01 Incorporation of Companies
We will advise and propose the appropriate form of the company for you to incorporate, taking into consideration your intended business purposes, size, governance structure, relationship with the stakeholders and tax merits. We also provide support in preparing the Articles of Incorporation, minutes and corporate rules, and in applying for registration of incorporation.
02 Corporate governance
We provide comprehensive support for shareholders’ meetings, including drafting and reviewing schedules, convocation notices, minutes and other necessary documents, and assist in preparing for shareholders’ meetings by drafting scenarios and Q&As and by directing rehearsals. If requested, we will attend shareholders’ meetings to help administer the operations and the management in their dealings with the shareholders. In addition, we act as advisors to board of directors, prepare meeting minutes and provide general guidance to directors to help minimize their exposure to legal liabilities.
03 Commercial Transactions
We provide legal support for our clients’ commercial transactions by drafting, reviewing and negotiating various business agreements, such as sale and purchase agreements, service agreements, license agreements and R&D agreements, and by offering competent advice from all applicable legal perspectives, including civil, commercial, corporate, labor and privacy laws.
04 Regulatory Compliance / Risk Management
Accommodating the increasing need for companies to be mindful of compliance and risk management, we advise on various regulatory issues with respect to the Financial Instruments and Exchange Act, Money Lending Business Act, Trust Business Act, Building Lots and Building Transaction Business Act, Specified Commercial Transactions Act, Antimonopoly Act, Unfair Competition Prevention Act, Subcontractors Act, Telecommunications Act, Food Sanitation Act and other laws and regulations, and will engage in consultation and negotiations with the relevant authorities as necessary. We also advise on structuring effective compliance / risk management / internal control systems to prevent the occurrence of and to handle crisis situations when they arise.
05 Corporate Misconducts
In the event of a corporate misconduct, it is essential for the company involved to act swiftly and decisively. We will provide assistance in the internal fact-finding process, dealings with investigations by law enforcement and other authorities and public relations matters to enable our client to navigate through its crisis. If necessary, we will take actions and bring criminal charges against the individuals involved. Based on the results of the investigations, we will propose appropriate measures to prevent the reoccurrence of such misconduct.
06 Shareholder Derivative Actions and Other Commercial Litigations
We offer advice on and act as advocates with respect to shareholder derivative actions, actions for dismissal of directors and other conflicts over control of a company.
07 Corporate Legal Training
At your request, we will conduct legal training sessions or seminars for directors and employees with respect to various law areas.
We act as legal advisors for both sellers and buyers in all types of mergers and acquisitions transactions, including share purchases, mergers, corporate splits, share exchanges, share transfers, asset purchases, tender offers and capital alliances, and we advise on and propose appropriate structures, taking into consideration the various applicable regulations, conduct legal due diligence, draft, review and negotiate LOIs, definitive agreements and other applicable documents, and support our clients through the closing of the transaction. We also provide client specific advices on, structure and draft documents for business successions and joint ventures and other business alliances.
We support venture companies from the startup stages to their exits through IPOs, M&As or otherwise by providing comprehensive advice on structuring of business models, financing, capital policies, management of intellectual property, adoption of internal management systems, dealings with the underwriters and planning of exit strategies.
With respect to sale and purchase, investment, development, lease and management of real estates, we provide appropriate advice taking into consideration the position of our client, whether it be a developer, constructor, financier, tenant or property manager. For securitization of offices, residences, hotels and other real estates, we serve lenders, investors, originators, asset managers and trust banks by advising on structures, drafting agreements and other documents, consulting and negotiating with the relevant authorities and making necessary filings on behalf of our clients.
We provide various services regarding labor law, including drafting work rules and employment contracts, structuring human resources, salary, retirement allowance and other labor management systems, drafting contracts for employee secondment, transfer and dispatch, and advising on confidentiality and non-competition obligations of employees and former employees. We will also assist in investigating employee misconducts, such as theft, embezzlement, fraud, divulgation of trade secrets, power harassment and sexual harassment, and advise on rendering proper punishments. If necessary, we will take actions and bring criminal charges against the employees involved. We represent both the employer and employee in labor litigations and labor tribunals.
Drawing on our breadth and depth of experience on cross-border transactions and our network overseas, we can provide full support to international transactions for both Japanese and overseas clients, and expansion of businesses out-bound by Japanese clients and in-bound by overseas clients. Our Japanese lawyers are near-native in their English skills, and are able to provide services which are both practical and of high quality, taking into consideration the cultures and practices unique to each country involved, which are essential to the success of cross-border transactions.
We will prepare license agreements, joint development agreements and other documents and provide advices regarding patents, utility model rights, trademarks, design rights, copyrights, know-hows and other intellectual property.
For solar power generation and other natural energy businesses, we assist in the structuring of investment and financing schemes, prepare purchase agreements (or lease agreements) for acquisition of commercial property, EPC agreements for construction of power facilities, O&M agreements for maintenance and management of power facilities, specific contracts for the sale of renewable energy to electric companies, and consult and negotiate with the relevant authorities as necessary.
We regularly provide advice on and litigate various civil cases including debt collections, retirement allowance claims, evictions and tort claims (including filing for injunctions, attachments and compulsory executions).
We advise on all aspects of divorce related issues, including alimony, property division, marital costs, parental authority and custody, child-support payments, family name and registration after divorce and visitation rights. We also advise on other family law matters such as inheritance, where we regularly advise on the preparation and execution of wills, partition of estates and statutory reserved shares.
We provide support to criminal suspects and defendants by providing pre-indictment defense, applying for bail, negotiating with victims, assisting in corresponding to investigations and advocating at trials. Our lawyers have near-native capabilities in English, and are able to provide support to non-Japanese speaking suspects and defendants in English at a level comparable to the support we provide in Japanese.