Attorneys
Attorneys
Fumiaki Kawazoe
Partner, Attorney-at-Law
Fumiaki Kawazoe provides a broad range of corporate and tax legal services mainly to startups, listed and unlisted companies, and foreign companies. His strength lies particularly in supporting transactions that involve both legal and tax issues, cross-border matters, and tax-related dispute resolution. He also has experience with IPO in his role as an external Audit & Supervisory Board Member and is well-versed in legal issues faced by pre-IPO companies and matters related to IPOs.
He is particularly experienced in the following types of transactions:
| ● | Support for the design and implementation of stock options and equity compensation plans such as restricted stock, restricted stock units and performance share units (including those issued to overseas residents and officers/employees of domestic and foreign subsidiaries) |
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| ● | Transactions involving shares, preferred shares, and stock acquisition rights (including transfers and financings) |
| ● | M&A and investments |
Notable tax litigation cases he was in charge include:
| ● | A case in which tax assessment was overturned concerning the cost basis of securities and depreciation expenses of depreciable assets of a transitional corporation under the Reform Act on general and public interest incorporated associations (Tokyo High Court judgment dated September 26, 2024) |
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| ● | A case in which tax assessment was overturned on the grounds that the application of the Anti-Avoidance Rules for Closely Held Company was illegal (Supreme Court judgment dated April 21, 2022) |
By leveraging his strengths, expertise, experience, and network he has built as a lawyer, he supports the execution of critical transactions and the resolution of disputes, contributing to the growth of his clients’ businesses. From a broader perspective as a legal professional, he hopes to contribute to the creation of innovation, the development of the economy, and ultimately the realization of a better society under the rule of law, through his engagement in individual cases.
Career
| ● | 2005 | Keio Shiki Senior High School |
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| ● | 2010 | Keio University (Bachelor of Commerce) |
| ● | 2012 | Hitotsubashi University School of Law (J.D.) |
| ● | 2013 | Admitted in Japan (Dai-ichi Tokyo Bar Association) |
| ● | 2014 | Anderson Mori & Tomotsune |
| ● | 2018 | Graduate study, Leiden University, International Tax Center Leiden (ITC Leiden, LL.M. in International Tax Law), the Netherlands |
| ● | 2021 – | Established Y Cube Law Office (formerly JTC Tokyo Law Office) |
| ● | 2021 – | Lecturer (Tax Case Law Studies), Center for Professional Legal Education and Research, Waseda University |
| ● | 2023 – | External Audit & Supervisory Board Member, TOYOKOH Inc. (Listed on Tokyo Stock Exchange Growth Market as of March 2025) |
Selected Publications
| ● | Shintaro Kato, Eiichiro Nakatani & Fumiaki Kawazoe, “Taxpayer Counsel’s Commentary on the Tokyo High Court Judgment dated September 26, 2024: A Case Where the Court Canceled the Tax Assessment Based on a Literal Interpretation of the Tax Law Concerning Securities Cost Basis and Depreciation of Assets Under the Transitional Corporation Provisions,” (T&Amaster Weekly, No. 1070 (2025), p.4) April 14, 2025 |
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| ● | Shuji Sato, Fumiaki Kawazoe & Hiroki Tsue, “Roundtable Discussion: Amendments to the Financial Instruments and Exchange Act Concerning the Secondary Market for Unlisted Shares and Their Impact on Inheritance Tax Valuation — At the Intersection of Tax Law and Securities Law, and the Potential Expansion of the Application of Paragraph 6 of the General Provisions” (T&Amaster Weekly, No. 1040 (2024), p.4) August 26, 2024 |
| ● | Shuji Sato, Hiroyuki Kimura & Fumiaki Kawazoe, “Roundtable Discussion: Legal Considerations on the NTA’s View on Trust-Type Stock Options — Including Issues with the Inquiry System (Part 1) (Part 2),” (T&Amaster Weekly, No. 991 (2023), p.4, and No. 992 (2023), p.13) August 14 and August 28, 2023 |
Articles and Seminars
| ● | Tax Implications of Convertible Equity (Revised) – Focusing on SAFE in Japan – (Newsletter) January 2025 |
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| ● | Seminar: “Legal and Tax Aspects of Squeeze-Outs in Startups” (Hosted by Japan IPO Practical Skill Examination Association) September 2024 |
| ● | Key Practical Points Regarding Issuance and Modification of Tax-Qualified Stock Options Under the 2024 Tax Reform in Japan (Newsletter, April 2024) April 2024 |
| ● | Tax Practice Issues for Stock Options and Equity Compensation in Unlisted Startups – Toward a Better Environment for Utilization of SOs and RSUs (Zeikei Tsushin, August 2023) July 2023 |
| ● | Practical Tax Issues of Trust-Type Stock Options – Considerations Based on the NTA’s View (Zeimu Koho, July 2023) June 2023 |
| ● | Practical Measures for Trust-Type Stock Options Based on the NTA’s View (Newsletter) February 2023 |
| ● | Tax Implications of Convertible Equity – Focusing on SAFE in Japan – (Newsletter) February 2023 |
| ● | How Knowledge Gained Through Study in the Netherlands Contributes to Tax Practice – With Notes on Double-Trigger RSUs (Zeimu Koho, May 2022) April 2022 |
| ● | Preventing Professional Liability Claims Against Tax Accountants (Parts 1 through 4) (Zeikei Tsushin, June to September 2021) (Serial Article) May–August 2021 |
| ● | Lecture “Taxation of Financial Transactions” at The University of Tokyo School of Law (Guest speaker) November 2020 |
| ● | Global Legal Insights – Corporate Tax 2020 (Japan Chapter) (Co-author) 2020 |
| ● | The Inward Investment and International Taxation Review (Japan Chapter), 7th to 10th Editions (Co-author) 2017–2020 |
| ● | Tax and Accounting of Equity-Based Compensation Schemes (Joint Lecture at the International Tax Law and Practice Study Group) September 2016 |
| ● | The Meaning of the ‘Unjustifiable Standard’ of Sections 132(1), 132-2 and 132-3 – Analysis Through the Yahoo Case,” (Global Mergers and Acquisitions Review 2015) (Co-author) 2015 |