Ayako Kawano

Partner, Tokyo

Biography

Overview

Ayako Kawano is a partner in the Tokyo M&A practice. She has extensive experience includes advising international and domestic clients on acquisitions, dispositions and restructuring of distressed loan and real estate portfolios, as well as in private equity investments, restructuring and cross-border bankruptcy-related M&A. She has a deep understanding of the complexities of international finance, and has worked on numerous cross-border transactions affecting clients with interests in Japan, Asia, Europe and the United States.

Ayako is widely recognized as a leading real estate expert across a broad range of practices, from formation of funds, to acquisitions and dispositions, including J-REITs and complex financing deals.

Ayako is a member of the Daini Tokyo Bar Association.

Bars and Courts
Japan Bar
Education
LLM
Harvard Law School
LLB
Osaka University
Languages
English
Japanese

Experience

PayPal Holdings, Inc.
Representation of PayPal Holdings, Inc. in its acquisition of Paidy Inc., a leading two-sided payments platform and provider of buy now, pay later solutions in Japan, for an enterprise value of ¥300 billion, or approximately US$2.7 billion (2021)

Starwood Capital Group
Representation of Starwood Capital Group, in its unsolicited tender offer for Invesco Office J-REIT, Inc., a listed J-REIT in Japan, for ¥22,500 per investment unit (total equity value of approximately ¥198 billion, publicly reported debt of ¥126 billion, for an enterprise value of approximately ¥325 billion (2021)

ESR
Representation of ESR, a leading developer, owner and operator of modern logistics real estate across Asia, in its acquisition of an Osaka data center asset, as part of a planned US$2.15 billion project. ESR acquired an existing facility together with associated land for development, which has the potential to yield a project with a total capacity of 78MW when completed. The campus, close to Japan’s major Internet Exchange and other network exchanges, is expected to have a potential gross asset value of US$2.15 billion (2021)

ESR
Representation of ESR on the formation of a perpetual core fund and joint venture among ESR, AXA Investment Managers - Real Assets (AXA IM), and a major sovereign wealth fund in connection with the acquisition of six logistics properties in Japan worth USD1 billion. This matter won "Real Estate Deal of the Year" by the ALB Japan Law Awards 2019 (2019)

Daimler AG
Representation of automobile manufacturer Daimler AG and its subsidiaries in connection with the global restructuring of Takata Corporation and its subsidiaries, component part suppliers responsible for the largest-ever consumer products recall. White & Case has assisted Daimler AG and its subsidiaries in navigating the complex issues arising out of insolvency proceedings in the US and Japan and coordinated out of court restructurings in Europe and elsewhere (2016)

gumi Inc.
Ayako advised gumi Inc. in its joint venture gumi Cryptos LLC, a cryptocurrency and blockchain technology-focused fund company (2018)

Skymark Airlines Restructuring
Ayako advised CIT Aerospace, a provider of leasing and financing solutions for aircraft fleets worldwide, in connection with the restructuring of Skymark Airlines, Japan's third largest airline which filed for bankruptcy in January of 2015 (2015)

Ellipsiz Ltd.'s acquisition of Tokyo cathode Laboratory Co., Ltd. 
Ayako advised Ellipsiz Ltd. and its US-based subsidiary, SV Probe Pte. Ltd., on the acquisition by business transfer of Tokyo Cathode Laboratory Co., Ltd. (TCL), a Japanese probe card manufacturer and supplier, out of TCL's Civil Rehabilitation Procedure filed with the Tokyo District Court. She also advised on and the further acquisition of the shares of or assets held by TCL's subsidiaries located in Hong Kong, Singapore, Taiwan and Guangzhou, China (2014)

Commerzbank's sale of Commerz Japan Real Estate Finance Corporation
Ayako worked as part of the international team which advised Commerzbank AG on the sale of its Tokyo-based subsidiary, Commerz Japan Real Estate Finance Corporation (CJREFC), to leading Asia-focused alternative investment manager PAG. As part of the transaction, the primarily subordinated loans held by CJREFC, which total around €700 million, are being transferred to the buyer (2014)

Qualcomm's US$120 million investment in Sharp
Ayako led the team which represented US-based Qualcomm Incorporated in its investment of up to US$120 million in Sharp Corporation, listed on the Tokyo Stock Exchange. Qualcomm invested US$60 million in exchange for newly issued shares, representing approximately 2.5% of Sharp's outstanding share capital at the end of 2012, and another US$60 million in 2013 contingent upon the satisfaction of certain milestones (2012)

Awards and Recognition

Leading Individual: Bengoshi: Real Estate and Construction: International Firms and Joint Ventures—Japan, The Legal 500 Asia Pacific 2022

Real Estate Lawyer of the Year, The Women in Business Law Awards for Asia 2021

Leading Lawyer: M&A, and Restructuring and insolvency—Japan, IFLR1000 2021

LGBT+ Lawyer of the Year, Chambers Asia-Pacific’s Diversity & Inclusion Awards 2020