Nagashima Ohno & Tsunematsu (NO&T) has in-depth experience and specialist knowledge in handling a wide variety of financial transactions in both the domestic and international financial markets, including fund-raising through issuance of securities, listing of shares and other securities and other capital market transactions, as well as syndicated loans, structured finance, project finance and other transactions. The specialist knowledge, experience and skills we possess enables us to provide prompt and high-quality legal services, ranging from advice on structuring to preparation and/or review of related documentation to advice on the establishment of financial institutions, such as banks, securities houses and insurance companies, as well as their business license procedures and compliance issues.
The liberalization of the structuring of shares and other equity-related securities with the enactment of the Company Law of Japan as well as the enforcement of Financial Instrument and Exchange Law has increased the importance of financial-law related practices including the structuring of financial products more than ever. We believe our expertise, specialist knowledge, experience and skills in the field of financial-law are of great advantage in engaging in the further development of financial practices, products and services.
Capital Markets
We handle a wide variety of transactions related to fund-raising through capital markets. We provide high-quality legal services to domestic and overseas corporations as well as to financial institutions for their large scale fund-raising, and thorough advice on the preparation of disclosure documents, agreements and other related documentation.
Areas in which the firm acts include:
- Foreign bonds issued by Japanese government-related entities and regional public organizations backed by Japanese government guarantees.
- Equity securities of Japanese banks for the purpose of capital adequacy requirements of the Bank for International Settlements.
- Global offerings of shares, bonds, convertible bonds and other securities concurrently involving the US, Euro and Japanese markets.
- Public and private primary and secondary placements and offerings of various types of stock and other securities (including the issuance of foreign bonds) of private companies in the international capital markets, including the US and European markets.
- Primary and secondary offerings of debt securities, particularly the issuance and sale of samurai bonds, shares and depositary shares by foreign governments, foreign governmental agencies and foreign companies in the Japanese market.
- Offerings of derivative products (including repackaged securities) of foreign securities in the Japanese market.
- Placements of domestic and overseas investment trusts.
- Initial Public Offerings (IPO) in Japan and listings by domestic and foreign companies and J-REITs.
- Listings of shares or depositary receipts by Japanese companies on the New York Stock Exchange, London Stock Exchange and other major overseas stock markets (including continuous disclosure thereafter).
- Tender offers for listed shares in relation to corporate M&A transactions.
- Issuance of securities in relation to stock incentive plans or defensive measures for M&A transactions.
Banking
We handle a wide variety of loans and other credit related transactions including those listed below and provide high-quality legal services in rendering advice on structuring and drafting related documentation in response to various fund needs, transaction types and asset categories of domestic and foreign corporations and financial institutions.
Areas in which the firm acts include:
- Syndicated loans.
- Structured finance transactions.
- Project finance transactions.
- Acquisition finance transactions.
- Non-recourse loans of all types.
- Derivatives of all types.
- Aircraft and ship finance transactions.
- Foreign trade finances.
Regulation
We provide a broad range of legal services in this field including the establishment of financial institutions, such as banks, securities houses and insurance companies, and rendering advice on their business license procedures and compliance issues.
Areas in which the firm acts include:
- Providing legal advice to banks, trust banks, securities houses, insurance companies and other financial institutions on their business regulations, regulations on their affiliate companies, capital adequacy requirements and other rules and regulations.
- Providing legal advice on the development of various financial products, including financial derivatives, trusts and insurance products.
- Providing legal advice to foreign securities houses and banks in connection with regulatory procedures to establish and operate their businesses in Japan.
- Providing legal advice relating to obtaining licenses for banking and insurance companies, and registration and regulatory notification of financial instrument firms.
- Providing legal advice relating to registration and regulatory notification of investment management business and investment advisory and agency business.
- Providing legal advice on compliance issues for regulated businesses.