Structured Finance / Banking

Mori Hamada offers legal services for a wide variety of financial transactions, from traditional banking to innovative hybrid transactions. We continue to be a leader in structured finance, drawing on our comprehensive legal knowledge and experience to support the integration of advanced financial technology and create cutting-edge financing structures.

Since the early days of structured finance in Japan, we have played a pivotal role in numerous groundbreaking transactions. Our lawyers have advised on deals ranging from traditional securitized and liquidated products backed by receivables—such as accounts receivable, lease receivables, credit card receivables, and loans (including residential mortgages and consumer loan receivables)—to more innovative transactions like securitizations of nonperforming loans, commercial mortgage-backed securities, collateralized debt obligations (CDOs), and synthetic CDOs. We are increasingly handling innovative transactions involving intellectual property and whole business securitizations.

Our team advises on structuring transaction schemes, analyzing and reviewing legal and regulatory issues, preparing agreements and disclosure materials for investors, negotiating with rating agencies and related parties, and providing legal opinions.

We regularly advise on the full spectrum of Japanese laws, from foundational laws such as the Civil Code (including the Claims Act, the Property Act, and the Act on Special Provisions for the Assignment of Movables and Claims), the Companies Act, the Commercial Code, the Civil Execution Act, the Bankruptcy Act, and the Trust Act, to investor protection regulations like the Financial Instruments and Exchange Act and the Financial Instruments Sales Act. We also cover special laws such as the Asset Liquidation Act, the Trust Business Act, and the Business Loan Promotion Act, and, depending on the target asset and originator’s business type, capital subscription laws, money lending laws, banking laws, insurance business laws, capital adequacy regulations for financial institutions, real estate laws (including the Real Estate Brokerage Act, the Building Standards Act, and the City Planning Act), and intellectual property laws (including the Copyright Act and the Patent Act).

A rising trend in structured finance involves transactions that combine corporate finance and asset or project finance, such as M&A or management buyouts using business securitization techniques. In these cases, we lead in designing new transaction structures, taking full advantage of the flexibility now provided by the Companies Act, such as class rights shares and stock acquisition rights.

We are also active in analyzing and reviewing new transaction structures, such as those involving sustainable finance, venture debt, self-administered trusts, financing methods using corporate value security interests under the Business Loan Promotion Act, and fund finance.

Our expertise allows us to manage all aspects of structured finance and banking transactions for structuring deals, analyzing legal issues, preparing agreements and disclosure documents for investors, negotiating with rating agencies and other relevant parties, and delivering legal opinions. In addition to advising in the initial structuring of transactions, we are also often engaged to advise on unwinding transactions or dealing with originators or servicers going out of business, assisting with preserving creditor rights and negotiating with court-appointed receivers.

Our Structured Finance Practice is dedicated to offering creative and practical advice and solutions in this complex field.

As a leader in structured finance, we actively contribute to the development of relevant laws and regulations and the establishment of proper market practices in Japan. We participate in numerous committees, councils, forums and societies comprised of regulators, market participants and other stakeholders.