Services for Financial Institutions in General
One of the major features of the practice of our firm is that we have been continuously providing state-of-the-art legal services in the field of finance as a legal counsellor to many financial institutions of such various types as the central bank, major bank (so-called mega-bank), local bank, trust bank, securities company, leading non-bank financial institution, internet bank, leasing company, credit company, non-life insurance company, life insurance company and so on.
We provide vast variety of legal services covering all areas of legal issues. We offer, in particular, highly comprehensive and specialized services in the areas concerning day-to-day business activities of financial institutions including (i) development of finance schemes and documentation, (ii) handling of legal issues arising in connection with exit strategies, (iii) management and collection of claims resulting from extension of credit and (iv) provision of advice in business reconstruction cases.
We have also dealt with many disputes representing financial institutions in litigations, various bankruptcy related procedures and other dispute resolution procedures. Based on these experiences, we are proud that we offer legal services only possible from the position commanding good overview of whole range of financial transactions including provision of advice containing high level of expertise as well as documentation services of high practical values.
In addition to these services related to day-to-day business activities of financial institutions, we have also been providing legal advice on many critical issues of existential importance to financial institutions such as (i) development of disposition scheme for bankrupt financial institutions and provision of advice relating thereto, (ii) final disposal of non-performing loans held by a major financial institutions, (iii) large-scale mergers and restructuring of financial institutions and (iv) establishment of a financial holding company.
In the midst of globalization of financial transaction, further complication of financial products and their marketing channels as well as continuing diversification of management structures for financial institutions in recent years, we continue to provide legal assistances that meet the needs of clients making the most of our accumulated know-how, expertise and legal insights.
Iwata Godo, as a legal counsellor to many financial institutions in various fields of finance (ex. the central bank, major bank (so-called mega-bank), local bank, trust bank, leading non-bank financial institution, securities company, debt collection company etc.), has been long offering legal advices that contain high expertise and practical value on such matters as (i) various applicable regulations based on relevant laws (ex. the Bank of Japan Act, the Banking Act, the Trust Business Act, the Act on Engagement in Trust Business by a Financial Institution, the Financial Instruments and Exchange Act (formerly the Securities and Exchange Act), the Money Lending Business Act, the Act on Sales in Instalments, the Insurance Business Act, the Act on Servicers etc.), orders, ordinances and guidelines, (ii) compliance and (iii) measures to appropriately prepare for inspections conducted by the supervisory institutions. The attorneys of Iwata Godo have excellent expertise as well as experience in regulations surrounding financial institutions and are prepared to provide most adequate and appropriate advice even in this highly specialised regulatory environment resulting from frequent and successive enactments and/or amendments of numerous financial regulations.
Further in the areas surrounding these various regulations, Iwata Godo provides many financial institutions with such legal services as (i) advice on establishment of appropriate business procedures and structures, (ii) assistance in preparation for filing notifications and other required information to the regulatory authorities and (iii) responsive measures to deal with regulatory problems if any arise. One of our member attorneys has been recently appointed as a member of an internal compliance committee of a financial instruments business operator and gives advice on monitoring procedures and system in order to prevent occurrence of breaches and/or violations of regulations stipulated in the Financial Instruments and Exchange Act.
At the same time, Iwata Godo is increasingly setting up training opportunities for its attorneys through secondment to financial institutions including a major bank and a trust bank so that we would share with the clients the awareness of the current issues surrounding financial institutions and always be prepared to propose solutions that meet the practical needs of today’s business.
Iwata Godo offers such services as provision of legal and practical advice as well as documentation services for development of schemes for (i) syndicated loans, (ii) securitization of real estate, (iii) securitization of financial claims such as bank lending claims, non-performing loans, housing loan claims, sales credits, claims on fees for medical treatments and nursing care, (iv) securitization of other assets such as intellectual property rights, movables including cars and ships and so on, (v) project finance, (vi) PFIs, (vii) acquisition finance including LBOs and MBOs and (viii) other newly developed financial instruments and products. We also provide same sorts of services for solution of various issues and problems arising in aftermaths of development of schemes and in exit strategies.
We have provided legal advice in this field in response to requests from clients taking various different positions in respective deals including that of a lender providing senior loans, mezzanine loans and subordinated loans respectively, an originator, a developer, an arranger, a trustee, an asset management company, an investor not in the position of a lender and a rating company.
We also offer legal advice and documentation services to client companies in their efforts to raise fund in capital markets through private and/or public offering of bonds, shares and other financial instruments.
In recent years, through secondment of member attorneys to major financial institutions, we provide training opportunities for our attorneys to share the awareness of the newest issues and learn about development and improvement of financial instruments taking practical business requirements into consideration.
In providing legal and practical advice and documentation services in financing related areas, we would take the final solution of possible disputes into consideration and thus provide consistent advice from development of the scheme to the resolution of disputes in the aftermath. Founded upon the wealth of experiences in the field of dispute resolution including litigations, we have a uniquely thorough back-up system for the clients.
Collection of Claims
Iwata Godo has been long dealing with collection of various claims including loan claims and sales credits, traditionally as a legal counsellor to many financial institutions and other client corporations and more recently in response to requests from such entities as investment fund. We have also routinely advised clients on various legal issues surrounding the debt collection procedures. In doing so, we aimed at swift and efficient debt collection making active use of various procedures such as filing a petition in bankruptcy of the debtor (filed by the creditor), exercise of security right and right of exclusive preference, litigation, provisional seizure, provisional disposition, utilization of officially notarized document and others. We are also well experienced in dealing with antisocial forces and settling complications of rights and obligations on real estate that are often required during the course of debt collection.
We work together as a team concentrating on debt collection and deal with procedures to collect not only such claims as loan claims held by banks and sales credit by client companies but also other claims including lease receivables. We are also involved in the whole procedures of debt collection service (including execution of compulsory sale and other measures) which is conducted by so-called servicers (debt collection companies) that belong to a financial institution or a major bank group respectively.
Iwata Godo has also been sending member attorneys as speakers to training sessions held by individual financial institutions over a decade to convey our know-how in collection and management of claims accumulated through our many years’ experience. Through such means Iwata Godo tries to share the awareness of the issues of the times with clients.
With regard to the practice area related to non-life insurance, which is the starting point of Iwata Godo, we have further developed our role in pioneering in this field. As such, we deal with cases, where legal judgements underpinned by high level of expertise are required in order to harmonize regulatory requirements and business models, through such services as providing legal advice on regulations stipulated in the Insurance Business Act and developing business schemes based thereupon.
Iwata Godo has contributed to the development of non-life insurance related field from various aspects including insurance related litigations through representation of our clients in many cases regarding insurance policy claim and insurance solicitation.
In the field of life-insurance, we provide our client life insurance companies with various legal advices requested in the face of the increased complexity in financial regulations as well as in means of life insurance solicitation (ex. business cooperation with other financial institutions for over-the-counter-sales of insurance at banks, expansion of sales channels through utilization of insurance agencies etc.).
Publications Related to Financial Institutions and Finance
Ito Hiroki's commentary titled "The Financial Services Agency Publishes the Recommended Directions for Further Promotion of Corporate Governance Reform (Opinion Statement No.4 of 'Council Concerning the Follow-up of Japan's Stewardship Code and Japan's Corporate Governance Code’)” is available on the Shoji Homu Portal Site.
- ITO Hiroki
Ueda Atsushi, Uenishi Takuya and Sasaki Tomoo represented a bank in a case at the Tokyo District Court and a commentary article on its judicial decision made on January 29, 2019 (In a case where Part of Mark or Brand Name was Succeeded, the Joint and Several Liability of Transferee Company was Acknowledged by Analogical Application of Article 22 (1) of the Companies Act which provides for the Liability of Transferee Company Continually Using the Trade Name of Transferor Company) appears in the Kinyu Shoji Hanrei No. 1566.
Okushi Kenichi authored the 2nd article of the series "Points for Attention to be Obtained from Judicial Precedents Regarding Practices of Real Estate/Finance Transactions" titled A Case which Allows to Claim Damages equivalent to Loss of Rent during Vacant Period and Attorney Fees based on the Legal Principle of Contractual Negligence Liability of a Real Estate Company Leasing a Whole Trust Asset Building against a Candidate Lessee with respect to Negotiations on a Fixed Term Building Lease Agreement to be made between the Real Estate Company and the Candidate Lessee” which appears in April 2019 issue of ARES Real Estate Securitization Journal.
- OKUSHI Kenichi
Okushi Kenichi's commentary titled "The Ministry of Land, Infrastructure, Transport and Tourism Makes It Easy to Use Real Estate Cloud Funding by Clarifying Applicable Laws and Regulations: Development of Guidelines for Real Estate Cloud Funding"is available on the Shoji Homu Portal Site.
- OKUSHI Kenichi
Hamasaki Yuki authored "Study of Banking Transaction Agreements - Notes Payable and Debt Loan; Presentation and Delivery of a Note (2)" which appears in March 2019 issue of Banking Law Journal 21.
- HAMASAKI Yuki
Lectures, Seminars and Conferences Related to Financial Institutions and Finance
Okushi Kenichi delivered a lecture titled "Amended Law of Obligations and Important Points of Building Master Lease Contracts and Dispute Resolution in Real Property Finance" at a seminar room of Financial Management Forums, Inc.
Tomita Yusuke delivered a lecture titled "Current Situation and Prospect of Family Trust from the Viewpoint of Banking Practice" at the Japanese Bankers Association.
Speaker： TOMITA Yusuke
Okushi Kenichi delivered a lecture titled "Crowd Funding using Scheme of the Act on Specified Joint Real Estate Ventures - Scheme Overview and Public Comment Draft" in the 1st Workshop of Real Estate Financing Working Group hosted by Real Estate Tech Association for Japan.
Okushi Kenichi delivered a lecture titled "Amended Law of Obligations and Contract Clauses for Sale/Purchase of Real Properties and Beneficial Interests in Real Property Trust - Detailed Explanation on Significance and Background of the Clauses in Light of the Amended Law of Obligations” at a seminar room of Financial Management Forums, Inc.
News Related to Financial Institutions and Finance
Okushi Kenichi is appointed as a Secretary of Real Estate Tech Association for Japan.
Hayashi Nobumitsu, who served as a Special Advisor at Iwata Godo, assumes office as COO, Senior Managing Director of the Japan Bank for International Cooperation.
Ueda Atsushi, Tanaka Takashi and Oura Takashi represented a bank in a case at the Tokyo High Court and a commentary article on its judicial decision made on April 28, 2016 (the decision retaining the conclusion of the Saitama District Court's decision made on October 2, 2015 and rejecting the assertion of the credit guarantee corporation which provided credit guarantee to the bank that, in the case where the main debtor is an anti-social force, the guarantee agreement should be exempted on grounds of invalidity due to miscomprehension and a breach of duty to investigate) appears in the Kinyu Shoji Hanrei No. 1493.
Ueda Atsushi, Tanaka Takashi and Oura Takashi represented a bank in a case at the Tokyo High Court and a commentary article on its judicial decision made on April 14, 2016 (the decision negating the bank's breach of duty to investigate, as a trial remanded from the Supreme Court by its judicial decision on January 12, 2016 holding that, in the case where a financial institution made a loan guaranteed by a credit guarantee corporation to a debtor who afterwards turned out to be an anti-social force, (i) the credit guarantee corporation's contention of invalidity of the guarantee agreement on the grounds of miscomprehension cannot be admitted, and (ii) when the financial institution is recognized to commit a breach of duty to investigate whether the main debtor is an anti-social force or not, the credit guarantee corporation's guarantee obligation will be exempted due to the financial institution's breach of the guarantee agreement) appears in the Kinyu Shoji Hanrei Vol. 1491
Motomura Takeshi, Okushi Kenichi, Eiguchi Manabu and others represented a financial institution in a case at the Tottori District Court and a commentary article on its judicial decision made on March 11, 2016 (claim for damages brought by a depositor against a bar association and a financial institution resulting from disclosure of the depositor’s bank account information by the financial institution to the bar association following an inquiry made by the bar association to the financial institution in accordance with Article 23-2 of the Attorney Act) appears in Kinyu Houmu Jijo No. 2040.
- Dispute Resolution and
- Economic Law and
the Competition Law
- Intellectual Property Law and Information Technology Law
- Bankruptcy Law and
Corporate Reorganization/ Rehabilitation
- Labour Law
- Environmental Law and
Large-Scale Environmental Litigation