Compliance

A collection of 148 posts
Slide summarising Japanese governance updates: board discretion case, 30 % illiquidity discount precedent, strict “just-cause” dismissal test, and activist-driven reforms.
Corporate Governance

Corporate Governance in Japan: Director Duties, Board Discretion, and Shareholder Relations

TL;DR * Japanese courts continue to affirm wide board discretion—so long as directors follow internal rules, conduct proper investigations, and act in shareholders’ common interest. * The Supreme Court okayed a 30 % non-liquidity discount when valuing restricted shares, stressing transparency and avoidance of double-counting. * “Just cause” for dismissing directors remains
8 min read
Slide summarising Japan’s workplace human-rights developments: pandemic lessons, 2023 Supreme Court transgender restroom ruling, and inclusive-policy checklist for employers.
Labor & Employment Law

Human Rights in Japan’s Modern Workplace: Crisis Lessons, Transgender Rights & Inclusive Policies

TL;DR * Japan’s pandemic response and the 2023 Supreme Court restroom case illustrate how crisis measures and individual rights must be balanced in employment settings. * The Court held that vague discomfort of colleagues cannot override a transgender employee’s gender-identity rights, signalling stricter scrutiny of workplace restrictions. * Employers should
7 min read
Slide mapping Japan’s pandemic legal framework: new crisis-management agency, law revisions, fiscal measures, digital-system gaps, and business action items.
Regulatory Updates

Japan’s Public-Health Playbook: Legal Lessons from the Pandemic for the Next Crisis

TL;DR * COVID-19 exposed coordination gaps between Japan’s national command and local implementation, prompting a new Cabinet Agency for Infectious-Disease Crisis Management (2023). * Key legal pivots—Infectious Diseases Control Law revisions, fiscal mega-stimulus, “requests” versus enforceable orders—reshape how firms must plan for the next emergency. * Businesses should track
9 min read
Slide comparing protection routes for product shapes in Japan: applied-art copyright vs. UCPA well-known trade dress vs. 3-year anti-dead-copy remedy.
Intellectual Property Law

Beyond Design Patents: Protecting Product Shapes in Japan via Copyright and Unfair Competition Law

TL;DR * After a design patent expires—or was never filed—Japan offers two fallback routes: (i) rare “applied-art” copyright and (ii) unfair-competition claims (well-known trade dress or anti-dead-copy). * Copyright demands a high level of artistic creativity separable from function; very few industrial designs qualify. * The toddler-chair IPHC decision shows
7 min read
Slide showing investor impacts of Japan’s 2023 takeover guidelines: MoM vote power, board-process checklist, activist negotiation expectations and engagement roadmap.
Corporate Governance

Investor View: Japan’s 2023 Takeover Guidelines and the New Activism Playbook

TL;DR * METI’s 2023 takeover guidelines boost investor leverage by demanding transparent board processes and majority-of-the-minority (MoM) approval for key defences. * Institutional investors gain clearer benchmarks for stewardship engagement, while activists can challenge weak boards but must show good-faith negotiations. * Shareholder votes on defences will hinge on independent investors,
5 min read
Slide showing METI 2023 takeover-guideline roadmap: board North-Star principle, independent committee role, MoM vote for defenses and business-judgment implications.
Corporate Governance

Navigating the Deal: Board Duties Under Japan’s 2023 METI Takeover Guidelines

TL;DR * METI’s 2023 takeover guidelines raise board-conduct standards: directors must centre every decision on corporate value and shareholder common interests. * Independent-director special committees, full information-gathering and fair disclosure to shareholders are now baseline expectations. * Defensive measures require concrete harm, proportionality and (ideally) a post-bid majority-of-the-minority vote, or directors
6 min read
Slide outlining METI’s 2023 Takeover Guidelines: core principles, board duties, bidder expectations and shareholder-approval model for defensive measures.
Corporate Governance

Japan’s New M&A Playbook: How METI’s 2023 Takeover Guidelines Reshape Deals and Defences

TL;DR * METI’s August 2023 “Guidelines for Corporate Takeovers” introduce soft-law principles that prioritise corporate value and shareholder common interests. * Boards must evaluate hostile bids seriously, disclose rationale, control conflicts via independent committees and seek shareholder approval before deploying defences. * Bidders must engage transparently and avoid coercive structures; courts
6 min read
Slide summarising Japan’s anti-harassment duties for entertainment: legal coverage of freelancers, on-set risk factors, reporting channels and prevention checklist.
Labor & Employment Law

Setting the Stage for Respect: Japan’s Anti-Harassment Rules for Entertainment Workplaces

TL;DR * Harassment risks in Japan’s entertainment industry stem from power gaps, precarious freelance work and high-pressure sets. * The Power Harassment Prevention Act, Equal Employment Opportunity Act and 2024 Freelancer Protection Act oblige studios and agencies to prevent, investigate and remedy harassment. * Effective compliance requires clear policies, project-based training,
6 min read
Slide outlining Japan’s entertainer‐classification test: control vs. autonomy factors, key court cases, and compliance checklist for agencies and studios.
Labor & Employment Law

Employee or Independent Contractor? Classifying Entertainers Under Japanese Labor Law

TL;DR * Japan applies a multi-factor test—freedom to refuse work, control, exclusivity, remuneration type, etc.—to decide if an entertainer is an LSA “worker.” * Recent cases show emerging talent is often deemed employees, while established stars may remain independent contractors. * Classification drives wage, overtime, social-insurance and training-cost obligations, so
6 min read
Slide showing antitrust risks in Japanese talent-agency contracts: AMA ASBP test, JFTC warning timeline and compliance checklist for entertainment companies.
Competition / Antitrust Law

Talent Mobility in Japan’s Entertainment Industry: Antitrust Risks, “Oshigami” Lessons & Contract Tips

TL;DR * Long-term exclusivity and post-contract non-competes in Japan’s talent-agency deals face growing Antimonopoly Act (AMA) scrutiny. * JFTC investigations and the 2019 “idol-group” warning signalled that black-listing and excessive restrictions may breach Abuse-of-Superior-Bargaining-Position (ASBP) rules. * Agencies must justify contract length, avoid retaliatory conduct and embrace clearer, proportionate terms before
5 min read
Slide comparing Japan vs. US patent litigation: venue, discovery, validity challenges, decision-makers and damages at a glance.
Intellectual Property Law

Patent Litigation Across the Pacific: Key Differences Between the US and Japanese Systems

TL;DR * Japan’s centralized, judge-only patent courts offer predictability, while the US allows venue choice and jury trials—raising cost and uncertainty. * Limited evidence-production and lower damages in Japan contrast with broad US discovery and potentially treble awards. * Dual-track validity challenges exist in both systems but operate differently (JPO
7 min read