Financial Restructuring
Financial restructuring and insolvency is our signature practice in Tokyo. Our Tokyo team has a renowned track record in major Japanese domestic insolvencies and workouts as well as high profile cross-border transactions involving numerous jurisdictions, leading Chambers Asia to honor Bingham with a standalone top-tier ranking for restructuring and insolvency in Japan in their 2008 edition. The team is headed by Hideyuki Sakai, managing partner of the Tokyo office and one of Japan’s leading authorities on insolvency and financial restructuring, as well as prominent practitioners Mitsue Aizawa, Fujiaki Mimura and Yutaka Kimura. Our capability in Tokyo, which bolsters Bingham’s renowned restructuring and insolvency practice, allows us to meet the needs of our clients on a global scale. Capitalizing on strong ties with the Japanese bankruptcy court, we advise trustees, sponsors and debtors on regional cases.
Recent restructuring and insolvency matters include:
- Representing the trustee on numerous Japanese domestic insolvency cases
- Advising as special foreign counsel in a major U.S. Chapter 11 case involving a major Japanese Corporation
- Representing Japan’s largest financial institution on international workouts
- Representing a Japanese securities trading firm in its voluntary liquidation and bankruptcy petition
- Advising on the civil rehabilitation of a major manufacturer
- Representing life insurance companies in corporate reorganizations
Corporate/M&A/Finance
Our corporate and finance practice in Tokyo offers a wealth of experience on international and domestic M&A transactions. The team — which includes partners Mitsue Aizawa, Hideyuki Sakai, Hiroyuki Kanae, Yoshihito Shibata and Mie Fujimoto, all of whom have extensive experience in corporate and finance transactions — also provides advice on investment and securities law issues faced by private equity firms and hedge funds. Our clients include investment banks; trading companies; securities, insurance and leasing companies; venture capital and investment firms; investment funds and servicers; steel producers; mining companies; chemical, pharmaceutical and equipment manufacturers; food companies; household-product producers; general merchandise retailers; nationwide discount merchandisers; general contractors and developers; and communications, information technology and business-consulting companies.
Recent corporate matters include:
- Advising on numerous acquisition matters relating to domestic Japanese companies including the merger of two companies listed on the Tokyo Stock Exchange
- Representing listed and unlisted Japanese corporations on shareholder and corporate governance matters
- Representing private equity funds on their investments in financial and manufacturing companies
- Representing a number of investment funds in major investments in Japan
- Advising on acquisitions by major Japanese companies of U.S. companies and facilities worldwide
- Advising on a matter relating to a major divesture of nationwide facilities by a major Japanese corporation
- Advising a major U.S. insurance company on insurance regulatory and employment issues
Antitrust and Trade Regulation
We advise clients on cases relating to the Japanese Anti-Monopoly Law in M&A, joint ventures, technology licensing, distribution and franchise and other trade regulation issues, as well as representation before the Japan Fair Trade Commission in major Japanese cases. Our antitrust lawyers include Hiroshi Iyori, a former JFTC official who is one of Japan’s pre-eminent authorities on Japanese anti-monopoly law, as well as partners Yoshihito Shibata and Harumi Kojo. Together with our other offices, we have represented clients in numerous international price-fixing, merger and international cartel cases.
Recent notable antitrust matters include:
- Representation relating to two major antimonopoly law cases before the Japan Fair Trade Commission
- Advising on cross-border price-fixing matters with significant effects upon the transportation industry
- Advising major U.S. and Japanese manufacturers on their distribution and retail sales agreements and policies
Litigation and Dispute Resolution
Our Japanese litigation group represents major corporations and individuals in some of the largest cases in Japan. We have lawyers with broad experience in domestic, civil, commercial, insolvency, product liability, intellectual property, employment, product liability litigation, mediation and arbitration, including former judges Toshiji Sato (former chief judge of the Yokohama District Court), Harumi Kojo and Atsushi Yamada. Our Tokyo lawyers work closely with our other offices on complex cross-border and international litigation and arbitration as well as discovery and jurisdictional issues. Highly skilled in planning and executing efficient e-discovery strategies, we provide value in an area of litigation that can often lead to significant business disruption and costs.
Recent notable cases include:
- Representation relating to a major Japanese domestic litigation claiming securities and corporate law violations involving aggregated claims of hundreds of millions of dollars
- Representation relating to disputes regarding the ownership of the controlling shares of one of Japan’s largest transportation companies
- Representation relating to a U.S. product warranty case involving Japanese electronic components alleging hundreds of millions in damages
- Representation relating to a major insolvency and creditor rights related litigation
Intellectual Property
Bingham has a skilled team to enforce intellectual property rights against infringement, dilution, misappropriation and license violations. Tokyo partner Harumi Kojo, a well-known intellectual property lawyer who served as a judge in the Tokyo High Court’s Intellectual Property Division from 2001 to 2005, leads a Tokyo office team of lawyers who focus primarily on IP litigation, including patent, trademark, design patent, copyright, antitrust and unfair competition. The team actively advises on infringement and validity issues, licensing, technology and other related agreements.
Recent notable IP cases include:
- Representation of a U.S. client in the IP High Court and the Japanese Patent Office in relation to patents relating to semiconductor manufacturing equipment
- Representation relating to a patent infringement and validity analysis regarding exercise of IP right in connection with information technology equipment
- Representation relating to an appeal before the Japanese Intellectual Property High Court of a Japan Patent Office invalidity determination relating to a resin patent
- Representation of a major cellular phone company in relation to patent infringement suit
- Representation in relation to a patent infringement suit involving a patent relating to semiconductor laser devices
Investment Funds Practice
Together with our Hong Kong, U.K. and U.S. offices, our Tokyo office has extensive experience providing a variety of services relevant to investment fund formation and operations. The team includes partner Kenji Hirooka and special counsel Toshikazu Sakai. Moreover, the team’s cross-border capabilities are bolstered by support from Tokyo-based partner Hisayo Yasuda and Hong Kong-based partner Anne Marie Godfrey. Our experiences include work for pooled investment vehicles, hedge funds and private equity funds, for whom we provide advice regarding Japanese regulatory requirements relating to licensing and the offering and sale of offshore and domestic funds.
Labor and Employment
Led by Mie Fujimoto, our labor and employment practice in Tokyo primarily represents employers in a wide variety of matters including preparation of employment and other labor-related agreements; labor union disputes, unfair labor practice claims and legal opinions for the Labor Standards Inspection Office; representative work in labor committees, dispute settlement committees and trials (preservation, litigation, labor trials); labor issues in insolvency and business restructuring cases; employee tort; preparation of office employment regulations and other company rules and regulations; and research of labor issues and practical guidance regarding labor management, among others.
Real Estate
Bingham Tokyo has a leading, full-service real estate practice involving both Japanese and U.S. qualified lawyers. We are active in the areas of real estate sales and purchases, financings, securitizations, REITS, and leasing and development transactions. We also routinely handle real estate matters in connection with mergers and acquisitions, joint ventures, and other commercial transactions, as well as in connection with bankruptcy, financial restructuring and similar proceedings. Our clients include foreign and domestic institutional investors, lenders, developers, merchant builders and major companies.
In our real estate financing, securitization and REIT practices, we assist investors in structuring, financing, acquiring and managing commercial and residential properties in both domestic and cross-border transactions. In addition, we assist investors with legal due diligence, opinions including complex true sale and bankruptcy remoteness issues, and devising acquisition structures for real estate in mergers and acquisitions, including distressed transactions, in both domestic and cross-border transactions.
We conduct sales of industrial structures, residential properties and commercial properties in connection with bankruptcy, civil rehabilitation, corporate reorganization, special liquidation and voluntary liquidation as part of the disposition of assets during such proceedings. We serve as bankruptcy trustee or in such other capacities that are central to dispositions and restructurings involving real estate.
Certain representative transactions:
- Bulk sale by auction of real property and assignment of trust beneficiary rights as part of a corporate reorganization for a total approximate value of JPY150 billion
- Sale of office/condominium building and assignment of trust beneficiary rights as part of a corporate reorganization for a total approximate value of JPY40 billion
- Sale of office building and assignment of trust beneficiary rights as part of a corporate reorganization for a total approximate value of JPY23.7 billion
- Sale of office building and assignment of trust beneficiary rights as part of a corporate reorganization for a total approximate value of JPY17 billion
- Sale of real property and town redeveloper rights and interests as part of a corporate reorganization for a total approximate value of JPY9.5 billion
- Sale of office building and assignment of trust beneficiary rights as part of a corporate reorganization for a total approximate value of JPY6 billion
- Sale of an electric furnace plant in Ibaraki for a total approximate value of JPY390 million
- Sale of a shoe plant in Chiba as part of a corporate reorganization for a total approximate value of JPY1.35 billion
- Sale of more than 10 structures as part of a voluntary liquidation for a total approximate value of JPY20 billion
- Service by a member of the firm as a board member for a J-REIT
- Sale of a casting plant (foundry) in Kawaguchi for a total approximate value of JPY 2.35 billion
- Sale of an equipment production plant in Kawasaki for a total approximate value of JPY3.14 billion
- Purchase of a structure located on the real property of a company undergoing reorganization for a total approximate value of JPY150 billion
- Assisted as purchaser’s adviser in a purchase of assets, including a golf club, in a civil rehabilitation process for a total approximate value of JPY776 million
- Legal due diligence in connection with a purchase of hotel real property for a total approximate value of JPY2 billion
- Sale of an electric furnace plant in Chiba as part of a voluntary liquidation for a total approximate value of JPY3.30 billion
- Purchase of assets, including a golf club, in a civil rehabilitation process for a total approximate value of JPY440 million
- Legal due diligence in connection with a purchase of hotel real property for a total approximate value of JPY400 million
- Legal due diligence in connection with a purchase of commercial properties for a total approximate value of JPY300 billion
- Transfer of real property and trust beneficiary rights to an SPC for a total approximate value of JPY3.4 billion
- Sale of assets, including golf club, in a bankruptcy proceeding for a total approximate value of JPY530 million
- Sale of an office and plant in Saitama as part of a voluntary liquidation for a total approximate value of JPY300 million
- Sale of a residence in Shizuoka as part of a voluntary liquidation for a total approximate value of JPY550 million
- Advice and issuance of legal opinion on a real property securitization structure for JPY500 million with attention to issues including bankruptcy remoteness and true sale character
- Advice and issuance of legal opinion on a real property securitization structure for JPY1.2 billion with attention to issues including bankruptcy remoteness and true sale character
- Purchase of a structure and land in Tokyo for a supermarket for a total approximate value of JPY200 million
- Purchase of a golf club through a new capital increase following a 100 percent capital reduction for a total approximate value of JPY250 million
- Sale of hotel real property for a total approximate value of JPY4.95 billion
- Sale of a plant and office building for a total approximate value of JPY1.5 billion
- Transfer of hotel real property through corporate split of business for a total approximate value of JPY200 million
- Sale of a structure held by a pachinko parlor in Tokyo for a total approximate value of JPY240 million
- Legal due diligence review of real estate-related rights and contractual arrangements in connection with a purchase of shares of a company located in Niigata for a total approximate value of JPY500 million
- Representation in the financing and preparation of franchise and management contracts for a luxury hotel with a major international hotel chain
- Representation of an offshore investor in structuring and acquiring portfolios of residential lease properties through a TMK
- Representation of major IT and commercial companies in connection with collocation, office and commercial leases
- Representation of client in structuring real estate investments using the GK-TK scheme
Compliance
Our lawyers have advised on general corporate compliance, shareholders’ rights and risk management matters, investigations into corporate scandals, negotiation and the preparation of various agreements (such as work delegation agreements, distributorship agreements, license agreements, joint venture agreements and investment agreements) regarding domestic and international company-to-company transactions, securitizations, legal opinions, raising funds for the issuance of new shares or stock acquisition rights, planning for establishing internal control systems, shareholders' meetings, labor practices, changes to a corporate pension system, medical and public-service corporations and services regarding corporate inspections, among others.
Worldwide Representation in Japan-related Matters
Our Japanese Practice Group, Bingham McCutchen Murase, has for 50 years handled complex cross-border transactions and legal matters involving Japan. The group excels at providing strategic legal, business and governmental advice crucial for success in business operations.
The group’s lawyers in our New York, Washington, Los Angeles, San Francisco, London, Hong Kong and Tokyo offices advise and represent major U.S. and European companies in Japan and Asia, as well as nearly 500 Japanese-affiliated companies — including more than 35 of the FORTUNE Global 500 corporations.
Our network of relationships in Japan and Asia provides strategic insight vital to companies establishing or acquiring businesses in the region. We provide in-depth, practical advice on legal, business and governmental relations and help clients navigate the unique cultural framework of the region. Our lawyers have distinguished and diverse backgrounds in the American and Japanese bars, and have worked within major Japanese financial institutions, companies and the government.
Due to the diverse nature of the practice, the group offers teams of professionals with broad experience in cross-border matters, including mergers and acquisitions, project finance, financial transactions, joint ventures, complex litigation, intellectual property, governmental relations and financial regulatory matters.