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54
T H E P R I M E R U S P A R A D I G M
Shinji Itoh
Ryoji Sakashita
Andrew Hacker
On June 21, 2013, the Law to Amend
Part of the Real Estate Specified Joint
Enterprise Act (the "Amendment")
was enacted. Although the Bill of the
Amendment was not passed in the
180
th
session of the Diet in February
in 2012, the same Bill was submitted
in the 183
rd
session of the Diet in 2013
and was passed. The Amendment will
come into force within six months after
promulgation.
Prior to the Amendment, the
implementation of a real estate specified
joint enterprise by a special purpose
company (an "SPC") was considered
almost impossible due to the very strict
licensing standards, but this Amendment
will make such implementation possible
through the establishment of a new
notification system. More specifically, the
Amendment allows "Special Operations"
in cases where notification is provided
under the newly established notification
system, and the Special Operations meet
the requirements indicated below:
(i) An SPC, whose only purpose is to
perform a real estate specified joint
enterprise ("Real Estate Specified
Joint Enterprise"), must be the
operator of said enterprise.
(ii) Operations concerning a real estate
transaction conducted pursuant
to a Real Estate Specified Joint
Enterprise contract must be entrusted
to a real estate specified joint
enterprise operator ("Real Estate
Specified Joint Enterprise Operator"),
who is licensed under the Act (an
"Item 3 Enterprise Operator"), newly
established by this Amendment.
In general, such operator can be
considered as essentially conducting
the same business as an asset
manager in a real estate business.
(iii) Operations concerning the soliciting
for execution of a Real Estate
Specified Joint Enterprise contract
must be entrusted to a Real Estate
Specified Joint Enterprise Operator,
who is licensed under the Act
as well as a Type II Financial
Instruments Enterprise Operator
under the Financial Instruments and
Exchange Act (an "Item 4 Enterprise
Operator," newly established by this
Amendment).
(iv) Any counter party to the contract
mentioned in (ii) above and/or any
enterprise participant must be a
special investor ("Special Investor")
with specialized knowledge and
experience related to real estate
Amendment to Real Estate Specified
Joint Enterprise Act
Asia Pacific
Shinji Itoh focuses on finance and real estate transactions. He has
represented numerous Japanese and international clients in a broad
range of financing matters, including synthetic notes, ship finance,
fund formations, innovative real estate finance transactions, property
acquisitions and development projects.
Ryoji Sakashita practice focuses on the securitization and liquidation
of real estate assets, including the use of the TMK structure in
development projects. He has also been involved in a wide range of
international and domestic business transactions including mergers
and acquisitions and general corporate matters.
Andrew Hacker is an attorney originally from Ontario, Canada,
who came to Japan in 1999 and has lived here for most of the last
14 years. He worked in the licensing department at a Japanese
publishing company and at a major law firm before joining Hayabusa
Asuka Law Offices in 2011 as a foreign associate. He is involved in a
wide variety of cases with international aspects.
Hayabusa Asuka
4th Floor, Kasumigaseki Building 3-2-5
Kasumigaseki, Chiyoda-ku
Tokyo, Japan 100-6004
+81 3 3595 7070 Phone
+81 3 3595 7105 Fax
shinji.itoh@halaw.jp
ryoji.sakashita@halaw.jp
andrew.hacker@halaw.jp
www.halaw.jp