■ International Transactions
Attorneys, who are fluent in English and have wide experiences in both Japan-based companies’ entering into overseas markets and multinational companies’ coming into Japanese market, assist clients in international transactions. We provide legal support to clients in English in M&A, establishing a joint venture, overseas investments and entering into other international transactions. We closely coordinate with law firms in relevant jurisdictions as necessary.
For successful M&A and other transactions, it is essential to make elaborated planning from an expert viewpoint, obtain professional advice on applicable laws and regulations, conduct appropriate due diligence on a target company and successfully negotiate with a counterparty on a transaction agreement. Due to lack of them, unfortunately there have been many troubles and disputes concerning these kinds of transactions. With a depth of knowledge and experience and by reviewing and taking into consideration business efficiency and strategy, we propose the most appropriate method among merger, corporate division, share exchange, share transfer, business transfer, joint venture establishment, contribution in kind and acquisition of its own shares. We further specify risks associated with transaction, propose means to deal with the risks, conduct necessary due diligence, negotiate terms and conditions of the transaction with a counter party and prepare necessary documents including a transaction agreement. We continuously support clients to the closing of the transaction.
We have been assisting international companies in managing and operating their subsidiaries in Japan as well as providing necessary legal advice directly to the subsidiaries. We support shareholders’ meeting (both annual and extraordinal), directors’ meeting and other corporate meetings in cooperation with a judicial scrivener, who belongs to our law firm. Under the Companies Act of Japan, for example, election of directors and cooperate auditors must be registered at a jurisdictional registry office.
We advise clients in various industries in regulations applicable to the industries including real estate, construction, distribution, IT, healthcare, pharmaceutical, medical device, entertainment and personnel resources. Naturally, we draft and review basic transaction agreement, service agreement, license agreement and non-disclosure agreement (both in Japanese and English), and negotiate on them with a counter party if necessary. We also prepare and review company rules such as those on board of directors and protection of personal information.
We support clients in compliance as well. Now, “compliance” could be crucial to companies. Establishing and maintaining compliance management system is essential to companies as risk management. Per request from clients, we frequently become a member of a compliance committee or corporate auditor, assist clients in establishing internal control system under the Companies Act and whistle-blowing system, and prepare relevant company rules.
We have seminars and give speech on laws and legal issues at the request of clients especially on issues concerning land and/or building lease, inheritance, and employment including harassment.
■ Dispute Resolution
We represent both plaintiffs and defendants in various lawsuits in various cases such as disputes concerning real estate, those between companies, in-company disputes on controlling interests and disputes with employees. We make our best efforts to promptly and appropriately resolve disputes thorough various methods, not only lawsuits but also mediation, ADR and negotiation by taking into consideration features of dispute, company, business and industry.Winning a case could not completely finalize a dispute – in many cases, enforcement of a judgement is necessary. From the beginning, we put into perspective compulsory execution after wining a case and seeking civil provisional remedies to satisfy claims, provide necessary and appropriate advice to clients and support them to the end.
■ Real Estate
We have attorneys who have much knowledge and experience in real-estate lease, real-estate transaction and real-estate brokerage. They appropriate handle disputes in these transactions, troubles in tenancy and effective utilization and disposal of real estates. In matters of real-estate-related legal issues, it is very important to prevent troubles beforehand as well as to appropriately handle actual troubles and disputes. We deal with a wide range of problems relating to real estate including drafting, reviewing and advising on contracts and proposing scheme for transaction.
■ Labor and Employment
In these days, laws and regulations related to employment are frequently amended and newspapers are full of news on work style and harassment. We have wide experience in preparing rules of employment and employment agreement in compliance with applicable laws and regulations, providing advices on termination of employment including dismissal and redundancy, dealing with complaints on harassment and claims on work accidents and work safety, and handling employees who have psychological problems. We provide appropriate advice on these issues in light of features of each case. We also represent clients in lawsuits and labor tribunal case, deal with investigations by Labor Standard Inspection Office and other administrative authorities, and negotiate with labor unions on behalf of clients.
■ Life Sciences
We provide advices to pharmaceutical companies and medical device companies (both Japan-based ones and multinational ones) on Pharmaceuticals and Medical Devices Act, Fair Competition Codes, regulations on advertisement and relevant administrative notices. We also assist clients in preparing, reviewing and negotiating on license agreements and other life-science-related contracts and M&A transactions in life science industry. We practically support clients based on deep knowledge of applicable laws and regulations and wide experiences.
■ Restructuring and Bankruptcy
Attorneys who are familiar with the practice of bankruptcy procedures provide advice on and file a petition for bankruptcy, civil rehabilitation, corporate reorganization and other similar procedures. We also have an attorney who has much experience as an administrative receiver provides advice to clients from the perspective of an receiver.
■ Inheritance and Family Relationship
As for inheritance, we advise clients on making a will, setting up a trust and measures to reduce inheritance tax in cooperation with a tax accountant who is familiar with the tax. We also assist clients in promptly resolving disputes about inheritance through discussion with counter parties, mediation and lawsuit in light of features of each case. We represent clients on cases of divorce, dissolution of adoption, request for handing over children and other cases concerning family law.
■ PPP, PFI, and Concession
We provide wide range of legal service in the field of infrastructure including private finance initiative deals. We conduce due diligence, draft and negotiate on relevant agreements, prepare legal opinions and address legal matters after closing. In concession projects such as airport concession ones, we support both public sectors and private sectors based on up-to-date information.
■ Support to Business Ventures
We offer various legal advice on matters that business ventures generally experience including establishment, financing arrangements, preparation for M&A or IPO, compliance with laws and regulations, labor and employment issues, intellectual property strategies, incentive plans including issuing of stock options, negotiation with government offices, and prevention and resolution of disputes. We also provide most advanced advice on regulatory laws relevant to business ventures including Medical Science Act, IT-related laws and Anti-Monopoly Act.