In the Tokyo market, Anderson Mori & Tomotsune has one of the leading real estate practices, with experienced bilingual lawyers capable of advising on a broad range of real estate activities in Japan, including the sale and purchase of real property, commercial leasing, and large-scale real estate development. We have particular strength in complex real estate finance, often advising the top lenders and investors that compete in this market on both debt and equity transactions. Our real estate practice team is complemented by the lawyers in our tax practice with whom we collaborate on the development of tax efficient real estate investment structures. With respect to equity markets, we have been engaged in numerous transactions relating to the J-REIT market since its introduction in 2001. In addition to our transactional practice, we provide real estate related regulatory advice, particularly with respect to the application of the Financial Instruments and Exchange Act to real estate investment activities in Japan.

Real Estate Transactions/Real Estate Investment

Our firm handles a wide range of real estate transactions, from basic transactions such as the sale and lease of real estate, to more complex matters such as property management, real estate construction and development projects, and urban redevelopment projects using land readjustment and urban renewal methods. We cover various types of real estate, including office buildings, residential properties, commercial facilities, logistics hubs, hotels, senior living communities, hospitals, amusement centers, student dormitories, data centers, and infrastructure assets such as power plants. Real estate legal issues are diverse. Even in a straightforward building sale, complexities can arise, such as sectional ownership and co-ownership rights, regulatory challenges under the Real Estate Brokerage Act, various building codes, other administrative regulations, and tax implications. Additionally, land rights often extend beyond simple ownership to include leasehold rights and superficies, each presenting unique challenges. Furthermore, real estate transactions often take the form of sale of trust beneficiary interests, which bring additional considerations under the Trust Act, the Trust Business Act, and the Financial Instruments and Exchange Act. Our firm boasts a team of experienced lawyers who have handled numerous legal issues across diverse real estate transactions. We provide foresighted advice that anticipates practical problems, taking into account the unique circumstances surrounding each property. From the standpoint of Corporate Real Estate (CRE) strategy, we also support transactions aimed at maximizing real estate value. The legal framework related to real estate in Japan often differs fundamentally from overseas legal systems, making it one of the more challenging areas to explain accurately to international clients. However, our extensive experience enables us to clearly advice on Japan's real estate legal system to international clients while considering international legal systems. We are also fully equipped to communicate in English seamlessly. Furthermore, our firm has played a pivotal role in the formation of real estate investment funds and the development of securitization schemes as platforms for real estate transactions since the industry’s early days in Japan. We have led the industry from a legal perspective in highly innovative and pioneering fund and securitization structure formation projects, including Real Estate Security Token Offerings (STOs). We have extensive experience in forming funds and securitization schemes for investment and development in various types of real estate, providing non-recourse loans to these funds and securitization vehicles, establishing commitment lines, and securitizing real estate-backed loans (CMBS). We also have considerable experience in handling disputes and negotiations between parties that arise post-formation of these projects and in dealing with bankruptcies of related parties. Leveraging our experience and proven track record, we provide services from all aspects to domestic and international lenders, fund sponsors and investors, asset management companies, rating agencies, and other clients. These services include examining and advising on legal issues related to structuring, conducting risk analysis, drafting various contracts and disclosure documents, engaging in contract negotiations, and preparing legal opinions.

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Real Estate Finance

Anderson Mori & Tomotsune is one of the most experienced law firms in this area in Japan, with a long history of helping our clients successfully execute real estate finance transactions in this country. With the deep knowledge and experience we have accumulated, we examine and advise on legal issues in structuring, provide documentation services, negotiate contract terms, prepare legal opinions and provide other legal support for the benefit of our clients, including international and Japanese financial institutions acting as financiers, borrowers and other parties to real estate finance transactions. We have extensive and successful experience in wide varieties of transactions in terms of both types of real estate and structures. We provide advice on financing for acquisition of, and development and securitization of, all types of income-producing real estate, including office buildings, residential real estate, commercial facilities and logistics facilities as well as hotels, health care facilities and other operational property. AMT has extremely successful experience also in real estate finance transactions related to real estate located outside of Japan.

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REITs

Our firm has been involved with J-REITs since their inception, assisting in the formation and operation of numerous J-REITs. Our extensive experience covers establishing investment corporations and asset management companies, obtaining necessary licenses and permits, financing, property acquisitions, managing board meetings and investor general meetings, handling litigation and disputes related to real estate, and ensuring proper information disclosure. Additionally, we cover a wide array of services such as M&A, delisting, TOB, hostile takeovers responses, and business restructuring. We provide continuous advice not only to investment corporations and asset management companies but also to sponsors of investment corporations, underwriters for investment unit issuances by investment corporations, lenders providing funds to investment corporations, acquirers in J-REIT M&A transactions, financial advisors, and other clients. Moreover, drawing on our extensive expertise in J-REITs, we have been involved with open-end private REITs (commonly known as private REITs) since their inception, providing continuous advice to a diverse range of clients. We also regularly advise on regulatory issues encountered in the course of J-REIT and private REIT operations. J-REIT and private REIT projects demand experience and knowledge across various fields, such as applying for licenses and permits, trading real estate or trust beneficiary interests in real estate, issuing securities and other capital market transactions, M&A, responding to activists, and resolving real estate transaction disputes. Our firm has lawyers experienced in each of these areas who are adept at handling J-REIT and private REIT projects in a cross-disciplinary manner. Depending on the nature of the project and the type of involvement required, we can assemble appropriate and flexible teams to deliver high-quality services efficiently.

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Real Estate Dispute Resolution

Anderson Mori & Tomotsune advises on a wide variety of real estate related disputes, such as general disputes arising out of real estate transactions, litigation claiming for rent increase/decrease, construction related disputes. Even in the field of disputes involving complicated real estate investment funds and structured finance schemes, we provide high-level legal services in order to help our clients achieve their goals by taking advantage of our experience in these types of complicated finance transactions.

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INSIGHTS

PROFESSIONALS

Motoya Ishibashi
MotoyaIshibashi
Tokyo
Partner
Tokyo

Partner

Contact
Motoya Ishibashi has experience in asset management, investment trust, REITs and capital markets. He also advises matters regarding real estate and financial regulations.
Kazunari Onishi
KazunariOnishi
Tokyo
Partner
Tokyo

Partner

Kazunari Onishi has advised on a wide variety of international and domestic finance transactions. He focuses primarily on the areas of structured finance and real estate transactions. He regularly advises U.S. and Singapore funds, a major U.S. investment bank, foreign asset management companies with active operations in Japan.
Takehisa Sato
TakehisaSato
Tokyo
Partner
Tokyo

Partner

Contact
Takehisa Sato has been involved in a wide range of corporate and financial transactions at Anderson Mori & Tomotsune, including real estate transactions, capital markets, mergers and acquisitions and asset management. He has assisted both domestic and international clients in issuance and offering of debt and equity securities in international and domestic markets, securitizations and other structured financing transactions and licensing matters. He has particular expertise in J-REIT (Japanese Real Estate Investment Trust) related transactions.
Shunsuke Honda
ShunsukeHonda
Tokyo
Partner
Tokyo

Partner

Contact
Takahiro Shibata
TakahiroShibata
Nagoya
Special Counsel
Nagoya

Special Counsel

Contact
Takahiro Shibata has experience in asset management, investment trust, REITs, capital markets, real estate transactions, structured finance and other general corporate matters.
Hiroki Wakabayashi
HirokiWakabayashi
Tokyo
Partner
Tokyo

Partner

Contact
Hiroki Wakabayashi is a partner at Anderson Mori & Tomotsune, primarily representing both Japanese and non-Japanese financial institutions, audit corporations and business corporations in transaction disputes, professional responsibility disputes, labor relation disputes and other types of disputes, based on his experience as a lawyer as well as a judge. In addition to these corporate related disputes, he also practices in the areas of inheritance and domestic relations.
Hiroaki Takahashi
HiroakiTakahashi
Tokyo
Partner
Tokyo

Partner

Contact
Hiroaki Takahashi is a partner at Anderson Mori & Tomotsune and has been engaged in the broad areas of structured finance including securitization of various assets, real estate investment, project finance and PPP/PFI. In addition, he has handled numerous finances, M&As and joint ventures relating to development of resources and energy in and outside Japan.
Tetsuya Itoh
TetsuyaItoh
Tokyo
Partner
Tokyo

Partner

Contact
Tetsuya Itoh is a partner at Anderson Mori & Tomotsune with more than 10 years of experience involved principally in the fields of financial, commercial and corporate transactions with coverage of regulatory affairs. Mr. Itoh has represented lenders, arrangers, agents, trustees, equity investors, originators and other related parties in a number of asset transactions including REITs, real estate funds and construction finance, and additionally has experience in corporate acquisitions including those made in the course of insolvency proceedings.
Minoru Kobayashi
MinoruKobayashi
Tokyo
Partner
Tokyo

Partner

Contact
Minoru Kobayashi’s practice focuses on real estate, capital markets and structured finance transactions, such as real estate non-recourse loans, establishment of real estate funds, including Japanese REITs (real estate investment trusts), issuance and offering of debt and equity securities in international and domestic markets and complex securitizations. His practice has also included a wide range of corporate transactions, including corporate finance transactions, mergers and acquisitions, corporate restructurings, licensing and international trade.
Kaoru Sato
KaoruSato
Tokyo
Partner
Tokyo

Partner

Contact
Mr. Kaoru Sato is a partner at Anderson Mori & Tomotsune who has been involved with a various types of banking transactions, such as conventional bank lending, syndicated loan and cross border finance, and structured finance matters, such as securitization of real property and receivables, project finance and PFI (private finance initiatives). He also has an extensive experience with financial transactions such as REIT's debt financing, non-recourse loan and various types of corporate loan. In addition to his professional experience at Anderson Mori & Tomotsune, Mr. Sato worked for one year as a full-time secondee to the Japanese securities company (2000-2001) and as a part-time secondee at the government-affiliated financial institution.

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