Real Estate Transactions
Anderson Mori & Tomotsune advises on the full spectrum of business activities relating to real estate in Japan ranging from basic transactions, such as the sale and purchase of commercial, industrial and residential real property, including single building and portfolio sales, commercial leasing, property management and large-scale development projects such as shopping centers and hotels, to complex real estate financings often structured with a securitization exit, multi-tiered mezzanine debt and other complex structures. We work together with our tax lawyers on the various tax aspects of real estate investment structures in Japan. We also regularly advise on disputes arising out of real estate transactions.
Real estate investment and financing transactions in Japan have become increasingly complex over the past 10 to 15 years. Many transactions involve sophisticated investment and debt structures, which may include multiple layers of senior/subordinated debt and co-lender positions, intercreditor relationships and investment structures such as a tokumei kumiai (TK), which are unique to Japan. For example, even in the case of a simple sale and purchase of a building, there may be complicated ownership issues, such as sectional or co-ownership rights, regulatory issues with respect to real estate transactions or construction, as well as tax issues. Moreover, the purchase of trust beneficiary interests as opposed to the purchase of the actual real estate requires compliance with the Japan Trust Business Act and the Financial Instruments and Exchange Act of Japan. To serve the needs of lenders and investors in this environment, AMT has an inter-disciplinary team of lawyers that includes both English and Japanese native speakers experienced in real estate finance, regulatory and tax matters as well as litigation and insolvency.
The lawyers in our real estate practice have first-hand knowledge and experience with the complexity of commercial real estate structures in Japan. Over the years, AMT has advised on a large number of complex real estate transactions, and thus can provide practical advice on the various issues that tend to arise in these transactions as well as develop innovative and bespoke solutions for new or novel situations. We utilize the full resources of our firm to address the tax and other structuring complexities inherent in these transactions, particularly those with a cross-border element.
The legal system relating to real estate is one of the more difficult areas of law for international clients to contend with because the system in Japan is so fundamentally different from that in most jurisdictions. Our solution is to provide expert local advice that is complemented by our deep cross-border experience. Our team, which includes lawyers fluent in both English and Japanese, has a wealth of experience in assisting international clients in their real estate activities in Japan.