We have a broad base of knowledge and experience across many legal fields, which enable us to effectively and efficiently advise our clients on the full spectrum of legal issues that they may face.
We provide a wide range of legal services that our corporate clients require in the course of their businesses. Our services include:
- Drafting and reviewing contracts concerning domestic and cross-border transactions, assisting contract negotiations;
- Writing opinion letters related to business decisions;
- Providing advice and memorandums on legal issues concerning corporate laws;
- Providing advice on corporate governance, including governance issues concerning boards of directors;
- Providing support regarding shareholdersf meetings;
- Conducting compliance seminars for managers and employees;
- Providing advice on whistleblowing programs; and
- Drafting and reviewing corporate policies including office regulations
Restructuring, Bankruptcy and Insolvency
Our attorneys have extensive experience as court-appointed trustees and supervisors in bankruptcy,@civil rehabilitation and reorganization proceedings. We have handled large scale cases including the corporate reorganizations of LEC, Inc., Tokai Kogyo Co., Ltd. and Sato Kogyo, Co., Ltd. (all listed on the Tokyo Stock Exchange (gTSEh) at the time).
We have also filed for civil rehabilitation, corporate reorganization and other restructuring proceedings on behalf of companies, including the corporate reorganization of Sanyo Securities Co., Ltd (listed on the TSE at the time) and the civil rehabilitation of Commercial RE Co., Ltd. (listed on Jasdaq Securities Exchange at the time).
These experiences enable us to offer practical advice on formulating corporate restructuring plans and bankruptcies as well as debt collection when our clientfs counter-party is in financial distress.
In addition, we have considerable experience in cross-border insolvencies including Chapter 11 proceedings in the U.S.
Our practice includes:
- Corporate restructuring using proceedings provided for in the Companies Act including Corporate Divestiture, Business Transfer and Special Liquidation;
- Corporate restructuring using out-of-court proceedings such as Business Revitalization ADR and out-of-court workouts;
- Corporate restructuring using court-administered proceedings such as Civil Rehabilitation and Corporate Reorganization;
- Liquidation proceedings such as Bankruptcy, Liquidation and Special Liquidation;
- Providing advice on debt collection and representation in matters relating to debt collection;
- Providing advice and representation to creditors and sponsors in insolvency proceedings; and
- Providing advice and representation in cross-border insolvency proceedings:
Litigation and Dispute Resolution
Litigation and dispute resolution is one of our main practices, having assisted clients in numerous lawsuits of all sizes and types. We have accumulated a wealth of knowledge and know-how through our experiences in major litigation cases in various fields. In particular, we have significant experience in litigation relating to business-to-business transactions, environmental litigation, shareholder derivative litigation, fiduciary litigation and antitrust litigation.
Depending on the characteristics of each case, we utilize various out-of-court dispute resolution methods (ADR) such as mediation, arbitration, etc. to efficiently resolve the dispute.
Mergers and Acquisitions
We have handled diverse merger and acquisition cases, including in-group reorganization and external acquisitions, for listed and unlisted corporations of various sizes across many industries.
We provide efficient legal services according to the needs of our clients in every phase of each project, including M&A planning, assistance with due diligence, assistance with M&A negotiations, preparation of agreements and other documents.
We provide advice and assistance on civil, criminal, and administrative legal issues arising in connection with antitrust/competition laws in Japan as well as across multiple jurisdictions, collaborating with overseas practitioners as necessary. Our practice includes:
- Providing advice and legal memorandums on antitrust/competition issues;
- Drafting corporate policies and rules for compliance with antitrust/competition laws and conducting compliance seminars for managers and employees;
- Providing representation in antitrust/competition investigations;
- Providing assistance regarding leniency proceedings; and
- Providing representation in antitrust/competition litigation
In the field of employment, we provide, mainly to employer corporations, efficient and high quality legal services. Our practice includes:
- Drafting and providing advice on corporate policies including office regulations;
- Providing advice regarding employment contracts;
- Providing advice on termination of employment including workforce reductions;
- Providing advice on personnel reorganizations and change of employment terms associated with mergers and acquisitions;
- Providing advice regarding disciplinary actions; and
- Dispute resolution, including representation in employment litigation
Crisis Management and White Collar Crime
We have extensive experience defending companies, their executives and employees in criminal proceedings and before regulatory enforcement authorities in cases where companies are investigated for violation of competition laws, financial regulations, environmental laws and any other unlawful practices. We have also represented companies in litigation to hold executives and employees accountable for their misconduct.
In addition, our attorneys have participated in independent third party committees for investigation of company scandals.
Based on these experiences, we provide guidance related to internal investigation of incidents, responses to authorities and to mass media.as well as advice on structural improvements from the perspective of crime and crisis prevention.
We have broad knowledge and experience in intellectual property related issues. Our practice includes:
- Providing advice on the protection and utilization of intellectual property rights (patents, utility model rights, design rights, trademarks, copyrights, trade secrets, know-how etc.);
- Drafting and negotiating license agreements, joint R&D agreements, agreements for transfer of intellectual property rights and other agreements;
- Supporting the development of internal rules with respect to intellectual property rights;
- Providing advice with respect to invalidation and opposition of intellectual property rights; and
- Other intellectual property disputes and litigation
Cross Border Practice
We have two attorneys qualified to practice in the State of New York (Masako Sakaguchi and Kanako Osawa) who have rich experience in international legal matters including international business transactions, international regulatory cases and cross-border insolvencies in liaison with overseas practitioners.
We also provide services to non-corporate clients with respect to a wide range of issues including family and succession issues, business successions, lease issues, neighbor disputes, real estate transactions, traffic accidents, divorce cases, etc. In all cases, we strive to provide the best possible solution from the client's point of view.
In addition to the above, our attorneysf activities include:.
- Serving as members of various public organizations and groups (e.g. member of a division committee on the Civil Code of the Legislative Council of the Ministry of Justice); and
- Serving as Auditors and Directors in corporations and other entities