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The ambiguity in intercreditor agreements

In Japanese structured finance transactions, limited liability chukan hojin (yugen-sekinin-chukanhojin) have been used as parent companies holding the voting interests of special purpose vehicles (SPVs), the latter holding the assets underlying the transactions: that is, they function as Cayman charitable trusts for Cayman SPVs. On December 1 2008, the Shadanhojin Act (Ippan Shadanhojin-Ippan Zaidanhojin Hou) will take effect, and the law governing the chukan hojin will be repealed. Accordingly, existing limited liability chukan hojin will automatically turn into ippan shadanhojin.

A primer on recent, traditional deals

An old clause rears its ugly head

Law firm strategy around the world

It was not until the present century that hostile takeovers became a real issue in Japan. Shintaro Takai and Keiji Tonomura of Nagashima Ohno & Tsunematsu outline some defensive measures

Hiroki Aoyama of Mori Hamada & Matsumoto outlines recent developments and legal issues, with a particular focus on hybrids that are treated as debt for tax purposes but as equity for other purposes

Yutaka Sakai of TMI Associates considers a model case of a business trust using declarations of trust and gives an example of a business trust instrument

Saori Hanada, Miki Ono and Eiichiro Hata of Atsumi & Partners provide an overview of the main types of insolvency proceedings in Japan and how they affect securitisation projects

Which derivatives are evolving to survive?