All the various transactions that companies make are governed by contracts. Whether or not you have a written contract is completely irrelevant. Contracts, memorandums of understanding, purchase orders, etc., are meant to prove that a contract has been formed and exists.

Contracts are a tool to prevent disputes, and a contract itself is in place as long as both parties are in agreement.

However, we go beyond simply checking the contents of a contract and provide advice on how to preserve the contents of the contract as evidence (e.g., should it be in the form of a contract, terms and conditions, or an order and receipt form) to minimize the workload.

When reviewing contracts, we not only provide legal advice on how to modify disadvantageous clauses in favor of the client, but also provide advice on how to make the language of the contract easier for the other party to accept and show how to persuade the person in charge of the other party to accept the same content.

We are aware that our legal services are only as supportive as a business itself, and that the degree of risk avoidance depends on the balance between the benefits of the transaction and the degree of risk, and we strive to provide prompt legal services that do not disrupt the momentum of the business.

We also handle other general corporate matters, such as dealing with shareholders’ meetings and company incorporations.

Although many law firms handle general corporate legal issues, we are able to provide legal advice on intellectual property matters, and as a result, we are able to keep costs down because we do not need to have multiple legal counsel to deal with highly specialized issues in various IP fields.

According to a survey by the National Tax Agency in 2015, 95.7% of companies in Japan are family-owned companies. And in such family companies, the shares are dispersed among the family members due to inheritance and heritage. It is common for disputes to arise over the management rights of a company, and these disputes often end up in litigation. The Civil Affairs Division 8 of the Tokyo District Court is known as the “Commercial Division” and is responsible for corporate and antitrust law-related litigation.

Most of the cases we deal with are internal disputes between family companies. In family companies, since the relatives of family members are often both shareholders and directors of the company, the number of measures that can be taken under the Companies Act is much greater than that of only one of the shareholders and directors.

In addition, such family companies often do not comply with the detailed provisions of the Companies Act. This can also be the cause of a corporate relationship lawsuit being filed. For shareholders on the offensive, this is due to the fact that the courts require compliance with the forms set out in the Companies Act.

We have seen cases where, although there were no problems at first, over time a family relationship deteriorated, resulting in disagreements over management, minority shareholders demanding that the company purchase their shares, and so on, and the conflict intensified due to a combination of economic interests and the emotional entanglements inherent in family members, which eventually led to litigation.

We have handled many family company disputes, so if you are involved in a dispute, we are able to provide you with advice on how to avoid being involved in a dispute or how to disentangle yourself from such a predicament.

Employment issues range from overtime, wages, firing, sexual harassment, and power harassment to name but a few. Labor problems are inevitable for companies as they employ people and conduct business activities.

In Japan, employment laws mean that employees are well-protected, and employers are required to comply with various kinds of regulations.

One of the most common of these cases is when a company wants an employee to quit or tries to get an employee to quit and as a result, receives a letter from said employee’s lawyer.

When an employee’s lawyer is retained, at the labor tribunal process, which is often used, an immediate initial response is required. It is important for you to be able to consult with an attorney who is available immediately and able to respond promptly.

We place great importance on the speed of our response, not only for labor tribunals, but also for other matters.

No matter how great the sales figures that are recorded in sales activities, they mean nothing if you do not receive compensation for the amount of sales.

If a debt is not collected, it is purely a loss of profit. In addition, under our legal system, if collection is not possible voluntarily, a creditor will want to convert or recover the debt or property, and there is no way for a creditor to determine the assets of a debtor. In recent years, the situation has gradually been made more transparent and the system has been amended.

We understand the importance and difficulty of such debt collection services and consult with our clients on what legal means are best and whether the debtor’s assets are hidden somewhere, taking into account the prospect of recovery and costs.

Even in cases where there is no prospect of recovery, we may take legal proceedings to dispose of the loss for tax purposes.

In such cases, we consider in which year the loss should be treated as a loss and determine if it is not recoverable by the desired year and schedule it so that you can show it (which can be very time-consuming in the case of estate executions).

In recent years, public condemnation for getting the initial response wrong on crisis management and compliance issues has increased. Companies are exposed to a number of cases. To prevent this from happening, companies need to be able to respond quickly and effectively to deal with any problems that may arise. It is necessary to have a system in place to deal with such issues accurately.

Yukio Kobayashi has experience as an external auditor and as an external contact for whistleblowers for companies, and Hiroshi Yugeta has served eight years as an external auditor of a listed company listed on the First Section of the Tokyo Stock Exchange and continues to serve as an external contact for whistleblowers for companies, giving him ample experience in risk management and compliance issues.

In recent years, companies that handle a lot of personal information have been exposed for leaking and using personal information for purposes other than those intended, and this has led to major privacy issues and made us aware that this has become a social problem too.

In addition, even in cases of obtaining and providing customers’ movement history and other information that is not strictly personal information, society has been justifiably concerned. The laws and regulations regarding personal information were so sturdy that some businesses were eventually forced to stop. There is a strong tendency to want and desire the “proper” handling of personal information.

On the contrary, the business world is promoting the use of big data, and the Personal Information Protection Act has been amended. This is an ongoing process, and the use of personal information for corporate activities is becoming more and more active. As such, there are many companies that are suffering from the dilemma of being in the middle of the personal information dispute.

We are able to provide legal advice to companies that are taking a leading role in the acquisition of big data. We often respond to corporate clients and provide accurate advice on personal information issues. In addition, we draft privacy policies and various regulations, such as contracts for outsourcing the handling of personal information. We also assist in the development of related internal rules.

When a company goes bankrupt, the company itself is significantly transformed by law as a bankrupt company, but in addition to directors and employees, it affects a variety of stakeholders, including shareholders, creditors and business partners.

Therefore, the legal issues that arise as a result of corporate insolvency are multifarious, and proper involvement by legal professionals is required.

Hiroshi Yugeta has been appointed by the Tokyo District Court as a trustee and is able to provide appropriate advice from the perspective of all parties involved.

Hiroshi Yugeta specializes in civil intervention and violence cases and has been involved in a number of civil intervention violence cases in the past.

Mr. Yugeta is a member of the Committee on Civil Intervention and Violence of the Daini-Tokyo Bar Association and is therefore committed to ensuring the smooth cooperation of the association and the Metropolitan Police Department and redressing the rights of clients promptly and accurately.

Unreasonable and unacceptable words, actions and behavior from members of organized crime groups, syndicates, gangs, right-wing extremists, ordinary members of the public and people engaged as loan sharks, and complainers etc. will fall under the category of civil intervention violence.
If an organized crime member or other person has actually assaulted or threatened you, the most effective and immediate solution is to report it to the police and have it dealt with as a criminal case.

However, since the enactment of the Act on Prevention of Unjust Acts by Gangsters (the so-called Violent Crime Prevention Act), the number of blatantly illegal activities has been on the decline as opposed to merely unreasonable demands etc. that cannot be criminalized.

There are more and more cases of coercion and obstruction of business that cannot be handled by the police. In these cases, it is necessary to contact an attorney who can send a warning letter to the other party or attempt to negotiate with the other party. There are times however, when the other party will refuse to cooperate, and it will thus be necessary to file a provisional injunction or a lawsuit with the court.

Also, any company, large or small, can get into trouble with civil intervention violence and complainers at any time. You may become involved too. Should you find yourself in such a situation you may want to talk to us right away. If you have any requests for ongoing advice on how to deal with such problems, claims, unfair demands etc., please contact our advisors.

According to the 2020 edition of the “White Paper on Small and Medium Enterprises” published by the Small and Medium Enterprise Agency, the number of openings for startup companies had risen from 87,916 to 118,811.

Also, loans to small and medium-sized enterprises (SMEs) was below 300 trillion yen in 2010, but will rise to nearly 360 trillion yen by 2020, and such indicators suggest that modern investors and banks are paying close attention to SMEs, including startups.

On the other hand, the Japan Fair Trade Commission published an interim report about market research on startup business practices on June 30, 2020. The “Fact-finding Survey on Startup Trading Practices Interim Report”, announced that there is a lack of intellectual property rights in transactions with other companies (large corporations).

With respect to joint development agreements, license agreements, and PoC (Proof-of-Classification) agreements that are significantly related to property, we have the right to enter into joint development agreements with other companies e.g. where a large company has applied for a patent on its technology without permission or is beyond the scope of a contract. 14% of companies have experienced a situation where they have been subjected to the practice of obtaining design rights, etc. without permission from the government.

In addition, the number of IPR-related problems in startups has risen to 4.8%. We have a wealth of experience and know-how in resolving intellectual property disputes and drafting contracts.

We have considerable experience and know-how in resolving intellectual property disputes and drafting contracts. We also have lawyers with experience as auditors. Therefore, we are not just a regular law firm that only provide startup support with no experience in intellectual property disputes. Conversely, such experiences can be used against other companies, including giving advice on how to prevent disputes concerning intellectual property. We can provide legal services for startups with a particularly strong emphasis on intellectual property.

Even if you develop a great technology and try to develop it as a brand, we can help you to obtain patent rights so that all of your efforts will not be in vain if your trademark and other rights are taken away. In order to prevent such a situation from occurring, it is important to obtain the rights during the seed stage.

Yukio Kobayashi serves as a director of the Japan Patent Attorneys Association (JPAA), and the firm provides training and other services to the JPAA. Mr. Kobayashi is a frequent lecturer at the National Institute of Justice (NIJ) and the National Institute of Health Sciences (NIHS) and has worked with various patent attorneys on a variety of litigation and other matters.

Our firm has numerous relationships with patent attorneys with expertise in a variety of fields, which allows us to provide our clients with superior technological advice. We are able to provide opinions on intellectual property rights for startup companies with ideas that need to be protected in collaboration with patent attorneys.

We often work with foreign attorneys for their clients and provide legal advice in English and utilize diagrammatical or pictorial explanations to facilitate the understanding of complex Japanese regulations.

We provide legal services to foreign corporations in Japan, from the establishment of subsidiaries in Japan to the drafting of rules and regulations, as well as offering other support for transactions in Japan, to ensure the smooth communication between foreign head offices and their Japanese subsidiaries.

Our firm reviews and prepares agreements related to organizational restructuring, such as stock purchase agreements, merger agreements, company split agreements, and business transfer agreements, as well as internal corporate documents necessary for organizational restructuring. In many cases, there are legally set deadlines for each procedure in a reorganization, and we try to respond as quickly as possible after illustrating the ‘big picture’ of such procedure.
We also handle so-called due diligence (DD) on target companies, and are involved in the entire process from interviewing key personnel and company officers, identifying legal issues, and preparing due diligence reports.
The so-called “hourly charge system” typically used by large law firms may result in significant increases in legal fees, but our firm is able to offer a fixed fee proposal in accordance with the requests and needs of the client. In addition, we do not assign more than one attorney per area of practice, but rather select the most suitable and reasonable team of attorneys for a client’s project.