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Capital Markets Law Journal Advance Access originally published online on February 27, 2009
Capital Markets Law Journal 2009 4(2):179-200; doi:10.1093/cmlj/kmp004
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© The Author (2009). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Investment opportunities for Professional Investors in Japan

Akihiro Wani, Reiko Omachi and Hirofumi Taba*
* Attorneys-at-law, Tokyo, Japan. Akihiro Wani is a managing partner, and Reiko Omachi and Hirofumi Taba are associates, of Linklaters Tokyo (E-mail: akihiro.wani@linklaters.com).

The first 150 words of the full text of this article appear below.


Key points

  • Recently, the Financial Instruments and Exchange Act (FIEA) was enacted and amended in order to channel capital into Japan from investors abroad.
  • The FIEA marks the adoption of a new legislative regime, under which the regulations are different for professional investors and ordinary investors.
  • This article looks at the new regime under the FIEA and related rules and regulations in Japan, which regulate transactions of securities (including units or shares in open- or closed-end funds, unit trusts, corporate-type funds and limited partnerships), derivatives, foreign exchanges, commodities and real estates, and which are particularly relevant to professional investors and non-resident investors.
  • Further, the remaining problems concerning the regulatory structure under the FIEA with respect to professional investors are discussed.

 


   I. Introduction
 
Even in this difficult time of recession, modern global financial institutions and other institutional investors such as pension funds continue to invest in a variety of products across various jurisdictions, . . . [Full Text of this Article]


   II. Differential Treatment for Financial Transactions by Professional Investors
 
A. Securities Transactions
1. Introduction of the FIEA
2. Exemption from requirements of an issuer—private placement exemption
2.1. Disclosure requirement as an issuer
2.2. Private placement exemptions
2.3. Advantages of the private placement exemption
2.4. Definition of a QII
3. Exemption from requirements of a distributor/investment manager
3.1. Registration requirement as a distributor/investment manager
3.2. Exemption from registration obligation in respect of CISs
3.3. Other exemptions
4. Flexible regulatory approach in marketing activities for Professional Investors
4.1. Exemption from regulation for marketing activities
4.2. Definition of Professional Investor
4.3. Election of status as a Professional Investor
4.4. Advantages to exemption from regulation of marketing activities
4.5. Duties under the Act on Sales of Financial Products
5. Creation of new exchange market of TSE for Professional Investors
5.1. Purpose of the creation of the new market
5.2. Amendment to the FIEA
5.3. Joint venture with the London Stock Exchange
B. Derivative Transactions
1. Overview
1.1. Most derivative transactions are regulated by the FIEA
1.2. Differences in the regulation under the FIEA between securities and derivatives
2. OTC derivatives transactions among professionals and major players are exempt from the FIEA and ASFP
C. Foreign exchange transactions
1. Differential treatments under the FIEA
2. Japanese Offshore Market
D. Commodity transactions
1. Commodity futures, OTC commodity derivatives and commodity funds
2. Emissions trading
E. Real estate transactions
1. Structured real estate transactions
2. Common structures

   III. Conclusion
 

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