proactlaw

Corporate Governance

Corporate Governance Code/Company Act of Japan

We provide a wide rage of advice with respect to, among other things, Tokyo Stock Exchange’s Corporate Governance Code, the administration of shareholder meetings, the administration of the board of directors, board evaluation, IR activities, and the reform of compensation structures for corporate executives which includes performance-based compensation and stock incentive plans, D&O insurance, and company indemnification. In addition, our firm provides a specific advice for board of directors regarding its business judgment and conformity to the business judgment rule. For the audit and supervisory committee/board of company auditors、we advise with regard to its audit activities, specific legal issues associated with audit points and producing an audit report. We also provide training for board members at listed companies.

Financial Instruments and Exchange Act

We assist listed companies in timely disclosure of matters to be disclosed under TSE rules, securities report, large holding report, insider trading regulations, anti-unfair trading rules, administrative monetary penalty matters, regulations regarding Financial Instrument Business Operators, Asset Managers and Investment Advisors, regulatioins regarding Rating Agencies, and other related regulations.

CSR/ESGs

Recently, CSR and ESGs become a new norm for private enterprise as a measure for evaluating sustainability of business. The institutional investors has been considering CSR/ESGs as investment standard more and more. Governments push business enterprise to follow the new standard through policies and regulations. We provide our advice with respect to the area affected by these changes, such as introducing CRS/ESGs provisions in various agreements, due diligence of counter party about their conformity to CRS/ESGs standards, and the administration of risk management relating to CSR/ESGs.

Compliance/ Internal Control

We advice various compliance issues under Banking Act, Financial Instruments & Exchange Act, Anti-Money Laundering regulations, Investment Corporations Act, Payment Services Act, Insurance Act, Insurance Business Act, Anti-trust regulations, Consumer Protection Act, Personal Information Protection Act, Intellectual Properties laws and labor regulations. In addition, we assist listed companies and non-listed companies which prepares for listing in designing the structure of internal control system, from identifying and evaluating risks, controlling risks and monitoring control activities to organizational structures, including whistle blower system. We also provide compliance training for employees/managers and counter services relating to whistle blower system.

Crisis Management

It is impossible to eliminate all kinds of fraud and illegal conducts in business enterprise. Thus, crisis management is critical for a listed company once such incident is found and revealed. We have wealth of experience in dealing with crisis management situation of companies listed in stock exchanges. From the very beginning of identifying incident, we act as an advisor for the client and assist them to manage investigation process, reporting to shareholders and make public announcement, which includes, among other matters, advising board action/resolution, assisting press release and press conference and formulate counter-measure actions. When we are chosen as a member of third-party investigation committee in accordance with the guideline of Japan Federation of Bar Associations (the “Guideline”), we independently perform our duties we owe to the client, shareholders and other stake holders, by selecting necessary forensic professionals, forming investigation teams, degerming the scope of investigation, forming hypothesis, collecting evidence, interviewing relevant parties, finding facts, analyzing causes, proposing necessary improvement actions and producing investigation report. When we act as a team member of the investigation not relying on the Guideline, we exercise professional skepticism to protect client’s justifiable interest. We also advise the client as to criminal investigation and plea bargaining, administrative sanctions and other penalties.

Recent Representative Cases
(publicly available only)
  • Foreign Corruption Case: a member of Third Party Investigation Committee team for Japan Transportation Consultants, Inc.
  • Evaluation of Corporate Governance of a Company: a member of Third Party Investigation Committee for Ohsho Food Service Corporation
  • Unjustifiable crisis assistance loans case: a member of Third Party Investigation Committee team for the Shoko Chukin Bank Ltd.
  • Illegal data tampering case: a member of Special Investigation Committee of Hitachi Chemical Co., Ltd.
  • Accounting fraud case: a member of Third Party Committee of Hoshizaki Corporation

Various Legal Risk Management

As a part of assisting compliance activities in a company, we provide special assistance in such areas as follows:

Anti-Money Laundering

FATF puts a critical eye on Japanese financial institutions with respect to their anti-money laundering activities. With a depth experience in assisting business to terminate business relationship with anti-social forces in Japan or protect business from being involved in any relationship with anti-social forces for banks, insurance companies, securities firms and other companies, we provide advice on administration of AML, outside review of AML system at a company, advice for a particular case involving AML and a training for employees.

Cartel/Rigging

Cartel/Rigging is a significant criminal offense. It invites a huge amount of surcharge imposed by the Fair Trade Commission of Japan (“JFTC”) or investigation by foreign authorities. We assist the client in filing a petition for leniency with JFTC. We also evaluate the structure and administration of anti-trust compliance system of the client, provide advice on its improvements, assist the client for FTC investigation, and assist their board of directors to adopt necessary resolutions or actions. In event that criminal charge or derivative suit by a shareholder is filed, we represent the client as counsel in the court proceedings.

Consumer Protection

Consumer Protection Act imposes a company to comply with various duties to protect consumers, which includes injunctive relief. In addition, from 2016, a qualified and government approved consumer organization may file a class action against a company for seeking declaratory judgment of duty to compensate consumers as a class for their damages. We provide advice on compliance matters as well as represent the client in the court proceedings.

Banking/Securities/Asset Management/Insurance

Our lawyers have significant experiences as General Counsel or senior position of inhouse counsel of major financial institutions, securities firms and insurance companies. In our private practice, we regularly advise our clients on complex rules and regulations under Banking Act, Financial Instruments & Exchange Act, Investment Companies Act and Insurance Business Act. We also represent our clients in lawsuits against them with respect to securities fraud cases or insurance claims.

International/ Cross Border

Corruption by an employee in a client operating globally may cause them a very difficult situation, as it needs to deal with various issues in Japan and overseas. For example, a company, of which ADR is listed in New York Stock Exchange, may be exposed to criminal charge by the Department of Justice and civil lawsuits filed by various states or citizens, in each of which a damage caused by fraudulent disclosure, tampering data, cartel/rigging, or foreign corruption are sought. We assist the client to obtain necessary assistance from a foreign law firm which we know very well, coordinate with the foreign law firm in conducting investigation in a foreign country and dealing with foreign authorities, as well as in dealing with investigation in Japan. The following case should be typically considered:

  • Foreign corruption case of a company in Asian countries, which has a significant operation in the US and/or UK/EU countries.
  • Data tampering of products which are sold widely in the USA or UK.

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