You can fully depend on us for due diligence in a securitization or fund scheme. We have abundant experience in the area due diligence.
Target assets (examples) :　leases, installments receivable, real estate-backed receivables, mortgage loans, consumer loans, etc

■ Investigation to ensure no double assignment of the subject assets was made

We will investigate the receivables assigned by the originator to the SPC to demonstrate that they were not assigned likewise to any third party. We also investigate the recievables to demonstrate that no fictitious receivables slipped into the assigned portfolio.

Flow (example) to check a double assignment

■ AUP (Agreed Upon Procedure)

We conduct due diligence (AUP) on securitizable assets when a finance structure is set up as well as while it is in operation. When a request for due diligence is received, we promptly submit an investigation report.

Agreed upon procedures (example)

We take the fullest advantage of our abundant exprience and know-how thus far accumulated in the securitization and fund industry, provide advice on the scheme best suited to fund restructuring, and propose solutions to arising problems. In this manner, we make our utmost efforts to ensure the continuing availability of funds. We also provide many follow-up services for cases where no players exist because the parties concerned went bankrupt, particularly in the ceses as shown below:

Case (1)　Taking over the administration and management of 15 SPCs from fund management company A that went bankrupt

Case (2)　Support provided in a securitization project services by BUS

Case (3)　Improvement of the SPC administration in a fund where the asset manager absent

We provide a “one-stop”service for foreign investors seeking to invest in Japan, ranging from advising at the stage of scheme creation to the administration, management and liquidation of the established SPC, in the same manner as we provide securitization and fund management services as explained later.

Making use of our wide-ranging know-how, we will provide advice on the most suitable scheme, identify fund management problems, and propose solutions. Our service will be focused principally on accounting and tax treatment at the stage of scheme creation as well as during the period of SPC operation.

Specifically,
　1) we offer scheme advice based on the characteristics of each asset and SPC;
　2) we offer off-balance-sheet proposals based on a cash flow analysis;
　3) we prepare a cash flow simulation and give advice based on the simulation;
　4) we study consolidating the SPC in financial statements; and
　5) we provide a consulting service on the management and financing of intellectual property.


We offer a “one stop” service ranging from the establishment of an SPC to its management and liquidation, taking advantage of the abundant experience we have built up since our foundation.

■ SPC establishment/liquidation service

We provide services for the establishment and liquidation of an LLC, TMK (SPC), incorporated association, joint-stock company, incorporated NPO, investment partnership, LLP, etc.

■ SPC administration service

Preparation of reports to investors, preparation of tax related filings, preparation of tax declarations, preparation of account books, custody and administration of primary documentary records such as contracts and invoices, custody and administration of seals, maintenance of meeting minutes, preparation for audits

■ Corporate officer dispatch service for SPC or foreign corporation's branch office in Japan

We dispatch SPC corporate officers including directors, auditors, executive operating officers, and inspectors.

■ Support for system development, data processing and system audit service

Drawing on the strength of our ICT department, we undertake analysis of data pertaining to securitizable assets, provide system development support and a system audit service. Specifically, our services range from performance analysis and creation of data transfer and reporting systems to advice on and assessment of system development, creation of a receivables management system and a system audit service.

■ Electronic public notice service for SPCs

We provide services to facilitate conversion of official gazette publications into electronic public notices, particularly regarding financial statements.

We provide appropriate advice on various tax-related matters, including establishment of corporations, that may accompany business expansion or investment from foreign countries in Japan or vice versa. Specifically, we offer counseling or make proposals regarding tax treaties between Japan and foreign countries, withholding taxes imposed on offshore transactions, taxes imposed on foreign transactions (such as the taxation system in effect in tax havens) and taxation applicable to undercapitalization. In all such issues we offer advice on the most suitable tax plan so that our clients will not fail to receive all available benefits.

The accounting standards currently used in Japan permit voluntary adoption of International Financial Reporting Standards (IFRS) in and after March 2009. In 2012, competent authorities will discuss if the international standards should be made obligatory. In accordance with the Tokyo Agreement, we should continue to advance convergence between the Japanese and international accounting standards to facilitate adaptation to internationally consistent accounting standards by the end of June 2011. We provide an advisory service for clients who are considering converging their system with the IFRS. We also provide a service to assist in the reclassification of consolidated financial statements into IFRS-compliant statements.

■ Reference: Differences between Japanese accounting standards and the international standards (quoted from the Nihon Keizai Shimbun)

・　Calculation of interest and dividends payable from SPC;
・　Performing payment procedures pertaining to SPC;
・　Management of time schedule for payments pursuant to agreement;
・　Maintenance and management of bank accounts, bank books, etc.

We preserve assets held by any of the involved parties and perform cash (account) management from a neutral standpoint.

We perform account management to prevent the risk of cash being inappropriately used by the investee company and to preserve the investor’s assets.

A neutral third party (ASAO) performs cash management in cases of fund settlement between a Seller and Buyer involving large sums of money.

We perform account management from a neutral standpoint for a company undergoing rehabilitation or bankruptcy proceedings and which involve many interested parties.

In an M&A event or a business rehabilitation or reorganization, a third-party evaluation of corporate (share) value is performed on the involved companies for the purpose of clearly demonstrating the fairness of the selling price and fulfilling the seller’s or buyer’s accountability obligations with shareholders. Such evaluation becomes necessary in many situations where an objective assessment of corporate (assets) value is required as when a company is subject to listing examination or is required to take inheritance measures. We can undertake to evaluate corporate and asset value in such a manner that the evaluation will lead to their fair value being determined by an appropriate evaluation method that takes into consideration the background of the customer’s transactions. Where necessary under the particular circumstances we will interview management, review the business plan, and include the results obtained in the evaluation as material upon which a qualitative judgment can be based.

ASA Group including ASAO provides optimal advice taking into consideration what form a company experiencing temporary business problems should seek to establish in the future and exploring a wide range of possibilities. Whether for domestic or cross-border needs, we provide clients with strong business support taking advantage of ASA Group’s collective strength and know-how.

■ Due diligence

Due diligence as part of a business rehabilitation is a service that investigates the causes of negative net worth, puts together materials for rehabilitation or liquidation planning and analyzes and reports the obtained results and materials. In some cases, we check the client’s financial situation and identify all business-related or legal risks. Results of an objective, judicious investigation made by a third party is indispensable for planning the client’s rehabilitation.

■ Improvement plan in a business arrangement (example)

One proposal for cash flow improvement is the rescheduling of repayments to financial institutions. If rescheduling is determined to be necessary because of a difficult cash position, ASA Group assists in the development of a rescheduling plan and in negotiations with financial institutions. Then, while negotiating rescheduling plans, we will formulate plans to sell assets and cut costs and expenses and search for available public funds. (*1)

■ Scheme for business rehabilitation (example)

In examining various business rehabilitation possibilities, we will obtain funds for a company placed under the Civil Rehabilitation Law (a company in legal bankruptcy proceedings), by assigning to another company a business that is likely to generate positive cash flows in the future. ASA Group provides comprehensive assistance for a rehabilitation scheme including support for fundraising, establishment of an SPC (as a recipient of the business being assigned), arrangements for related registrations, and execution of necessary agreements. (*1)

ASA Group provides help to ensure a smooth M&A operation as a financial adviser for M&A projects as well as a service provider in charge of any specific parts of the M&A operation. Upon request, we will make full use of ASA Group’s total support capabilities and provide a “one-stop service” ranging from matching the seller and the buyer to post-closing consulting.

■ M&A flow chart (example)

(*1) ASK = Ask Co., Ltd. (Fundraising Adviser)
(*2) ABD =ASA Business Development, Inc. (Financial advisory service)
(*3) AST =Aoyama Sogo Licensed Tax Accountants’ Corporation

■ Case where a fund scheme is used

We will propose the most suitable scheme in consideration of accounting and tax matters and the background to the subject transaction. Where appropriate, we will provide assistance in the establishment of an SPC that serves as a recipient of a company (business) being acquired. Our services will include:

　・Establishment, management and liquidation of an SPC; and
　・Accounting and tax service for the SPC.

We will perform due diligence that includes examination of nonperforming receivables held by the company being acquired and evaluate such receivables. Based on the due diligence report, we will consider if a review of its business will likely rehabilitate the company being acquired, and then propose a scenario for selling nonperforming receivables (or for rehabilitation of the company). Where due diligence is performed with the focus on the real estate offered as collateral for the nonperforming receivables, we will review the value of such collateralized real estate in collaboration with real estate appraisers.

We will provide support to facilitate more efficient finance and accounting operations at large, medium or small companies in accordance with the needs of the client.

Specifically, we
　1) provide support for book-closing operations at listed companies and their subsidiaries;
　2) investigate and recognize the current status of companies in the rehabilitation or arrangement process, and manage and report their financial
　　 or earnings situation;
　3) provide support for accounting and tax-related capability of a particular project or SPC.

■ Case

An example of where we provided support for consolidated financial statements at a subsidiary of a major listed company.


ABD= ASA Business Development, Inc. (Financial advisory service)