Legal 500 Real Estate Japan

In order to create security rights in immovable property in financing transactions, mortgages (teitou-ken) or assignments of security (jyoto-tampo-ken) are usually used. It is also possible to use a pledge (shichi-ken) to create security rights in immovable property, although this is not common, as the secured creditor must take possession of the asset, which is not practical in most cases. A legal lien (sakidori-tokken) and a lien (ryuchi-ken) can be created by the Real Estate Act in certain situations. Contract negotiations are usually conducted through the exchange and commentary of PPE projects and other property-related agreements. Once the PSA and other property-related agreements are in place and signed in an agreed form, the parties will focus on the closing process (however, if closing occurs on the date of signing, the parties must be prepared for the closing process prior to signing). “Haruka Murata has been working with us for several years. She understands our internal decision-making processes and manages the project very effectively. I would always choose her as legal counsel for the most complex and important companies. “Ikebe Kenta is very good at turning complex legal issues into accessible concepts.” “The appointment of the HSF team was one of the best decisions we have ever made. The team truly works together as a team and provides exceptional legal services that have enhanced our own competitiveness as a company. The buyer usually conducts a full due diligence with the help of legal advisors, tax/accounting consultants, engineering firms, and other advisors.

During the DD process, the seller is usually required to disclose information and documents relevant to the sale of the property at the request of the buyer. SD processes may continue in parallel with contractual negotiations between the parties under a purchase agreement (“PSA”) and, if closing occurs after the date of signing, also during the period between the signing of the PSA and closing. “Theo Seltzer has extensive experience, is always calm and collected and can rely on a complex process. He has great judgment and is good at providing a well-informed perspective on Japanese legal issues as a foreign lawyer. Morrison Foerster`s real estate group is led by Theodore Seltzer and Masahiro Shiga and represents clients at all stages of the real estate investment cycle, from fund formation to project acquisition and financing, portfolio sales and public offerings. Seltzer advises on cross-border equity and debt finance matters, fund formations, development projects and acquisitions of non-performing loan portfolios, while Shiga regularly advises large commercial lenders, investors and investment banks. Joshua Isenberg also stands out for his extensive expertise in real estate transactions serving institutional and residential clients related to office, industrial, hotel, commercial, mixed and multifamily projects. Junichi Kurokoshi and Narutake Takasu are also important contacts regarding real estate transactions. At the non-partner level, lawyer Christopher Spalding is an outstanding practitioner. Like the overall market, the legal sector has slowed in some areas and is increasingly active in others. The main names at the upper end of the local market remain the traditional powerhouses Nishimura & Asahi, Nagashima Ohno & Tsunematsu, Anderson Mori & Tomotsune (which will open its London office in 2022 and become the first Japanese “Big Four” company to make such a decision) and Mori Hamada & Matsumoto, while TMI Associates and Atsumi & Sakai are closely following in full service capacity; Other leading local firms offering extensive expertise include City-Yuwa Partners, Ushijima & Partners and Oh-Ebashi LPC & Partners. The ownership of land and buildings is separate, and the ownership of land and the ownership of buildings erected on that land may be treated independently.

If a building on land is owned by a different party from another party owning that land, the owner of the building must have lease rights or other legal grounds to own that building. Jones Day`s real estate team is led by Katsumi Shirai, who advises domestic Japanese clients on overseas matters. The team also works for foreign real estate funds looking to invest in the Japanese market. However, the land registry is not strict proof of ownership (whether legal or beneficial), and it does not necessarily reflect the true owner of the property if owners delay or refrain from registering. In addition, for an entrusted property, the real estate register does not identify the ultimate beneficial owners (i.e. indirect stakeholders). In the case of large real estate transactions or high-value real estate transactions, it is common for an engineering firm to verify the legality of the structure, use and use of the property in question and for a law firm to conduct a due diligence investigation. In Japan, there are the main types of property rights over real estate: In the context of real estate transfers, the registration fee is payable at the time of registration of the transfer of ownership and usually amounts to 2% of the value of the property transferred (at the time of writing, it was temporarily reduced to 1.5% for land transfers). In addition, a real estate transfer tax is payable, usually 4% for non-residential buildings and 3% for land and residential buildings. Asia-Pacific Operating Regions: Jones Day has dedicated significant resources and capabilities to serve each of Asia`s diverse markets, including China, Japan, Singapore and Southeast Asia, as well as Australia. The firm`s 250+ lawyers represent clients in ten offices across the region in antitrust, banking and finance, capital markets, corporate and commercial, energy, global litigation, intellectual property, labour and employment, mergers and acquisitions, private equity, real estate and many others. In the real estate financing market, it is common to use a GK-TK structure and a TMK structure to obtain pass-through tax treatment.

The GK-TK structure is a structure in which a GK (operator) acquires shares of real estate beneficiaries in trust with funds invested by an investor (investor) and the investor receives profits and losses from the target assets under a tacit partnership agreement (Tokumei Kumiai keiyaku).