Capital Markets + Securities Law | Japan

Capital Markets

Our Tokyo capital markets practice is distinguished by:

• Our strong and experienced Japanese and U.S. capital market teams.
• Our regular representation of issuers and underwriters in a wide range of debt and equity offerings, having been involved in Tokyo-based offerings that have raised over $50 billion since 2002.
• Our seamless multi-jurisdictional capabilities that facilitate cost efficiencies and our ability to provide unified advice based on analysis of all relevant laws and practices.
• Our Tokyo office’s depth and breadth in areas other than capital markets, which gives us immediate access to local experts in areas such as real estate, litigation, M&A and intellectual property.
• Our core team of bilingual lawyers, who are committed to practicing in the Tokyo market and have a deep understanding of Japanese business customs and practices.
• Our close collaboration with our global capital markets team, including attorneys in New York, Washington D.C., Hong Kong and London, to leverage the deep experience of capital markets attorneys world-wide.

Please see below for further detail regarding our variety of capital markets + securities law and compliance practice areas:

J-REITs

• Global equity offerings by J-REITs represent a core strength of our Tokyo office capital markets capabilities.
• We regularly represent both the issuer and the underwriters in global J-REIT offerings conducted on both a 144A/Reg S or Reg S only basis, including many transactions in which we provide joint U.S. and Japanese law representation.
• We are involved in a large number of global offerings by J-REITs, including issuer’s or underwriters’ side representation in most of the global J-REIT IPOs since 2012.
• We are a collaborative and integrated practice that leverages our market-leading real estate practice and expertise in Japan as well as the strengths of our REIT practice in the U.S. and other jurisdictions.
• In addition to our representation of J-REITs on offerings, we also have substantial expertise on EU AIFMD and Swiss CISA related to J-REITs and regularly provide AIFMD/CISA-related advice to over 30 J-REITs and their asset managers, as well as investment banks. We also advise on occasion the Japanese FSA and ARES on AIFMD/CISA-related matters.

Japanese Government (Schedule B)

• We regularly represent various underwriters on Schedule B SEC-registered global offerings by Japan Bank for International Cooperation (JBIC).
• Our representation in these Schedule B SEC-registered offerings complements our expertise with other SEC matters, which we also leverage for Rule 144A/Regulation S global offerings.
• We work seamlessly with our U.S. public company transactions team, which includes several partners who are former SEC officials.

Insurance

• We represent the issuer or underwriters on hybrid debt offerings by Japanese insurance companies.
• We are the market leader in the U.S. in structured products. We work closely with our tax, investment management, ERISA, bank regulatory, insolvency and restructuring colleagues, as well as with other practice areas in developing new financial products and new securities offering methodologies for our issuer and investment banking clients.

Other

• We provide advice on undocumented offerings, block trades and divestments.
• We assist Japanese companies in establishing SEC-registered “sponsored” American Depositary Receipt, or ADR, programs or advise them on the implications of “unsponsored” ADR programs.
• We were counsel to one of the major shareholders of Acucela Inc., a Seattle-based biotech company that conducted a precedent-setting inbound IPO on the Tokyo Stock Exchange (TSE) in 2014.

M+A and Other Transactions

• We advise on a wide range of complex corporate transactions, including M&A, hostile and friendly tender offers, going private transactions, financial services securities matters and bank holding company matters.
• Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often difficult transactions in an innovative, cost-effective and timely manner.
• We advise both the principals and financial advisors on the U.S. securities law aspects of M&A transactions among Japanese companies or between Japanese companies and U.S. companies, registered with the SEC under Form F-4/S-4 or exempted from registration under Rule 802.
• We advise on the U.S. securities law aspects of tender offers conducted by Japanese acquirors, including compliance with Regulations 14D/14E and Section 16 and preparation of Schedule TO and Schedules 13D/13G.
• In cases where a transaction needs to rely on registration exemptions, we can help structure the transaction with practical advice based on Regulation S, Section 4(1), (2) or (1½), Regulation D or other statutory or regulatory exemptions.

Corporate Compliance and Regulatory Matters

• We assist our clients with disclosure, reporting and corporate governance matters under U.S. and Japanese securities laws and stock exchange requirements.
• We work closely with litigators to provide advice on anti-bribery/FCPA, anti-money laundering and OFAC matters, where problems are increasingly global and require teams of experts across multiple jurisdictions to work together effectively. Among other matters, we advised a major Japanese financial institution in the implementation of an OFAC compliance manual.
• We work closely with our broker-dealer experts and members of our local counsel network to support Japanese underwriters and other financial institutions on licensing and registration matters across a large number of jurisdictions.
• Our lawyers leverage their deep knowledge of Japanese companies and laws to provide tailored advice on matters under the U.S. Investment Company Act of 1940 and Dodd-Frank Act, including the Volcker Rule.