Cross Border Transactions
The Firm provides a range of legal advice to the trading partners of foreign companies concerning their conduct of business in Japan. When foreign companies conduct transactions in Japan, a strong understanding of Japanese law is essential. When requested, the Firm will communicate with clients, provide advice, and prepare contracts and other documents, all in English. The main services that we provide are as follows: (1) Assistance in establishing a Japanese subsidiary or branch; (2) Preparation of filings or returns for submission to tax offices, the Labor Standards Bureau, and other government agencies; (3) Preparation of lease agreements, trading agreements, employment agreements, and other agreements; (4) Assistance in the acquisition of a Japanese company or acquisition by a Japanese company of a foreign company; (5) Advice concerning intellectual property rights and Anti-Monopoly Law; (6) Preparation of legal opinions concerning Japanese law and regulations; (7) Legal advice concerning liquidation of a Japanese subsidiary or other withdrawal from Japan.
Litigation and Dispute Resolution
The Firm specializes in litigation, ADR, and other dispute resolution, and we have represented numerous domestic and foreign companies in these matters. In litigation between companies in Japan, it is crucial to have a solid understanding of the Companies Act, Financial Instruments and Exchange Act, and other Japanese laws, and when formulating a litigation strategy, an understanding of both substantive and procedural law is required. The Firm does not simply represent clients in litigation, ADR, and preservative proceedings: we strive to provide exceptional service that includes the development of litigation strategies, the gathering and preparation of evidence, the investigation of assets of debtors, the preparation of legal opinions, and other comprehensive advice concerning Japanese law.
M&A and Business Succession
The Firm provides legal advice to Japanese and foreign companies in assorted M&A matters, including acquisition of foreign firms by Japanese companies and of Japanese companies by foreign firms. In our M&A practice, we provide comprehensive support, including preparation of confidentiality agreements, proposal of acquisition schemes, due diligence, contract negotiations, preparation of stock transfer agreements, and closing procedures. We also introduce acquisition target candidates, manage bid procedures, arrange acquisition financing from financial institutions, prepare and file notices to the Fair Trade Commission, Finance Bureau, and other government agencies, provide advice concerning restrictions on insider trading and tender offers (TOB) under the Financial Instruments and Exchange Act, and provide advice concerning timely disclosures.
General Corporate Law
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 legal appropriateness, potential risks that the company may face as a result of past experience, and business requirements. The Firm can prepare contracts in Japanese or English and can translate contracts into Japanese or English as needed. Some of the general corporate legal services that we provide are; (1) Preparation of contracts and internal rules; (2) Translation of contracts and corporate documents; (3) Advice concerning general shareholders meetings and board of directors meetings; (4) Collection of loan claims and sales receivables; (5) Equity finance and other financing; (6) Advice concerning specific laws (Financial Instruments and Exchange Act, Anti-Monopoly Act, Unfair Competition Prevention Act, etc.); (7) Establishment of companies and branches, corporate registration, establishment of foreign subsidiaries; (8) Compliance, crisis management.
Bankruptcy and Civil Rehabilitation Proceedings
The Firm has experience with bankruptcy petitions for a wide range of companies including trading companies, IT firms, contract manufacturers, hotel operators, and real estate companies. In addition, Firm attorneys have been appointed as bankruptcy administrators by the court in many bankruptcy proceedings and have extensive experience in this field. The Firm represents both debtors and creditors in Japanese insolvency proceedings (bankruptcy, civil rehabilitation, corporate reorganization). When representing debtors, we provide representation for the bankruptcy petition as well as for debtor in possession reorganizations. When representing creditors, we file claims in bankruptcy proceedings, collect debts through enforcement of security interests, organize the creditors committee, and provide opinions concerning the bankruptcy proceedings. Voluntary arrangement is commonly used as a means of liquidating the Japanese subsidiaries of foreign companies. The Firm can act as the debtor’s representative to negotiate with creditors, dispose of assets in Japan, finalize claims, and distribute residual assets.
Personal Legal Consultations
The Firm’s main services are corporate legal services in support of corporate operations, but we also frequently provide consultations concerning personal legal matters of the officers and employees of client companies such as divorce proceedings, criminal matters, and other legal issues. For divorce, inheritance, criminal matters, leases, and other matters involving an individual’s personal life, a specialist in the relevant area will hear the client’s circumstances and quickly determine an appropriate response. Areas in which we provide services include; (1) International Inheritance, including probate procedures and international property succession, collection from bank deposit from foreign banks; (2) Divorce (including international divorce); (3) Criminal matters; (4) Labor issues (including preparation of employment agreements and stock option agreements); (5) Leases and other real estate matters.