The Japan Real Estate Recovery Fund was a $110 million closed-end fund managed by WL Ross & Co. in the U.S. to invest in distressed commercial real estate in Japan.  It was set up as a co-investment structure on a dollar for dollar basis with Daiwa Securities in Japan, creating a total investment pool of $220 million

The structure, at the top level, included two U.S. companies, a Cayman Islands company and a Cayman Islands limited partnership.  At the investment level it then included additional structures in both the Cayman Islands as well as special purpose acquisition vehicles in Japan for each portfolio of acquisitions.

Specific responsibilities included:

• managing the overall proposal for formation of the investment structure;

• drafting and negotiating limited partnership agreement, articles of association, and other corporate formation documents, private placement memorandum and other disclosure materials, subscription agreements and regulatory filings to effect the formation of all entities for the fund;

• leading negotiations with potential investors in the fund, including Howard Hughes Medical Institute, Case Western Reserve University, Permal, CalPERS, and University of Virginia Endowment Fund;

• managing and reviewing the proposed structure of the local Japanese investment arrangements and the co-investment structure with Daiwa Securities in Japan, including many discussions with tax lawyers and accountants in Japan;

• managing tax advice for entities in the fund structure as well as for the investors in the fund through discussions with Japanese and U.S. tax lawyers and accountants;

• advising directly on corporate and securities matters in the U.S.