Japan

  • Editorial

  • In-house interviews: Meeting Japan's tough banking challenges

    Financial institutions in Japan are tackling the regulatory and commercial challenges that all market players face. Apart from trying to win mandates in Tokyo’s increasingly competitive market, the foreign investment banks must also be careful not to fall foul of tough local regulators. IFLR spoke to general counsel at prominent banks in Tokyo about what should be done to revive the economy, how to overcome tough compliance challenges and whether Japan should set up an independent regulator.

  • About the contributors

  • Why reforms to the Commercial Code will fuel economic growth

    Foreign private equity investors should welcome reforms to stock and share regulation, stock options and corporate governance. Mitsuhiro Kamiya and Timothy Wilkins of Freshfields explain how the Japanese economy will benefit

  • Why Japan's new corporate separation law is increasing restructurings

    Eliminating many of the barriers to a Japanese company de-merging in an efficient way has created a flurry of corporate re-organizations. Dale Araki, Jason Cohen and Kosei Watanabe of O'Melveny & Myers/Watanabe Kokusai analyze how the new process works and why it should be used

  • How to buy a Japanese company

    Michael Yoshii, Koji Ishikawa and Hiroki Kobayashi of Latham & Watkins/Kyobashi International Law Office explain the different ways foreign investors can buy a Japanese company, as well as the corresponding hurdles to overcome

  • Stock options: entering a new stage

    Recent reforms are expected to give Japan similar flexibility as that available in Europe and the US when using stock options. Hirohito Akagami and Akito Takahashi of Anderson Mori discuss how far the new provisions facilitate new kinds of business relationships, innovative investment and takeover structures, more cost-effective financing and services, and employee and officer incentive plans

  • Using private action for injunctive relief under the Antimonopoly Law

    Japan's antitrust reforms are intended to crack down on violations of the Antimonopoly Law and give more adequate remedies to aggrieved parties. Companies must be careful not to expose themselves to the new risks of a private action filed by consumers and competitors as well as the risks of a possible injunctive order by the Japan Fair Trade Commission. By Shinya Watanabe and Hiroshi Kobayashi of Jones Day

  • Tapping Japan's retail equity markets with and without listings

    There are speed and cost benefits for some foreign companies in making public offerings without listings in Japan, but listed offerings have other advantages. Ken Takahashi and Thomas Dreves of Tokyo Aoyama Aoki Law Office - Baker & McKenzie (qualified joint enterprise office) explain the options to potential issuers looking to access retail investors in Japan

  • The struggles in meeting the new convertible bonds requirements

    Amendments to the Commercial Code have abolished rules allowing the issuance of stock options, warrants in warrant bonds and conversion rights in convertible bonds. New rules allow the issuance of stock acquisition rights. Hiroyuki Ishizuka and Yutaka Kitamura of Nagashima Ohno & Tsunematsu explain the pros and cons of the new concept

  • The development of Japanese real estate investment trusts

    Hidetaka Mihara, Naohiro Nishimura and Kenji Utsumi of Nagashima Ohno & Tsunematsu outline the regulations for Japanese real estate investment trusts and suggest what to look out for when structuring these investment vehicles

  • The emergence of Private Finance Initiative deals in Japan

    The Japanese government has encouraged the use of private finance to develop public infrastructure through a series of reforms. But Masanori Sato of Mori Hamada & Matsumoto says there are still uncertainties regarding step-in rights and security packages to overcome

  • Legislative changes look to boost Japanese securitization

    Changes to Japanese laws relating to insolvency, asset purchase and enforcement practices, and the management structure of special purpose companies are among the recent developments expected to increase the number of securitized products on the market. By Noboru Suwa of Mori Hamada & Matsumoto

  • Using a Cayman Islands vehicle for Japanese securitizations

    Cayman Islands special purpose companies are common in Japanese structured finance transactions. David Egglishaw, Skip Hashimoto of Walkers SPV Limited review recent market trends in part 1, Wayne Panton and Jonathan Culshaw of Walkers explain the continued benefits of using Cayman offshore vehicles in part 2

  • How Japanese companies can benefit from Irish investment vehicles

    Ireland's regulatory environment is attractive for both fund management companies and originators of asset-backed deals from Asia. Irish investment vehicles offer advantages in terms of tax treatment, flexibility, transparency and robustness, say Mark Thorne and Conor Houlihan of Dillon Eustace