Compliance

A collection of 188 posts
Slide summary: post-2024 enforcement—existing TOB/LSR penalties, no private injunctions, rising fines
Securities Regulation

Enforcement Trends in Japanese M&A: Takeover Bids and Shareholder Disclosures Post-2024 Reform

TL;DR: After Japan’s 2024 FIEA reform, enforcement of takeover-bid (TOB) and large-shareholding (LSR) rules still relies on the pre-existing toolkit—administrative fines, corrective orders, and rare criminal cases—despite louder calls for private injunctions and voting-right suspensions. Early signs show regulators using penalties more aggressively, but true deterrence
9 min read
Slide overview: Japan 2024 FIEA reforms—30 % TOB trigger, 3 % LSR threshold, expanded derivative disclosure
Securities Regulation

Navigating Japan's 2024 FIEA Reforms: Key Changes to Takeover Bids and Large Shareholding Reports

TL;DR: Japan’s 2024 FIEA amendment closes the “market-sweep” loophole by counting on-exchange purchases toward a new 30 % mandatory-TOB trigger, lowers the Large Shareholding Reporting (LSR) threshold to 3 %, and widens derivative and joint-holder disclosure. Enforcement remains modest, but transparency requirements now align more closely with global standards. Table
13 min read
Slide summary: Supreme Court 2024 ruling—job-scope limits override transfers, implications for job-type employment in Japan
Labor & Employment Law

Job Scope Limitations ("Job-Type" Employment) and Employee Transfers (Hai-ten) in Japan: Defining Boundaries

TL;DR: Japan’s Supreme Court (Shiga Prefecture Council of Social Welfare, 2024) ruled that any explicit or implicit agreement limiting an employee’s job scope bars employers from ordering transfers outside that scope without consent—regardless of business necessity. The decision cements job-type principles and forces companies to rethink
8 min read
Japan's 2021 Civil Code and Real Property Law Reforms: Key Changes Affecting Businesses
Civil Law

Japan's 2021 Civil Code and Real Property Law Reforms: Key Changes Affecting Businesses

TL;DR: Japan’s 2021 reforms modernise co-ownership rules, clarify neighbouring-land rights, and introduce court-appointed managers for owner-unknown property—giving businesses new tools to unlock stalled assets but adding due-diligence duties. Table of Contents 1. Introduction: Modernizing Japan's Foundational Property Laws 2. Reforming Co-ownership (共有 - Kyōyū) Rules:
8 min read
One-slide summary: Japan’s dismissal rules—membership vs. job-based models, four-factor test, practical exit strategies
Labor & Employment Law

Employee Dismissals in Japan: Membership vs. Job-Based Models and Termination Rules

TL;DR: Japan’s “membership” employment model makes dismissals difficult: employers must satisfy the four-factor abusive-dismissal test. Job-based contracts allow clearer exit routes but still face strict notice or severance rules. Documented performance management is critical. Table of Contents 1. The Doctrine of Abusive Dismissal (LCA Art. 16) 2. “Membership”
9 min read
One-slide summary: Japan’s fixed-term vs. indefinite wage gap—legal test, Supreme Court rulings, compliance checklist
Labor & Employment Law

Mind the Gap: Navigating Wage Disparity Between Fixed-Term and Indefinite-Term Employees in Japan

TL;DR: Japan’s Part-Time/Fixed-Term Employment Act and key Supreme Court rulings curb unjust wage gaps, but allow differential treatment when objectively reasonable. HR must document duties, responsibility, and career prospects to defend pay structures and avoid litigation. Table of Contents 1. The Legal Framework: Prohibiting Unreasonable Disparities 2.
9 min read
One-slide summary: JFTC merger control—thresholds, theories of harm, remedies, monitoring trustees
Competition / Antitrust Law

Antitrust Oversight in Japanese M&A: Understanding Merger Control and the Role of Monitoring Trustees

TL;DR: Japan’s Antimonopoly Act requires pre-merger filings when thresholds are met, and the JFTC rigorously analyses unilateral and coordinated effects. Where concerns arise, structural or behavioural remedies—often overseen by monitoring trustees—enable clearance. Early antitrust assessment and local expertise are critical for deal certainty. Table of Contents
7 min read
One-slide summary: Japan’s Freelance Protection Act—written terms, 60-day payment, anti-harassment, and compliance checklist
Regulatory Updates

Engaging Japan's Freelance Workforce: The New Freelance Protection Act and Best Practices for Contracting

TL;DR: Japan’s Freelance Protection Act (effective 1 Nov 2024) mandates written terms, 60-day payment, and bans unfair practices toward solo contractors. Businesses must overhaul onboarding, payment tracking, and harassment prevention to stay compliant and competitive. Table of Contents 1. The Freelance Landscape in Japan: Context and Challenges 2.
8 min read
One-slide overview: UGC compliance, niji sosaku guidelines, and moral rights in Japan’s evolving IP landscape
Intellectual Property Law

Navigating Japan's Evolving IP Landscape: Key Considerations for UGC, Derivative Works, and Creator Rights

TL;DR: Japan’s IP landscape is shaped by a massive UGC culture, a tolerant yet legally complex environment for derivative works (niji sosaku), and strong, inalienable moral rights. International businesses must balance promotional use with rights clearance, respect creators’ integrity during adaptations, and monitor new rules on AI training
9 min read