Services

Our lawyers have extensive experience and a proven track record in transactions where foreign companies grant stock compensation (such as RSUs) or issue stock options to their Japanese subsidiaries’ officers and employees. We offer following supports:

• Advice on the Financial Instruments and Exchange Act, the Companies Act, and tax laws
• Drafting and reviewing the Japan-related sections of stock compensation regulations
• Drafting and reviewing grant certificates, and translating various introduction documents
• English support available

Foreign companies have several options for establishing a presence in Japan, including (i) setting up a branch and (ii) establishing a subsidiary. When establishing a subsidiary, it is common to take the form of a stock company (Kabushiki Kaisha), which offers various options for organizational structures. Some companies may choose a limited liability company (Godo Kaisha), which enables more flexible organizational structures.

Regardless of the method chosen, it is necessary to comply with the procedures under the Foreign Exchange and Foreign Trade Act in order to establish a Japanese subsidiary/branch. Depending on the planned business activities, it may be necessary to file notifications with the relevant authorities and obtain clearance prior to establishing a subsidiary/branch.

Our office has lawyers who specialize in tax law, allowing us to provide one-stop advice not only on the corporate matters mentioned above but also on tax matters for establishing a Japanese subsidiary/branch.

We have extensive experience in supporting foreign companies entering the Japanese market. We provide advice on the appropriate methods for establishing a Japanese subsidiary/branch, suitable organizational structures, and tax matters, tailored to the specific needs of each company. We also provide supports for various procedures necessary to establish a Japanese subsidiary/branch (such as drafting articles of incorporation, registration procedures, and notifications and reports under the Foreign Exchange and Foreign Trade Act).

When a foreign company establishes a subsidiary (stock company) in Japan, it must comply with the following obligations under the Companies Act for each fiscal year:

• Holding an annual general meeting of shareholders
• Appointing officers (upon the expiration of their terms) and registering them
• Preparing and approving financial statements

Failure to comply with these obligations under the Companies Act may result in penalties. Further, improper appointment of officers may also raise questions about the validity of company’s actions. Therefore, these procedures must be diligently followed.

We provide support for various procedures necessary for company management including those mentioned above, such as the preparation, review, and English translation of required documents.

When a foreign company conducts business in Japan, it may be necessary to execute contracts with Japanese companies. As we can provide services in English, we are able to draft and review contracts in both Japanese and English to meet our clients’ needs.

Additionally, when entering the Japanese market, it is also necessary to understand and comply with relevant laws according to the nature of the business. Based on our clients’ business activities, we conduct research on relevant laws, provide explanation of their contents, and investigate business compliance.

In addition to the above, our office provides one-stop support for various legal matters required for foreign companies to conduct their business in Japan.

For foreign companies which engage in M&A or investments targeting Japanese companies, joint ventures with Japanese companies, and intra-group restructuring involving Japanese subsidiaries, we offer the following services both in Japanese and English:

• Advice on selecting appropriate structures from legal and tax perspectives
• Due diligence support
• Drafting and reviewing various contracts, and supporting contract negotiations
• Advice on regulations concerning inward direct investments and other M&A-related regulations
• Drafting and reviewing documents related to restructuring
• Closing support
• Post-merger integration (PMI) support

Additionally, as our office has lawyers specializing in tax law, we also provide advice not only on the above matters but also on tax implications when considering the structure of M&A transactions. Furthermore, our lawyers have experience in successfully representing a taxpayer for tax litigation related to M&A transactions (Supreme Court ruling on April 21, 2022, which was finalized in favor of the taxpayer). Leveraging this experience and expertise, we represent foreign companies in tax investigations and litigation concerning complex and unprecedented tax implications of M&A transactions, ensuring our clients’ best interests.

We consider tax issues as legal issues. As is the case with typical legal issues, we apply a logical and rational approach to tax issues based on the analysis of relevant laws, notices, judicial precedents, and facts. This is the same approach as how courts ultimately determine the legality of taxation. We believe that this is the most appropriate method for evaluating tax implications and tax risks.

Our strength is not limited to our extensive experience in providing advice on tax issues. Based on our extensive experience in tax disputes including success in notable tax lawsuits, we also have the capacity to provide advice that accurately foresees court judgments, appropriately evaluates tax risks, and minimizes them even in complex and unprecedented issues.