Capital Markets

Mori Hamada’s long history and rich experience in capital markets empower us to deliver high-quality legal services in this area. We support our clients in a broad spectrum of capital markets transactions, including financing methods such issuing common stock, class shares, stock acquisition rights, convertible bonds (CB), and corporate bonds, as well as listings in primary markets in Japan and abroad. Beyond primary market expertise, we also advise on secondary market activities like tender offers, block trading, market dealing, stock repurchases, and corporate information disclosure, including fair disclosure rules and large shareholding reporting systems. We handle issues related to activist shareholders, financial transaction regulations, insider trading, short-term trading, market manipulation, short selling, financial instruments business regulations, and interactions with regulatory authorities concerning violations of disclosure and conduct regulations, accounting fraud, and securities-related litigation.

Since the founding of one of our predecessor firms, Hamada & Matsumoto, in the 1970s, we have been at the forefront of capital markets practice in Japan. Our extensive work with domestic and international issuers and underwriters has earned us high ratings from several media outlets as a leading firm in this field.
We have significant experience in capital raising for overseas entities including in the samurai and Tokyo Pro-Bond markets.

In addition to advising on primary market transactions, we frequently advise on other capital markets matters such as the sale or purchase of securities in the secondary market through tender offers, block trading and market dealing; statutory and timely disclosure issues; stock repurchases; internal controls; corporate governance; responses to improper accounting and insider trading; and interacting with the relevant authorities.
Our seasoned lawyers stay abreast of the latest developments in global capital markets practice to provide informed support to our clients.

As a full-service law firm, we offer a full range of legal services tailored to our clients’ needs, including integrated solutions for listed companies or those planning to go public.

For example, our Capital Markets Practice Group works closely with our M&A Practice Group on transactions involving tender offers or third-party allotments, and with our Corporate Law Practice Group on matters related to shareholder and investor relations, corporate governance, activist shareholder relations, stock options and stock compensation plans, director liability, or capital policies of listed companies. Our Start-ups Practice Group assists with fundraising and listing preparations for companies seeking to go public, while our Litigation, Crisis Management and Financial Regulation Practice Groups address corporate scandals involving securities litigation, improper accounting or insider trading.

We gain significant insights into regulatory trends and practices through regular secondments of our lawyers to Japan’s key governmental agencies and regulatory bodies, such as the Financial Services Agency, the Ministry of Justice, and the Tokyo Stock Exchange. These secondments provide us with invaluable perspectives on the ever-changing regulatory environment of the capital markets industry.