Fee Structure and Costs
Our attorney fees will either be (1) flats fee agreed upon in advance or (2) fees calculated based on the time that attorney actually spend on the matter (hourly rates), depending on the nature of the specific cases. Please inquire to find out which method of billing will apply to a specific matter. In both case, in principles the Firm will prepare and execute a fee agreement (or engagement agreement) with the client in advance, and to the extent possible we indicate in advance how the attorney fee will be calculated. In certain cases, we set a fee ceiling to prevent costs from increasing beyond expectations, and if it looks as the fee will exceed that amount, we will consult with the client how to proceed.
The Client shall pay as legal fees the amount obtained by multiplying the following hourly rates by the number of hours spent by the Attorney and other lawyers and/or staff members involved in processing the entrusted matter. If any lawyer and/or staff member other than the above is involved in the matter, his or her hourly rates will be provided separately. Attorney will submit the statements of fee and charges to the Client on a monthly or less frequent basis. All statements will be payable within one month of their receipt by the Client. Where applicable, Japanese consumption tax will be added to and payable on the statements. In case you have Komon-Keiyaku, a general counsel agreement with our firm, you can get 20% discount for the hourly rate.
Lawyer and/or staff members involved
Hourly rates (include tax)
|Staffs, including paralegal||JPY16,500|
Estimation of Legal Fee
If you send us an English contract before your consultation, we can check the contents of the contract in advance and provide you with a more detailed consultation on the contents. We will make a quote after the first consultation. With approval of the estimated amount and business content, we will create an engagement agreement. Except for small remuneration amounts, remuneration will be generated only by concluding an engagement agreement or accepting a quote.
There are various types of contracts in English, but in most cases, the budget for creating and checking contracts is limited for the client. It is often requested that the person in charge of the company needs to work within a limited budget, one may be unsure of whether or not to make a request due to the potentially high legal fees. At our office, in principle, based on the request of the client, we will prepare a quote, obtain the client’s consent, and conclude a delegation agreement that specifies the amount of compensation for the lawyer. As we begin work, we will try to keep the lawyer’s fees in line with the requests of our clients as much as possible. However, the content of the contract can sometimes be complicated when establishing a joint venture or capital tie-up overseas, and there are cases where agreement is reached through repeated consultations. In such a case, the cost will be high and it will be difficult to calculate with a fixed fee, so it will be necessary to charge by time charge. Even in such a case, we will discuss the time charge from the very beginning as much as possible and the estimated work time etc. with the client.
In our office, we create a quote and state the amount of the lawyer fee. The request procedure is as follows:
Inquiries by phone or email
Creating a quote
Creating an engagement agreement
Creating, checking and translating English language contracts
Examples of rewards for each handling case
|English confidentiality agreement (2 pages in English)||55,000 yen|
|Translation of Articles of incorporation (7 pages in Japanese)||110,000 yen|
|Creating an English license agreement||220,000 yen|
|Translation of foreign judgment (English) into Japanese and providing legal advice on Strategies and policies in response to overseas litigation, taking into account the future prospects.
Legal check of English confidentiality agreement
|Service contract in English created for outsourcing of services commissioned by Russian companies (7 pages in English)||275,000 yen|
|Software license between Japanese and American company, Japanese translation of the contract (8 pages in English), Two Japanese companies’ requirements have been added in English.||165,000 yen|
|Acquisition Rights Agreement, Articles of Incorporation, Agreements such as shareholder agreements and term sheets (89 pages in total English) Created a summary and made comments.||1,045,000 yen|
|For Japanese companies who imported product materials from Chinese companies: Non-disclosure agreement, basic agreement on sales transactions (both in English and Japanese)||275,000 yen|
Our firm has experience in offering these services in English. We look forward to handling your English translation needs professionally, confidentially, and with great detail.
1 Formation of Japanese Entities
We have wide range of experience for the formation of Japanese subsidiary and Japanese branch office for foreign companies. For through understanding for Japan business, we prepare all documents in English and Japanese language simultaneously. Our services for foreign companies include;
◆ Incorporation of Japanese Subsidiary◆ Incorporation of Japanese Branch Office◆ Working Visa Application◆ Preparation of Employment Contract and Rules of Employment◆ Obtaining Business License◆ Filing necessary documents with appropriate government authorities◆ Advice for Shareholders’ Meeting and BOD Meeting
※ Our colleagues, AP Outsourcing will provide accounting, tax and payroll. You can obtain more information from http://www.ecovis.com/jp/
2 Legal Counsel for the operation of Japanese Companies
The Firm provides a range of legal services that are needed when Japanese and foreign companies do business in Japan. With regard to corporate management and operations, we believe that from the perspective of preventing future disputes, it is extremely important that attorneys take a Japanese legal perspective when they prepare contracts and other corporate documents. Firm attorneys with extensive business and legal knowledge prepare agreements giving full consideration to such matters as legal appropriateness, potential risks that the company faces determined from past experience, and business requirements. The Firm can prepare contract in Japanese or English and can translate contracts into Japanese or English as needed.
3 Creation, Negotiation, Check,
and Translation of English Contracts
Rely on international lawyer to create and translate an English language contract. Our Lawyer Kuribayashi has experience with almost 30 years in the field of international trade. New York qualified lawyer will answer to your questions directly. Concerns such as wanting to amend an English contract, add a new clause, or not understanding the English, can be directly addressed by our experienced team. Our firm has nearly 30 years of work experience in the field of international transactions, and Mr. Kuribayashi has direct experience of studying in the United States, has qualified for the New York State Bar, and has worked at a foreign law firm. On behalf of now more than 100 Japanese companies, our office has negotiated, created, checked and translated various contracts such as confidentiality agreements, product sales agreements, license agreements, distributor agreements and stock transfer agreements.
At the request of the client, we will create the most appropriate contract for the transaction. In addition, we are also able to support our clients in final contract signing. We can draft a counter proposal reflecting the company’s request, by consulting with the foreign company that is the transaction partner, by telephone or e-mail, and sometimes meeting directly with the partner’s agent.
If there is almost no problem with the contents of the contract presented by the other party, and the outline of the contract is understood, but you would like to do a final check from the viewpoint of a lawyer before the signing of the contract, we would be happy to assist. As an expert in law and in international business, we not only understand the grammatical meaning of the terms of contracts, but we can also compare them with contracts we have dealt with in the past. We consider whether the contract is likely to be one-sidedly disadvantageous to the client, how the risk is allocated in regards to common issues in other companies’, and how reasonable the contract is in general.
English language contracts are written in technical terms and require a fairly complex and detailed description depending on the nature of the transaction, so understanding them requires considerable skill. In addition, subtle nuances and special grammatical structures specific to English language contracts might be used. Some of our clients may be required to have an accurate understanding of all of the provisions, and on the contrary, we only need to get an overview, so we want you to make the translation as cheap as possible and submit your translation as quickly as possible. Requests may be made. In our office, we will consult with our clients in advance and make every effort to achieve the best possible results.
4 Legal Advice for Cross Border Transactions
The shrinking Japanese market and the globalization of the economy have increased the chances of doing business overseas, not only for large corporations, but also for small and medium enterprises. An increasing number of managers are also seeking to expand their overseas markets in search of more profit opportunities, rather than staying in the highly competitive Japanese market. It is often the case that Japanese companies want to acquire a foreign company or launch a joint venture.
Even in the case of transactions in Japan, it is necessary to conclude a basic agreement when starting a transaction with a third party, and depending on the situation, specify more detailed transaction conditions in individual contracts. However, writing contracts is more important when dealing with foreign companies.
First, due to the fact that it is a transaction between companies with different legal systems and business practices, it is extremely unclear if there is an exact agreement between parties, and it is extremely difficult to argue that there was agreement if it is not written into the contract. Secondly, in Europe and the United States, where business is centered on contracts, we believe that there will be no profit unless contracts are concluded. Once a contract is concluded, the revenues specified in the contract can be expected to be earned.
In other words, contracts are the source of revenue, and profits can be determined in the negotiations for the creation and conclusion of contracts. Traditionally, Japanese companies believe that selling good products can secure profits. However, even with profitable products, what percentage of margin can be obtained, including insurance and freight charges, is determined in the final stage of the contract. How much everything costs and what portion of it one will be responsible for, is a very important factor in determining revenue.
In our work, volatile exchange rate causes companies to suffer significant losses, despite the fact that the sellers and buyers in the international sales contracts were profitable. On the other hand, those who were not exposed to foreign exchange risk continued to generate profits. The terms of the contract will not only have a significant effect on the balance of the transaction, but will also in some cases affect the overall operation of the company. Currently, most contracts for international transactions are written in English, so it is essential to understand English contracts when conducting overseas transactions.
When writing a contract in English, it is unlikely for anyone to write down the contract on their own from the outset. Most of the time, a contract is created that matches one’s situation from an existing contract, and then adding the current special circumstances. However, since it is not clear whether the format they are going to use is really appropriate for their situation or the content of the transaction, both parties may come up with their own first draft.
There is not much difference in which first draft to use when the parties’ positions are considered even, such as when both parties have a confidentiality obligation in a confidentiality agreement. But, for example, in a license agreement, it is not always preferable to ask the other party to create a first draft, because there are both forms that are advantageous for the licensor (licensing party) and those that are advantageous for the licensee (licensing party).
In addition, if the other party sends a contract as a first proposal, the Japanese company must submit a counter proposal to reflect the request of the Japanese company. For example, if the accepted inspection of a product is proposed to be within 3 days after the arrival of the product but you want at least one week, it is relatively easy to create a counter proposal. However, if you want the quality assurance to be written more clearly or want limit the scope of non-competition, you will need to accurately document your ideas and present it to the other party. You also need to check whether there is any difference between your viewpoint and the basic terms of the transaction, such as who is responsible for currency risk and whether it is an FOB transaction or a CIF transaction.
5 Samples concluded
in a contract through consultation and negotiation
Not only are there a wide variety of contracts covered, but there is also a broad scope of negotiations with companies in Europe, Asia and the United States. The following are some of the contracts that we have drawn up and signed in English through negotiations with foreign companies on behalf of Japanese companies.
When a Japanese company initiated a transaction to purchase goods from a New Zealand company, we acted on behalf of the Japanese company in a non-disclosure agreement (NDA, Confidentiality Agreement), and a basic English-language agreement for sale (Sale & Purchase Agreement) was created.
When a Japanese company received a license for software from a French company, we negotiated on behalf of the Japanese company with a French lawyer who represented the software company. Reflecting the various requests of the Japanese company, we obtained a license agreement.
Subscription Agreements and Shareholders Agreements have been prepared for underwriting shares issued by US companies between Japanese and US companies.
When a Japanese company nominated a Taiwanese company as a sales agent, we created a License agreement, a Sale & Purchase Agreement and a Distributor Agreement for selling products in Taiwan through the sales agent.
When a Japanese company sold a division of its business to an American company, we negotiated with an American lawyer on behalf of the Japanese company and drafted an Asset Sale Agreement.
When a Japanese company invested in an Israeli company, we created a Stock Purchase Agreement, a Shareholders Agreement, etc.
We negotiated a joint venture contract in the United States with a JV contract, negotiated the transfer of the business to a third party, and created related contracts, such as a stock transfer contract and a business transfer contract.
Created an independent contractor agreement, non-competition agreement, and non-disclosure agreement for hiring a Japanese person to perform business in Hong Kong.
Distributor Agreement for Japanese companies outsourcing to Russian companies.
Created an Independent Contractor Agreement for a Japanese company who hired someone in Vietnam.
Negotiated on behalf of a Japanese company on product quality and defects between a Japanese company and a Dutch company, who agreed to settle the dispute by paying part of the unpaid price, and there was no remaining debt. A Settlement Agreement was created to confirm this.
Upon termination of the distributor agreement, a trademark transfer agreement and a termination and transition agreement (Termination & Transition Agreement) was drawn up to clarify the processing of the trademark right and the processing during the termination period.
A Japanese company entrusted a Taiwanese company to manufacture products under the standards and brands of the Japanese company and we provided an OEM agreement (Manufacturing & Supply Agreement) in Japanese and English.