storey mixed-use building to 

include office and retail space. The firm also advised an international 

investment bank in providing a ¥40 billion secured credit 

facility to a US financial institution to fund its lending activities 

in Japan. 

Among the year’s other highlights, Morrison & Foerster represented 

an international opportunity fund in relation to a ¥5 billion 

TMK restructuring and refinancing of several commercial 

properties located in Japan, and advised an international opportunity 

fund on its ¥5.5 billion acquisition and TMK financing of 

a commercial property in Tokyo. 


Katsuhiko Fujihira 

Theodore Seltzer 

White & Case 

White & Case’s Tokyo team has a formidable reputation in the 

global bank finance arena, and the Japan practice is no exception. 

The firm’s US-, UK- and domestically qualified lawyers have 

assisted Japanese lenders in the financing of numerous big-ticket 

leasing transactions with Japanese airlines, shipping companies, 

trading companies, electric utilities and manufacturers, and 

advised on a range of major Japanese leasing transactions in the 

US, Asia and Europe. Its impressive client list includes Cargill 

Investments Japan, Shinsei Bank, Citibank, Deutsche Bank and 

Credit Suisse. In April 2005 Akinori Watanabe joined the firm as 

a partner from Iwata Godo Attorneys, further strengthening the 

outfit. 

White & Case has been increasingly involved in aircraft 

finance deals, recent examples being the firm’s representation of 

WestLB as overall arranger and debt syndicating agent in the 

challenging financing of B777 aircraft, which necessitated an 

innovative structure incorporating elements in Singapore, the 

Labuan (Malaysia) offshore financial centre, US residual value 

insurance into a Japanese operating lease structure for Japanese 

equity investors, and a debt syndicate of international banks. 

Keiko Tashiro remains one of the most active Japanese aircraft 

finance attorneys, and is involved in virtually all Japanese domestic 

airline financing transactions, frequently representing the 

lender syndicates. In addition she has been active in domestic 

shipping transactions, advising on the financing of new vessel 

deliveries to Japanese shipping lines using a modified operating 

lease structure. 

Among other standout deals, White & Case has been representing 

Aozora Bank since early 2005 in its efforts to become 

active in international aircraft finance transactions, as a direct 

lender in several aircraft acquisitions, as an acquisition finance 

lender in the acquisition by Cerberus, and providing credit support 

for JOL aircraft structures to AerCap Finance. The firm also 

represented Diamond Lease in JOL aircraft financings for aircraft 

to Regional Air of France in 2005. 


Robert Grodine 

Keiko Tashiro 

Chris Wells 


Robert Grodine 

Chris Wells 

Other notable firms 

Lovells’ finance team has recently been able to further its experience 

and add to its portfolio of deals due to an increase in outbound 

Japanese financings, particularly in relation to Japanese 

companies operating in China. For example, Lovells recently 

advised UFJ Bank in connection with providing a multi-currency 

syndicated loan to a Chinese subsidiary of a Japanese electronics 

company. The firm has also been acting for several 

Japanese clients in relation to their restructurings of debts and 

distressed assets around the region. 

O’Melveny & Myers has taken on a lot of new staff over the 

past year, mainly from Taiyo Law Office. Naosuke Fujita was 

hired from there as a partner, and Noriko Sakai, Mariko Obana 

and Kyoko Tanaka all moved over as associates. Makiko 

Kawamura was also lured away from Cleary Gottlieb Steen & 

Hamilton in January 2006. The firm has an impressive client list 

which includes Deutsche Securities, Lehman Brothers Japan, 

Shinsei Bank and Goldman Sachs (Japan). Highlights for the 

firm this year included representing Deutsche Bank in a senior 

secured credit facility in connection with the restructuring of 

Pacific Crossing, advising Japan Hotel & Resorts Reit on an 

acquisition loan financing in connection with its IPO, and representing 

Shinsei Bank on several senior credit facilities. 

Paul Hastings Janofsky & Walker has a fully integrated team 

of highly skilled multilingual US and Japanese lawyers, which 

makes it a solid choice for banking advice. Taiyo Law Office has 

this year been fully integrated into the firm, further strengthening 

its position. In the past, Taiyo Law Office advised on secured 

loan facilities for the acquisition of real estate assets, and on related 

debt restructurings or workouts of Japanese real estate businesses. 

The team also helped an international investment bank to 

develop and repackage a non-performing loan investment programme. 

Skadden Arps Slate Meagher & Flom boasts a 10-lawyer 

team of US- and Japan-qualified attorneys that have advised 

investment banks, opportunity funds and lenders in transactions 

in Japan totalling several billions-worth of US dollars in recent 

years. The firm has particular experience advising on sophisticated 

real estate financings, including structuring tax-efficient ownership 

structures and operations, trust structures, acquisitions of 

hard assets and non-performing loans, non-recourse loan and 

bond financings, mezzanine financings, fixed-term leases, saleleaseback 

transactions, construction contracts, asset management, 

non-performing loan transactions, private equity fund formation, 

the acquisition of real estate companies, and securitizations 

and corporate financings, including J-Reit transactions. 

Among other work, the firm has recently advised various lenders 

and borrowers in non-recourse securitizable loans secured by 

properties, trust interests and non-performing loan portfolios in 

Japan. The Tokyo office has also participated in the creation of 

various investment funds and private equity vehicles seeking to 

invest in Japanese companies, real estate-related investments and 

distressed debt. 

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Capital markets – debt and equity 


Tier 1 


Linklaters 



Tier 2 

Davis Polk & Wardwell 


Sullivan & Cromwell 

Tier 3 

Allen & Overy 



Shearman & Sterling 

Tier 4 



Paul Weiss Rifkind Wharton & Garrison 

Simpson Thacher & Bartlett 


Anderson Mori & Tomotsune has an excellent capital markets practice 

that includes leading lawyers Akiko Kimura, Masaakira 

Kitazawa and Nobuyuki Tomotsune. On the debt side, the practice 

has advised Fukuyama Transporting on a ¥22 billion ($189 million) 

global issue of interest-bearing discounted convertible bonds. 

Also this year, the firm represented Citigroup on its issue of 

¥230 billion samurai bonds, acted for Tobu Railway on its ¥50 

billion bond issue with rights to subscribe for new shares, and 

advised Fuji Photo Film on its issue of ¥200 billion-worth of 

bonds with stock acquisition rights and repackaged notes issued 

by Keystone Capital. 

On the equity side, meanwhile, Anderson Mori & Tomotsune’s 

standout deal was its role advising the underwriters, led by Nomura 

Securities and UBS Securities Japan, of the Central Japan Railway 

Company’s privatization through a global offering of common 

stock for ¥477 billion. The firm also picked up a role advising the 

China Construction Bank in relation to its global IPO, which raised 

$9.23 billion, and in February 2006 advised on the global IPO of 

Lotte Shopping, a $3.5 billion deal that included an $800 million 

offering of global depositary receipts. 


Akiko Kimura 

Masaakira Kitazawa 

Nobuyuki Tomotsune 


Hirohito Akagami 

Akiko Kimura 

Hironori Shibata 

Linklaters 

Linklaters’ capital markets department is run by Tony Grundy, 

who is highly regarded by the market. The firm recruited 

Misuhiro Yasuda last year to launch a full-service Japanese capital 

markets practice to complement its foreign law capabilities. 

Formerly a partner of the now-disbanded Mitsui Yasuda Wani & 

Maeda, Yasuda has, in the words of one peer, “vast experience in 

advising on high-profile deals”. 

The firm recently advised Morgan Stanley and Goldman 

Sachs on RHJ International’s global offering, which raised over 

€700 million. The complex deal structure involved setting up a 

new holding company from an existing Ripplewood-managed 

private fund and listing the company on Euronext Brussels. 

Other equity work included acting for Tokyo Star Bank on the 

US law aspects of its ¥86 billion initial public offering in Japan 

and internationally, one of Japan’s largest IPOs in 2005, and acting 

on Mitsui & Co’s issue of 130 million shares worth ¥213.5 

billion, which was the largest capital increase in over a decade by 

the issuer. And in an example of Linklaters acting on both 

Japanese and US law aspects on a transaction, the firm advised on 

All Nippon Airways’ issue of 230.5 million new shares. 

On the debt side, meanwhile, the team has also been extremely 

busy, most notably representing Hyundai Capital Services on 

its first-time debt issue of samurai bonds worth ¥44 billion. The 

foreign side of the practice enjoys a dominant position in the 

convertible bond market, usually advising underwriters and managers. 

Recent examples include advising on Sega Sammy’s ¥30 

billion convertible bond offering, exchangeable for convertible 

bonds in the Sammy Corporation, and acting on a convertible 

bond issue by Mitsubishi Materials Corporation that provided 

stock acquisition rights in the Euromarket. 

Other highlights of a fantastic year included acting on 

Resona’s issue (through a wholly owned Cayman subsidiary) of 

$1.15 billion preferred securities, the first Japanese public hybrid 

Tier I offering since 1998, advising on Fukuyama Transporting’s 

¥22 billion issue of interest-bearing discounted convertible 

bonds, the first issue of yen-denominated liquid yield option 

notes, which was awarded Nikkei best equity finance deal of the 

year 2005, and representing Nomura Securities on the Japanese 

and US law aspects of Posco’s offering and Tokyo stock exchange 

listing of American depositary shares. 


Tony Grundy 

Misuhiro Yasuda 


Tony Grundy 

Misuhiro Yasuda 


Mori Hamada & Matsumoto has an excellent capital markets 

practice led by Toru Ishiguro, who is widely recognized as a market 

leader. The firm has had a busy year advising on a number of 

deals, most notably acting for Xinhua Finance in relation to its 

initial public offering and listing on the Tokyo stock exchange. 

This deal was a real landmark for the Japanese market for a 

number of reasons: it was the first instance of a non-Japanese 

issuer having its IPO listed solely on the Mothers Board of the 

Tokyo stock exchange, and marks the first time a China-related 

company came to the Japanese capital markets. 


Toru Ishiguro 


Toru Ishiguro 


Nagashima Ohno & Tsunematsu has a well-established capital 

markets team that includes Hidetaka Mihara, Miyuki Ishiguro 

and Fumide Sugimoto, who are all held in high regard by the 

market. 

Trusted relationships with a multitude of prominent investment 

banks mean that the firm is strongly favoured for the role of 

underwriter’s counsel on major deals. Nagashima Ohno & 

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522 


Tsunematsu also has a healthy market share of debt deals. Recently, 

the firm has completed an impressive list of US dollar-, euro- and 

yen-denominated bond offerings, acting for frequent issuers such 

as the General Electric Capital Corporation, the International 

Finance Corporation, Japan Bank for International Cooperation, 

Toshiba, Pioneer and NEC Electronics. The firm has also advised 

consumer finance company Aiful on a $500 million note issue 

made under Rule 144A and Regulation S. 


Miyuki Ishiguro 

Hidetaka Mihara 

Fumide Sugimoto 


Miyuki Ishiguro 


Davis Polk & Wardwell’s Tokyo office, which opened in 1987, is 

staffed by two partners and eight associates. The principal focus 

of the office is on capital markets transactions, mergers and 

acquisitions, and joint ventures involving Japanese and foreign 

enterprises. Partners Eugene Gregor and Theodore Paradise come 

highly recommended by peers and clients. 

The firm has notched up a busy year. In one landmark deal, 

the firm acted on a $450 million Rule 144A/Regulation S structured 

debt offering by Nissay Global Fund Special Purpose 

Company, representing an economic interest in Nippon Life’s 

obligations. This cross-border offering was the first to involve 

foundation funds of a Japanese insurer. The firm also acted on 

Sumitomo Mitsui Banking Corporation’s $1.35 billion and 

€700 million Rule 144A and Regulation S issues of fixed-tofloating 

rate perpetual subordinated bonds. 

Davis Polk & Wardwell has also been busy working on the 

€554 million Euronext listing and Rule 144A/Regulation S 

global IPO of common stock by RHJ International, an international 

holding company for a range of Ripplewood LLC investments 

in Japan and Europe, and advising on the $850 million 

London Stock Exchange listing and Rule 144A/Regulation S 

global bond offering of perpetual subordinated notes by Chuo 

Mitsui Trust Banking Company, a leading trust bank in Japan. 


Eugene Gregor 

Theodore Paradise 


Eugene Gregor 

Theodore Paradise 


Nishimura & Partners’ capital markets team remains a solid contender 

in the market. The team is frequently engaged to advise on 

the Japanese law aspects of initial public offerings by overseas 

issuers that involve public offers without listing in Japan. 

The firm has recently represented the Mizuho Financial 

Group on a dual-currency issue of $1.5 billion subordinated 

notes and a €750 million issue of step-up callable subordinated 

notes that was made through a Cayman Islands company. The 

notes were guaranteed on a subordinated basis by the issuer’s parent, 

and were listed on the Luxembourg stock exchange. 


Sullivan & Cromwell has a top-notch capital markets practice, 

mostly due to leading lawyer Izumi Akai’s hard work. This year 

the firm, led by John Young, has advised the underwriters and the 

sole US counsel to the Japan Finance Corporation for Municipal 

Enterprises on its registered global bond offering, which amounted 

to $1 billion. 

The firm also advised Tata Motors (India) on a convertible 

debt offering of zero coupon convertible notes due 2011. The 

notes will be convertible into ordinary shares (or ABSs representing 

ordinary shares). 

On the equity side, meanwhile, Sullivan & Cromwell, led by 

Akai, advised the Kenedix Reality Investment Corporation on its 

global equity offering pursuant to Regulation S and Rule 144A. 

This deal closed in May 2006 and was worth $385 million. 


Izumi Akai 


Izumi Akai 

John Young Jr 

Allen & Overy 

Allen & Overy’s capital markets team, led by Piyasena Perera, has 

a “fantastic reputation” for providing top-drawer legal advice to 

major international banks and corporations, and securities houses 

on primary and secondary offerings of shares and depositary 

receipts, as well as convertible bonds and equity warrants. This 

year, the capital markets team has been further strengthened by 

the return of partner Jason Humphreys after a secondment to the 

firm’s London office. 

Overall, the equity markets have been gradually improving in 

Japan. Allen & Overy’s practice has focused on the convertible 

market, more recently taking advantage of the growing market 

for privately placed convertibles. 

This year the firm provided counsel to KBC Financial 

Products in connection with numerous private placements of 

convertible bonds and common stock by Japanese issuers. It also 

advised Citigroup Global Markets, Credit Suisse First Boston, 

the Korea Development Bank and Lehman Brothers as joint-lead 

managers of a $60 million Rule 144A and Regulation S offering 

of notes by LG Electronics. 

Allen & Overy has also advised Norinchukin Bank in connection 

with certain aspects of its equity investments in France 

and Luxembourg, and advised Merrill Lynch Japan Securities as 

advisor, and Merrill Lynch International as initial purchaser, in 

connection with the proposed recapitalization of a private equity 

investment in a distressed Japanese corporate. 

On the debt side, meanwhile, the firm advised Nikko 

Citigroup on the establishment of an MTN programme for Shin 

Ginko, a domestic bank newly formed by the Tokyo metropolitan 

government. Merrill Lynch International, Nikko Citigroup, 

Mizuko and Deutsche Bank have all received advice from Allen 

& Overy in their capacity as arrangers in relation to the updating 

of more than 20 euro medium-term note (EMTN) programmes 

of Japanese companies. 


Hideki Ebata 


Hideki Ebata 

Yasutaka Nishikori 

Takeshi Yoneda 


Piyasena Perera 

2007 EDITION


523 


Clifford Chance is well regarded in the debt and equity field in 

Japan. The firm has an impressive client list which includes the 

likes of Merrill Lynch, Morgan Stanley, Lehman Brothers and 

UBS. The team has been kept busy over the past year by successfully 

landing roles on an increasing number of private debt and 

convertible bond issues by Japanese companies. 

Among the year’s debt highlights, the firm acted for Deutsche 

Bank on the establishment of a new EMTN programme by a 

large Japanese corporation, and advised arrangers such as Merrill 

Lynch, Morgan Stanley and Nikko Salomon Smith Barney in 

relation to numerous updates of EMTN programmes. 

In another standout deal, Clifford Chance acted for Deutsche 

Bank and Mizuho Corporate Bank in relation to the financing of 

the acquisition of Vodafone KK by Softbank, a leading Japanese 

telecoms and software content provider. The deal was structured 

as a tender offer, the Clifford Chance team being led by partner 

Tim Jeffares. 


Peter Kilner 


Despite the recent departures of associates Shigeru Kaneko and 

Takakazu Nagakura, Freshfields maintains a solid capital markets 

practice. Over the past year it has continued to serve an impressive 

list of clients, including Mizuho International, Deutsche 

Securities, Mitsui & Co, Lehman Brothers and Banque AIG. 

In terms of debt work, the firm represented Shinsei Bank on 

the 2005 update to its $5 billion MTN programme, advised 

Daiwa Securities SMBC Europe on the update to the Orix multiissuer 

MTN programme, and on SMBC Leasing’s $7 billion 

MTN programme update. The firm also represented Deutsche 

Bank as arranger of Japan Telecom’s issue of ¥32.5 billion subordinated 

guaranteed notes, guaranteed by Softbank. 

On the equity side, the firm advised Mitsui & Co in relation 

to ¥95 billion-worth of domestic and euro offerings of equity 

securities, and acted for Deutsche Securities on an issue of zero 

coupon convertible bonds by the Janome Sewing Machine Co. 

Lehman Brothers Japan also benefited from Freshfields’ expertise 

this year when it turned to the firm for guidance on the subscription 

for the mandatory convertible preferred shares of Keika 

Express, which amounted to ¥10 billion. 


Mark Keeler 

James Lawden 


Mark Keeler 

Naoki Kinomi 

James Lawden 


Shearman & Sterling’s Tokyo managing partner Masahisa Ikeda 

possesses great expertise in securities law, and it is unsurprising 

therefore that the practice focuses heavily on capital markets 

work. The department has been recently enhanced by the addition 

of Fujiko Amano and Robert Ferguson as associates. 

Shearman & Sterling’s clients include JR Central, the Toyota 

Motor Corporation, Daiwa, Mitsubishi UFJ Securities and 

Nomura Securities. 

This year the firm represented the Central Japan Railway 

Company as issuer and the Japanese government as selling shareholder 

in the former’s ¥477 billion initial offering of shares outside 

of Japan, involving a Rule 144A and Regulation S international 

offering of shares and a concurrent domestic public offering 

of shares listed on three Japanese stock exchanges. 

The firm also acted for Daiwa Securities and Mitsubishi UFJ 

Securities as joint global coordinators in relation to the $1.47 billion 

IPO by the Sumco Corporation and its selling shareholders, 

Sumitomo Metal Industries and the Mitsubishi Materials 

Corporation. This was the largest IPO by a Japanese corporation 

in 2005 at the time of the offering. 

Shearman & Sterling also advised Toyota throughout 2005 on 

all of its US SEC-related matters. 


Masahisa Ikeda 


The capital markets team at Latham & Watkins recently hired 

Kiyofumi Takata as an associate, further increasing the expertise 

of the department and growing its ability to handle work. 

The firm has recently been involved in a high-profile deal that 

was nominated for telecommunications deal of the year in Japan 

by Asian Legal Business. The firm advised Jupiter 

Telecommunications, Japan’s largest cable TV company, on the 

Rule 144A and Regulation S tranche of its initial public offering 

on the Jasdaq securities exchange, offered both to US and non- 

US investors. At ¥104.7 billion, the flotation was one of the 

largest offerings in the Japanese market in 2005. 



Michael Yoshii 


Morrison & Foerster has a strong and solid capital markets practice, 

whose clients include Nikko Citigroup, Daiwa Securities, 

Goldman Sachs (Japan) and Nomura Securities. The firm has 

recently been strengthened by the addition of Feng Li as an associate. 

In the past year, the firm advised Nikko Citigroup and 

Goldman Sachs in relation to the Jupiter Telecommunications 

IPO, and represented UBS as lead manager in the second global 

offering in 2005 by Japan Retail Fund, which was the first offering 

by a J-Reit to use the shelf registration of shares and an accelerated 

bookbuilding mechanism. The deal closed at $175 million 

in September 2005. 

Also this year, Morrison & Foerster represented Fujitsu in 

connection with the $529 million Nasdaq listing of Spansion, the 

flash memory joint venture between AMD and Fujitsu that the 

firm helped to form in the 1990s, and advised UBS Securities 

and Nomura Securities in Kenedix Realty Investment 

Corporation’s $390 million global offering. The offering included 

a registered offering of units in Japan and an unregistered 

offering of units to institutional investors outside of Japan, and 

closed in April 2006. 


Fuyuo Mitomi 

Saori Nakamura 

Stan Yukevich 

2007 EDITION

524 



Led by partner Tong Yu, the capital markets practice at Paul 

Weiss has benefited from the recent additions of John Hyung- 

Seok Yoon, Makote Nishigai and Jennifer Raisor. 

This year, the firm has been representing Mitsubishi UFJ 

Financial Group in a triple-currency hybrid Tier I capital offering. 

The offering consisted of $2.3 billion fixed/floating rate noncumulative 

preferred securities, €750 million fixed/floating rate 

non-cumulative preferred securities and ¥120 billion fixed/floating 

rate non-cumulative preferred securities, which raised 

approximately $4.2 billion for Mitsubishi. This landmark deal 

was the first offering by a Japanese issuer under the Securities 

Offering Reform rules, and closed in March 2006. 


Lisa Yano 

Kaye Yoshino 

Tong Yu 


David Sneider has been the head of Simpson Thacher & 

Bartlett’s Tokyo office since 1994, and has experience in a broad 

range of corporate and other finance transactions. He is the personality 

most mentioned by peers and clients, and is “extremely 

familiar with the local market,” having spent more than 15 years 

as a professional in Tokyo. 

The firm has been consistently involved in many of the largest 

capital markets transactions involving Japanese issuers, including 

acting as counsel to Shinsei Bank, Elpida Memory and Seiko 

Epson Corporation in their initial public offerings and as counsel 

to the underwriters in offerings by J-Power, Japan Tobacco 

and NTT DoCoMo. 

The firm has participated in several other large IPOs. For 

example, it advised the underwriters of the Japan National Oil 

Corporation when it decided to privatize its upstream oil and gas 

company, Inpex. 


David Sneider 


Alan Cannon 

David Sneider 

Capital markets – structured finance 


Tier 1 





Tier 2 




Linklaters 

Tier 3 

Allen & Overy 



Tier 4 

Jones Day 

Lovells 




White & Case 


Anderson Mori & Tomotsune maintains its good standing in the 

market by winning roles on a number of complex deals. Among 

these, the firm has overseen the global offering of the Nippon 

Life Insurance Company’s foundation funds, in which $450 million-worth 

of secured notes were offered outside Japan and a further 

¥100 billion ($858 million) notes were offered in Japan. 

The firm also advised Daiwa Securities SMBC as an arranger 

on the securitization of permanent subordinated loans to Shinkin 

Central Bank that amounted to ¥100 billion, and advised 

Morgan Stanley on a commercial mortgage-backed securitization 

backed by commercial real estate and leisure facilities, worth 

¥42.5 billion, purchased from insolvent companies. 

From among the team, Tatsu Katayama and Isao Shindo 

remain the best-known structured finance specialists, one peer 

noting their “deep knowledge” and “sound business heads”. 


Tatsu Katayama 

Isao Shindo 


Takashi Akahane 

Tetsuya Itoh 

Minoru Kobayashi 


Mori Hamada & Matsumoto is generally considered to be one 

the best choices when seeking “excellent service” and “top-quality 

advice” on structured finance matters in Japan, especially in 

relation to asset-backed securitization transactions, in which the 

firm specializes. 

The firm’s securitization team is spearheaded by Masanori 

Sato, who is well respected in the market. In the past, the firm has 

acted for Lone Star as sponsor in connection with the complex 

¥33 billion refinancing of asset-backed securities originating 

2007 EDITION


525 

from troubled consumer finance companies the AEL 

Corporation and Nice. 


Masanori Sato 


Masanori Sato 


A veritable pioneer in the Japanese capital markets, Nagashima 

Ohno & Tsunematsu has been involved in a number of innovative 

and landmark deals, as well as taking the lead in shaping the 

whole market. From the team, Satoshi Inoue and Ichiro Oya continue 

to attract plaudits from the market. 

The firm has been a leader in the development of new financial 

structures for the securitization of assets in Japan, and has 

acted in a number of pioneering cases in recent times. These have 

included the first public offering of asset-backed securities under 

the Asset Securitization Law, the first securitization of real estate 

under the Asset Securitization Law, the first securitization of 

housing loans in Japan and the first global offering of investigation 

units in a real estate investment trust. 

The firm recently advised Mizuho International as arranger of 

the first euro-denominated securitization to use a Japanese 

chukan hojin vehicle instead of the conventional Cayman special 

purpose company. 


Satoshi Inoue 

Ichiro Oya 


Satoshi Inoue 


Nishimura & Partners is a solid choice for securitization matters 

as it is often visible on large Japanese transactions. Of the firm’s 

structured finance experts, partner Masaru Ono stands out, and 

ranks among the best-regarded names in the market. 

In the past the firm has played key roles on the ¥33 billion assetbacked 

refinancing of consumer finance companies the AEL 

Corporation and the Nice Corporation, and on the $308 million aircraft 

asset-backed securitization conducted by Spain’s Iberia Airlines. 


Masaru Ono 


Yoshihiko Kawakami 

Toshihiro Maeda 

Masaru Ono 


Asahi Koma Law Offices has an excellent track record acting for 

all types of clients, including originators, arrangers, investors, and 

ratings agencies. In one standout deal of the past year, the firm 

advised Deutsche Securities in relation to the securitization of 

Pachinko Parlor Operations. This landmark deal was the first 

public securitization of Pachinko Parlor revenues, and the firstever 

example of a pure Japanese cash-flow whole-business securitization. 

The ¥70 billion deal closed in November 2005. 

In another real estate deal, Asahi Koma acted for Mizuho 

Corporate Bank as arranger when it used real estate management 

trusts to securitize the development and management of Aeon 

shopping centres. The project envisions a four-year term, during 

which time special purpose companies (SPCs) will be used to 

manage the funding, place orders with contractors for construction, 

and hold the ownership and other rights (land and building 

leases) through a beneficiary right to the trust that actually holds 

the various rights. At the end of the term, the SPC companies 

will be merged to simplify the funding control, and each project 

formerly covered by the separate SPC companies will be entrusted 

by the surviving SPC to separate trustees for each project. The 

deal was secured at ¥11.3 billion in March 2006. 

This year the firm also represented Tokyo Star Bank in the 

restructuring of existing debt for, and the renovation of, leisure 

hotel facilities, the new debt amounting to ¥6.6 billion. 


Hiroshi Niinomi 

Yutaka Sakai 

Fumico Soejima 


An excellent structured finance boutique firm, Atsumi & 

Partners’ 13 partners have considerable experience advising on 

structured finance and derivatives transactions. Managing partner 

Hiroo Atsumi is widely regarded as one of the foremost securitization 

practitioners in the country. 

Recently, the firm acted on Shinsei Bank’s Synergy Funding 

transaction, which involved a ¥35.1 billion collateralized debt 

obligation repackaging backed by a pool of Japanese commercial 

mortgaged-backed securities. 


Hiroo Atsumi 


Hiroo Atsumi 

Linklaters 

Linklaters tops the western firms operating in Japan’s securitization 

market, offering premier foreign and Japanese law advice. The 

practice has undergone significant changes in staff of late, with the 

relocation of Mark Brown to the firm’s London office. However, 

the practice has not suffered too much of a blow, mainly due to the 

recent addition of Paul Kruger, who joined the firm last year from 

Clifford Chance. Kruger is perhaps the best-known securitization 

lawyer in the region, having led several pioneering deals in the past. 

Recent deals include closing a large whole-business securitization 

for the Royal Bank of Scotland and advising a leading 

Japanese bank on a ¥1 trillion synthetic collateralized loan obligation. 

Linklaters has also established itself well in the local securitization 

market with the recent addition of Akihiro Wani, who 

joined the firm from now-disbanded Mitsui Yasuda Wani & 

Maeda. Wani is a highly respected lawyer in the market, particularly 

in the area of derivatives, where he has served as Japanese 

counsel to the International Swaps and Derivatives Association. 


David Deck 

Paul Kruger 

Akihiro Wani 


Paul Kruger 

Akihiro Wani 


Clifford Chance’s highly respected structured finance practice 

acts for clients such as Merrill Lynch, Morgan Stanley, BNP 

Paribas, Calyon, Royal Bank of Scotland and UBS, and the fact 

that it houses both Japanese and foreign lawyers means it is able 

to provide top-drawer local, English and US advice to clients 

doing business in Japan. Partner Peter Kilner is held in high 

regard by the market, while from the firm’s structured finance 

2007 EDITION

526 


bengoshi, Yasuhiro Akita and Eiichi Kanda continue to garner the 

most praise from peers and clients. 

The team is an especially good choice for clients seeking 

advice on a range of asset-backed transactions such as consumer 

loans and trade receivable securitizations of real estate assets. The 

firm also boasts extensive aircraft finance expertise, which it has 

used in the past to complete a $308 million asset-backed securitization 

for Spanish airline Iberia. The airline used the proceeds 

from an issue of enhanced secured aircraft notes to fund the purchase 

of 20 Airbus aircraft. 


Peter Kilner 


Peter Avery 

Peter Kilner 

Local key contact partners 

Yasuhiro Akita 

Eiichi Kanda 

Allen & Overy 

The structured finance and securitization department at Allen & 

Overy has had an excellent year in terms of volume and complexity 

of work. There is a considerable overlap with the team’s 

market-leading derivatives practice in Tokyo, which means that 

members of the team are able to tackle both the notes and derivatives 

elements of the most complex transactions. As the Japanese 

market becomes more consolidated, the lack of local law capacity 

might be something the firm needs to address – but for English 

and US law advice, the firm is a fantastic choice. 

Among other deals this year, the firm has worked for Daiwa 

Securities on a unique structured finance offering linked to the 

construction and operation of a greenhouse project in China, 

ultimately generating the future market for carbon credits. The 

firm also acted for Japanese bank, CDS, on a complex credit 

derivatives transaction under which the bank assumed a synthetic 

subordinated exposure referencing €8 billion-worth of loans 

backed by German mortgage assets. 

Also in the past year Allen & Overy has worked on over 100 

repackaging and credit-linked transactions for a raft of leading 

domestic and international financial institution clients such as 

Deutsche Bank, Bear Stearns and Daiwa Securities. Paul Cluley 

remains at the helm as the firm’s leading light in the structured 

finance practice. 


Paul Cluley 


Paul Cluley 


Law Office 

The Japanese law securitization department at Baker & 

McKenzie is solid, and attracts frequent work from an impressive 

range of clients such as Primus Financial Services, the Bank of 

Yokohama and the Aozara Trust Bank. 

Partner Fusako Otsuka spearheaded the firm’s advice in relation 

to a ¥42 billion auto loan receivables securitization, which 

adopted a tokutei mokuteki kaisha structure to issue several classes 

of euro-yen notes. 


Fusako Otsuka 

Hitsohi Sumiya 


Freshfields Bruckhaus Deringer’s securitization practice is run by 

Mark Keeler and James Lawden, who are both held in high regard 

by the market. The firm’s clients include Goldman Sachs, Mizuho 

Securities, the Norinchukin Trust & Banking Co, General Electric 

International and Daiwa Securities. 

In the past 12 months the firm advised Mizuho International as 

lead manager, and the Bank of New York as trustee, in relation to 

the securitization of a portfolio of auto loan receivables originated 

by the Orient Corporation. The issued notes, worth €152 million, 

were triple A-rated by both Standard & Poor’s and Moody’s, and 

listed on the regulated market in Luxembourg. In March 2006 the 

firm continued its good work by acting for Lehman Brothers as 

arranger and Shinsei Trust & Banking as trustee, on the securitization 

of ¥120 billion-worth of corporate loan receivables originated 

by SFCG. 

Among the year’s other noteworthy deals, the firm advised 

Norinchukin Trust & Banking as trustee on the securitization of 

loan receivables originated by Softbank Finance-owned Equal 

Credit, acted on a securitization of hotels in Japan using the trust 

structure, and guided Daiwa Securities SMBC Principal 

Investments through a series of real estate securitizations in Japan. 


Mark Keeler 


Mark Keeler 

James Lawden 

Masayuki Okamoto 

Other notable firms 

Lovells’ reputation in the Japanese securitization market is due in 

no small measure to Tokyo managing partner Tim Lester, whose 

expertise in structured credit derivatives and repackagings continues 

to attract praise from peers and clients alike. Lester and his team 

focus on developing innovative structures for arrangers to manage 

credit and other financial risks. 

O’Melveny & Myers boasts a respectable Japanese law securitization 

department that serves bank clients such as Deutsche 

Securities, Lehman Brothers Japan, Shinsei Bank and Goldman 

Sachs (Japan). The practice was boosted this year by the hire of partner 

Naosuke Fujita, who moved over from Taiyo Law Office along 

with three associates in September 2005. In the past 12 months the 

firm advised Deutsche Bank on a senior secured credit facility granted 

in connection with the restructuring of Pacific Crossing, oversaw 

an acquisition loan financing for Japan Hotel & Resorts J-Reit in 

connection with its initial public offering, and acted for Shinsei 

Bank on several senior credit facilities. 

Paul Hastings Janofsky & Walker’s securitization expert on the 

US side is Kaoru Umino; Umino spearheads a practice that has 

received a significant boost of late due to its full integration of local 

firm Taiyo Law Office. Taiyo’s key securitization figure, Norifusa 

Hashimoto, has a wealth of experience in Japan’s structured finance 

market, in one recent notable deal providing Japanese legal advice 

to Nikko Citigroup and the Korea Development Bank as arrangers 

of Korean Air’s ¥20 billion cross-border securitization of its future 

Japanese yen-denominated cargo receivables. The firm also helped 

Nomura Securities arrange the first Japanese securitization of special 

event facilities. The ¥10 billion deal ushered in a new asset class for 

Japan that included wedding halls and funeral parlours. 

2007 EDITION


527 

Mergers and acquisitions 


Tier 1 


Linklaters 





Tier 2 



Jones Day 



Tier 3 

Allen & Overy 





White & Case 

Tier 4 


Ashurst 


TMI Associates 

Tier 5 

Lovells 





Market leader Anderson Mori & Tomotsune plays host to a large 

number of skilled lawyers, whose reputation among peers and 

clients is “outstanding”. The strength of the firm means that it is 

well-placed to handle deals at the highest level. Recently, for 

example, the firm represented the IB Daiwam Corporation on its 

£118.7 million ($224.5 million) acquisition of Lodore 

Resources, which closed in December 2005. 

Anderson Mori served as counsel to eAccess in establishing an 

anti-takeover scheme using stock options issued to a special purpose 

company and then entrusted to a trust account for the benefit 

of all other shareholders. And in a deal that involved international 

heavyweights Clifford Chance and Ashurst, Anderson 

Mori & Tomotsune advised Sosei on its acquisition of Arakis. 

The firm also represented the Taito Corporation, a leading 

producer of amusement facilities and software in Japan, in connection 

with the acquisition by Square Enix of Taito shares by 

way of a tender offer, which resulted in Square Enix acquiring a 

93.7% stake in Taito. 

The firm also picks up its fair share of work in the field of 

large-scale corporate restructurings. Over the past year, for example, 

the firm has advised JP Morgan Securities in the restructuring 

of Mitsubishi Motors, and represented Marukawa in civil 

rehabilitation proceedings involving ¥10 billion-worth of debt. 


Osamu Kirakawa 

Kenichi Masuda 


Hiroki Kodate 

Kenichi Masuda 

Takeshi Watanabe 

Linklaters 

Linklaters’ corporate department, led by Casper Lawson, is undeniably 

a market leader for M&A work in Japan. Lawson himself 

is widely regarded as a superior M&A lawyer, “one of the best in 

Tokyo,” according to one peer. 

In 2006, Linklaters advised Vodafone on both the M&A and 

vendor finance aspects of its ¥1.8 trillion ($15.7 billion) sale of 

its Japanese subsidiary, Vodafone KK, to Softbank. The deal, 

which was both the biggest leveraged buyout in Japan and Asia 

and the biggest tender offer in Japan, gave Softbank a 97.68% 

stake in Vodafone KK, as well as a ready-made network and subscriber 

base. 

Also this year, Linklaters acted for Japanese joint venture company 

JMD Greenhouse-Gas Reduction on one of the first Kyoto 

Protocol clean development mechanism projects entered into in 

the PRC, the first such project in the PRC sponsored by a 

Japanese company. The deal marked one of the largest Kyoto 

Protocol projects entered into in the world to date. 


Casper Lawson 


Hideo Horikoshi 

Casper Lawson 


Mori Hamada & Matsumoto is widely regarded as a top-tier firm 

for M&A work, and boasts a vast amount of deal experience in 

this area. The firm’s involvement in one of the most important 

acquisition deals in Japan is evidence of this. As the first step 

towards the integration of the Mitsubishi Tokyo Financial Group 

and UFJ Holdings, the firm acted for Mitsubishi Toyko when it 

made a ¥700 billion capital injection into UFJ Bank. Mitsubishi 

Tokyo and UFJ Holdings aim to become one of the top five global 

financial institutions in terms of market value by the end of 

2008 as a result of the integration. 

This was one of the most highly publicized transactions in 

Japan, both because of its size and because of the fact that it was 

contested and developed into a bidding war, which is highly 

unusual in Japan, particularly among large and well-established 

financial institutions. 


Satoshi Kawai 

Satoko Kuwabara 


Satoshi Kawai 

Satoko Kuwabara 


Morrison & Foerster’s corporate practice, led by managing partner 

Ken Siegel, is certainly worthy of high-tier ranking on the 

strength of numerous recommendations from the market, a 

strong showing on some of Japan’s top deals, and a perennially 

impressive client list that includes Morgan Stanley Japan, 

Goldman Sachs (Japan), JP Morgan (Asia), the TDK 

Corporation and Fujitsu. 

2007 EDITION

528 


This year the firm advised Softbank in relation to Yahoo!’s 

cash investment in the company’s China affiliations, Alibaba.com 

and Tao Bao, which amounted to $1 billion. The firm also 

advised on Access’ $324.3 million cash merger acquisition with 

Palmsource, advised on Fujiswara Pharmaceutical’s merger with 

Yamanouchi Pharmaceuticals and guided Rakuten through its 

purchase of Linkshare. 


Ken Siegel 

Stan Yukevich 


Nagashima Ohno & Tsunematsu is one of the largest law firms in 

Japan, with experts in every commercial legal field. The firm’s corporate 

and M&A practice is one of its foremost areas of expertise. 

Nagashima Ohno & Tsunematsu has vast experience and specialist 

knowledge of the most advanced and sophisticated corporate M&A 

cases over a diverse range of business and legal fields, including those 

in highly regulated and heavily licensed areas, those arising in the 

context of bankruptcy or other insolvency proceedings, those resulting 

from tender offers targeted at listed companies, and those based 

on share exchanges, stock transfers and spin-offs. 

Recent work includes advising Kanebo on the transfer of its 

worldwide cosmetic business to a special vehicle as part of its ongoing 

corporate revitalization efforts, and acting on a number of share 

acquisitions for GE Capital in real estate and leasing businesses. 


Kenichi Fujinawa 

Hisashi Hara 


Kenichi Fujinawa 


Nishimura & Partners has benefited from the recent recruitment 

of Norimitsu Yamamoto. The firm remains highly respected 

across a number of practice areas, including M&A. 

Recent standout work in the financial sector includes advice 

on the integration of the Mitsubishi-Tokyo Financial Group and 

UFJ Holdings. In the retailing and restaurant industry sector, 

meanwhile, the firm has also assisted in the formation of a joint 

holding company by Ito-Yokado Seven-Eleven Japan and 

Denny’s Japan. 

Nishimura & Partners also advised on the acquisition of Kanebo 

and Kanebo Cosmetics by Koa and three Japanese funds from the 

Japanese government-owned Industrial Revitalisation Corporation 

of Japan, while the firm also took advantage of increased work in the 

active pharmaceutical sector by landing a role advising on the integration 

of Sankyo and Daiichi Pharmaceutical. 


Masakazu Iwakura 

Koichi Kusano 

Satoshi Ogishi 


Clifford Chance has been involved in many of the most highprofile 

private equity deals in the region in the past 12 months, 

including a number of leveraged buyouts, later-stage expansion 

capital investments and refinancings in Asia. Awarded Asian 

M&A team of the year by IFLR magazine, the firm offers a comprehensive 

range of senior and subordinated debt and securities 

services in connection with leveraged acquisitions. 

Recent highlights include the firm’s representation of 

Ripplewood Holdings Japan International on the $55 million 

sale by one of Ripplewood’s Portfolio companies, Columbia 

Music Entertainment, of its Japanese subsidiary, Columbia 

Digital Media. The firm also represented CVC on a bid to 

acquire Kanebo, the Japanese international toiletries, pharmaceuticals 

and foods manufacturer. 

Elsewhere, Clifford Chance represented Asia Music Holdings 

on the sale of its shares in Tower Records Japan KK to NTT 

DoCoMo, advised loyal client Deutsche Bank in its capacity as 

financial adviser to the Softbank Corporation, the listed Japanese 

technology conglomerate, on the proposed acquisition of 

Vodafone KK, the Japanese telecoms operator, from the 

Vodafone Group for £8.69 billion, and advised Deutsche Bank 

and Mizuho Securities on a finance package in connection with 

the acquisition. 


Bryan Dunn 


Freshfields Bruckhaus Deringer’s Japanese arm has a wide and 

varied practice with a stellar list of clients including Goldman 

Sachs, Arysta LifeScience Corporation, Tesco Stores, Daiwa 

Securities and Fast Retailing. This year Timothy Wilkins relocated 

to the firm’s New York office but to compensate, the firm 

recently gained Yayoi Shionoiri, Damien Moynagh and Mayuko 

Obuchi as associates. 

Among the year’s highlights, Freshfields represented Goldman 

Sachs on its acquisition of shares in Sanyo Electric for $1.07 billion, 

and acted for the banks on the equity financing of eMobile, 

a subsidiary of eAccess, that amounted to ¥40.1 billion. 

The firm also advised the banks on Nippon Sheet Glass’ 

acquisition of major British glass maker Pilkington for ¥358 billion, 

and in January 2006, represented one of the consortium 

bidders for Kanebo. 


James Lawden 

Nobuo Nakata 

Julian Pritchard 

Jones Day 

Jones Day recently hired Stephen DeCosse as a partner into the 

firm’s M&A department, luring him away from Morrison & 

Foerster’s Tokyo office. The team comes in for plenty of praise 

from peers and clients alike. 

In one standout mandate of the past year, Jones Day has 

recently been involved in the $2.2 billion merger of Sumitomo 

Pharmaceuticals with Dainippon Pharmaceutical. The firm 

advised Sumitomo Chemical and Sumitomo Pharmaceuticals on 

the merger, which will be effected by means of a stock swap, as a 

result of which the new merged entity will be one of Japan’s 10 

largest pharmaceutical companies, with an expected market capitalization 

of $4 billion and expected 2007 annual sales in excess 

of $2.5 billion. 

Before this, Jones Day advised Honda Motor Co in the formation 

of BARH, a joint venture with British American Tobacco 

(BAT), the subsequent acquisition of BAT’s interest in BARH, 

2007 EDITION


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and the acquisition by BARH of BAR Grand Prix, the Formula 

One racing company. 


Nobutoshi Yamanouchi 


Skadden Arps Slate Meagher & Flom has had a presence in Japan 

since 1987, and since then has built a strong and solid reputation 

for working on complex and high-profile deals. 

Recent work undertaken by the firm includes advising the 

Tokyo Corporation in relation to its $215 million acquisition of 

Tokyo Department Store, which involved a tender offer for 

shares and a share exchange, and acting on the Sammy 

Corporation’s $1.1 billion acquisition of Sega to create the largest 

computer entertainment company in Japan. 

Private equity house Colony Capital is a regular client of the 

firm, and over the past year has called on it to advise on, among 

other deals, the $925 million sale of Saltend Energy Centre to a 

partnership between International Power and Mitsui & Co, and 

the transfer of a business in Japan from Colony Capital Asia 

Pacfic (Singapore) to Colony Capital Asia (Hong Kong). 

Among the year’s other highlights, Skadden acted for the 

financial advisers to Japanese companies Ezer and Techno Groove 

on their $400 million acquisition of a 52% stake in South 

Korean online gaming developer Gravity, and acted for Goldman 

Sachs as financial adviser to the Taito Corporation in relation to 

its $610 million acquisition by Square Enix. 

Key contact lawyers 

Nobuhisa Ishizuka 

Kenju Watanabe 


Sullivan & Cromwell’s M&A practice, led by the accomplished 

duo of Izumi Akai and John Young, is widely regarded as “excellent”. 

This year, the firm has represented Goldman Sachs, Daiwa 

Securities, and Sumitomo Mitsui Banking Corporations in relation 

to a $2.6 billion investment in Sanyo Electric. 

Elsewhere, the firm advised the Inpex Corporation in relation 

to its combination with Teikoko Oil, under which Inpex 

acquired the remaining 99.98% stake in Teikoko that it did not 

already own to form a holding company in a stock swap transaction 

worth $3 billion. Sullivan & Cromwell also served as counsel 

to Toyota Tsusho in relation to its acquisition of the Tomen 

Corporation, and in March 2006 guided Trinity Investment 

through its $30 million acquisition of Kanebo. 


Izumi Akai 


Izumi Akai 

John Young Jr 

Allen & Overy 

Allen & Overy’s M&A practice in Tokyo has been recently 

strengthened by the arrival of Andrew Marriott, who moved over 

from an associate position at Baker & McKenzie. 

The department, led by Cees Vellekoop, has had a busy year. 

Among the highlights, the firm advised Nippon Sheet Glass on 

its recommended cash acquisition of Pilkington, valuing 

Pilkington’s issued share capital at £2.2 billion, and represented 

IMI in connection with its acquisition of the control value business 

of Asea Brown Boveri in Japan. 

Also this year, the practice represented Cable and Wireless in 

connection with the sale of its Japanese subsidiary, Cable and 

Wireless IDC to the Softbank Corporation, and advised 

Norinchukin Bank on the financing scheme for the acquisition of 

54 hotels in western Europe using Goldman Sachs’ Whitehall 

acquisition vehicle. 

With the consolidation of the Japanese legal market, it will be 

very interesting to chart Allen & Overy’s progress in the rankings, 

in terms of its ability to provide both local and foreign law advice. 


Cees Vellekoop 


Law Office 

Baker & McKenzie’s Tokyo office consists of partners who possess 

extensive M&A expertise. In particular, head of corporate 

Hiroshi Kondo has a wealth of experience acting on cross-border 

deals. 

Recent work undertaken by the firm includes a considerable 

amount of private equity work, including acting for Jafco in relation 

to the ¥7.35 billion exit of its equity interest in R no Kaigo 

to Watami Food, and representing SBC on a ¥1.4 billion partial 

acquisition of subsidiary Densan by IDA Funds. 


Akimoto Kawamura 

Hiroshi Kondo 


Latham & Watkins’ M&A department has been strengthened by 

the recent additions of Robert Melson, who joined the firm as ofcounsel 

from White & Case, and associate Kiyofumi Takata. 

The firm has had a successful 12 months, advising Monster 

Worldwide (formerly known as Monster.com, a leading global 

online careers and recruitment resource) on its $100 million 

acquisition of all outstanding shares of JobKorea, the premier 

online recruitment website in South Korea, serving more than 

three million registered users. The firm has also represented 

Coach in its acquisition of shares in Coach Japan from the 

Sumitomo Corporation. 

Also this year, Latham & Watkins represented Jupiter 

Telecommunications in relation to its acquisition of certain 

shares of Chofu Cable from Liberty Media International and the 

Sumitomo Corporation, and certain shares of Chofu Cable and 

Tu-Ka Cellular Tokyo and Tu-Ka Cellular Tokai from a major US 

software company. The firm also advised ValueCommerce, a 

Japanese Internet advertising company, in its sale of 49% of its 

common stock to Yahoo! Japan for ¥10.9 billion through a tender 

offer bid. 



Takashi Matsumoto 

Michael Yoshii 

2007 EDITION

530 



O’Melveny & Myers’ M&A department took on a number of 

new staff this year, making its intentions in Japan clear. The firm 

recruited Yukihiro Terazawa, Yoji Maeda and Naosuke Fujita as 

partners from Taiyo Law Offices in September 2005, and Greg 

Puff also joined the office as a partner, moving over from the 

firm’s New York office. Meanwhile, Mariko Obana, Kyoko 

Tanaka, Yoshinobu Mizutani, Mangyo Kinoshita, Makiko 

Kawamura, Ryota Sekine and Tiffany Hill have all been hired 

from various firms as associates. 

The firm has had a busy year, representing eAccess when it 

raised ¥350 billion-worth of capital, including three rounds of 

private equity financing. The firm also represented Oji Paper in 

relation to the acquisition of Ilford Imaging Switzerland, a leading 

manufacturer of digital photo paper, and acted for Access 

China in its global joint venture for music and digital content 

related software for cellular phones and other handheld devices. 

Among the year’s other highlights, the firm advised Takara Bio 

on its acquisition of Clontech Laboratories, and guided Asia 

Pacific Land through Miyakojima Sunayama Resort’s corporate 

reorganization. 


Naosuke Fujita 

Greg Puff 

Gary Smith 


Paul Hastings Janofsky & Walker was one of the first western law 

firms to establish a Tokyo office, in 1988. Since the last edition 

of the IFLR1000, Taiyo Law Office has been fully integrated into 

the firm, adding to its strength and expertise. 

Among the year’s deal highlights, the firm represented the 

Chuo Mitsui Trust and Banking Company in a management 

buyout tender offer financing of around ¥7 billion to the Otsuki 

Strategic Investment Company. 


Kaoruhiko Suzuki 

White & Case 

White & Case’s Japanese M&A operation consists of nine partners, 

including the widely respected M&A practitioner Robert 

Grondine. The M&A practice has a well-developed client base 

that includes large companies such as Abeam Consulting, Agfa- 

Gavaert Japan, General Motors, JR Central, Mitsubishi Motors, 

NTT East, Sony and Sumitomo Chemical. 

The upsurge in private equity and hedge fund investment 

activity in Japan has continued to generate new instructions for 

the firm, and recent mandates prove that the firm remains a top 

choice for clients seeking advice on setting up large investment 

funds to invest in Japanese non-performing loans and real estate 

assets. 


Robert Grondine 


Robert Grondine 


Asahi Koma’s corporate department is well resourced and comprises 

a China practice group of foreign legal consultants. The 

firm has been recently strengthened this year by the addition of 

Shinichiro Abe, who joined the firm from Bingham McCutchen 

Murase in March this year. 

Highlights this year include the firm landing a role assisting in 

the filing for a civil rehabilitation proceeding of a construction 

company listed on the Tokyo stock exchange. Asahi Koma also 

acted as legal adviser to a publicly traded company in connection 

with a private arrangement relating to ¥30 billion-worth of company 

debt. 


Yuji Onuki 

Rika Sato 

Gaku Suzuki 


The M&A department at Orrick has undergone something of a 

staff reshuffle over the past year, but peers do not think this will 

affect its visibility in the market. And certainly the firm seems to 

have notched up another successful year. 

The firm advised Deutsche Bank in a $450 million joint venture 

with Korean National Pension Corporation for investment 

in Korean real estate, and advised Nippon Soda, a global manufacturer 

and distributor of agricultural chemicals, on the negotiation 

and preparation of licence, distribution and settlement 

agreements in connection with the divestiture by Bayer 

CropScience of its Acetamiprid pesticide business. 

In another notable deal, the firm represented Ajinomoto, a 

global manufacturer and distributor of food, drinks and seasonings 

with annual sales of more than $10 billion, in connection 

with the negotiation and preparation of complex research, development, 

commercialization and licence agreements with 

Senomyx, a developer of new flavour ingredients. 


W Eugene Chang 

L Mark Weeks 

Lovells 

Lovells’ M&A department has had a busy year advising the 

Softbank Corporation, and its wholly owned subsidiary BB 

Mobile, on the acquisition of the Vodafone group’s Japanese subsidiary 

Vodafone KK, with a value of around $15 billion. The 

nature and scale of the transaction drew on all practice areas of 

the firm’s Tokyo office, including the corporate practice, the 

finance practice, the IP practice and the commercial practice. 

In a further instruction from Softbank, Lovells advised it in 

relation to its acquisition of a 23% stake in UK online betting 

exchange, Betfair. At the time of writing, the firm was working 

alongside the London office to advise on the Japanese elements of 

the Kao Corporation’s acquisition of the Molton Brown group. 


Tim Lester 


Paul Weiss Rifikind Wharton & Garrison has a small but well 

regarded M&A practice that boasts an impressive list of clients 

including Citigroup, NEC, NTT, Mitsubishi Corporation, News 

Corporation and Ralph Lauren Polo. 

This year the firm advised on the sale by its client, the 

Sumitomo Corporation, of its 50% interest in Coach Japan to 

2007 EDITION


531 

Coach for a purchase price of $300 million. It also represented 

the Mitsubishi Tokyo Financial Group on its merger with UFJ 

Holdings to create the Mitsubishi UFJ Financial Group; this 

$42.7 billion merger of the second- and fourth-largest Japanese 

financial institutions created the largest bank in the world as 

measured by assets. 

Also this year, Paul Weiss advised Pan Pacific Copper, a 

Japanese operating copper company, in a $137-million cash tender 

offer for Regalito Copper Corp, a British Columbian copper 

maker, and represented Link Theory Holdings, the owner of the 

Theory contemporary clothing brand, in relation to its acquisition 

of the Helmut Lang trademarks and certain related worldwide 

intellectual property rights and business archives from the 

Prada Group. 

At the time of writing the firm was advising KPS Special 

Situations Fund II in the sale of all of the outstanding stock of 

Ashcroft Holdings, a manufacturer of gauges, thermometers, 

switches, transducers, transmitters, calibration equipment and 

isolators for pressure and temperature measurement, to Japan’s 

Nagano Keiki. 


Lisa Yano 

Kaye Yoshino 

Tong Yu 


Shearman & Sterling has developed a good reputation for providing 

solid advice on M&A and private equity matters, and continued 

to be visible on several high-profile transactions this year. 

The firm advised Merrill Lynch International twice over the past 

year – first, in its capacity as financial adviser to UFJ Holdings in 

relation to its $42.7 billion merger with the Mitsubishi Tokyo 

Financial Group, and secondly, when the bank acted as financial 

advisor to Daiichi Pharmaceutical in relation to its merger with 

Sankyo under a newly established holding company. 

Another M&A highlight saw Shearman & Sterling advise 

Seven-Eleven Japan, the parent company to 7-Eleven, the world’s 

largest chain of convenience stores, on its tender offer for the outstanding 

publicly held shares of 7-Eleven. The deal closed at $1.2 

billion in November 2005. 

On the private equity side, meanwhile, the firm represented 

the Longreach Group in its acquisition of McDonald’s Japan, and 

advised in the company’s formation of its first private equity 

fund, raising a total of $750 million. Also this year, the firm 

advised Nippon Mirai Capital in the formation of its first private 

equity and revitalization fund, raising $350 million. 


Masahisa Ikeda 

Ken Lebrun 


Simpson Thacher & Bartlett is renowned for advising on highvalue 

and complex M&A deals. Widely respected David Sneider 

and Alan Cannon worked on two high-profile deals this year, 

advising UFJ on its planned merger with the Mitsubishi Tokyo 

Financial Group and acting for Daiichi Pharmaceutical and 

Sankyo in relation to a proposed merger that would create Japan’s 

second-largest pharmaceuticals business. 


Alan Cannon 

David Sneider 

Project finance 


Tier 1 




White & Case 


Alan Cannon 

David Sneider 

Tier 2 

Allen & Overy 




Tier 3 

Ashurst 


Herbert Smith 

Milbank Tweed Hadley & McCloy 




Clifford Chance has close to 50 Japanese and foreign legal professionals, 

about half of whom are bengoshi, allowing the firm to 

provide local and foreign law advice on a full range of project 

financings to major Japanese and international clients in headline 

deals across the region. 

The firm has had another successful year in terms of project 

finance. Its impressive and wide-varying client list includes the 

likes of the Bank of Tokyo-Mitsubishi, the Itochu Corporation, 

the Japan Bank for International Cooperation (JBIC), LNG 

Japan, Mizuho, the Sumitomo Mitsui Banking Corporation, 

Mitsubishi, Sojitz (formerly Nissho Iwai) and UFJ Bank. 

The firm has been present on a number of high-profile projects 

recently, especially in connection with south and south-east 

Asian projects. Recent examples have included the firm’s role 

advising the JBIC on the financing of Mitsui’s investment in a 

Pertamina-led project in Indonesia, acting for an Australian 

developer in connection with the financing of an oil and gas project 

in East Timor, and representing a Japanese lender in relation 

to the restructuring of a power project in Pakistan. 


Peter Avery 


Peter Avery 

2007 EDITION

532 



With rich experience in banking and finance matters, Nagashima 

Ohno & Tsunematsu is well equipped to advise on all types of 

project finance deals, and a number of the firm’s partner – most 

notably Takao Higuchi – specialize in providing top-drawer 

advice on projects. 

A major energy deal that the firm recently worked on was 

Saudi Aramco’s first Japanese investment in the refining industry 

through its acquisition of an interest in Showas Shell Seikyu from 

Royal Dutch/Shell. 


Takao Higuchi 


Takao Higuchi 


Recent recruit Hiroshi Maeda is regarded as a market leader in 

private finance initiative projects after leading Nishimura & 

Partners’ advice on an impressive list of deals, including government 

projects at the national and municipal level. The firm’s 

clients include the Kajima Corporation, the Obayashi 

Corporation and the Bank of Tokyo-Mitsubishi. 

This year, the firm has been involved in a landmark management 

buyout financing, in which the firm, led by partner 

Masahiro Ueno, represented Sumitomo Mitsui Banking 

Corporation and a syndicate of banks that provided a loan worth 

around ¥176 billion in connection with the management buyout 

of World Co by way of a takeover bid. As a result of the takeover 

bid and the subsequent stock-for-cash exchange, World became 

wholly owned by its management, and was delisted from the 

Tokyo Stock Exchange. This deal was the largest management 

buyout in Japan, despite no investment fund participating in the 

buyout. 


Hiroshi Maeda 

White & Case 

White & Case has a highly successful Tokyo project finance practice 

that can provide foreign and local law advice on projects. 

This year, the firm advised a major Japanese trading company in 

its participation in an LNG project expansion, LNG sale and 

purchase agreement and LNG tanker charterparty, worth around 

$3 billion. White & Case also acted for the sponsors, Tokyo 

Electric Power, the Mitsubishi Corporation and Nippon Yusen 

Kaisha, on projects to construct, own and operate five LNG 

tankers. 

Most of White & Case’s notable deals were ongoing at the 

time of writing. For example, the firm is acting as counsel to the 

export credit agencies, the multilateral lenders and the commercial 

bank lenders on the $20 billion project financing of the 

Sakhalin II (Phase 2) LNG project in Russia, unique not only 

because of its size but also because of the integrated nature of the 

financing, which will extend to significant upstream, midstream 

and downstream components in both the oil and LNG sectors. 

The firm is also serving as finance counsel to BP Berau and 

the other sponsors in connection with the $2.6 billion financing 

of the Tangguh LNG project in Indonesia, operated by BP, and 

Also this year, White & Case has been providing ongoing advice 

to a Japanese sponsor in connection with its interest in two major 

independent water and power projects in the Middle East, and 

has been advising Japanese LNG purchasers in relation to the 

proposed purchase of LNG from, and potential partnering in, 

four planned greenfield LNG projects in Australia. 

The firm has advised Japanese and other LNG buyers on 

numerous LNG offtake agreements this year, including an innovative 

joint-venture between Tokyo Electric and the Mitsubishi 

Corporation to purchase LNG from Oman for delivery in Japan 

and the US. 


Toshio Dokei 

Henrik Gordenker 


Henrik Gordenker 

Allen & Overy 

Allen & Overy has had a presence in Tokyo since 1988, and since 

that time the firm has developed into one of the best choices for 

English and US law advice on projects with a Japanese element. 

Although the firm does not offer in-house Japanese legal advice, 

the Tokyo office maintains strong working relationships with a 

number of leading Japanese law firms. 

Aled Davies is one of the few Tokyo project finance experts to 

have long-standing experience advising Japanese clients. The firm 

counts the Japan Bank for International Cooperation (JBIC) as a 

regular client, but has also developed relationships with numerous 

Japanese and foreign financial institutions and trading companies, 

such as Mitsui. 

In one landmark financing, Allen & Overy advised JBIC and 

the lenders on a $3 billion financing in connection with the 

Taweelah B IWPP project in Abu Dhabi. At the time of its completion, 

this transaction, the first JBIC financing of a large-scale 

power project, marked the largest-ever IWPP financing. 

Recently, the team was able to provide innovative legal advice 

to the Asian Development Bank on the provision of a partial-risk 

guarantee of project bonds issued by the project company connection 

with the Petronet LNG import terminal in India. 


Aled Davies 


Aled Davies 


Anderson Mori & Tomotsune has a solid project finance practice 

with a client base that includes local and international entities 

such as the Development Bank of Japan, Marukawa Co and JP 

Morgan Securities. 

In the past year, the firm has advised the Ministry of Justice of 

Japan on the Mine Social Rehabilitation Centre PFI Project, a 

¥50 billion project notable for being Japan’s first prison PFI project. 

Following on from this, the firm also advised the Ministry 

of Justice on the Asahi Social Rehabilitation Centre PFI project, 

the country’s second prison PFI project. 

Among other recent deals, Anderson Mori represented the 

Obayashi Corporation on a PFI project for the Office of the 

Members of the House of Representatives, and advised the 

Ministry of Foreign Affairs of Japan on a project relating to the 

Japanese Embassy in Cairo, which marked the government’s first 

PFI project conducted overseas and was worth ¥4.4 billion. 


Takashi Akahane 

Kazuaki Nagai 

Reiji Takahashi 

2007 EDITION


533 


Law Office 

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Law Office’s project 

finance team is experienced in the negotiation and preparation 

of loan, security and intercreditor documentation and associated 

legal opinions. 

The group’s recent work includes acting for the lenders in the 

financing of a petrochemical plant in Thailand and an aluminum 

project in Australia. The firm also represented the Japanese 

investor and limited-recourse lender in relation to the refinery of 

an open-cut coal mining project in Australia, and advised a 

Japanese sponsor in various power projects in Thailand. 

Other examples of PFI projects include a waste incinerator, an 

art gallery, a public swimming pool, a wind power generator and 

an aquarium. The group has also advised a number of city councils, 

and local and national government organizations on PFI 

options, bids and guidelines for various projects. 


Naoaki Eguchi 


Latham & Watkins has been conscientiously building its reputation 

for projects advice over the past year, and as a result is receiving 

more widespread market respect, as well as gaining roles on 

Japanese-driven projects around the region. The firm’s credentials 

were further boosted recently by the addition of Robert Melson, 

who moved over from White & Case as counsel. 

This year, Latham & Watkins’ standout instruction came 

undoubtedly in the shape of its role advising J-Power and the 

Sumitomo Corporation as sponsors in connection with the 

acquisition and acquisition financing of the CBK power project 

in the Philippines. This landmark deal won Euromoney Project 

Finance Magazine’s Asia acquisition financing deal of the year 

2005 and Asian Counsel’s deal of the year, as well as being nominated 

by IFLR as project finance deal of the year. 

The firm also represented the Indonesian State Oil and Gas 

Company (Pertamina) on two matters – first, the financing and 

development of gas field facilities to exploit and process reserves 

in south Sumatra, Indonesia, and secondly, the structuring of the 

oil sales agreement between Pertamina and the Mitsubishi 

Corporation, the proceeds of which supported the financing. 

Latham & Watkins also acted for BNP Paribas, Industrial 

Bank of Korea and Eksport Kredit Fonden (EKF), the Danish 

government’s export credit agency, in connection with the financing 

of the Gangwon wind power project, a 100MW wind power 

project in Korea being developed by Unison, Marubeni and 

Eurus Power. 


Hisao Hirose 

Joseph Kim 

Ashurst 

Ashurst’s Tokyo office is heavily focused on project finance, largely 

because of the backgrounds of Tokyo managing partner John 

McLenahan and Rupert Burrows, who both have extensive experience 

advising on infrastructure, transport and energy projects. 

The firm has recently been joined by associates Howard Manning 

and Sharon Wilson. 

This year, Ashurst has advised the Japan Bank for 

International Cooperation on the Kaeng Khoi II IPP. The firm 

has also represented the Mitsubishi Corporation and Modec on 

the Brazilian Inc Espadarte II (RJS-409) FPSO and the Inc PRA- 

1 FSO projects. 


Matthew Bubb 

Rupert Burrows 

John McClenahan 

Herbert Smith 

Herbert Smith’s Tokyo office is strong in the energy sector and 

has established good relationships with clients such as 

Mitsubishi, Sumitomo, Daicel, Kyushu Electric, Mitsui and 

Marubeni. The projects team has extensive experience in advising 

clients in connection with international investments and is well 

placed to advise on all aspects of project and project finance 

work. 

The office has recently advised on substantial energy and 

infrastructure projects being undertaken by multinational corporations, 

Japanese trading companies and government bodies. The 

team has been instructed by the Japan Oil Gas Metals National 

Corporation to advise on a number of potential projects in the 

region. 


David Clinch 

Milbank Tweed Hadley & McCloy 

Led by Gary Wigmore, Milbank Tweed Hadley & McCloy’s project 

finance department possesses a great deal of energy financing 

experience. The firm has recently been joined by four new associates 

in Japan – Jeff Rector, James Murray, Mark Plenderleith 

and Billy Betts, adding depth to an already strong team. 

In the past year, Milbank Tweed Hadley & McCloy has been 

busy representing Salamander Energy in relation to its acquisition, 

through a special purpose vehicle, of all of Citigroup 

Financial Products’ interests in Orchard Energy Holding Java & 

Sumatra. Funding for the acquisition was provided by the 

Sumitomo Mitsui Banking Corporation, in a cutting-edge transaction 

involving a $37 million borrowing base facility. 

The firm also acted for Standard Chartered Bank in the refinancing 

of $58 million-worth of existing secured bank debt of 

Petrokimia Nusantara Interindo (PT Peni) in connection with 

the 100% acquisition of PT Peni by Titan Petchem, a subsidiary 

of the Titan Chemicals Corporation, and served as legal counsel 

in connection with the arrangement of a borrowing base facility 

for the development of Santo’s oil and gas assets in Indonesia. 


Gary Wigmore 

Young Joon Kim 

David Zemans 


Morrison & Foerster’s project finance department has had a lot 

of work to keep it busy over the past year. The firm has recently 

represented the Japan Bank for International Cooperation (JBIC) 

in connection with the $930 million financing of the copper 

mine expansions project in Arequipa, Peru. JBIC was the largest 

2007 EDITION

534 


lender involved, providing $173.25 million-worth of financing as 

well as issuing a political risk insurance policy. The deal won 

Euromoney Project Finance Magazine’s Latin American mining 

deal of the year. 

Morrison & Foerster also advised a consortium comprising 

Mitsui & Co, Mitsubishi Heavy Industries, Toshiba, Mitsubishi 

Corporation, Sumitomo Corporation, Marubeni and Kawasaki 

Heavy Industries as supplier and contractor for the Trackworks 

portion of the $15 billion Taiwan high-speed rail project, and 

acted for another consortium (this time comprising Mitsui & 

Co, the Calpine Corporation and Chubu Electric Power) in connection 

with the financing and development of a 525MW natural 

gas fired electrical power facility in Mexico. The firm subsequently 

represented Mitsui and Bhubu Electric in relation to 

their purchase of Calpine’s interest in the project. 

Among the year’s other highlights, Morrison & Foerster was 

involved in the Gangwan wind farm project, acting for the 

Marubeni Corporation in connection with the development and 

financing of a 98MW wind farm generating facility and ancillary 

facility located in South Korea’s Gangwan province. 


Wayne Pittaway 

Tsugumichi Watanabe 


Shearman & Sterling’s project finance practice, led by David 

Platt, benefits from a number of high-profile regular clients, 

including the Japan Bank for International Cooperation (JBIC) 

and Calyon. 

This year the firm advised the lenders in connection with a 

$748 million multi-sourced project financing for the development 

by the Ratchaburi Power Company of two 700MW gasfired 

power stations in Ratchaburi, Thailand. The project was 

funded by 75% debt and 25% equity, the former portion comprising 

a $380 million overseas investment loan from Japan Bank 

for International Cooperation, a $163 million loan from international 

banks, a Bt6.5 billion term loan, a Bt1.3 billion VAT 

facility, a Bt2.3 billion ($172 million) working capital facility, 

and Bt700 million-worth of performance bond facilities. 

In another highlight, Shearman & Sterling advised Citibank 

and the China Development Bank as arrangers of a $51 million 

facility granted to MegaFon in Russia as an indirect vendor 

financing for Huawei. 


David Platt 

2007 EDITION


535 

Allen & Overy 

Allen & Overy LLP 

Izumi Garden Tower, 34 th Floor 

1-6-1 Roppongi, Minato-ku 

Tokyo 106-6034 


Tel: +81 3 5114 1600 

Fax: +81 3 5114 1690 

Email: information@allenovery.com 

Web: www.allenovery.com 

Contact partners: Cees Vellekoop 

Number of partners: 5 

Total fee earners: 23 

Other offices: 

Allen & Overy LLP or an affiliated undertaking 

has an office in each of the following: 

Amsterdam, Antwerp, Bangkok, Beijing, 

Bratislava, Brussels, Budapest, Dubai, Frankfurt, 

Hamburg, Hong Kong, London, Luxembourg, 

Madrid, Milan, Moscow, New York, Paris, 

Prague, Rome, Shanghai, Singapore, Turin, 

Warsaw. 

Anderson Mori & 

Tomotsune 

Tokyo office: 

Izumi Garden Tower 

6-1, Roppongi 1-chome 

Minato-ku, Tokyo 106-6036 


Tel: +81 3 6888 1000 

Email: info@amt-law.com 

Beijing office: 

Anderson Mori & Tomotsune Beijing Office 

Beijing Fortune Bldg., Room 809 

No. 5, Dong San Huan Beilu 

Chao Yang Qu, Beijing 100004 

China 

Tel: +86 10 6590 9060 

Fax: +86 10 6590 9062 

Email: beijing@amt-law.com 

Number of Japanese attorneys: 197 

Partners: 52 

Associates: 141 

Of counsel: 4 

Senior foreign counsel (Gaikokuho Jimu 

Bengoshi): 1 

Foreign attorneys 

(licensed to practice in jurisdictions outside 

Japan only): 8 

Firm profile: 

Anderson Mori & Tomotsune was formed on 

January 1, 2005 as a result of the merger of two 

leading Japanese law firms, Anderson Mori and 

Tomotsune & Kimura. The firm is one of the 

largest, full service corporate law firms in Japan, 

with approximately 200 Japanese lawyers 

(bengoshi) and approximately 10 lawyers 

qualified in foreign jurisdictions, including the 

UK, US, Belgium, Singapore, Philippines and 

the People's Republic of China. The firm 

traces its roots back to the 1950's and has 

historically represented multinational, overseas 

corporations with respect to their business 

activities in Japan. 

Languages spoken: 

Japanese, English and Chinese (Mandarin). 


Marunouchi My Plaza 

1-1, Marunouchi 2-chome 

Chiyoda-ku, Tokyo 100-8385 


Tel: +81 3 5219 0003 

Fax: +81 3 5219 0004 

Email: info@alo.jp 

Web: http://www.alo.jp/english/ 


Masuda & Ejiri (Asahi Koma Law Offices) 

New York Office 

Carnegie Hall Tower 

152 West 57th Street, 37th Floor 

New York, NY 10019-3310 

USA 

Tel: +1 212 258 3333 

Fax: +1 212 957 3939 

Email: JMasuda@MasudaLaw.com 

Shanghai Office 

4105 Office Tower, Bund Center 

222 Yan An Road East 

Shanghai 200002, China 

Tel: +86 21 6335 2190 

Fax: +86 21 6335 2195 

Email: sh@alo.jp 

2007 EDITION 2007 EDITION

536 



Number of counsels: 15 

Number of associates: 94 

Number of patent and trademark 

attorneys: 4 

Number of foreign law advisors: 5 

Partners: 

Junji Masuda, Takashi Ejiri, Eiichi Fukushima, 

Teruhiko Asaoka, Shoichiro Niwayama, 

Yoshiko Koizumi, Fumio Koma, Akinobu 

Miyoshi, Tetsuro Toriumi, Kazuhiko 

Yamagishi, Yoshiyuki Miyashita, Yasunori 

Hashiguchi, Yutaka Sakai, Shingo Hisata, 

Somuku Iimura, Yoshinori Ono, Hiroyuki 

Umezono, Yukihiro Fujimoto, Takemi 

Hiramatsu, Seiichiro Umeno, Tadahito Orita, 

Yuji Onuki, Fumiko Soejima, Hisashi Menjo, 

Yoshinobu Fujimoto, Nagahide Sato, Masafumi 

Oshino, Osamu Ito, Hiromasa Shiozaki, 

Hiroshi Suga, Takashi Michishita, Kenji Inoue, 

Keiko Tamura, Rika Sato, Satoru Mitsumori, 

Ryuji Uwatoko, Mitsuaki Nakakubo, Kazuo 

Mizutani, Shinichiro Abe, Takuya Oshida, 

Gaku Suzuki, Hisashi Miyatsuka, Shigeki 

Minami, Kaoru Hattori, Noriyasu Kaneko, 

Hiroshi Niinomi, Jun Ota 

Areas of practice: 

Corporate and general practice, cross-border 

transactions, merger and acquisition, banking, 

financing, securities regulations, securitization, 

structured finance, project finance, public and 

municipal finance, private equity, insurance, 

restructuring, out-of-court workouts, 

bankruptcy, patents, trademarks and other 

intellectual property, antitrust, taxation, 

telecommunications, entertainment, real estate, 

employment and labor law, litigation, 

arbitration and criminal defense. 


Japanese, English, Italian, and Chinese. 


Established in 1994 

Fukoku Seimei Building 8F 

2-2 Uchisaiwai-cho 

2-chome, Chiyoda-ku 

Tokyo 100-0011 


Tel: +81 3 5501 2111 

Fax: +81 3 5501 2211 

Email: info@apap.gr.jp 

Web: www.apap.gr.jp 

Partners: Michiaki Makino, Hiroo Atsumi, 

Setsuko Yufu, Bonnie L. Dixon, Jun Mamiya, 

Hiroaki Takahashi, Miho Niunoya, Toyoki 

Emoto, Junko Ogushi, Hiroyuki Nezu, Koki 

Ohira, Madoka Hashimoto, Kazuya Yamamoto, 

Hiroki Mori and Haruhiko Ogasawara 

Firm profile: 

ATSUMI & Partners has one of Japan’s largest 

and best-known legal teams working in the field 

of securitization and finance. More than 40 

Japanese and non-Japanese attorneys offer services 

that include drafting agreements and advising on 

complex structures, and representing clients in 

negotiations, dispute resolution and litigation 

matters. ATSUMI & Partners is the first 

independent Japanese firm to admit a non- 

Japanese partner without being affiliated with a 

non-Japanese law firm. This, along with the 

Firm’s large team of Japanese lawyers experienced 

in international finance and corporate law, and 

the strong collaboration among these lawyers and 

the Firm’s many English-speaking and overseastrained 

lawyers, paralegals and translators, sets 

ATSUMI & Partners apart as a fully integrated 

international team. 


Banking, Finance, Capital Markets, Securities, 

Derivatives, Structured Finance, Securitization, 

Real Estate, Investment Funds, Cross-Border 

Transactions, Corporate Finance, Mergers and 

Acquisitions, Intellectual Property, Trademarks, 

Technology Licensing, Corporate Law, 

Insolvency, Litigation, Dispute Resolution, 

Labor and Employment, Corporate 

Governance, Regulatory Matters, Due 

Diligence 

2007 EDITION


537 


Izumi Garden Tower 33F 

1-6-1 Roppongi 

Minato-ku Tokyo 106-6033 


Tel: +81 3 5561 4421 

Fax: +81 3 5561 4425 

Web: www.dpw.com 

Key contact partners: 

Eugene C. Gregor, Theodore A. Paradise 


Specialists in M&A, Capital Markets, Credit, 

Technology, Intellectual Property, Dispute 

Resolution and SEC Investigation matters. 

Milbank, Tweed, Hadley & 

McCloy LLP 

Fukoku Seimei Building, 13th Floor 

2-2, Uchisaiwaicho, 2-chome 

Chiyoda-ku, Tokyo, 100-0011 Japan 

Tel: +813 3504 1050 

Fax: +813 3595 2790 

Contact: Gary Wigmore 

Principal office: New York, US. 

Mori Hamada & 

Matsumoto 

Marunouchi Kitaguchi Building 

1-6-5 Marunouchi 

Chiyoda-ku 

Tokyo 100-8222 


Tel: +81 3 5223 7777 

Fax: +81 3 5223 7666 

Email: mhm_info@mhmjapan.com 

Web: www.mhmjapan.com 


Number of other qualified lawyers: 145 

Gaikokuho-Jimu-Bengoshi (Foreign law 

consultant): 3 

Number of foreign lawyers (stagiaire): 7 

Beijing Office: 

Beijing Fortune Bldg, Room 913 

5 Dong San Huan Bei Lu 

Chaoyang District, Beijing 100004 

The People’s Republic of China 

Tel: +86 10 6590 9292/9293 

Fax: +86 10 6590 9290 

Shanghai Office: 

6th Floor, HSBC Tower 

1000 Lujiazui Ring Road 

Pudong New Area 

Shanghai 200120 

The People’s Republic of China 

Tel: +86 21 6841 2500 

Fax: +86 21 6841 2811 

Area of practice: 

General corporate, mergers and acquisitions, 

corporate restructuring, capital markets, 

securitization, asset management (including 

investment funds), banking, venture capital and 

PEF, international financing, foreign 

investments, insurance, IP, technology transfer, 

antitrust law (including administrative 

proceedings and criminal defenses), media and 

telecommunication laws, real estate, insolvency 

and litigation/arbitration. 


Japanese, English and Chinese. 

2007 EDITION

538 



AIG Building, 11th floor 

1-1-3 Marunouchi, Chiyoda-ku 

Tokyo 100-0005 


Tel: +81 3 3214 6522 

Fax: +81 3 3214 6512 

Web: www.mofo.com 

Managing partner: Ken Siegel 

Firm profile: 

With more than a thousand lawyers in nineteen 

offices around the world, Morrison & Foerster 

offers clients comprehensive, global legal 

services in business and litigation. The firm is 

distinguished by its unsurpassed expertise in 

finance, life sciences, and technology, legendary 

litigation skills, and an unrivaled reach across 

the Pacific Rim, particularly in Japan and 

China. We have one compelling mission: to 

deliver success for our clients. 


Antitrust & Competition, Bankruptcy & 

Restructuring, Capital Markets, 

Communications & Media, Corporate, 

Emerging Companies & Venture Capital, 

Energy, Entertainment, Environmental, 

Financial Services, Financial Transactions, 

Government Contracts, Intellectual Property, 

International, Investment Management, Labor 

& Employment, Land Use & Natural 

Resources, Life Sciences, Litigation, Mergers & 

Acquisitions, Privacy & Data Security, Private 

Equity Fund Group, Public Companies & 

Corporate Governance, Real Estate, REITs, 

Securities Litigation & White-Collar Defense, 

Sourcing, Tax, Technology Transactions 


San Francisco, London, Brussels, Beijing, Hong 

Kong, Shanghai, Singapore, Los Angeles, New 

York, Washington DC, Palo Alto, Orange 

County, Denver, Sacramento, San Diego, 

Century City, Walnut Creek, Northern 

Virginia. 

Kioicho Building 

3-12 Kioicho 

Chiyoda-ku 

Tokyo 102-0094 


Tel: +81 3 3288 7000 

Fax: +81 3 5213 7800 

Email: info@noandt.com 

Web: www.noandt.com 

Chairman: Hisashi Hara 

Managing Partner: Kenichi Fujinawa 


Number of other qualified lawyers: 166 

Number of advisers on foreign laws: 11 

Partners: 

Norimitsu Arai, Kei Asatsuma, Atsushi Fujieda, 

Kenichi Fujinawa, Soichiro Fujiwara, Masayuki 

Fukuda, Hisashi Hara, Tsutomu Hashimoto, 

Takao Higuchi, Mami Ikebukuro, Hiroki 

Inoue, Satoshi Inoue, Miyuki Ishiguro, Fumiaki 

Ishii, Hiroyuki Ishizuka, Masatsura Kadota, Jun 

Kanda, Hisaya Kimura, Toshio Kobayashi, 

Masaki Konishi, Shunji Matsuda, Shinichi 

Matsui, Masahiro Matsuoka, Hidetaka Mihara, 

Jiro Mikami, Hiroshi Mitoma, Yuko Miyazaki, 

Satoshi Moriguchi, Koji Morita, Jun Naitoh, 

Tohru Nakajima, Naohiro Nishimura, Kazuo 

Ohtake, Keitaro Oshimo, Minoru Ota, Ichiro 

Oya, Ryuji Sakai, Osamu Sekine, Keiko 

Shimizu, Fumihide Sugimoto, Yoshikazu 

Sugino, Hideyuki Sunasaka, Koichi Takeuchi, 

Yuko Tamai, Masato Tanaka, Nobutaka 

Tanaka, Shunpei Tanaka, Soichiro Uno, Kenji 

Utsumi, Eriko Watanabe, Yasuhide Watanabe, 

Takahiro Yamauchi, Masayuki Yoshida. 

Of-counsel: 

Shuji Yanase 

Special Advisers: 

Yoshinobu Baba, Isao Ijuin, Shogo Itoda, 

Hiroshi Kaneko, Hirotomi Kimura, Mitsuo 

Matsushita, Yasuharu Nagashima, Aki Saito, 

Ken Tsunematsu, Ajiro Tsunoda, Hiroyasu 

Watanabe. 


Administrative law and regulations, antitrust, 

arbitration and dispute resolution, asset 

2007 EDITION


539 

acquisition, banking, bankruptcy and 

dissolution, capital market transactions, civil, 

commercial, communications and media, 

corporate, corporate reorganization, cyberlaw, 

debt issues, employment and pensions, 

entertainment, finance, franchises and 

distributorships, information technology, 

insolvency, insurance, intellectual property, 

international finance, international law, 

investment trusts, joint ventures, labour, leasing, 

lending, licensing, litigation, mediation, mergers 

and acquisitions, pharmaceuticals, product 

liability, quasi-judicial proceedings, real estate 

and development, securities and derivatives, 

securities transactions, securitizations, tax, 

telecommunications and trade regulations. 


Japanese, English, Chinese, French and 

German. 


Ark Mori Building 

1-12-32 Akasaka 

Minato-ku 

Tokyo 107-6029 


Tel: +81 3 5562 8500 

Fax: +81 3 5561 9711~9714 

Email: info@jurists.co.jp 

Web: www.jurists.co.jp 

Managing partner: Akira Kosugi 


Number of associates: 156 

Number of counsels: 11 

Number of foreign lawyers: 5 

Firm profile: 

Since its founding in 1966, Nishimura & 

Partners has grown to become one of Japan’s 

premier full service law firms covering all aspects 

of domestic and international business and 

corporate activity. Nishimura & Partners is a 

fully integrated team of lawyers and professional 

staff enabling the firm to share expertise and 

assist clients cost effectively in all areas of legal 

services. 


International Finance: Banking, Securities 

Transactions, Capital Markets, Asset 

Management, Venture Capital, Structured 

Finance, Securitization, Lease/Asset-Finance 

Transactions, Insurance, PFI/Project Finance 

Corporate: Mergers, Acquisitions, Joint 

Ventures and Strategic Alliances, Corporate 

Governance and Risk Management, 

Restructuring and Reorganization, Start-up 

Businesses, Telecom, Media and Technology, 

Intellectual Property, Tax, Real Estate, 

Environmental Issues, Antitrust 

Dispute Resolution: International 

Litigation/Arbitration, Domestic & 

International Tax Disputes, Administrative 

Proceedings, International Trade Disputes 

Insolvency/Reorganization: Private 

Restructuring, Civil Rehabilitation/Corporate 

Reorganization, Legal Liquidation 

Orrick, Herrington & 

Sutcliffe LLP 

Tokyo 

Orrick Tokyo Law Offices 

a gaikokuho joint enterprise 

Izumi Garden Tower, 28th Floor 

6-1 Roppongi 1-Chome 



Tel: +81 3 3224 2900 

Fax: +81 3 3224 2901 

Web: www.orrick.com 

Partner-in-Charge: 

James M. Tervo 

Tel: +81 3 3224 2960 

jtervo@orrick.com 

Practice Areas: 

Banking and finance; corporate; employment 

and benefits; energy and project finance; 

mergers and acquisitions; real estate; structured 

finance; and technology transactions. 

2007 EDITION

540 


Paul, Hastings, Janofsky & 

Walker 

www.paulhastings.com 

34F Ark Mori Building 

PO Box 577 

1-12-32 Akasaka 

Minato-Ku Tokyo 107-6034 


Tel: +81 3 6229-6100 

Fax: +81 3 6229-7100 

Firm profile: 

Paul, Hastings, Janofsky & Walker is an 

international law firm with over 1,000 lawyers 

in 17 offices on three continents: Asia, Europe 

and North America. In 1975, we became one 

of the first major international firms to establish 

an Asia-Pacific regional practice and we are 

now one of the largest, full service, multijurisdictional 

legal practices in the region with 

over 150 legal professionals in Beijing, Hong 

Kong, Shanghai and Tokyo. We provide a 

broad range of legal services both to Asian 

clients with business interests overseas and 

international clients with business operations in 

Asia. The firm’s lawyers work closely with their 

counterparts in Paul Hastings’ worldwide offices 

to provide seamless and comprehensive legal 

services around the world. 


Banking and finance; Capital markets; 

Corporate finance; Foreign direct investment; 

Insolvency; Intellectual property; International 

trade & regulatory; Korean matters; Joint 

ventures; Labor, employment & immigration; 

Litigation, arbitration and dispute resolution; 

M&A; Non-performing loans and distressed 

assets; Private equity and venture capital; 

Project finance/lending and development; 

REITs and Real estate acquisition and finance; 

Resort and recreation; Securities; Securitisation; 

Structured finance; Technology, telecoms and 

e-commerce. 

Paul, Weiss, Rifkind, 

Wharton & Garrison LLP 

Fukoku Seimei Building, 2nd Floor 

2-2, Uchisaiwaicho 2-chome 

Chiyoda-ku, Tokyo 100-0011 


Tel: +81 3 3597 8101 

Fax: +81 3 3597 8120 

Email: lyano@paulweiss.com 

tyu@paulweiss.com 

kyoshino@paulweiss.com 

Web: www.paulweiss.com 

Contacts: 

Lisa Yano (Partner) 

Tong Yu (Partner) 

Kaye N Yoshino (Partner) 

Firm profile: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

is a globally oriented, full-service firm of over 

600 attorneys, with offices in New York, 

Washington DC, London, Tokyo, Hong Kong 

and Beijing. The firm’s core corporate practice 

includes mergers and acquisitions, private 

equity, public and private financing, venture 

capital and technology transactions, and the firm 

is also widely recognized for its capabilities in 

litigation, real estate, bankruptcy and corporate 

reorganization and tax law. 

2007 EDITION


541 

• M&A and Joint Ventures 

• Securitisation and Structured Finance 

Fukoku Seimei Building 

5th Floor 

2-2-2, Uchisaiwaicho 

Chiyoda-ku, Tokyo 100 


Tel: +81 3 5251 1601 

Fax: +81 3 5251 1602 

Web: www.shearman.com 

Managing partner: Masahisa Ikeda 


Abu Dhabi, Beijing, Brussels, Düsseldorf, 

Frankfurt, Hong Kong, London, Mannheim, 

Menlo Park, Munich, New York, Paris, Rome, 

San Francisco, São Paulo, Singapore, Toronto, 

Washington, DC 

(For more details, see US listing.) 

Sidley Austin 

Tokyo office: 

Sidley Austin 

Gaikokuho Jimu Bengoshi Jimusho 

Nishikawa & Partners 

(Registered Associated Offices) 

Marunouchi Building 23F 

4-1, Marunouchi 2-chome 

Chiyoda-Ku, Tokyo 100-6323 


Tel: +81 3 3218 5900 

Fax: +81 3 3218 5922 

Key contact: 

Tomoo Nishikawa; tnishikawa@sidley.com 


Beijing, Brussels, Chicago, Dallas, Frankfurt, 

Geneva, Hong Kong, London, Los Angeles, 

New York, San Francisco, Shanghai, Singapore, 

Washington, DC 


• Banking and Financial Transactions 

• Corporate Reorganisation and Bankruptcy 

• Intellectual Property 

• International Capital Markets 

• Litigation 

www.sidley.com 

Simpson Thacher & 

Bartlett LLP 

Ark Mori Building, 37 th floor 

12-32 Akasaka 1-Chome 

Minato-Ku 

Tokyo 107 – 6037 


Tel: +81 3 5562 6200 

Fax: +81 3 5562 6202 

Web: www.simpsonthacher.com 

Resident partners: 

David Sneider, Alan Cannon 

Principal office: New York 

Skadden, Arps, Slate, 

Meagher & Flom LLP 

Izumi Garden Tower, 21st Floor 




Tel: +813 3568 2600 

Fax: +813 3568 2626 

Contacts: 

Mark L. Bronson 

Paul (P.J.) J. Huff, Jr. 

Nobuhisa Ishizuka 

Mitsuhiro Kamiya 

Masahiro Shiga 

Kenju Watanabe 

Robert G. Wray 

2007 EDITION

542 


Sullivan & Cromwell LLP 

Otemachi First Square 

5-1, Otemachi 1-chome 

Chiyoda-ku Tokyo 100-0004 


Tel: +81 3 3213 6140 

Fax: +81 3 3213 6470 

Web: www.sullcrom.com 

Contact: Mr John D Young Jr, Mr Izumi Akai 

Principal office: New York 

TMI Associates 

23rd Floor, Roppongi Hills Mori Tower 




Tel: +81 3 6438 5511 

Fax: +81 3 6438 5522 

Managing partner: Katsuro Tanaka 


Number of other fee earners: 107 

Number of foreign lawyers: 6 

Yuasa and Hara 

Section 206 

New Ohtemachi Building 

2-1 Ohtemachi 2-chome 

Chiyoda-ku 

Tokyo 100 


Tel: +81 3 3270 6641 

Fax: +81 3 3246 0233 

Web: www.yuasa-hara.co.jp 


Number of lawyers: 90 

(inclusive of patent attorneys) 

Number of other fee earners: 130 

2007 EDITION

Japan - IFLR1000

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