Tapping Japanese Retail Equity Markets With and Without Listings


Tapping the Japanese Retail Equity Markets

with POWLs and TSE Listings (lead)

Ken Takahashi and Thomas Dreves, of the qualified joint enterprise offices of Tokyo Aoyama Aoki Law Office - Baker & McKenzie, Tokyo

Foreign equity issuers can take advantage of two principal methods to access Japanese retail investors – by making a public offering without listing (“POWL”) or by making a public offering in connection with a listing on the Tokyo Stock Exchange (“TSE”). While POWLs have seen a recent flurry of use in Asian privatizations, listed offerings have their own advantages that may make a TSE listing more attractive to particular issuers.

Issuers can also sell newly-issued equities into Japan by means of either an offering to qualified institutional investors or a private placement to a small number of investors. Such methods may involve number of legal issues including US securities law clearance, but in any event these methods are not suitable for reaching retail investors in Japan.


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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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