Japan Practice

Our Approach

Davis Polk has been active in Japan for over 90 years with an office in Tokyo since 1987. Our Japan practice focuses on major cross-border transactions involving most sectors of the Japanese economy. We advise a broad range of clients, including Japanese corporations whose shares are listed on the U.S. and Japan securities exchanges, major Japanese banks and insurance companies, non-bank financial companies, as well as industrial, retail, technology and pharmaceutical companies. We also represent U.S. and other multinational corporations and financial institutions with regard to their Japan businesses.

Professionals in our Japan practice collaborate across our offices and are among the Tokyo market’s top legal advisers – with a particular concentration in representing financial institutions and technology companies.

Recognition

  • Finance Asia Japan Achievement Awards 2016/2017:
    • “Best Law Firm”
    • “Deal of the Year” and “Best M&A Deal” (ARM acquisition by SoftBank)
  • Asian Legal Business Japan Law Awards 2017:
    • “Japan Deal of the Year,” “M&A Deal of the Year (Premium)”
    • “Technology, Media and Telecommunications Deal of the Year” (ARM acquisition by SoftBank)
  • Chambers Asia-Pacific – “This team fields outstanding experts with extensive knowledge of various markets throughout the Asia-Pacific region. It continues to assist blue-chip corporations on global debt and equity offerings.” 
  • IFLR1000 – “Davis Polk & Wardwell has a leading foreign capital markets practice in Japan and has had another strong year acting in the top mandates available to the market in equity and debt … The foreign M&A practice consolidates its position in Tier 1 after another strong year.” 
  • Chambers Asia-Pacific – Japan:
    • Band 1 in Capital Markets: International: U.S. Law 
  • IFLR1000 – Japan:
    • 1st Tier in Capital Markets: Debt: Foreign Law
    • 1st Tier in Capital Markets: Equity: Foreign Law
    • 1st Tier in M&A: Foreign Law 
  • The Legal 500 – Japan:
    • 1st Tier in Capital Markets: International Firms and Joint Ventures
    • 2nd Tier in Corporate and M&A: International Firms and Joint Ventures 
  • 2015 Dealwatch Awards:
    • “Offshore Bond of the Year” (Central Japan Railway offering)
    • “J-REIT Deal of the Year” (LaSalle LOGIPORT REIT global IPO)

Download our Japan Practice Brochure >

2016/2015 Capital Markets Offerings

  • Metropolis of Tokyo ("MoT") bond offering. We advised MoT on its debut Rule 144A/Regulation S offering of $1 billion of 2.000% bonds due 2021. The offering was MoT’s first U.S.-directed offering as a stand-alone issuer.
  • Mizuho Financial Group TLAC notes offering. We advised the joint lead managers on the debut Rule 144A/Regulation S offering by Mizuho Financial Group, which consisted of $1.75 billion of 2.632% senior notes due 2021, $1.75 billion of 3.477% senior notes due 2026 and $500 million of floating-rate senior notes due 2021. The notes are structured to count as total loss-absorbing capacity TLAC notes under banking regulations in Japan.
  • Sumitomo Mitsui Financial Group TLAC notes offering. We advised Sumitomo Mitsui Financial Group on its debut SEC-registered offering, which consisted of $1.75 billion of 2.934% senior notes due 2021, $1.5 billion of 3.784% senior notes due 2026 and $750 million of floating-rate senior notes due 2021. The notes are structured to count as TLAC notes.
  • LaSalle LOGIPORT REIT global IPO. We advised the joint lead managers on LaSalle LOGIPORT REIT’s ¥106.2 billion (US$935 million) global IPO of investment units, including an offering outside Japan pursuant to Rule 144A and Regulation S.
  • Central Japan Railway Company senior notes offering. We advised the joint lead managers on a debut Rule 144A/Regulation S offering by Central Japan Railway of $300 million of 4.25% senior notes due 2045. Central Japan Railway is one of the largest railway companies in Japan.
  • Sumitomo Mitsui Trust Bank guaranteed secured obligation program. We advised Sumitomo Mitsui Trust Bank in connection with establishment of a $5 billion guaranteed secured obligation program for SumitG guaranteed secured obligation issuer D.A.C., an Irish SPV set up to issue “covered” bonds guaranteed by SMTB and a major financial services institution and secured by a pool of eligible fixed income assets. We advised SMTB on the program and debut offering of $500 million of 2.251% guaranteed secured bonds due 2020.
  • Meiji Yasuda Life Insurance Company subordinated notes offering. We advised the joint lead managers on the debut Rule 144A/Regulation S offering by Meiji Yasuda Life of $2 billion of 5.20% step-up callable subordinated notes due 2045. Meiji Yasuda Life is one of the largest life insurance companies in Japan.
  • Nippon Life Insurance Company subordinated notes offering. We advised Nippon Life on its Rule 144A/Regulation S offering of $1.5 billion of 4.70% step-up callable subordinated notes due 2046. Nippon Life is the largest private life insurance company in Japan.
  • JFM debt offerings. We advised Japan Finance Organization for Municipalities on several benchmark Rule 144A/Regulation S takedown offerings of senior notes. JFM is a public sector financial institution and a key source of long-term financing to Japanese local governments.

Recent M&A and Private Equity Matters

  • Sumitomo Mitsui Trust Bank acquisition of Citi Cards Japan. We advised Sumitomo Mitsui Trust Bank on its acquisition of Citi Cards Japan, which operated Citigroup’s credit card business in Japan.
  • Higashi-Nippon Bank business integration with Bank of Yokohama. We advised SMBC Nikko Securities as financial adviser to Higashi-Nippon Bank in connection with its business integration with Bank of Yokohama. The transaction involved registration with the U.S. Securities Exchange Commission on Form F-4.
  • Comcast NBCUniversal acquisition of majority ownership of Universal Studios Japan. We provided advice to Comcast NBCUniversal on its acquisition of 51% ownership of Universal Studios Japan in a recapitalization transaction.
  • Daiichi Sankyo acquisition of Ranbaxy by Sun Pharma. We advised Daiichi Sankyo on the $4 billion acquisition of Ranbaxy Laboratories by Sun Pharmaceutical.
  • Daikin acquisition of Goodman Global. We advised Daikin on its $3.7 billion acquisition of Texas-based Goodman Global from affiliates of Hellman & Friedman. Daikin is an Osaka-headquartered global leader in HVAC products.
  • Mitsubishi UFJ Lease & Finance acquisitions of Engine Lease Finance and Beacon Intermodal Leasing. We advised Mitsubishi UFJ Lease & Finance on its $370 million acquisitions of Engine Lease Finance (an aircraft engine managing and leasing company) and Beacon Intermodal Leasing (a global marine container leasing company) from Bank of Tokyo-Mitsubishi UFJ.
  • Shionogi strategic collaboration with Egalet. We advised Shionogi in connection with a license agreement and related investment in Egalet.

Recent Litigation Matters and Investigations

  • Elpida Memory in Chapter 15 proceeding. We advised the court-appointed trustee of Elpida Memory, a debtor in a corporate reorganization proceeding in Japan, in obtaining the first-ever recognition by a U.S. Bankruptcy Court of a Japanese plan of reorganization (under Chapter 15 of the U.S. Bankruptcy Code).
  • U.S. Enforcement and Regulatory Matters. We regularly represent leading Japanese multinationals in regulatory and enforcement matters, including matters involving the United States, SEC, DOJ, FTC, OFAC and other regulatory organizations.