Anderson Mori & Tomotsune is widely acclaimed by domestic and international clients and peers for its leading banking practice. We handle a wide variety of banking and financing transactions ranging from traditional bank transactions to sophisticated financing arrangements on behalf of private and public sector banking clients inside and outside of Japan. Our legal solutions operate at the cutting edge of the industry. We advise on corporate and syndicated loans, secured transactions, asset-based lending, factoring, structured finance, project finance, real estate finance, acquisition finance, DIP finance and other financial transactions, as well as repurchase transactions and securities lending. Based on our extensive experience in a broad range of financial transactions, we proactively represent our clients in all stages of the financing life-cycle, from structuring, thorough examination of relevant legal and regulatory issues, documentation, negotiation and closing. In addition, we advise our domestic and overseas banking clients on financial regulations and various business laws and regulations for their day-to-day operations, new business expansion and reorganization. We also advise on various legal issues related to financial settlement systems, foreign exchange systems, application of laws of different jurisdictions (i.e., international private law), cross-border transactions and intercompany financing transactions within a global group of companies.

Anderson Mori & Tomotsune has a long history of providing advice on the laws regulating the financial industry in Japan, including the Financial Instruments and Exchange Act, the Banking Act, the Trust Business Act, the Act on Investment Trusts and Investment Corporations, the Insurance Business Act and the Money Lending Business Act. In recent years, financial regulation has been implemented and amended at an extremely fast pace, while the content and nature of the regulation are becoming more detailed and technical. Given our expertise and considerable experience in financial transactions, Japanese and overseas financial institutions routinely turn to us for advice on financial regulation, and we help them successfully resolve their most challenging and novel issues, enabling us to provide appropriate advice based on the know-how compiled. Through these efforts and with our resources, our financial regulation practice is highly acclaimed by Japanese and overseas financial institutions. Our advice on financial regulation is sought after in various situations, including the procurement of licenses and approvals required for the establishment, merger and acquisition or organizational restructuring of financial institutions, analyzing financial regulatory issues and developing solutions in connection with new financial transactions or structuring, designing and marketing new financial instruments, communicating and negotiating with the relevant supervisory authorities or self-regulatory organizations, as well as preparing documents such as contracts with counterparties to transactions or explanatory materials and general terms and conditions to be delivered to customers. We also advise on developing and enhancing compliance systems and other internal control systems within financial institutions as well as on such institutions' response to inspection by the relevant financial supervisory authorities.

Anderson Mori & Tomotsune has a well-established derivatives practice and is adept at responding to the complex issues surrounding sophisticated derivatives transactions. Our expert lawyers regularly provide services for the negotiation and drafting of the ISDA documents. We also provide support in a broad range of regulatory compliance issues regarding over-the-counter derivative transactions including the variation and initial margin requirements, and frequently hold in-house seminars for our clients. AMT provides advice on all major categories of derivatives transactions, such as currency, interest rate, equity, credit and commodity derivatives. We also advise on earthquake derivatives, energy derivatives and emission allowance derivatives transactions, as well as structured finance transactions involving hybrid instruments such as structured deposit, synthetic collateralized debt obligations (CDOs), credit-linked notes (CLNs), credit-linked loans (CLLs) and repackaged notes, including the structuring of these derivatives-related transactions. AMT has extensive experience in advising on settlement procedures upon occurrence of a credit event regarding Credit Default Swap (CDS), in addition to handling close-out processes and the procedures for filing proofs of claims in the event of counterparties' defaults under derivatives transactions. We also provide advice in connection with litigation and other disputes relating to derivatives transactions, and services in connection with various litigation proceedings concerning accountability, legal capacity and authority to conduct transactions, and interpretation of contracts, as well as services relating to Alternative Dispute Resolution (ADR). In addition, by leveraging our global network with overseas law firms, we advise on cross-border transactions with multi-jurisdictional elements and conduct research on foreign laws and regulations by working closely with leading overseas law firms that we consider to be the most suitable for each project.

Anderson Mori & Tomotsune provides comprehensive advice on issues under financial regulatory laws that arise in relation to all aspects of asset management business (both international and Japan-based) as well as on relevant documentation and other matters. In addition, we have a proven track record and extensive experience in assisting our clients in processes required in Japan for asset management businesses, such as the establishment and registration of investment management companies and investment advisory companies as well as notification of specifically permitted businesses for qualified institutional investors. Likewise, we have considerable experience in handling matters related to investment trusts in Japan (including ETFs, Exchange Traded Funds) and investment corporations such as J-REITs. We also work with both international and Japan-based investment funds that are becoming increasingly diversified, including private equity funds, venture capital funds, hedge funds, fund of funds, infrastructure funds and commodity funds. Our services in this area include advising on legal issues that arise in the course of structuring and marketing these investment funds, providing disclosure and filing notification with the relevant supervisory authorities as well as documentation of terms and conditions, certificate of incorporation, contracts, disclosure documents and notification documents, among others.

Anderson Mori & Tomotsune has been contributing to the development of the field and market for structured finance. With extensive legal knowledge and experience, our firm is known for providing prompt and precise services in innovative and pioneer transactions. We provide our domestic and foreign clients (based in various sectors such as financial institutions, businesses, funds, asset managers and rating agencies) with advanced and cutting-edge advice on legal issues such as structuring, risk analysis, incorporation of Special Purpose Vehicle (SPV), documentation (contracts, disclosure materials and license applications) and contract negotiations, as well as provide opinions. Our firm also proactively takes part in the development of the law through our attendance at conferences and study meetings hosted by the relevant regulators and associations, secondments of our lawyers to the relevant government offices, and our written papers on the relevant topics. We undertake projects to securitize or liquidate financial assets such as loan claims (e.g. bank loans, non-performing loans, housing loans, auto loans and consumer loans), lease claims, trade receivables, promissory notes, credit card claims, medical or nursing fee claims, real estate such as office buildings, residences, commercial buildings, hotels and warehouses, intellectual property rights using trusts and special purpose companies, using schemes such as TMK and GK-TK. We also actively undertake structuring that incorporates the so-called Whole Business Securitization (WBS), new financial products such as project bonds, BIS finance for financial institutions, credit-linked products, repackaged notes, and product embedding derivatives such as synthetic CDO. We also proactively engage in covered bonds, self-trust, security trust, and Islamic finance.

Anderson Mori & Tomotsune is well versed in all aspects of complex acquisition and leveraged finance transactions, which often involve an array of complicated and competing interests of the parties involved and utilize a wide range of legal forms including senior, subordinated and mezzanine debt financing as well as preferred share financings and other vehicles and structures. We provide the high-level legal advice and transaction support as well as deep knowledge on such transactions necessary to successfully manage and execute these transactions. Our extensive experience accumulated through dealing with a number of complex financings since the earliest days of acquisition financing transactions in Japan enables us to expertly address the range of legal and practical issues that arise in acquisition and leveraged finance transactions. We have particular expertise in acquisition finance and provide advice to the full spectrum of parties involved in a corporate acquisition transaction, including financial institutions, funds and target companies. We understand the different commercial requirements and interests of all parties involved in a transaction, and we provide highly sophisticated legal advice in a timely manner to each of our clients on various aspects of the transaction including structuring, due diligence, documentation and negotiation. Leveraging off of AMT's deep experience and expertise in international transactions, we also frequently advise on cross-border acquisition finance transactions. AMT has a strong worldwide network and extensive experience working with the leading corporate law firms in major jurisdictions to help us provide the best legal services to our clients and execute transactions that involve different legal regimes.

Anderson Mori & Tomotsune helps clients successfully fund and obtain funding for resources, electricity and other kinds of energy, airports, toll roads and other infrastructure projects through project finance schemes. Our support includes research on the relevant regulations and drafting and negotiating the necessary structuring, implementation, and financing agreements, and we have the expertise to advise on the many highly specialized and technical agreements that are often involved. We are quick learners, and our experience in this field also means that we are deeply familiar with market standards and the commonly accepted deviations from them.

Anderson Mori & Tomotsune has extensive and successful experience in advising on financing transactions that are backed by or relate to the creditworthiness of assets. We have been assisting in various financial transactions, and have vast experience also in real estate financing and structured financing, as well as financing backed by movable property, such as ships, airplanes, stocks and equipment. We provide legal support to financial institutions, industrial companies, trading companies and other clients on various aspects of transactions including structuring, documentation, negotiation of contract terms and preparation of opinions. The firm has a particular strength in advising on the international aspects of asset financing that involve cross-border transactions. We have a strong worldwide network and extensive experience working with the leading law firms in major jurisdictions to help us provide the best legal services to our clients, regardless of the size and complexity of transaction.

Anderson Mori & Tomotsune is one of the most experienced law firms in public private partnership (PPP) projects, including private finance initiative (PFI) projects, for a wide range of infrastructure, such as airports, satellites, prisons, hospitals, waterworks systems, sewage systems, educational facilities and welfare facilities. We have been involved in almost all PFI projects in Japan. We also advise the national and local governments on major pioneering concession projects for airports and other infrastructures and are actively playing a role in establishing market standards for all stages of the concession process from structuring to drafting contracts. Based on our extensive experience, we advise our clients on government procurement regulations and relevant agreements as well as public financing regulations. Further, we have actively been involved in designing PPP and concession regulatory systems and establishing government guidelines.

Anderson Mori & Tomotsune advises various international and Japan-based participants of the Japanese insurance market, including insurance companies, insurance agencies and insurance brokers, with respect to their Japanese legal issues. AMT is expert in all aspects of the Insurance Business Act and other insurance-related laws and ordinances, as well as other applicable laws in Japan including the Financial Instruments and Exchange Act, the Antimonopoly Act, the Act against Unjustifiable Premiums and Misleading Representations, the Personal Information Protection Act and the Act on Prevention of Transfer of Criminal Proceeds, and routinely draws on that knowledge and on our collective experience to help our clients overcome those issues. With the insight and perspective gained through AMT secondments to the Financial Services Agency of Japan and other financial regulatory authorities, AMT is able to provide practical advice to our clients, particularly with respect to areas such as the procurement of various licenses and approvals required for insurance business, developing insurance products, amendment of basic documents such as policy conditions, drafting and revising internal regulations, enhancement of compliance systems, enhancement of insurance solicitation management systems, handling of complaints, responding to misconduct and responding to inspections by the relevant financial regulatory authorities. In addition, AMT advises insurance companies on their transactions such as reinsurance transactions, asset management and investment (including real estate investment, minority investment, asset finance, structured finance and risk financing transactions such as derivatives transactions), taking into consideration compliance and risk management issues. AMT also advises on the solicitation of funds (kikin) by Japanese mutual insurance companies and the issuance of shares by Japanese joint-stock insurance companies (kabushiki kaisha) in addition to other means of capital raising. AMT is a one-stop legal services provider, covering matters relating to insurance business that extends to other practice areas including M&A and other organizational restructurings, formation of business alliances, bankruptcy, insolvency, taxation, and litigation and dispute resolution, with the support of specialized lawyers in the relevant practice areas of our firm. In recent years, AMT has advised on a multitude of projects to establish and advance Japanese insurance companies' business presence overseas including, among others, the acquisition of shares of insurance companies, establishment of joint-venture companies and formation of business alliances in the Asian market such as China and India, and other parts of the world.

Anderson Mori & Tomotsune is widely recognized as one of the leading legal advisers in the Japanese reinsurance market, representing some of the largest and most prominent domestic and overseas insurers in their reinsurance transactions. Clients look to the deep and broad expertise and experience of our reinsurance team for structuring some of the most complex multi-jurisdictional reinsurance transactions that have shaped the Japanese reinsurance market. In recent years, for example, for purposes of segregating market risks from mortality risks, some cedants of life insurance policies, such as annuity contracts with fixed-index annuity components, have leaned toward innovative, multi-layered reinsurance. These involve asset-intensive reinsurers for the first layer and market-risk oriented reinsurers for the second layer, where the latter is sometimes tied to market or bespoke indices or index-linked securities. Another trend in recent years is the ceding of closed existing insurance blocks, including legacy blocks, especially in the prolonged low interest rate environment in Japan, which has reduced the profitability of existing blocks, while also tying up the capital of cedants in the form of legally-mandated capital and liability reserves. Through reinsurance to offload their in-force annuity life businesses, our clients have been able to take advantage of potential arbitrage arising from higher interest rates in other markets, mitigate investment risks associated with the low interest rate environment in Japan and generally enhance their capital efficiency. We advise on all aspects of reinsurance, including the transactional, regulatory and dispute sides of matters. We are also familiar with all dimensions of the reinsurance process, including the bidding process, negotiations, operational logistics, collateral and security arrangements, and documentation. In multi-layered transactions, clients often depend on our in-depth knowledge to harmonize different-tiered documents, which may be governed by the laws of different jurisdictions, while ensuring their standalone operability.

In recent years, the development of new financial services utilizing information technology (FinTech) has drawn worldwide attention. We advise on the cutting-edge of this emerging sector, where it is not always clear just which laws and regulations are applicable, a state that is exacerbated by the fact that there is a wide range of laws that could be relevant. In the face of these challenges in the FinTech sector, AMT is a one-stop provider of comprehensive legal services. We help our clients successfully address all the issues that arise in the rapidly-developing regulatory environment of the FinTech sector, with our extensive knowledge in financial regulation, information technology, intellectual property rights, information security, capital markets, venture capital and other relevant practice areas. Our clients in the field of FinTech include FinTech companies, financial institutions and venture capital firms. We provide advice in respect of a diverse range of areas of FinTech, including the Blockchain, virtual currency, electronic payment, personal financial management (PFM), artificial intelligence (AI), crowdfunding and social lending. In addition to the above, we are actively involved in the development of related legislation and rulemaking through our participation in various conferences and study groups hosted by the relevant authorities and associations related to FinTech, as well as through holding seminars and authoring articles.

Anderson Mori & Tomotsune represents clients in a wide range of financial products and derivatives-related cases, drawing from our established expertise in complex financial products and derivatives transactions. The Firm has considerable experience in successfully handling cases seeking damages for unjust enrichment in relation to complex financial transactions, such as swaps and other derivative transactions. Examples of our experience include the following: Acting for a Swiss-based bank in a damages suit that it filed against a Japanese trading house (the amount of damages claimed by our client is over JPY 20 billion, which is one of the highest amounts currently in dispute before Japanese courts); Successfully defending an international financial institution in a damages suit filed by a Japanese customer who alleged inadequate disclosure a derivatives transaction. The case was dismissed at trial by the Tokyo District Court; and Successfully defending an international financial institution in a damages suit filed by a Japanese partnership for whom our client acted as an administrative agent.

In recent times, there has been a significant rise in new fundraising cases through the issuance of securities (security tokens) that can be transferred using blockchain technology, including real estate security tokens and digital corporate bonds. Our firm has been at the forefront of these initiatives from their early stages, playing an active role in fundraising efforts through security tokens and engaging with self-regulatory organizations. We are widely trusted by sponsors, trustees, securities companies, and other key stakeholders in most domestic cases, providing support throughout the entire process, from the structuring stage to issuance. Our comprehensive and specialized advice is shaped by a deep understanding of both industry trends and the direction of legal reforms. Furthermore, we offer expert guidance on the development of innovative financial products that leverage blockchain technology.

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.