General Corporate Matters
Our firm provides comprehensive legal services to both Japanese and foreign clients across a wide range of business areas.
Incorporation in Japan requires several steps, including:
Selecting the type of corporation;
Preparing the articles of incorporation, which must be notarized by a public notary; and
Filing for registration of the incorporation with the local legal affairs bureau.
Other filings may also be necessary: for example, those required under the Foreign Exchange and Foreign Trade Act if the incorporation is funded by foreign capital.
At the entry stage, you may also wish to seek legal counsel for the hiring of managers and employees (knowing the restrictions on terminating employment before hiring is advisable); preparing your company's HR rules (there are relatively inflexible requirements under Japanese Employment Law); determining the legal duties of officers and directors; confirming stock options and other incentive schemes; or for leasing your office.
Based on our collective experience and understanding of Japanese law and practice, we will guide you through the market entry or business expansion plan that will best suit your objectives.
Once you incorporate a company in Japan, there will be several formalities that the established subsidiary or other entity must follow. For example, it needs to maintain the legally required minutes of a shareholders meeting and other documents. Its financial statements must be approved by the shareholders and made publicly available by certain means in order to comply with the Japanese Companies Act. Certain changes involving the company will have to be registered with the local legal affairs bureau. Moreover, it may also be necessary to localize your global policies, such as compensation and benefits, human resources, intellectual property or other policies, to satisfy Japanese requirements without compromising the core principles of such global policies. If the relevant laws are amended in Japan, such policies may also have to be amended accordingly.
Above are only a few of the issues a foreign company must consider when preparing for market entry into Japan. Fortunately, our team can guide you through the maze and we would be happy to provide you such services tailored specifically to your needs.
Corporate Control Issues
It is not unusual for corporations, whether privately or publicly held, to be involved in issues relating to corporate control. To develop and implement effective strategies in boardroom or shareholder dispute situations or, perhaps more importantly, to avoid the occurrence of such dispute in the first place, there is a certain set of local laws that foreign companies would benefit from being aware of beforehand. Such disputes may take the form of certain demands by shareholders that they are entitled to under the Japanese Companies Act (for example, demanding access to corporate records), a voting or proxy contest, dismissal of a director, or a hostile takeover situation. We have experience in and are prepared to handle these circumstances appropriately, and can offer sound, practical strategies for minimizing such shareholder disputes.
We provide legal support in reaction to crisis situations, such as government investigations or negative publicity, due to actual or alleged misconduct of management or employees, or other scandals. Countermeasures to such crises may include investigations carried out by an independent counsel, installation of an independent committee, appropriate public disclosure, disciplinary action, litigation, and other form of dispute resolution. We have experience in all the above and more.
For foreign parent companies that may not have sufficient human resources in Japan, but would prefer to have control over its local board, it may be helpful to have our lawyers act as an outside director or statutory auditor. Our lawyers have assumed such director roles in Japanese companies in the past, and are willing to exploit their experience for your benefit by monitoring and supporting your local subsidiary's business in such capacity, all in line with your specific goals.
In-house legal training sessions may be particularly helpful for companies that do not have in-house lawyers but are interested in helping their employees better understand the current laws or legal background underlying certain business practices. It may be useful to know the areas of law that may differ largely from country to country, for example, employment laws or anti-trust laws. Ensuring that the business activities of the subsidiary comply with local laws and norms is essential to success in the Japanese market. We are happy to share our experience with you to assist you in conducting in-house training sessions to increase your legal knowledge about Japanese laws and practices.