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

Turnaround ADR (1) ~ the most common out-of-court workout process for large companies ~
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

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Structured Finance:News

The Best Lawyers in Japan™ and Best Lawyers: Ones to Watch in Japan™ (2025 edition)
MHM lawyers selected in “Who’s Who Legal: Global Practice Area Report 2023” and “Thought Leaders Report 2023”
Top rankings received from IFLR1000 2023
The Best Lawyers in Japan™ and Best Lawyers: Ones to Watch in Japan™ (2024 edition)
Public Service
Report released by the “Study Group on Finance and Restructuring Practice Utilizing All Asset Security” on an investigation commissioned by the Financial Services Agency in which one of the firm’s attorneys-at-law was involved

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Structured Finance:Seminars

Mar. 30, 2023External Seminars
"4th Asia-based International Financial Law Conference 'Session two: Fintech’s impact on Asian financial markets I: the regulatory and legislative developments in STO and digital exchanges' "
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

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Structured Finance:Publications

"JAPAN: An Introduction to Capital Markets: Domestic: J-REITs"
Magazine Article
"Agreements and Covenants Between Companies and Shareholders: Practical Notes Regarding Revisions to the Mandatory Disclosure of 'Material Agreements'"
"Collection of Treatises on Commercial Law Ⅲ: Treatises on Finance Law (Part 2) - Trusts, Insurance, and Securities"
"Getting the Deal Through - Real Estate Investment Trusts 2023 - Japan Chapter"
"Cryptoassets Law (2nd ed.)"

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