IFLR 1000
The Guide to the World's Leading Financial Law Firms

Bank financing work has been restricted ever since the 2008 financial crisis with banks being much more concerned in recent years with increasing their capital base to protect against future troubles and, more importantly, to bring themselves into line with new regulations.

Although this has restricted the levels of new lending, firms have been kept busy advising on new rules, regulations and legislation, "A lot of bank regulatory work, not necessarily deals," says one partner.

Lending itself was further restricted after the natural disasters which hit the north of the country, with liquidity drying up further as the market lost confidence. What little new lending has been seen has been on the outbound side as Japanese banks looked to expand their portfolios overseas. The most popular destinations continue to be those jurisdictions in Southeast Asia which are seen as the next wave of growth economies, most notably Vietnam, which has drawn a lot of interest in recent years.

Allen & Overy has had another stellar year with partners Aled Davies and Adam Moncrieff leading the banking and finance team on some first class mandates. The duo continues to receive high praise from competitors for their project finance work.

"I like that they always discuss with the counterparty and find out the compromised points, without increasing the total risk of the deal," said a client.

One highlight saw Davies advising JBIC and the mandated lead arrangers on the financing of the acquisition of five gas-fired power stations, a 54km gas pipeline and associated companies in Mexico totalling up to a loan value of approximately $750 million and purchase price of approximately $1.2 billion. A standout deal sees Davies, along with partners in London, advising advised the Bank of Tokyo-Mitsubishi UFJ Limited (BTMU) and Mitsubishi UFJ Securities on their acquisition of a portfolio of project finance assets from the Royal Bank of Scotland Group (RBS).

In the past year, Allen & Overy has further expanded its global reach by opening offices in Australia and Indonesia. Its integrated system allows the firm to assist their Japanese clients with no boundaries. A significant arrival and potential boost to the firm's real estate finance capabilities is New York qualified Mark Heimendinger, who joins from Skadden's Tokyo office.

A number of Anderson Mori & Tomotsune's finance partners are highly regarded in the market. Of Satoshi Inoue, one banking client declares him "one of the best leveraged finance-focused lawyers in Japan". Numerous peers have touted Katsu Katayama as a stellar banking practitioner, with one singling him out as the "go-to guy for domestic derivatives". Fielding such talent is part of the reason the firm remains in the top tier. Others reasons include a strong portfolio of syndicated loan deals over the past 12 months and being widely recognised for its regulatory practice. Also, "the team's in-depth knowledge in cross-border transactions is very helpful," says a client.

Lawyers Dan Yoshimasa and Daisuke Yamaguchi acted as the borrower's legal counsel in the leveraged buyout finance for tender offer bonds over Japan Automobile Auction. The Anderson Mori team negotiated with the Kanto Local Finance Bureau on how to limit the contents of the borrowing certificate in order to avoid unnecessary disclosure. This deal was innovative and set a precedent for other similar deals to follow.

Ashurst's growing Asia-Pacific presence in the project finance area has elevated the profile of its banking practice. Partner John McClenahan is a key figure in the Tokyo office who has advised several banks, including the Japan Bank for International Cooperation and Korea Export-Import Bank, regarding finance structures in the last year.

This year McClenahan advised Mitsui & Co, MODEC and Mitsubishi corporation on $800 million in financing provided by the Japanese Bank for International Cooperation and other commercial banks for the construction of a floating production, storage and offloading unit in Brazil.

Atsumi & Sakai is more known for its securitisation and structured finance practice, but its banking group has been growing more visible and securing a significant amount of high-value mandates. For example, Yutaka Sakai and Yasukko Tsuchihashi worked on setting up a ¥200 billion ($2 billion) fund in Japan. "The firm is very specialised in not only structured finance but also bankruptcy law," says a domestic investment firm client.

"The lawyers explain the details simply and they always give us the appropriate advice promptly," notes another corporate client.

In another deal, Ryuichi Nozaki advised a Japanese securities company as the arranger in relation to the securitisation of lease receivables and instalment receivables. The firm also kept active on a steady diet of syndicated non-recourse financings ranging from ¥2 billion to ¥20 billion.

The firm boasts a non-Japanese partner in native English speaker Bonnie Dixon. She has a dedicated client following who appreciate the ease of communication. In 2011 Dixon, alongside Nozaki, acted for an insurance company on its sale of syndicated senior loans in order to exit from an existing lending structure.

The banking practice of Baker & McKenzie GJBJ has "strength in depth and highly effective quality assurance mechanisms in place," says a client. "This translates into guaranteed availability of advice and assistance at a high quality level."

Naoaki Eguchi, as head of the department, runs an efficient practice that has kept busy on a range of work from acquisition financing to syndicated loans. The group comprises over 30 Japanese lawyer and foreign attorneys, and is continuing to expand. Of this group, a fund client notes: "They are extremely professional and prompt. None of the Baker & McKenzie GJBJ staff we have dealt with have over-inflated egos."

The firm boasts an active and developed real estate finance practice, with Gavin Rafferty and Chris Hodgens providing specialist advice. "Both Chris and Gavin are well versed and very capable in their respective fields," praises a client.

This February, Eguchi helmed a team that advised a large domestic bank as the mandated arranger and agent in relation to a syndicated loan to rebuild a university building in Osaka. The deal involved creating a special purpose company structure and a scheme structure where the subsidy from a public body would be resourced to pay back the loan. Sumitomo Trust and Banking turned to the firm for advice on an acquisition finance in relation to the management buyout of Art Corporation.

"The team usually gives us comprehensive recommendations and I have never been disappointed with them," recalls a banking client. "The lawyers make commitments to us even in tough situations and complete them."

Highlighting the firm's multi-jurisdictional abilities, Eguchi and Rafferty shone for ING on its agreement to join with the Development Bank of Japan to provide a multi-billion yen term facility to PT OTO Multiartha, an Indonesian auto finance company.

"Clifford Chance is our biggest competitor," says a peer. A French banking client offers: "It is a world class firm with expertise and I feel valued as a client." The well established banking and finance team advised lenders, Mizuho Corporate Bank, on the 100% share acquisition of a Japanese recruitment services firm, being one of the high profile acquisition finance deals involving an international private equity fund after the credit crunch. They have "extensive and deep knowledge in structured financing" says a banking client.

Another noteworthy deal, due to its intercreditor complexities, sees counsel Yemi Tepe, advising ING as mandated lead arranger in connection with a junior mezzanine facility to the GST AutoLeather group.

Clifford Chance's enviable client list includes BNP Paribas, Citigroup, Morgan Stanley, Mizuho Corporate Bank, Development Bank of Japan, Sumitomo Mitsui Banking Corporation, JPMorgan Chase, Permira and CVC.

The past year has seen Linklaters working on a number of high profile deals, including advising Nippon Telegraph & Telephone Corporation (NTT) in the largest acquisition of an African company by a Japanese acquirer. The transaction, which required reconciliation between UK and South African takeover rules, was led by head of the practice group Christopher Bradley and valued at £2.12 billion. In early 2011 Bradley acted on another high profile transaction, this time in the energy sector in Thailand advising Diamond Generating Asia Limited on a $251 million acquisition from CLP Holdings and subsequent sale to The Tokyo Electronic Power.

In one of the few greenfield refineries to make it to market in recent years, Linklaters advised the finance parties on the $14 billion multi-sourced financing for Saudi Aramco Total Refinery and Petrochemical Company's greenfield refining and petrochemical project in Saudi Arabia.

Well-regarded partner Gary Wigmore, who heads the Asia project finance practice of Milbank Tweed Hadley & McCloy, has moved from the Singapore office and now splits his time between the Tokyo and Hong Kong offices, a development reflecting increasing project finance work in China, Mongolia, and Indonesia, among others.

Wigmore advised Japan Bank for International Cooperation regarding a loan to Summit Ambatovy Mineral Resources Investment, a subsidiary of Sumitomo Corporation. The proceeds will be used to make an equity investment in Madagascar's Ambatovy laterite mine.

Mori Hamada & Matsumoto continues its focus on loan arrangements, acquisition financings and buyouts. A Japanese client says its team has "sufficient expertise" and that its lawyers are "diligent and hard-working".

March 2011 saw the firm advising the Carlyle Group's acquisition of Tsubaki Nakashima from Nomura Principal Finance, one of the largest private equity acquisitions in Japan since the Lehman collapse.

In one exemplary deal, Gaku Ishiwata, Akira Marumo and Hiroki Aoyama advised and represented Japan Airlines (JAL) with regards to its refinancing transaction to complete its corporate reorganisation procedure. This is the largest Japanese insolvency case of a non-financial sector company and was valued at approximately ¥617 billion ($8 billion). This precedence setting case provides a new roadmap for an insolvent debtor in Japan to expeditiously recover from financial difficulties.

"It's got good lawyers, like Dale Caldwell, and it's quite active in the banking space," comments a rival on Morrison & Foerster. Another peer says the firm has a strong real estate finance practice, which was boosted by the arrival of Christian Petersen from Paul Hastings last year. Caldwell is recognised for his traditional banking and project finance expertise and his team has kept busy on a raft of real estate work and large-scale project financings.

"Dale specialises in the financial area and he's creative," says a corporate client. Of another partner, Michael Graffagna, the client continues: "Michael has fluent Japanese and experience in Japan and New York. He's very good at negotiations, very reasonable and understands Japanese companies."

A Japanese investment house director recommends the firm because "the value for money was very reasonable. We'd need to call them every one to two hours and the costs were very reasonable."

Sumitomo Corporation turned to Graffagna and Stanley Yukevich for its $1.9 billion investment in Usiminas' mining subsidiary. In another, Caldwell and Graffagna were representing SCM Minera Lumina Copper Chile in the project financing of the Caserones Copper and Molybdenum Mining Project.

A Tokyo-based client offers: "The team understands other issues important to a deal, such as tax and structure. It has a good office in Japan and they're also based in New York. It's well-coordinated and has a lot of staff who speak fluent Japanese, which is important for our company."

It takes a top firm to advise on one of the largest acquisition finance deals of the year, which is exactly what Nagashima Ohno & Tsunematsu has done. Well-respected partner Jiro Mikami starred for a group of lenders including Mizuho Corporate Bank and Sumitomo Mitsui Banking Corporation in a syndicated loan of ¥100 billion ($1.3 billion) to finance M&M Holdings' acquisition of Culture Convenience Club.

The firm is a staple advisor for a wide selection of domestic banks, and one peer notes that "Mr Mikami and Mr [Satoshi] Inoue have improved their role in advising banks". Its regulatory offering is commended and sought after by many clients. Another key representation for the firm this year was acting for Morgan Stanley Real Estate Fund (MSREF) on the refinancing and restructuring of the initial ¥225 billion loan it had obtained to acquire the ANA hotels.

A reliable choice for many banking clients, Nishimura & Asahi promises and delivers quality advice across a spectrum of financing legal services. Masaru Ono heads up the practice that includes a talented team of 26 partners.

Among its highlight transactions this year was one that saw prolific partner Masahiro Ueno advising several Japanese banks and European ones on the refinancing of an existing project finance loan provided to a mobile phone operator. The loan documentation was conducted both in English and Japanese and the size of the loan required that many non-Japanese financial institutions had to be invited to be part of the syndicate.

In the more niche area of ship lease financing, Kosuke Shibukawa acted for a domestic leasing company as arranger in the first syndicated ship lease transaction provided to a Singaporean shipping company that was arranged by a Japanese leasing company.

Though New York firm Sullivan & Cromwell is best-known for its capital markets practice, the firm has a respectable banking practice in Tokyo.

Izumi Akai and Garth Bray, co-heads of the firm's banking practice, acted for Sumitomo Trust and Banking Company and Chuo Mitsui Trust Holdings as they completed their business combination through a $7.7 billion share exchange. Sumitomo Trust and Banking became a wholly owned subsidiary of Chuo Mitsui Trust Holdings, which then changed its name to Sumitomo Mitsui Trust Holdings.

White & Case has a strong presence in Japan, with clients such as Crédit Agricole, Development Bank of Japan, Mizuho Securities, Nomura and JPMorgan.

Tokyo partners Mark Goodrich and Toshio Dokei represented Crédit Agricole Corporate and Investment Bank, ING Bank, Mizuho Bank, Sumitomo Mitsui Banking Corporation, Aozora Bank and UBS regarding a ¥165 billion ($2.1 billion) loan to Japanese internet service provider eAccess. The transaction represented the largest syndicated telecommunications financing in Japan since the global financial crisis.