법무법인(유한) 율촌 | Yulchon LLC

Yulchon advised a private fund established by Pacific Asset Management Company (the “Fund”) on a transaction by which the Fund invested in the Hitachi Solutions Tower B, an office building located in Toyko, Japan through a godo kaisha (a company similar to a limited liability company in the U.S, “GK”) established in Japan (the “Transaction”).

For the Transaction, the Fund and GK entered into a silent partnership agreement (the “TK Agreement”), under which the Fund acquired silent partner interests (tokumei kumiai interest). GK acquired 100% of the beneficiary certificates of the Japanese trust, owning Hitachi Solutions Tower B, Tokyo, and the Fund. Also, as a silent partner (TK investor), is to receive dividends from the GK.

For the Transaction, Yulchon provided comprehensive advice to the client including legal advice regarding the investment structure, assistance in foreign exchange reports, the review of various transactional documents including, among others, the trust agreement, the sale and purchase agreement, the asset management/property management agreement and the TK agreement. In addition, Yulchon also assisted in the review of various materials and documents including the due diligence report for the Transaction provided by the local Japanese counsel, in order to provide comprehensive legal assistance to the client.

Based on past experiences in advising Korean private funds in relation to investments in Japanese real estate via the GK-TK structure, Yulchon was able to contribute to the successful closing of the Transaction and derive optimal tax-efficient structures in collaboration with local Japanese firms, while also ensuring that all Korean and Japanese regulations were properly complied with.

Jin Seok Choi, Kyo Jun Shim, Ji Soo Kim, Chris H. Kang and Joseph Choe served as the advisory team for the Transaction.