Finance

We advise financial institutions on the full range of legal issues they face. This includes issues arising at sales offices (e.g., customer complaints, operational errors), documentation and formation of legal structures for syndicated loans and sustainable finance, issues related to exit strategies, credit management and debt collection, and handling insolvencies and business rehabilitations. We also advise the head office management of financial institutions on the major issues they face in their planning.

In particular, we have provided comprehensive and highly specialized advice on critical issues that affect the core of the management of financial institutions, such as large-scale integration and reorganization of financial institutions, establishment of financial holding companies, formulation of, and advice on, disposal schemes for failed financial institutions, and disposal of non-performing loans.

We have extensive experience in procedures for credit management and debt collection, ranging from provisional remedies to litigation and enforcement. In addition, we have a proven track record of representing financial institutions in disputes on a wide range of matters, including withdrawal of deposits and sale of financial products, in out-of-court negotiations, litigation, mediation, and financial ADR. We also provide high-level advice and practical documentation services from the perspective of preventing legal disputes, leveraging our wide range of experience in dispute resolution and transactional advice.

Iwata Godo also has extensive experience in advising and representing financial institutions in the termination of transactions with anti-social forces.
In the midst of globalization of financial transactions, increasing complexity of financial products and marketing channels as well as continuing diversification of management structures in financial institutions, we will continue to provide advice and representation that meets the needs of clients, making the most of our accumulated know-how and experience, expertise, and legal insight.

In financial services and transactions, Japan's regulations are wide-sweeping and complex, including the Banking Act, the Financial Instruments and Exchange Act, the Act on the Provision of Financial Services, the Trust Business Act, the Act on Engagement in Trust Business by Financial Institutions, the Insurance Business Act, the Money Lending Business Act, the Payment Services Act, the Installment Sales Act and the Act for Prevention of Transfer of Criminal Proceeds. Our services are comprehensive, covering the entire spectrum of financial regulation.

We provide continuously and regularly expert and practical legal advice in a wide range of fields, including advice on the interpretation and application of legislation, regulations and regulatory guidelines, compliance, and customer protection. . In addition, we support our clients when urgent response is necessary, such as a regulatory inspection, an incident of misconduct or corruption, or litigation or other dispute resolution. We support and advise on internal investigations, explanations and reports to regulators, and prevention of recurrence, with particular attention to providing advice promptly and appropriately.

Our support for our clients is not limited to a passive response to regulations. We use our up-to-date knowledge and understanding of financial regulation to support financial institutions in their challenges, including development of new business, collaboration with affiliates in the same financial group, adoption of new business models, use of technology, post-merger integration, and use of holding company structures. In collaboration with our M&A and competition/antitrust lawyers, we offer one-stop full service.

Iwata Godo advises on a wide range of financial transactions, including structured finance, asset finance, project finance and acquisition financing, for clients acting in various roles, including senior, mezzanine and subordinated lenders, originators, developers, arrangers, trustees, asset managers, specified joint real estate enterprises, equity investors and credit rating agencies. Our work includes legal and practical advice, documentation, regulatory filings and legal opinions.In structured finance and asset finance, we have extensive experience in a wide variety of projects, including securitization of real estate and monetary claims, ship finance and aircraft finance. Our real estate work has involved offices, residences, hotels, distribution centers and data centers, and includes many development projects. Our work on monetary claims has included bank loans, trust ABL, self-declared trusts, leasing, mortgages, accounts receivable, and medical and nursing care fees.

In project finance, our experience includes solar power, wind power, biomass-generated energy and other renewable resources. In acquisition financing, we have advised on PFIs for hospitals and public infrastructure, as well as LBOs and MBOs. We also provide legal services in the formation of investment funds, using limited partnerships, TKs, trusts and other structures, for venture capital, regional revitalization and other purposes. We leverage our vast experience and thorough understanding of complex financing structures to offer sophisticated and comprehensive service. Our service runs the full gamut from the initial structuring and formation to advice on resolving any dispute which may arise after a transaction is carried out or a financing structure begins operation, including contractual documentation, regulatory procedures and litigation.

With respect to capital markets in Japan and other countries, we provide clients with legal services in a wide range of areas, including compliance with the Companies Act and Financial Instruments and Exchange Act, structuring, disclosure requirements, documentation and due diligence.

The types of capital markets transactions on which we advise include public offerings and private placements, both Japanese and foreign, issuances of preferred shares by financial institutions, stock repurchases and employee stock options, to name but a few. The types of legal issues on which we advise in the course of our capital markets work include, among others, continuous disclosure requirements, timely disclosure under stock exchange rules, insider trading considerations for IR events and shareholder communications, TOB, filings for large shareholdings, and fair disclosure.

In particular, we have recently provided many clients with support for IPOs on stock exchanges in both Japan and other countries, and we have a proven track record of providing companies preparing for listing with advice and support for listing approval, including due diligence in the process of preparing for listing as well as disclosures at the time of listing. (Please see IPO/Startup Support)

With respect to non-life insurance, which was historically the first practice area of our firm, we have further advanced our role as a pioneer in this field. We advise on regulations under the Insurance Business Act, assisting our clients in the development of their business models and plans in a manner consistent with regulatory requirements. The legal judgments in this work require a high level of expertise in the field, which we have. Concerning D&O insurance products, in collaboration with our corporate lawyers, we have recently been advising not only insurers but also our corporate clients purchasing insurance policies.

In disputes related to liability and other non-life insurance, we represent both Japanese and foreign insurers in litigation, mediation and negotiations concerning insurance claims and insurance solicitation. In addition, we provide legal opinions on the insurer's liability in major accidents and represent insurers when they seek indemnification.

In life insurance, we advise insurers on a large number of issues in the face of the increased complexity of financial regulations, including sales collaboration with banks and expansion of sales channels through insurance agents.

As technology continues to grow in importance as a business issue, we leverage our experience with financial institutions to provide a wide range of legal services related to FinTech. Our firm includes several lawyers who have worked closely with FinTech companies, and we make sure to maintain a thorough understanding of current developments in FinTech-related business, service, technology and legal issues.Our clients in FinTech-related work include both Japanese and foreign financial institutions and listed companies, FinTech companies, startups, and local and regional governments. We provide them with legal advice and opinions, assist with communications and filings with regulators, and draft contracts and terms and conditions of use, concerning payments, settlements, remittances, stablecoin, household financial planning, asset management, crowdfunding, lending, InsurTech and DLT.

In businesses using FinTech, issues arise in many areas of financial regulation, including the Payment Services Act, the Banking Act, the Financial Instruments and Exchange Act, the Insurance Business Act, the Money Lending Business Act, the Act on the Provision of Financial Services, and the Installment Sales Act, as well as in other areas of law, regulation, and compliance, such as AML, cybersecurity, IT, intellectual property
and data privacy. By collaborating with our lawyers with expertise in the relevant field, we provide our clients in FinTech-related work with one-stop full service to resolve legal issues.