Structured Finance

Practical solutions for challenging transactions

We have been a leader in Japanese structured finance practice from the early days of the development of that industry in Japan, and have served in a major role in a number of challenging transactions that were the first of their kind in Japan. We have advised on transactions ranging from traditional securitized and liquidated products backed by receivables, such as accounts receivable, lease receivables, credit card receivables, and loans (residential mortgages and consumer loan receivables), to more innovative transactions such as securitizations of nonperforming loans, commercial mortgage-backed securities, collateralized debt obligations (CDOs), and synthetic CDOs. Recently, we have been increasingly handling innovative transactions involving intellectual property and whole business securitizations.

We also handle a wide range of transactions that originate in the private sphere and that are publicly financed, including fiscal investment and loan programs (FILPs).

A rising trend in structured finance transactions are transactions involving both corporate finance and asset or project finance, such as M&A or management buyout transactions by way of business securitization techniques. In these transactions, we take the lead in designing new transaction structures, taking full advantage of flexibility now provided by the Companies Act, such as class rights shares and stock acquisition rights. Furthermore, we are active in analyzing and reviewing new transaction structures, such as those involving covered bonds and self-administered trusts.

Our expertise enables us to handle all aspects of structured finance transactions, including advising on the structuring of transactions, analyzing or reviewing legal issues in connection with relevant laws and regulations, preparing agreements and disclosure documents for investors, negotiating with rating agencies and other relevant parties, and delivering legal opinions. In addition to advising in the initial structuring of transactions, we are also often engaged to advise in situations in which an originator or servicer unwinds or goes out of business. In these events, we assist with the preservation of creditor’s rights and negotiations with the relevant parties such as court appointed receivers.

Our Structured Finance Practice focuses on providing creative and practical advice and solutions, as appropriate, in a complex practice area.

As a leader in the structured finance field, we are also active in the development of relevant laws and regulations and the establishment of proper market practices, through participation in various committees, councils, forums, and societies comprised of regulators, market participants, and other relevant parties.

Structured Finance:People

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Structured Finance:Newsletters

Reform of the Article 63 Exemption under the FIEL – from a real estate fund practice perspective
Proposed Reform of the Article 63 Exemption under the FIEL from a real estate fund perspective
Towards J-REITs’ Acquisition of Overseas Real Property
Revised Bill for the Amendment of the Real Estate Specified Joint Enterprise Law
Proposed Reform of the Real Estate Specified Joint Enterprise Law - "GK-TK Structure" with a GK owning a real property in fee

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Structured Finance:News

High Evaluations Received From Euromoney's Banking, Finance & Transactional Law Expert Guide 2021
Top Rankings Received from IFLR1000’s 31st edition
13 of our lawyers were selected as Japan’s Top 100 Lawyers 2021 in Asia Business Law Journal
Lawyers from Mori Hamada & Matsumoto were included in the 12th edition of The Best Lawyers in Japan™
Public Service
MHM advised on financing for a biotech venture company utilizing a value securitization scheme

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Structured Finance:Seminars

Jul. 4, 2017External Seminars
"Comparative Analysis of the Legal Framework and Market Practice for Infrastructure/PPP in Australia/UK and in Japan"
Feb. 15, 2017External Seminars
"Derivatives in Securitization"
Nov. 1, 2016External Seminars
"Law and Practice of Credit-linked Loans"
Jun. 15, 2016MHM Seminars
Credit-linked loans
May 13, 2016External Seminars
"Law and contract of credit-linked loans"

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Structured Finance:Publications

"Getting the Deal Through - Real Estate Investment Trusts 2022 - Japan Chapter"
Magazine Article
"Amendment to the Civil Code and Real Property Registration Act (Regarding Land of Unknown Ownership) (Part 2)"
Magazine Other
"Analysis of Laws: Amendment to the Civil Code and Real Property Registration Act to Facilitate Utilization of Land of Unknown Ownership"
"Commentary: Measures for Land of Unknown Ownership 3 - Vesting Unnecessary Land in the National Treasury (Act on Vesting Succeeded Land in the National Treasury, etc.)"
"Commentary: Measures for Land of Unknown Ownership 2 - Mandatory Registration of Succession (Amendment to the Real Property Registration Act)"

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