Contracts
We provide practical legal advice regarding various contracts which are the foundation of corporate activities, corresponding to our clients’ business, in order for our clients to control the risk appropriately and to reach agreements smoothly. We can advise on contracts in Japanese, English and Chinese, including attending the contract negotiation meetings with our clients.
We also advise our clients on the interpretation of and disputes relating to existing contracts based on our extensive experience.
Examples
Master Transaction Agreement, Sales Agreement, Procurement Agreement, Manufacturing Agreement, Original Equipment Manufacturing Agreement, License Agreement, System Development Agreement, Transaction Agreement regarding M&A such as Stock Purchase Agreement and Asset Purchase Agreement, Joint Venture Agreement, Shareholders Agreement, Capital/Business Alliance Agreement, Real Property Sales Agreement, Real Property Lease Agreement, Advisory Agreement, Non-disclosure Agreement, Agreement within Corporate Group and other transaction agreements.
Companies Act and Financial Instruments and Exchange Act
Based on our expertise, we advise private or public companies on various corporate matters, such as compliance with existing laws and regulations and the amendment, related to the Companies Act and Financial Instruments and Exchange Act, which are the basic laws of corporations. We can flexibly provide appropriate legal services depending on the clients’ needs and budget, from simple and quick replies by e-mail to meticulous and elaborate written legal opinion. We are also available to provide second opinion as necessary.
Examples
・Matters regarding corporate organizations and governance, such as shareholders’ meeting, board of directors.
・Compliance with regulations on corporate actions, such as issuance of new stocks and share buyback.
・Compliance with regulations on M&A and organizational restructuring such as stock transfer and business transfer, including TOB regulations and large shareholding reports.
・Regulations for public companies, such as disclosure regulations on disclosure, insider trading and market manipulations.
・Management liability of directors and auditors, etc., which is called performance of their duties with due care of a prudent manager.
Litigations and Disputes
We represent both of plaintiffs and defendants in the disputes relating to corporate activities. We handle the cases carefully but sometimes with boldness, considering not only clients’ interests but also other perspectives such as situation of the person in charge and the influence on the stakeholders such as stockholders and other business clients.
In disputes relating to financial instruments, we mainly represent financial organizations and are able to provide legal services all the way from pre-negotiation to financial ADR and litigation.
Shareholders’ Meetings and Corporate Governance
We advise companies of various industries and sizes on operation of shareholders’ meetings, board of directors meetings and other meeting committees, change or restructure of corporate organizations or forms, correspondence to corporate governance code, etc. Our advice is from the perspective of practices and standards of other companies or our clients’ own investor relations as well as the compliance with the laws and regulations.
Mergers & Acquisitions and Corporate Reorganization
We advise domestic and foreign companies of various sizes on M&A (Corporate Acquisitions) and Group Reorganization Transactions, based on a variety of practical experience. We can handle small or medium-sized acquisitions or sales (Exit Transactions) by ourselves and large-sized transactions in the collaboration with other legal experts.
Examples
・Acquisition of Shares including TOB of public companies.
・Asset Purchase, Merger including reverse merger, Company Split, Stock Exchange (Kabushiki-koukan), Stock Transfer (Kabushiki-iten).
・Sale of shares or business (Exit Transactions).
・Transactions acquiring as a wholly-owned company (Squeeze-Out Transactions).
・Joint Venture, Shareholders Agreements and Capital/Business Alliance.
・Advice on compliance with domestic and foreign regulations for M&A or Corporate Reorganizations including filings under competition laws and the Securities Act such as Form F-4.
Financial Transactions and Fundraisings
Through our experience in a leading Securities Company and practice in the financial industries, our expertise covers financial transactions including fundraising and compliance with financial regulations.
Examples
・Corporate finance transactions including issuance of new stocks and corporate bond and corporate loans.
・Asset finance transactions including securitization.
・incorporation and administration of, and investment in, funds.
・Compliance with regulations on financial business such as the Banking Act, the Financial Instrument and Exchange Act, the Trust Business Act and the Money Lending Business Act.
Cross-border Transactions
We advise our clients on cross-border transactions, whether inbound or outbound, sometimes in collaborations with foreign lawyers as appropriate. We also advise Japanese companies on management of foreign subsidiaries after they expand their business globally.
Examples
・Transaction Agreements, Alliance Agreements, Joint Venture Agreements, Investment Agreements, Shareholders Agreements between domestic and foreign companies.
・M&A between domestic and foreign companies.
・Management of foreign subsidiaries including compliance with local regulations such as competition laws, bribery regulations and data protection laws.
Compliance
We provide practical advice and solutions on various compliance problems that occur in our clients while operating their business, including competition laws, consumer protection laws, data protection laws and industry regulations. Our advice is to ensure both of appropriate regulatory compliance and reasonable cost.
Intellectual Property and Information Security
We advise our clients on strategic management of intellectual property rights such as patent rights, trademark rights and copyrights , etc., and trade secrets from contractual management by License Agreements, Joint-Development Agreements, Sales Agreements, Non-disclosure Agreements, internal rules of company, etc., to representation in litigations and disputes, including cases relating to violation of the Unfair Competition Prevention Act.
Human Resource and Labor Law
We advise our clients on human resources and labor law issues from labor management by rules of employment, labor contracts, labor-management agreements, etc., to compliance of labor laws including the Labor Standards Act, Labor Contracts Act and Act on Securing the Proper Operation of Worker Dispatching Businesses and Protecting Dispatched Workers . We further provide legal services relating to litigation and disputes regarding termination of employment relationships and violation of obligation of security, etc.
Start-ups and New Businesses
We provide timely and flexible legal support to start-ups and companies which are developing new businesses in solving their legal issues such as managing rights and know-how through agreements, due diligence of legal risks of new businesses, fundraising, establishing governance systems including effective shareholders’ meetings and board of directors, relationships with shareholders and creditors.
China Practice
We provide legal support for outbound business such as Japanese companies’ investment in China, management of local subsidiaries, M&A or intellectual property issues in China and so on. In addition, we also provide legal support for inbound business such as Chinese companies’ inbound investment in Japan, advice on issues of Chinese companies’ subsidiaries in Japan based on Japanese laws.
We are able to provide timely and high-quality Chinese legal services which are supported by Chinese Lawyer in our office.
Training programs and Seminars
We provide external training programs and seminars to disseminate our expertise and practical experience obtained in the cases and legal fields we have handled. We also provide internal training programs and seminars for companies or their departments according to the clients’ requests and needs. Please feel free to contact us if you are interested in these services.