Japan Compliance

In today's knowledge-driven economy, a company's trade secrets—be they confidential customer lists, proprietary manufacturing processes, sensitive financial data, or innovative business strategies—are among its most valuable assets. The departure of an employee, particularly one with access to such critical information who then joins a

Achieving 100% ownership of a Japanese subsidiary is a common strategic goal for multinational corporations. Whether for simplifying governance, enabling full operational and financial integration, preparing for a delisting, or removing minority shareholders perceived as disruptive, the process of "squeezing out" these remaining interests requires careful navigation of

Directors in Japanese corporations (Kabushiki Kaisha or K.K.) often wear multiple hats, serving on various boards or engaging in personal business ventures. While such activities can bring valuable experience and networks, they also present inherent risks of conflicts of interest and engagement in competitive activities that could potentially harm

Directors of Japanese corporations (Kabushiki Kaisha or K.K.) are entrusted with significant responsibilities and operate under a fiduciary duty to the company. When directors neglect these duties, leading to financial harm, the Japanese Companies Act (会社法 - Kaishaho) provides a primary mechanism for the company to seek recourse: Article

Shareholder resolutions are the bedrock of significant corporate actions in Japanese companies (Kabushiki Kaisha or K.K.). However, when the process of convening a shareholders' meeting or the content of a resolution itself is flawed, Japanese law provides specific legal avenues for shareholders and other stakeholders to challenge its

The general shareholders' meeting (株主総会 - kabunushi sokai) in Japan is not merely a formality for ratifying management decisions; it is intended to be a forum for meaningful engagement between shareholders and the company's leadership. Central to this engagement is the statutory duty of directors, corporate auditors,

The general shareholders' meeting (株主総会 - kabunushi sokai) is the ultimate decision-making body in a Japanese stock company (株式会社 - Kabushiki Kaisha or K.K.). Its resolutions authorize fundamental corporate actions, from appointing directors to approving financial statements and amending the Articles of Incorporation. Consequently, strict adherence to the

Shareholder rights to access corporate information are a fundamental aspect of corporate governance globally, designed to ensure transparency and enable shareholders to monitor management. In Japan, Article 433 of the Companies Act (会社法 - Kaishaho) grants eligible shareholders a potent tool: the right to inspect and copy a company'

Officer retirement allowances (退職慰労金 - taishoku irokin) are a common feature in Japanese corporate practice, often serving as a significant component of an executive's overall compensation package. These payments, typically made upon a director's or corporate officer's departure, are not merely discretionary gifts but

Determining and managing director compensation in Japanese companies (Kabushiki Kaisha or K.K.) is a process governed by specific legal principles designed to protect shareholder interests and ensure transparency. Unlike some other jurisdictions where board compensation committees might have broader autonomy, Japanese law, primarily through Article 361 of the Companies

In the intricate framework of Japanese corporate governance, the statutory auditor (監査役 - kansayaku) plays a crucial oversight role, distinct from that of the board of directors. As companies, including Japanese subsidiaries of foreign corporations, seek qualified individuals for these positions, a common question arises: can the company's

The board of directors (取締役会 - torishimariyakukai) stands as a cornerstone of corporate governance in Japanese companies (Kabushiki Kaisha or K.K.). It is not merely a supervisory body but is often deeply involved in making critical business decisions. Ensuring that board resolutions are passed in accordance with the Japanese

The decision to dismiss a director from a Japanese subsidiary is a significant one, fraught with legal complexities that differ notably from frameworks in other jurisdictions. While the Japanese Companies Act (会社法 - Kaishaho) grants shareholders the power to remove a director, this power is counterbalanced by the director'

In today's dynamic global business environment, multinational corporations frequently reassess the governance structures of their foreign subsidiaries to enhance efficiency, streamline decision-making, and reduce operational costs. For companies with Japanese subsidiaries, one common consideration is the reduction in the number of directors. While Japanese corporate law offers considerable

Navigating the appellate process in any legal system requires a distinct strategic approach, and Japan is no exception. After a judgment is rendered by a court of first instance (typically a District Court or Summary Court), parties dissatisfied with the outcome have avenues for appeal, but the nature, scope, and

Cross-examination (反対尋問 - hantai jinmon) in Japanese civil litigation is widely regarded as one of the most challenging yet potentially pivotal aspects of trial practice. Following the direct testimony of an opposing party's witness or the opposing party themselves, cross-examination provides a critical opportunity to test the veracity

Direct examination (主尋問 - shu jinmon) is the cornerstone of presenting your case through witness testimony in Japanese civil litigation. Conducted by the attorney for the party who called the witness or party-litigant, its primary aim is to elicit clear, credible, and persuasive testimony that supports your factual assertions and

Witness and party examinations (証人尋問 - shōnin jinmon; 当事者尋問 - tōjisha jinmon) are pivotal moments in Japanese civil litigation, often playing a crucial role in the court's fact-finding process. Unlike systems heavily reliant on pre-trial depositions, in Japan, the live testimony given in court during formal examination sessions

Once litigation is underway in Japan, the Civil Code of Procedure (CCP) (民事訴訟法 - Minji Soshōhō) provides litigants with several formal mechanisms to obtain evidence with the court's assistance. These tools become particularly relevant when information or documents are held by opposing parties who are unwilling to produce

For legal professionals accustomed to the extensive pre-trial discovery mechanisms common in jurisdictions like the United States, navigating information gathering in Japan can present a different landscape. While Japan does not feature party-driven discovery tools like depositions or broad interrogatories before a lawsuit is well underway, Japanese attorneys possess unique

In the intricate process of Japanese civil litigation, the effective presentation of documentary evidence (書証 - shoshō) is paramount. A key, and somewhat unique, component of this process is the "Shoko Setsumeisho" (証拠説明書), or Explanatory Document of Evidence. This document, submitted alongside the actual evidentiary documents, serves as

In the landscape of Japanese civil litigation, after the initial exchange of the Complaint (訴状 - sojō) and Answer (答弁書 - tōbensho), the subsequent battle of legal and factual arguments largely unfolds through a series of Preparatory Briefs (準備書面 - junbi shomen). These documents are not mere updates; they are

When faced with a lawsuit in Japan, the defendant's first formal response—the Answer (答弁書 - tōbensho)—is a document of profound strategic importance. It's not merely a procedural formality but the initial opportunity to define the defense, contest the plaintiff's claims, and begin

The complaint (訴状 - sojō) serves as the foundational document in Japanese civil litigation, initiating the legal process and shaping its entire trajectory. For international businesses and legal professionals, understanding how to strategically draft this crucial document—beyond mere compliance with formal requirements—is paramount. This involves a nuanced appreciation