Legal Opinion Preparation
Various Legal Opinions
We review various transaction-related documents, confirm whether appropriate procedures have been taken in accordance with the Companies Act, Civil Code, Financial Instruments and Exchange Act, and other laws and regulations. Legal opinions are prepared in Japanese and can also be prepared in English. Opinions prepared by our firm include the followin：
-Opinion on Capital Increase through Third-Party Allotment ;
-Opinion regarding capital contribution in kind ;
-Opinions on the validity of pledges ;
-Opinions on international share transfer agreements ; and
-Opinion on Capital Increase through Third-Party Allotment.
Opinion regarding capital increase through third-party allotment
When a listed company conducts a capital increase through a third-party allotment, it is often required to submit a legal opinion letter confirming the details of the procedures and that the capital increase is an appropriate third-party allotment in accordance with laws and regulations. In the issuing company, it can certify the appropriateness of the procedures to the investors (especially overseas investors). In addition, a written opinion of counsel may be required in the stock underwriting agreement. The following is the format for a written opinion regarding a third-party allotment.
Documents considered
-Securities registration statement submitted to the Director-General of the Kanto Local Finance Bureau
-A copy of the minutes of the board of directors’ meeting at which the issuance of shares was resolved
-A copy of the articles of incorporation
-A copy of the share handling rules
-Certificate of All Historical Matters
-Notice of Issuance of New Shares by way of Third-Party Allotment
-Amendment to Securities Registration Statement
-Notice of Effectuation of the Issuance
-A copy of the share subscription agreement
Assumptions
-That the document provided as a copy is an exact and complete copy of the original and corresponds to the original as actually signed.
-The original of the document provided to us as a copy is in existence without any modification, alteration or withdrawal.
-The signatures and seals of all parties are true and correct.
-That there are no agreements or contracts, oral or written, other than those submitted to us as copies, that affect this opinion of ours.
Opinion Concerning the Procedure under the Corporation Law
-According to the Articles of Incorporation and the Certificate of All Historical Matters, there is no provision in the Articles of Incorporation that requires the approval of the stock company for the acquisition of all or part of the shares to be issued by the stock company through transfer, and therefore, the company is a public company as defined in Article 2, Item 5 of the Companies Act. Pursuant to Article 201, Paragraph 1 of the Companies Act, except as provided in Article 199, Paragraph 3 of the Companies Act, the decision-making body for offering matters relating to shares to be offered shall be the Board of Directors.
-According to the Articles of Incorporation and the Regulations of the Board of Directors, resolutions of the Board of Directors shall be adopted by a majority of the directors present at a meeting where a majority of the directors are present. However, any director who has an interest in any matter that is the subject of the meeting may not participate in the resolution, and in such cases, the number of such directors shall not count toward the number of directors present at the meeting. According to the certificate of all historical matters, there are ● directors, of which ● are eligible to participate in the voting, except for XX.
-According to the minutes of the meeting of the Board of Directors, all of the directors who are entitled to participate in the voting on the issue of the Shares were present at the meeting of the Board of -Directors and the matter was approved and passed unanimously. Accordingly, the issuance of the Shares by your company and the performance of the company’s obligations thereunder were duly approved through the necessary internal procedures. The decisions on each of the matters prescribed in Article 199, Paragraph 1 of the Companies Act were made by a valid resolution of the Board of Directors.
-According to the minutes of the Board of Directors’ meeting and the securities registration statement, the Shares are subject to the matters prescribed in Article 199, Paragraph 1 of the Companies Act, and do not contain any other matters in violation of the Companies Act, related laws and regulations, the Articles of Incorporation, the Rules of the Board of Directors, and the Share Handling Regulations. Upon payment of the full amount to be paid in for the Shares, the Shares will be issued in a legal, valid and legally binding manner.
-According to the securities registration statement, your company has filed a notification of the matters to be offered in accordance with Article 4, Paragraph 1 of the Financial Instruments and Exchange Law, as stipulated in Article 240, Paragraph 4 of the Companies Act, at least two weeks prior to the allotment date of ●●, ●●, 20●●.
-According to the minutes of the board of directors’ meeting, resolution regarding the execution of a share subscription agreement, all directors who were entitled to vote on the matter were present at the board of directors’ meeting and the matter was approved and passed by unanimous consent. Your company’s representative director is authorized to represent your company, and your company’s representative director, XX, has signed the Share Subscription Agreement and the attached certificate on behalf of your company. Therefore, ●● Corporation is subscribing for the total number of Shares, and Articles 203 and 204 of the Companies Act do not apply. Each of the provisions of the Share Subscription Agreement is valid and legally binding on each of the parties hereto.
-According to the Articles of Incorporation and the Certificate of All Historical Matters, the total number of authorized shares of your company is ● shares. According to the Certificate of Historical Record, the total number of shares issued and outstanding is ● shares. According to the Notice, all of the stock acquisition rights already issued have been exercised. Therefore, even with the issuance of these shares, the number of shares has not exceeded the number obtained by deducting the total number of shares issued and outstanding from the total number of shares authorized to be issued.
-According to the Securities Registration Statement, Amendment Statement and Notification, the Securities Registration Statement was prepared in accordance with the Financial Instruments and Exchange Law and related laws and regulations, and the Securities Registration Statement became effective on ●●, ●●, 20●●.
-As long as your company complies with the rules and regulations of the Tokyo Stock Exchange, the Shares will be validly approved by the Tokyo Stock Exchange and will not be subject to any restrictions or limitations on transfer.
-Accordingly, the procedures for the issuance of the Shares are lawful.
Opinion on Favorable Issue
Opinions are often reserved as to whether or not this constitutes a Favorable Issue. However, in the case of a third-party allotment in accordance with the “Guidelines Concerning Handling of Capital Increase by Third-Party Allotment” partially revised on March 11, 2003 by the Japan Securities Dealers Association, an opinion regarding favorable issuance may be added.
Reserved Matters
Several reservations will be attached to the legal opinion. The reservations are based on the scope of the law and the limitations of the law.
Legal fees (excluding consumption tax)
| Type of Opinion | Attorney’s Fees |
|---|---|
| Opinion regarding third-party allotment | 1,000,000 yen – 3,000,000 yen |
| Opinion regarding the validity of a pledge | 1,000,000 yen – 3,000,000 yen |
| Opinion regarding capital contribution in kind | 400,000 yen – 800,000 yen |
| Opinion on compliance with procedures by Japanese parties in international M&A | 1,000,000 yen – 3,000,000 yen |
