Solicitors governing body: 日本弁護士連合会 Japan Federation of Bar Associations
Competition authority: Japan Fair Trade Commission (JFTC)
Financial regulator: Financial Services Agency
IFLR1000 ranking categories for this jurisdiction:
Financial and corporate (published October) – Banking, Capital markets: Debt, Capital markets: Equity, Capital markets: Structured finance and securitisation, M&A, Project Development, Project finance
Japan has a robust independent legal market dominated by a handful of local brands. Attorneys at law – known as bengoshi – form the backbone of the country's legal community, while gaiben are lawyers from foreign countries licensed to practice law in Japan. A third category denotes foreign lawyers qualified under Japanese law.
The liberalisation of Japan’s legal sector has been a gradual process, and before the introduction of the 1987 foreign lawyer law, the market had been completely closed to foreigners for 32 years. In 1994 an initiative that allowed bengoshi and gaiben to form specific joint enterprises and share profits didn’t attract much attention due to restrictive conditions and it wasn’t until 2005 that Japan began to see a notable increase in the presence of foreign lawyers.
In 2005 gaiben were allowed to enter full partnerships with Japanese firms, which significantly eased restrictions on partnerships’ areas of practice. Although still only allowing Japanese lawyers to practice Japanese domestic law, a foreign lawyer qualified under Japanese law and gaiben were allowed to hire bengoshi and share a unified name. In 2010 amendments allowed foreign firms to incorporate as a Law Corporation allowing them to operate from their own offices in Japan. Firms operating in partnership with a domestic Japanese bengoshi lawyer were also permitted to form Law Corporations.
The international law firm response to these developments was diverse. A number took advantage of this liberalisation to provide a more comprehensive service to their clients, while others chose not to fully merge with Japanese law firms - remaining in joint venture arrangements with Japanese firms or individual bengoshi. Other international law firms with a presence in Japan decided to remain independent.
Despite painstaking liberalisation, it’s clear that over time increasing pressure alongside socio-economic realities of globalisation are combining to supplant protectionist concerns.
In regards to firms themselves, the 'Big Four' – namely Anderson Mōri & Tomotsune, Mori Hamada & Matsumoto, Nagashima Ohno & Tsunematsu and Nishimura & Asahi – is an informal term denoting the largest firms headquartered in Japan. More recently, the moniker 'Big Five' has become increasingly used to accommodate TMI Associates, which has grown rapidly since its establishment.
Adam Majeed - Asia-Pacific Editor
As one of Japan’s Big Four (四大) Anderson Mori & Tomotsune (AM&T) is strong across the board, particularly in banking, finance, and capital markets work where it has a strong reputation in the primary offerings of Samurai bonds, Uridashi offerings, J-Reits, equity offerings, and international offerings of convertible bonds by Japanese issuers.
For example, in the research period the firm advised Ezaki Glico in its issue of ¥30 billion zero coupon convertible bonds due 2024, and acted for Canadian Solar Infrastructure Fund in its global IPO, which was the first global offering of an infrastructure fund listed on the infrastructure fund market of the Tokyo Stock Exchange.
In M&A the firm has been active in the consumer electronics sector advising KM Holdings, an SPC established by a fund managed by MBK Partners, in its acquisition of Kuroda Electric; and acting for Japan Industrial Partners alongside KKR in its agreement with Hitachi for the take-private of Hitachi Kokusai Electric.
The airport sector has been hot in recent years in Japan and AM&T’s projects team advised Kobe city in the sale of a concession right to operate Kobe Airport to a consortium made up of Orix Corporation and Vinci Airports.
Key clients of the firm include Vedanta Group, Sumitomo Forestry, Obayashi Corporation, Shinsei Bank, The Bank of Tokyo-Mitsubishi UFJ, and Goldman Sachs Japan.
“Its service is very prompt and 98% of the time delivers within the timeframe agreed. I’m impressed with its speed of turnaround for some of the matters that it has handled for us. Overall, my experience has been positive.” - Banking
“Capable and time-sensitive. Good service. Through long relationships it knows our company's situation and gives the right advice.” - Banking
“Excellent work, diligent team and knowledgeable professionals.” - M&A
“Responsive, and it gives sound and practical advice.” - M&A
“The lawyers in Anderson Mori Tomotsune are highly talented experts, especially in the M&A area.” - M&A
“It is prompt and efficient and has a good understanding of our company’s requirements and expectations. We are particularly impressed with its international acumens and its ability to provide practical solutions to our local legal issues.” - M&A
“The go-to law firm in the India-Japan corridor.” - M&A
“In any given year, I engage and work with about 90 different law firms from about 70 countries seeking advice on a number of projects for my financial institution clients. In my mind, Anderson Mori stands out not only in Japan, but worldwide, for the quality and the outstanding training of its lawyers that enables it to deal with complex cross-border legal issues and cultures. Japanese legal practice presents a lot of complexities. It is critical, therefore, to work with a firm that understands how to translate Japanese concepts into terms that are familiar to practitioners from civil and common law countries alike. However, the ability to explain is not all. In complex cross-border matters, a client needs a law firm that is deeply proficient in the subject matter, as well. Anderson Mori is such a law firm. In my experience, the firm has consistently provided outstanding services, often times beyond expectations, in complex cross-border insolvency, financing, and bank regulatory matters. The firm particularly benefited from the 2015 combination with most of Hideyuki Sakai's restructuring and finance team originally at Bingham Sakai.” - Restructuring and insolvency
“Yuri Ide is deeply proficient in insolvency and finance matters. In particular, it is difficult to find in Japan another lawyer with her experience and versatility in cross-border insolvency. She is incredibly responsive and very clear in her analysis of the issues. Yuri is also very strategic and hugely helpful in analysing all credit and insolvency risk angles, and in suggesting legally viable and at the same time practical solutions. I can't identify any weaknesses in her practice. She is and will continue to be my go-to person at a firm that lists so many other eminent lawyers."
“Maeda-san is able to explain differences between aspects of Japanese law and common law, and what market practice is in Japan; this helps me a great deal in understanding contract provisions with our Japanese customers, and also standard commercial and dispute practices in Japan. I am pleased with the high standard and quality of advice and work he and his team have delivered."
"Excellent. He is helpful and knowledgeable."
"He's a good communicator with international acumen who provides practical solutions to issues."
Ryo Kotoura and Ryo Okochi
"Ryo Kotoura and Ryo Okochi have one of the best understandings of Indian laws and regulations."
“He is one of the best-known lawyers in Japan, and it only takes a few minutes of interaction with him to understand why. Mr Sakai is extremely knowledgeable and thoughtful. I also understand that he is an excellent leader of his restructuring team and within the firm.”
"He has expertise in the M&A and insolvency area."
“Ryu Umezu is an excellent lawyer.”
Ashurst works across the spectrum on financial and corporate matters, but it really comes into its own in project development and finance.
Most of the firm’s projects mandates are outbound with its practice advising Sojitz Corporation in its investment in the Turkish Health Campus PPP project; and advising the lenders in the financing of the 920MW gas fired combined cycle Khanom 4 power project developed by KEGCO.
In M&A, the firm advised Park24 and the Development Bank of Japan in its acquisition of National Car Parks, a UK parking operator, from Macquarie Group; and acted for Nexans in its acquisition of NVC, a 66%/34% joint venture between Nexans and its Japanese partners Fujikura and Furukawa Electric.
In the research period the firm’s Tokyo office was hit by the departures of corporate partner Rupert Burrows who left for Mayer Brown, and finance partner Matthew Bubb who relocated to Ashurst’s office in Melbourne.
Key clients of the firm include Chubb, Itochu Corporation, Futaba Industrial, Japan Bank for International Cooperation, Mizuho Bank, and the Bank of Tokyo-Mitsubishi UFJ.
"Accurate and cost efficient advice. Well-managed." – Capital markets
"Strengths: corporate, M&A and project finance." – M&A
Atsumi & Sakai was the first Japanese law firm to create a foreign law joint enterprise to attract foreign attorneys as partners. The firm is best known for its structured finance and securitisation work, but also has a strong project development and finance practice.
The firm has a branch office in London and Frankfurt. Working in collaboration with Janssen Foreign Law Office allows it to advise on English, US, PRC, Australian, and German law. The firm also has a partnership with APAC-International in Vietnam, and a joint venture with Tricor Group.
In banking, the firm’s fintech team has been active advising the Fintech Association of Japan on formulating a template for an agreement on the use of a bank API; providing the Japan Blockchain Association with advice on virtual currency exchanges related services; and assisting Mitsubishi UFJ Financial Group with its digital accelerator programme.
In 2017 the firm formed an outbound M&A team and kept busy advising Global Infrastructure Partners on the Japanese aspects of its acquisition of Equis Energy.
The firm’s projects practice has been busy with renewable energy mandates of late advising Photovolt Development Partners in its 480MW photovoltaic power plant project on the island of Ukujima, Sasebo City.
The firm has made a number of hires in the research period with its banking practice bringing in partners Akimoto Kawamura and Michiro Suenaga from Citigroup Japan and Sidley Austin Nishikawa; and its M&A practice hiring partners Hisashi Miyatsuka and Go Hashimoto from Nishimura & Asahi alongside of counsel Go Fujimoto and Daisuke Suzuki from Minato Law Office.
Key clients of the firm include Photovolt Development Partners, Global Infrastructure Partners, Fintech Association of Japan, Japan Blockchain Association, Mitsubishi UFJ Financial Group, and PayMate India.
“Extremely knowledgeable and professional.” - Banking and finance
“Sophisticated regarding cross-border structured finance.” - Capital markets: Structured finance and securitisation
“Bonnie is very effective at coordinating a required response in English."
"Takumi is knowledgeable, professional, intelligent and prompt."
"Naoki Kanehisa is very thoughtful, thorough and drafts well in English."
With abundant bengoshi and a general strength in numbers, Baker McKenzie is firmly entrenched in the Japanese legal market. It’s known for project development, its high-volume M&A practice, and for its strength in the Samurai bonds market.
Baker McKenzie’s banking practice is known for acquisition, project, structured, and real estate finance, and advising on fintech matters. It acted for Sumitomo Mitsui Banking Corporation on the financing of Asahi Group Holding's acquisition of AB InBev’s businesses across CEE; and advised Shinsei Bank as arranger and lender of a syndicated loan for the Canadian Solar Infrastructure Fund.
In M&A the firm advised Konica Minolta in its acquisition of Ambry Genetics Corporation; and its capital markets practice advised China Eastern Airlines on its programme listing on the Tokyo Stock Exchange.
The firm’s projects team is regularly involved in energy, mining and power mandates and acted for Fukushima Gas Power in a 1180MW Fukushima LNG-based power generation project; and advised Total and SunPower on the development, financing, construction, and operation of 25MW-peak photovoltaic power plant in Miyako, Iwate Prefecture.
In the research period the firm’s capital markets practice brought in partner Seiji Matsuzoe from White & Case, but lost Hitoshi Sumiya to TMI associates and finance partner Masato Yamanaka to Koma & Ono Glocal Law Office.
Key clients of the firm include Shinsei Bank, Konica Minolta, Chubu Electric Power, Marubeni Corporation, Universal Entertainment Japan, and Japan Bank for International Cooperation.
"Provides timely information on legal and regulatory changes." - Investment funds
"BM has a long history working with our business, it has responded very well to a more competitive market for legal services and has not rested on their laurels in this respect. They make an effort to understand our business and invest in our relationship. BM is very responsive to any questions or concerns we might raise and have gone to extra lengths to ensure that we feel that we are getting good value. They provide an excellent product and service, and have demonstrated that, despite being a large firm, they are able to be flexible enough to be able to provide us with the service we desire for our various M&A projects. We will tend to use BM for mid-large projects only, in value and complexity terms." - M&A
"Excellent all-round." – M&A
"It was the first experience that we acquired US company in three decades, so we cannot compare their performance, the assigned attorneys of this firm were excellent." – M&A
"Stregths: Quick Response and global network." M&A
"Global franchise and operates well as one team. Strong lead lawyers who pay attention to details. Well balanced commercial sense with solid legal knowledge. Fees are slightly more competitive than other global law firms in Japan and strategically wisely priced in Japan." – M&A
"Baker & McKenzie exists everywhere no matter where you operate. Also, a lawyer in charge of our company is responsible and takes continued attention to their local contacts, so that we can feel relaxed as to the quality of their local counterparts." - Project development
"Great price point, global reach and coverage of every practice area so it is easy to put together an appropriate team for each transaction." - Project development
Clifford Chance is strong in banking and capital markets, especially debt and structured finance and securitisation. Its finance practice often acts for Japanese financiers in leveraged and acquisition finance; aviation and ship finance; real estate finance; and project and infrastructure finance.
Its banking team acted for Comcast NBCUniversal in respect to Universal Studios Japan’s loan; while its capital markets team advised the sole bookrunner and lead manager, Nomura International, on ANA Holdings zero coupon convertible bonds, raising funds for investment in aircraft such as the Boeing 787 and Airbus A320neo.
In M&A the firm has good knowledge of the automotive, technology, energy, leisure and entertainment sectors. In one highlight it advised JTB, a Japanese travel services company, on its acquisition of Kuoni Travel Investments from EQT, a private equity firm.
The firm’s project team advised Vinci Airports, which partnered with Orix Corporation and Kansai airports, on the privatisation of Kobe Airport by Kobe City by way of a 42-year concession.
Clifford Chance’s impressive list of clients include JPMorgan, BNP Paribas, Morgan Stanley, Nomura, Comcast NBCUniversal, and Vinci Airports.
"Appreciate that CC proactively provides information on new legisltion/regulation of key jurisdictions, which may impact our business. Performance improving over the years. The fees are higher compared to other Japanese law firms." – Banking and finance
"Very responsive and knowledgeable about the market. Very familiar with a variety of products and structures. They give advice geared to optimize a solution for a client." - Capital markets
"Competitive price, reliable for assistance, good responsiveness and global capability." – Capital markets
"They are very responsive, and their advice is always practical while logical. The weakness is that I sometimes feel that they don't have strong governmental connections in Japan as compared to local big firms." – M&A, Capital markets, Banking and finance
"Clifford Chance is exceptional in terms of their global foot print and access to wide variety of legal expertise needed to close out the transactions. It is particularly helpful when it comes to a situation where we require a one stop combined solution of each jurisdiction. Clifford Chance has global foot print and coverage where we invest in. At the same time, depth of expertise is excellent as well. To my knowledge, only handful of law firm are able offer. Therefore, we have only few preferred internal law firms including Clifford Chance which are able to offer what we really need." – M&A
"Excellent work. The lawyers assigned were very professional and well-rounded in their expertise. Their financial prowess surpassed that of our FA." – M&A
"Because they have plenty of experience with finance and natural resources projects, we asked Clifford Chance to be our legal advisor in the Indonesian project. I think their main strengths are such experiences. On the other hand, their fees are very expensive but understandable and acceptable." - Project development
Davis Polk & Wardwell (DPW) is a safe bet for high-end capital markets and M&A work, and this year it can add Mitsubishi Tanabe Pharma Corporation’s acquisition of NeuroDerm – the first ever acquisition of an Israeli public company by a Japanese buyer – to its already impressive deal sheet.
It has had a strong year in the pharmaceuticals space also advising TiGenix on its acquisition by Takeda. In the banking sector the firm acted on the business integration of Minato Bank, Kansai Urban Bank and Kinki Osaka Bank; and advised Mizuho Americas on the merger and consolidation of its two New York banking subsidiaries, Mizuho Bank (USA) and Mizuho Trust & Banking (USA).
Its capital markets team advised the international joint lead managers in Katitas’s TSE IPO; and acted for Toyota Industries Corporation in its senior notes offering.
Key clients of the firm include Sumitomo Mitsui Banking Corporation, The Metropolis of Tokyo, Mitsubishi UFJ Lease & Finance Company, Nippon Life Insurance Company, Mitsubishi Tanabe Pharma Corporation, Dai-ichi Life Holdings, and Comcast NBCUniversal.
Greenberg Traurig is relatively new to Japan having opened its Tokyo office in 2015 to strengthen its coverage across Asia-Pacific.
The firm is strongest in capital markets where it often acts for Japanese companies listing in Hong Kong, Singapore and in the US.
In the past 12 months the firm was involved in a number of confidential mandates involving NASDAQ listings, and listings in Toronto and Tokyo.
Hibiya Nakata is a Japanese boutique that is strongest in Japanese outbound and inbound M&A work.
Highlights include advising Itoki Corporation in its joint venture with Interoffice to become a distributor of Knoll products in Japan; advising Mercian Corporation in its sale of 34% of its shares in Vinos Yamazaki to the incumbent management shareholder; and advising Konica Minolta in its acquisition of Siemens’s Japanese ultrasound business.
In the research period the firm brought in M&A expert Tatsuya Soeda from Anderson Mori & Tomotsune.
The firm’s clientele includes names such as Konica Minolta, Toyota Motor Corporation, J-Star Fund, Aeon Fantasy, Itoki Corporation, Mercian Corporation and Sosei Group Corporation.
The firm works closely with Allen & Overy giving it access to its global network as well as through the Pacific Rim Advisory Council network.
K&L Gates in Japan is best known for its work in asset finance, particularly in real estate, aircraft, shipping, transport and telecommunications finance.
Highlights include acting for Tokyo Century Corporation in its agreement to acquire a 20% stake in US-based aircraft-leasing company Aviation Capital Group, an affiliate of Pacific Life Insurance Company; advising Sumitomo Mitsui Finance and Leasing Company in the purchase, financing and leasing of various aircraft including Boeing 737-800s and Airbus A320-200s; and acting for Financial Products Group in its JOLCO (Japanese Operating Leases with Call Option) financing and leasing of six Boeing 737-800 aircraft.
The firm made a number of notable hires this year bringing in partners James Bradley from Norton Rose Fulbright; Eric Sedlak from Jones Day; and counsel Kamil Ahmed from Clifford Chance.
Key clients of the firm include Tokyo Century Corporation, Sumitomo Mitsui Finance and Leasing Company, The Bank of Tokyo-Mitsubishi UFJ, Financial Products Group, Chishima Real Estate and Avico Skylines.
“When it comes to aviation finance in Japan, it is one of the best, if not the best.” – Banking and finance
Still relatively new in Japan after opening its Tokyo office in 2015, King & Spalding is best known for its projects work.
It is primarily active in energy, renewable energy and oil and gas mandates where it has been busy advising Japan Wind Development in a number of projects including the development of the 100MW Aomori wind power project and the 130MW Ukujima and Hirado Minami wind power projects.
In other highlights the firm advised Mitsubishi Corporation on a gas aggregation project in Papua New Guinea which aims to develop a condensate and LNG project; and advised JBIC on the project financing for the Vung Ang II 1200MV coal-fired IPP in Vietnam.
In the research period the firm lost Chris Spalding to Morrison & Foerster but transferred Aaron Lee from its Singapore office. The firm also hired senior advisor Ryuichi Kaga from the Asia Development Bank.
Key clients of the firm include Japan Wind Development, Mitsui & Co, Marubeni Corporation, Mitsubishi Corporation, Japan Bank for International Cooperation, Sumitomo Mitsui Banking Corporation and The Bank of Tokyo Mitsubishi UFJ.
“Excellent support during contract negotiations with WTG suppliers. Very knowledgable on standard clauses in TSA and OMA contracts and creative in finding solutions to any disputes that arise. No real weaknesses seen.” – Project development
Masuda & Partners has a sturdy project development practice mainly oriented around real estate.
In one highlight the firm acted on the first timesharing deal by a large global hotel group, which was composed of two parts. Firstly, it acted for this confidential client—the owner of the project site—in a deal with the manager of the hotel adjacent to the project site; and then it acted in the implementation of the timesharing system, which was based on a system implemented in Hawaii.
Key clients of the firm include GMO Internet, Japan Hotel REIT Investment Corporation, Jibun Bank Corporation, Crosswarp and Common’s Asset Management.
One among the Big Four (四大) in Japan, Mori Hamada & Matsumoto (MHM) has a strong reputation across the board. The firm has a high volume M&A practice and is known for acquisition financing, IPOs, euro convertible bond offerings, and J-REIT formations and offerings.
The firm acted for tech giant Softbank in securing a large syndicated loan to refinance its past acquisition financings including the loans to acquire Sprint Corporation and ARM Holdings.
The firm lived up to its billing in the capital markets in a unique deal where it advised Goldman Sachs Japan as placement agent to Toshiba Corporation in its issue by way of third party allotment to institutional investors outside Japan in order to avoid being delisted from the Tokyo Stock Exchange.
MHM’s M&A team acted for Asatsu DK in its sale to Bain Capital, while the projects team represented Jera in the development and project financing of a new coal power plant adjacent to Tokyo Electric Power Company’s Hitachinaka coal power plant.
Key clients of the firm include Bain Capital, Goldman Sachs, SoftBank, KKR, Jera, Nippon Life Insurance Company, and CyberAgent.
"We really appreciate MHM's work in that its advice covers not only what we specifically requested, but also the things that we did not notice, as it understands all our financing agreements and covenants. The firm is always very responsive." - Banking and finance
"Professionality, high quality in each lawyer." - Capital markets: Equity
"This firm has knowledgeable partners and good associates.” - Capital markets: Equity
"MHM's lawyers are highly knowledgeable on the securitisation industry, especially in Japan. It deeply understood the nature of our business as well as the potential deal we negotiated with the issuer and gave us valuable advice over the course of our negotiation. Its communication skills were excellent, which made the processes to reach an agreement with the issuer extremely effective and efficient." - Capital markets: Structured finance and securitisation
"Highly value-added legal service which derives from comprehensive advice on not only legal but also tax-related topics, dedicated work on analysing past transactions and changing the analysis result into strategic legal advice on particular deals, and many talented members and strong project management by the leader." - M&A
"Lead partner, Koji Toshima was very knowledgeable and provided solid, yet practical advice. Absolute fee amount is not inexpensive, but great value for the fees paid." - M&A
"I have generally been impressed with MHM's service level and quality. It is obvious that Katsumasa Suzuki and Masakazu Kumagai have detailed, in depth knowledge of both the governing laws of this practice in Japan and also the regulatory process; we are continually impressed by their recommendations on how to move our transactions forward. I was also impressed by MHM's availability and responsiveness, especially during US hours." - M&A
"MHM always provides deep legal knowledge around the deal. It’s well trained for negotiation. It always stays with its client to support it to move the deal forward; its mentality is quite encouraging." - M&A
"Subject matter expertise and managing client relationships with dedicated resources including partner's time." - M&A
"Prompt response. Clearly pointing out legal issues and proposing practical solutions against the issues." - M&A
"Ability to provide practical, not only pure legal theoretical advice. Capability and trust in the individual lawyer I dealt with." - M&A
"MHM has been an invaluable partner throughout the course of our M&A activities in Japan. Responsive, precise, easy to communicate with, and creative in its approach to novel legal and transactional issues." - M&A
"Response speed and accuracy of the comments to borrowers." - Project finance
"Yoshihiro always brings his great negotiation skills and latest and deep legal knowledge to the situation. He always responds quickly and helps us to timely progress the deal."
"He is highly accessible and responsive to our inquiries, with many years of practical experience in this practice area and well familiar with the practice. He provides very logical and practical legal advice and proposes solutions from a customer perspective."
"Masakazu Kumagai speaks excellent English, is available on short notice during US hours, and is a technically very savvy attorney."
"I rate him very highly. He has the ability to provide practical advice and has deep knowledge of law relating to M&A and investing."
"Mr Sato is a top lawyer regarding securitisation in Japan. He is not only highly knowledgeable in this sector but also an excellent leader who manages his team efficiently and effectively. His commercial understanding is outstanding."
"Tomohiro Sato acknowledges technological innovation and the wide range of work."
"Mr Shiota has strong project management capabilities and manages his large team effectively. He's very thoughtful and provides strategic input in a timely manner."
"Katsumasa is an excellent lawyer, with excellent insight into commercial and regulatory issues."
"Katsumasa Suzuki makes me satisfied with excellent outputs."
"Suzuki has good communication skills and good advice based on commercial understanding."
"Koji is very attentive, with significant experience in corporate finance and private equity. He delivers high quality services across many functions and is creative in structuring yet savvy in negotiation."
With personnel that include US-qualified attorneys and Japanese bengoshi, Morrison & Foerster (MoFo) has firmly embedded itself in the Japanese legal market. The firm is strong in capital markets, especially on the equity side.
MoFo acted for Japan Display in its global offering of shares to overseas financial institutional investors and a domestic business partner, while its debt practice acted for key client SoftBank Group in its offering of senior notes in accordance with Regulation S.
The firm’s M&A and private equity team has been active in the technology space representing Toshiba Corporation in its sale of Toshiba Memory Corporation to a consortium led by Bain Capital; advising SoftBank Group in its investment in Xiaoju Kuaizhi (Didi), China’s leading ride-hailing and mobile transportation platform; and advising Fujifilm Holdings Corporation in its acquisition of control of Xerox Corporation.
The firm strengthened its capital markets team over the research period with the hire of partner Jesse Gillespie who joined from Sullivan & Cromwell.
Key clients of the firm include SoftBank Group, Jera, Osaka Gas, Toshiba Corporation, Morgan Stanley, Nomura, and Hitachi.
As one of Japan’s big four independent firms Nagashima Ohno & Tsunematsu (NO&T) has strength in most transactional practices. The firm picked up the windfall in renewable energy mandates following Japan’s feed-in-tariff law. It is noted for its large market share in the securitisation market.
For example, in the renewable energy space the firm advised Japanese banks in the project financing of a wind power plant in southern Japan, and acted for GE Energy Financial Services in raising Japan’s largest solar fund.
In the capital markets the firm acted for Toshiba Corporation in its issuance of new shares by way of third-party allotment to international investors to stave off potential delisting; and its banking team advised the Development Bank of Japan in the financing to construct a 49.9MW biomass power plant in Chiba prefecture, Japan.
NO&T’s M&A team acted in one of the largest deals in Japanese M&A history when it advised Bain Capital in its acquisition of Toshiba Memory Corporation, via special purpose acquisition company KK Pangea, from Toshiba Corporation.
In the research period the firm’s banking and finance practice was hit with the departure of partner Hideyuki Sunasaka.
Key clients of the firm include Bain Capital, General Electric, Development Bank of Japan, Mizuho Bank, Gaw Capital Partners, and Toshiba Corporation.
"They have always committed to completing the deal in multiple aspects. They have always given quick responses, hard work, and they take a kind of ownership or commitment to get the deal done. Simply reliable and we always felt they were a true 'partner' of our project. The deal was not just in Japan and they worked as a global hub to drive the project globally. Some of the firms appointed in foreign countries did not work as expected but Nagashima Ohno always took ownership of such communication with proper checks and suggestions to us." – M&A
"With regards to attorneys with whom I worked on the project, they worked in a team that consisted of senior partners, young partners, senior associates and young associates, and provided cost-effective service on my project. They are always responding to clients' requests and have a good understanding of what the client really need on the project." - M&A
“I have a long business relationship with Nagashima Ohno Tsunematsu because its outcome and results are satisfactory; its reply and feedback is quick; and its attitude is always friendly and polite.” - M&A
"Soichiro Fujiwara has great quality control and is a reasonable negotiator."
"His only weakness is that he is too perfect."
"Yasuhiro Kasahara has excellent communication skills with clients, financial advisers, and the counterparty to a transaction."
"Ryuji Sakai has a wealth of experience in M&A, technology licensing, and is an excellent manager of a project team."
“Tough negotiation skills and excellent thinking to find appropriate solutions."
“She is a senior partner and has excellent knowledge and experience on various M&As.”
Hiroshi Tago, Yusuke Kaeriyama, Kaoru Hattori and Yuko Tamai
"Hiroshi Tago, Yusuke Kaeriyama, Kaoru Hattori and Yuko Tamai understand the business and find the practical solutions without lengthy academic theories. They are always trying to find our solution rather than a theoretical solution."
While being among Japan’s oldest and largest firms, Nishimura & Asahi is also one of the most active in extending its reach overseas with offices in Bangkok, Beijing, Shanghai, Hanoi, Ho Chi Minh City, Jakarta, Singapore and Yangon.
The firm’s banking team advised the Bank of Tokyo-Mitsubishi UFJ and Mizuho Bank in connection with the LBO financing of Bain Capital’s sponsored vehicle for the acquisition of Asatsu-DK.
In M&A the firm acted as lead deal counsel to Toshiba Corporation on its sale of Toshiba Memory Corporation to KK Pangea, a special purpose acquisition company formed by Bain Capital.
In other highlights the firm acted for Renewable Japan Energy Infrastructure Fund in connection with its IPO; advised Idemitsu Kosan on its global share offering; and advised TonenGeneral Sekiyu on its business integration with JX group.
Key clients of the firm include Toshiba Corporation, Bank of Tokyo-Mitsubishi UFJ, TonenGeneral Sekiyu, Mizuho Bank, KKR, Goldman Sachs, and Daishi Bank.
Paul Hastings is strongest in banking and M&A in Japan where it is ranked highest.
Its banking practice is quite active in the regulatory space and was busy advising Sumitomo Mitsui Trust Club in a series of transactions involving Citi's global corporate card issuance programme in Japan; and advising Gemini in connection with the marketing of crypto currency exchange services in the US for different regulatory laws in Asia.
In M&A the firm acted for JCB International in a strategic alliance arrangement with a number of Indian and Pakistani commercial banks that issue and/or acquire JCB’s payment cards; and advised Citi and Sumitomo Mitsui Trust in Citi’s divestiture of its global card programme business in Japan in the payments card area.
In the research period the firm brought in corporate partner Eiji Kobayashi from Norton Rose Fulbright.
Key clients of the firm include JCB International, Sumitomo Mitsui Trust Club, China Union Pay, Gemini, Citi Cards, Softbank and Kobe Steel.
Not unlike its US compatriots in Japan, Paul Weiss Rifkind Wharton & Garrison is active in M&A and capital markets matters. It is strongest in the capital markets where it routinely handles equity, debt and hybrid securities offerings and the full range of SEC-registered public offerings, rule 144A offerings and private placements, representing Japanese issuers and underwriters.
Mitsubishi UFJ Financial Group is a key client and the firm advised it on in its SEC-registered public offering of TLAC notes; its partial cash tender offers; and its senior notes offering.
The firm has also been strong in pharmaceuticals and private equity, advising Ariad Pharmaceuticals in its acquisition by Takeda Pharmaceutical, and acting for Asia-based private equity firm PAG in its investment in Joyson Safety Systems to fund the acquisition of Takata Assets.
Key clients of the firm include Mitsubishi UFJ Financial Group, Mitsubishi Chemical Corporation, Aioi Nissay Dowa Insurance, Crescent Communities, PAG, and Ariad Pharmaceuticals.
"Their services are high quality and the lawyers are client oriented and worked very hard so that we were able to discuss with them even on short notice. It resulted in favorable negotiation tactics. They provided extremely well structured advice, responded almost immediately and prepared substantiated arguments well by utilizing their strength of cross-border network between the US, Hawaii and Japan." – M&A
In Japan, Ropes & Gray is best known for its M&A and leveraged finance practice.
Highlights include advising Bain Capital and its associated consortium in the auction sale by Toshiba of its semiconductor business; advising the same client on its leveraged tender offer for Asatsu-DK, Japan’s third largest advertising agency; and acting for Bain Capital again, as selling shareholder, in its IPO of Macromill on the Tokyo Stock Exchange.
Bain Capital and Ooedo Onsen Monogatari are key clients of the firm.
Shearman & Sterling is a US firm that focuses on high-end mandates in practice areas it targets – capital markets, M&A and projects – while remaining nimble by not fully embedding itself in the Japanese legal market.
In a food and beverage capital markets mandate the firm advised Danone Probiotics in the Rule 144A/Reg S global offering of common stock of Yakult Honsha. The team also advised Innovation Network Corporation of Japan in the global offering of common stock of Renesas Electronics Corporation.
The corporate team acted for Shiseido Company in the sale by its subsidiary Shiseido Americas Corporation of Zotos International to Henkel Corporation, and advised Japan Nuclear Fuel in its acquisition of 5% equity stakes, along with Mitsubishi Heavy Industries, in New Areva Holding from Areva.
In projects Shearman & Sterling advised the Egyptian government on the development of the El Dabaa nuclear power plant consisting of four reactor units, with a total capacity of 4800MW. It also advised Japan Bank for International Cooperation and Mizuho Bank as lenders and Nippon Export and Investment Insurance in the development and financing of a 350MW solar power project in Andhra Pradesh, India.
The firm’s clientele includes names such as Mizuho Bank, Japan Bank for International Cooperation, Marubeni, Japan Nuclear Fuel, Danone Probiotics, Daishi Bank, and MBK Partners.
"Strengths: seasoned skill and knowledge about project finance and regulation in energy sector. Recognition of behavior of Japanese investor and bank." – Banking and finance
Simpson Thacher & Bartlett’s operation in Japan is lean but extremely efficient, with a reputation for acting in the headline capital markets, private equity and M&A mandates.
This year has been no different as the firm acted for Kohlberg Kravis Roberts & Co (KKR) in a telecommunications mandate where KKR acquired Hitachi Kokusai Electric. The M&A team also advised Goldman Sachs as part of a consortium in connection with the sale of the remaining 49% ownership of Universal Studios Japan to Comcast NBCUniversal.
The firm’s capital markets team has been busy advising Citigroup, Mizuho International and JPMorgan in the secondary offering of shares of Yakult Honsha on the equity side; while on the debt side advising Mizuho Financial Group in its bond offerings.
Key clients of the firm include KKR, Sumitomo Life Insurance Company, Goldman Sachs, Blackstone Group, Citigroup, Mizuho Financial Group, and Morgan Stanley.
"Balanced firm with good partners." – Capital markets
Skadden Arps Slate Meagher & Flom is best known in Japan for its high-end M&A work where it is ranked highest. It operates as a gaikokuho kyodo jigyo (foreign law joint enterprise), which allows it to recruit bengoshi—Japanese qualified lawyers.
Highlights include advising Endurance Specialty Holdings in its acquisition by SOMPO Holdings; advising Sumitomo Mitsui Banking Corporation in its acquisition of American Railcar Leasing from Icahn Enterprises; and advising the underwriters—Nomura International, Merrill Lynch, Pierce, Fenner & Smith, Goldman Sachs International and Mizuho Securities—in a four tranche $5 billion aggregate offering of government-guaranteed bonds by the Japan Bank for International Cooperation.
In the research period the firm lost of counsel bengoshi Hiroshi Miura to Morrison & Foerster.
Key clients of the firm include Nomura International, Bank of America Merrill Lynch, Sumitomo Mitsui Banking Corporation, MBK Partners, Toshiba Corporation, Toyota Industries Corporation and JPMorgan Securities.
Sullivan & Cromwell’s Tokyo office is ranked highest in the equity capital markets, where it acts on SEC-registered offerings to Rule 144A/Reg S offerings involving IPOs, stock exchange listings, primary offerings, secondary offerings, spin-offs, and follow-on offerings.
The firm acted on Japan’s largest IPO in the research period advising SG Holdings, the holding company of the SGH Group, in its IPO and listing on the Tokyo Stock Exchange. It also acted on Japan’s largest follow-on offering last year advising Japan Post Holdings, as issuer, and the Minister of Finance, as selling shareholder, in a global offering of its common stock.
Its M&A team had a strong year in the medical devices sector advising Terumo Corporation in its acquisition from Abbott Laboratories and St. Jude Medical of certain assets and liabilities; while its banking team advised Mitsubishi UFJ Financial Group on a variety of matters regarding the Bank Holding Company Act.
The firm has an impressive roster of clients that include Goldman Sachs Japan, Norinchukin Bank, Mitsubishi UFJ Financial Group, Daiwa Securities Group, SoftBank Group Corporation, Nomura International, and advising Japan Post Holdings.
TMI Associates is the fifth largest law firm in Japan and is sometimes included in the market’s ‘Big Five’ moniker. Historically it had developed its reputation in intellectual property and as a result its corporate team—where it is ranked highest—built its strength in related industries such as IT and pharmaceuticals.
Highlights include advising Chinese private equity fund GSR Capital in its acquisition of Nissan’s lithium-ion battery business, together with all the shares of Automotive Energy Supply Corporation (AESC), a subsidiary of Nissan which had formed a joint-venture with NEC; advising Innovation Network Corporation of Japan (INCJ) on its acquisition of Ambry, a US-based healthcare company that provides genetic testing for inherited and non-inherited diseases; and acting for Sumitomo Mitsui Banking Corporation in BPCE’s issue and public offering of Samurai bonds.
In the research period the firm’s M&A team brought in partner Harumichi Uchida from Mori Hamada & Matsumoto, and lost counsel Akinobu Miyoshi to Kashiwagi Sogo Law Offices.
Key clients of the firm include Sumitomo Mitsui Banking Corporation, Mizuho Securities, Silicon Studio Corporation, GSR Capital, Sumitomo Life Insurance Company and Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development.