Finance
Fundraising and investment are indispensable for corporate economic activities, and laws and regulations are becoming more and more versatile in response to diversity, complexity, and internationalization of the funding and investment method.
Companies planning to raise funds must explore the possibilities of the direct financing, such as corporate loans from domestic and foreign financial institutions and project finance and structured finance which may limit the liability, as well as the issuance of various types of bonds and capital increases (issuance of various types of shares) as methods of raising funds from the market. In the process of making such decisions, the plan, legal procedures, schedule, and procurement costs are all considered simultaneously.
We work with our clients from the early stages of the process, consulting with certified public accountants, tax accountants, real estate appraisers, and other experts as necessary, negotiating the terms and conditions with the parties involved, and providing the various services necessary to make this happen.
In addition, methods of disposing of idle assets and specific businesses through selection and consolidation, as well as asset securitization and liquidation as pure investment activities, are becoming more common, and we provide legal advice to each stakeholder necessary for the realization of such activities, including the preparation of contracts and other documents, and represent them in administrative procedures.
For financial institutions that provide loans to these borrowers, we provide advice on structuring loans that suit the borrowers' attributes and intended use of funds, and provide documentation services, including loan agreements and appropriate collateral agreements, with terms that avoid or resolve legal and economic risks after reviewing them. We also provide legal services for preparation of syndicated loans, which are loans co-financed by multiple financial institutions, as needed.
In addition, we provide advice on legal issues related to the operations of financial instruments business operators and internal compliance measures, and prepare the necessary documentation.
Fund Procurement Services
- Legal risk assessment, advice on plan structuring, negotiation of terms and conditions with financial institutions, implementation of necessary legal procedures, and preparation and review of contracts and other documents (corporate loans, project finance, structured loans, syndicated loans, and any other type of loans) for financing from financial institutions for working capital, capital investment, new business development, joint ventures with other companies, M&A financing, and other purposes.
- Advice on structuring asset securitization and liquidation plans (including financing methods) for real estate, copyrights, intellectual property rights, receivables, verification of legal procedures, implementation of legal due diligence, negotiation with relevant stakeholders, necessary documentation, representation in administrative procedures, and so on.
- Advice on verification and implementation of legal procedures for issuance of corporate bonds (including straight bonds, bonds with stock acquisition rights, convertible bonds, and other types of bonds) and shares (including ordinary shares and class shares), and documentation
Loan-related services
- Advice on structuring loans suited to the attributes of the borrower and the intended use of the funds, and documentation services for loan agreements and related security agreements (corporate loans, all forms of project finance, structured finance, syndicated loans, any other type of loans)
- Conducting legal due diligence in connection with asset securitization/securitization plans and M&A financing
- Various legal services for trust companies when trusts are chosen in asset securitization/securitization (including documentation services related to trust agreements)
Financial Instruments Transaction Business
- Advice on business legal issues, review of relevant documents, and advice for compliance for financial instruments business operators engaged in Type 1 (as defined in Japan by Article 28 of the Financial Instruments and Exchange Act) financial instruments business, Type 2 (likewise, as defined in Japan by Article 28 of the Financial Instruments and Exchange Act) financial instruments business, investment advisory and agency business, and investment management business
- Review of documents that financial instruments business operators are legally required to prepare and deliver