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Masato Yamanaka

Capital Markets, Real Estate, Banking & Finance

Professional Summary

Masato Yamanaka has more than 10 years of experience in the field of finance and corporate law. He has contributed to various publications and given numerous lectures for financial institutions, law firms, accounting firms, tax firms, real estate companies and consulting firms. He has authored numerous articles, including the Federal and State Law Systems in USC concerning Management of Lease and Rental Housing in 2010, for various legal publications. In 2009, he was an observer in the pro bono committee of the Firm’s New York office. Prior to joining Baker McKenzie, he worked for Mitsui, Yasuda, Wani & Maeda from 1998 to 2002.

Practice Focus

Mr. Yamanaka’s practice focuses on finance law and corporate law related matters, including regulation of financial institutions and general corporations, securitization and liquidation, collective investment schemes, as well as disclosure in primary and secondary securities markets, and derivative transactions. His practice also covers a number of litigation related to financial products.

Representative Clients, Cases or Matters

  • Prepared offering memorandums for distribution of bonds, covered warrants, collateralized debt obligations and shares.
  • Assisted in, and prepared legal documents for, the creation of film funds and the scheme for securitization of a Ferris wheel.
  • Assisted in establishing the first yen denominated foreign investment trust and game fund (the dividends correlate with the number of particular games sold).
  • Assisted in establishing a joint venture between Japanese and US securities brokers for a wrap account business for securities trade.
  • Prepared legal opinion letters on weather derivatives, earthquake derivatives and other new derivatives.
  • Assisted in the establishment of a Japanese investment partnership and overseas limited partnership.

Publications, Presentations and Articles

Publications and Articles

I. Securities Regulation

  • “Need for Self-Regulatory and Aggressive Securities Market Regulations,” The Japan Business Law, May 2006
  • “Financing Scheme (Moving Strike Convertible Bond) Used by Livedoor and Lehman Brothers,” The Japan Business Law, May 2005
  • Co-author, “Case Study of Ministerial Ordinance concerning Securities Companies: An Examination of Cases where Sanctions were Imposed by the Financial Services Agency Regarding EB Bond/Provision of Special Benefit,” Commercial Law Review, March 2003

II. Trust, Investment Trust, Investment Advisory Business, Fiduciary Duty

  • “Legal and Practical Issues of Life Insurance Trust” Shintaku Forum vol.5, March 2016
  • “Points to Note for Sale of Inventment Trust – How to Act If a Distributing Company (Hanbai Kaisha) Finds an Inadequate Prospectus- Analysis Based on Tokyo High Court Decision Regarding Investment Trust with Monthly Dividend dated Janurary 26, 2015” Ginko Homu21 No. 788, July 2015
  • “Consideration on Accountability of Investment Trust Management Companies – Based on Tokyo District Court Evaluation Regarding Monthly Dividend Type Investment Trust dated March 11, 2014” Kinyu Homu Jijo No. 2006, November 2014
  • “Fiduciary Duty of Asset Management Companies under Japanese Law,” Jurist, December 2003
  • Co-author, “Investment Trust with Only One Beneficiary and Investment Trust Investing in Only One Investment (Volume I and Volume II),” Kinyu Homu Jijo Nos. 1671 and 1672, April 2003
  • Co-author, “Theoretical Inquiries on Duty of Explanation with respect to MMF and other Investment Trusts,” Kinyu Homu JijoNo. 1642, May 2002
  • “Loss of Principal of MMF (Money Market Fund) and Accounting for Investors: Accountability of Investment Trust Management Companies and Distribution Companies,” Kinyu Homu Jijo No. 1630, December 2001
  • “Inquiries on Various Concepts about Investment Trust,” Kinyu Homu Jijo No. 1575, April 2000

III. Derivatives

  • “Soccer Lottery (“TOTO”) and New Types of Derivatives,” Kinyu Homu Jijo No. 1609, April 2001
  • Co-author, “Derivatives Transactions under Financial System Reform Laws (1) – (4),” Kinyu Homu Jijo Nos. 1539 -1543, February – April 1999

IV. Corporate Law

  • “Legal Issues on Protection against Hostile Takeovers (Volumes I and II),” The Japan Business Law, November and December 2005
  • “Unification of Kabushiki Kaisha and Yugen Kaisha: Goudou Kaisha and LLP,” Zeimu Koho, February 2005
  • All about the New Corporate Law Code: Q&A, Chuokeizai-sha, Inc., 2005

V. Securitization

  • “Fundamental Concepts of Investment Management Business in Financial Instruments and Exchange Act –  Real Estate Fund of Securitization Type-” Kinyu Homu Jijo No. 1825, February 2008
  • “New Company Law and SPCs in Securitization,” Kinyu-Homu-Jijo No. 1767, April 2006
  • “Effect brought onto the Practice of Securitization and Business Reorganization by New Laws in Japan,” New Business Law, December 2004

VI. Personal Information Protection Law

  • “Personal Information Protection Law: How to Address Issues Related to Delegates,” The Japan Business Law, February 2005

VII. Bankruptcy Law

  • Co-author, All about the New Bankruptcy Law Promulgated on June 2, 2004, Chuokeizai-sha, Inc., 2004

VIII. Others

  • “Federal and State Law Systems in USC concerning Management of Lease and Rental Housing,” The Japanese Journal of Real Estate Sciences No. 93, September 2010
  • “Responsibility of Rookie Lawyer Causing Losses by Giving Bad Advice to a Client,” The Japan Business Law, January 2004
  • “Rights and Obligations Represented by the Bill of Landing,” Keiri-joho, October 2003
  • “Practice for the Right to Complete Blank Checks,” Keiri-joho, March 2003


District of Columbia~United States (2017)
New York~United States (2011)
Japan (1998)

Professional Association and Memberships

  • Japan Federation of Bar Associations – Member
  • Dai-ni Tokyo Bar Association – Member of Disciplinary Committee
  • Japan Securities Investment Advisers Association (JSIAA) – Member of the Study Committee concerning the Duty of Care Owed by Investment Advisers (2000 – 2001)
  • Japan Securities Investment Advisers Association (JSIAA) – Member of the Study Committee on the Exercise of Shareholders’ Rights (2001-2002)
  • Dai-ni Tokyo Bar Association – Elected Member of the Executive Committee (2004 – 2005)
  • Japan Securities Investment Advisers Association (JSIAA) – Member of the “Study Committee of Investment Advisory Service Act (2005 – 2006)
  • Japan Association of the Law of Trust – Member
  • Waseda Law School – Academic Adviser (2005 – 2008)
  • New York State Bar Association – Member
  • New York City Bar Association – Member
  • Civil Trust Promotion Center (General Incorporated Association [Ippan Shadan Hojin]) – Registered Civil Trust Practitioner
  • Japan Federation of Bar Associations – Member of Administrative Litigation Center Association


University of Pennsylvania Law School (LL.M.)(2009)
Waseda University (LL.B.)(1996)

Corporate responsibility

  • Mr. Yamanaka was involved in the Pro Bono Committee as an observer in Baker McKenzie’s New York office from September to December 2009.
  • 2014 to the present: Member of Administrative Litigation Center of Japan Federation of Bar Associations
  • 2015 to the present: Member of Disciplinary Committee of Daini Tokyo Bar Association


Japanese, English