Preparation of various memorandums on the application of laws and regulations

Preparation of Memorandums

A memorandum is a written opinion by an attorney regarding the application of the law. There is no clear distinction as to whether to use the title Legal Opinion or Memorandum. Both are opinions of attorneys on the interpretation of statutes, so they should state their conclusions to the extent that there is no room for second-guessing. The difference is that legal opinions are often written in a standardized format, while memorandums emphasize the content of the opinion rather than the format, and attempt to express the lawyer’s thoughts freely, without being bound by a mold.

Memorandum on the existence of a right to claim damages

In an international litigation case (claim amount: approximately 10 billion yen), we were asked whether a Japanese company has a right to claim damages for tortious behavior against a foreign company, and whether the company has a chance of winning the case if it files a lawsuit overseas and the memorandum was prepared after researching related materials. The contents of the memorandum included the existence of a right to claim damages under substantive law and procedural issues, including the statute of limitations and whether there were any obstacles to filing a lawsuit abroad. In preparing the memorandum, we closely read and analyze hundreds of pages of contracts and related documents in English.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of memorandum in Japanese	3,000,000 yen

Legal opinions to be submitted to U.S. courts

There was a case in which the interpretation of Japanese laws and regulations was at issue in a lawsuit (value of the suit subject matter: 3 billion yen) in a New York court. We prepared a legal opinion (in English) from the standpoint of the plaintiff. The defendant’s side also submitted a written opinion to the court from the defendant’s standpoint. In the end, the New York State court adopted the written opinion we submitted and wrote a decision. Since this is an interpretation of a Japanese law, it is an opinion from our position as Expert Witnesses. The opinion letter to be submitted to the New York court has a certain formality, so it is necessary to prepare it in a form that fits the format of the letter. For example, the number of pages is limited to 20, so it is necessary to select the content of the opinion and keep it as compact as possible. In addition, the document must be authenticated by a notary public. The same is true for litigation in Singapore, where evidence to be submitted to the court must be prepared in a certain format and authenticated by a notary. Since there are differences depending on the country to which the evidence is to be submitted, it is necessary to confirm the method of submission.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of opinion letter (memorandum) in English	3,000,000 yen

Validity of non-compete agreement and how to deal with an employee who has been employed by a competing company

We prepared a memorandum on the validity of a contract stipulating non-competition after retirement in a case in which an employee of a company who had resigned from the company took a job at a competing company. In the memorandum, we also discuss how to respond both in and out of court, such as by way of a preliminary injunction or under the Unfair Competition Prevention Act. Note that the memorandum was prepared in both Japanese and English because the client in this case was a foreign company. Jurisdiction and governing law are also discussed.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of memorandum in Japanese and English	200,000 yen

Opinion on regulations for foreign companies selling products in Japan

We prepared a memorandum on whether or not a foreign company needs to obtain prior permission and approval from the Japanese government to sell products in Japan, and whether or not prior notification is required. We also examine guidelines in industry associations, the issue of the Act against Unjustifiable Premiums and Misleading Representations, and the regulations governing the export of products to Japan. Since the client is a foreign company, the memorandum is prepared in English.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of memorandum in English	500,000 yen

Preparation of memorandum on regulations under the Financial Instruments and Exchange Act

We prepared memorandum on regulations under the Capital Subscription Law and the Financial Instruments and Exchange Law regarding investments in real estate investment trusts.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of memorandum in Japanese	300,000 yen

Preparation of memorandum on business risks

A listed company had invested a large amount of money with the intention of a large-scale project. Various contracts, including the acquisition of land for the project, had already been signed and were in the process of being negotiated. However, the company decided to cancel the project and withdraw from the business for its own reasons. The company asked for our opinion on the maximum amount of damages they would be liable for if they withdrew from the project and terminated the contract. We analyzed the contents of the various contracts and compiled a memorandum of understanding, tallying the maximum damages that could be awarded.

Attorney’s Fees (excluding consumption tax)

Type of documents prepared	Attorney’s fees
Preparation of memorandum in Japanese	800,000 yen