Corporate Governance - Japan Compliance (Page 2)

Japan Compliance

Corporate Governance

A collection of 36 posts

Slide summarising METI’s 2023 takeover-defence guidelines: harm-based justification, MoM vote requirement, independent committee process and decline of pre-adopted poison pills.

Rethinking Defensive Measures: Hostile Takeovers Under Japan’s 2023 METI Guidelines

TL;DR * METI’s August-2023 takeover guidelines pivot Japan away from pre-adopted poison pills toward case-specific, shareholder-centric defences. * Boards may oppose bids only when concrete harm to corporate value or shareholder common interests is shown and less-intrusive options won’t suffice. * Any dilution‐type defence should be approved post-bid by

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

Slide tracing a Japanese conglomerate’s delisting journey: scandal, insolvency, activist conflict, failed spin-off and 2023 tender-offer take-private.

Corporate Governance

Lessons from a Japanese Conglomerate Delisting: Governance Failures, Activist Battles & Take-Private Exit

TL;DR * A seven-decade-old conglomerate left the TSE in Dec 2023 after scandal, insolvency, activist clashes and a take-private buy-out led by JIP. * “Board 2.0” reforms (outside-director majority) after the 2015 accounting scandal proved inadequate when a 2017 cash crisis brought foreign funds onto the register. * Prolonged conflict, a

Slide summarising 2024 Japanese labor-law cases: illegal-order power harassment ruling and retaliatory bonus-denial judgment with compliance takeaways.

Labor & Employment Law

Power, Pay, and Process: Key Japanese Labor Law Decisions in 2024

TL;DR * A February 2024 Ōtsu District Court case held that ordering an employee to break the Worker-Dispatch Act is power harassment, awarding damages. * A November 2023 Hiroshima High Court case deemed a retaliatory denial of a director’s retirement bonus unlawful, awarding the bonus as tort damages. * Together the

Slide mapping Japan’s Article 833 dissolution remedy: deadlock criteria, 2023 Tokyo High Court case timeline, “unavoidable circumstances” test and prevention tips.

Corporate Governance

Deadlock & Court-Ordered Dissolution in Japan: Article 833 Guide for US-Owned Subsidiaries

TL;DR * Japan’s Companies Act Article 833 lets deadlocked shareholders dissolve a subsidiary if stalemate creates serious harm and no realistic exit exists. * A 2023 Tokyo High Court case confirms courts apply the remedy when 50/50 paralysis and asset erosion leave dissolution as the only practical option. * US

Slide summarising parent-company director liability in Japan: duty of oversight, 2024 case law, red-flag test and compliance controls for multinational groups.

Corporate Governance

Parent Company Director Liability in Japan: Oversight of Subsidiary Compliance Failures

TL;DR * Japanese courts now scrutinise parent-company directors who ignore “red flags” of subsidiary misconduct—finding possible liability under Companies Act Articles 355 & 423. * Key risks include derivative suits, loss-recovery actions and criminal aiding-and-abetting if directors fail to implement adequate group-wide compliance systems. * Multinationals must formalise reporting lines, conduct

Slide summarising Japan’s mandatory human-capital disclosure: gender-pay gap, female-manager ratio, paternity-leave uptake and strategic investor impacts.

Sustainability Reporting

Mandatory Human-Capital Disclosure in Japan: FIEA Rules, Labor-Law Metrics & Strategic Risks for US Companies

TL;DR * Since FY 2023, listed firms in Japan must disclose gender-pay gaps, female-manager ratios and other labor-law metrics in the “Sustainability Information” section of the Annual Securities Report. * Government “Human Capital Visualization Guidelines” urge broader, strategy-linked disclosures across 19 indicators. * US companies with Japanese units must ensure legal compliance,

Slide outlining Japan’s mandatory sustainability disclosures: FIEA/ISSB pillars, financial-materiality focus, phased adoption timeline and assurance outlook.

Sustainability Reporting

Mandatory Sustainability Reporting in Japan: FIEA Rules & ISSB Alignment for Global Companies

TL;DR * From FY 2023 disclosures, Japan’s Financial Instruments and Exchange Act (FIEA) requires listed firms to add a “Sustainability Information” section in the Annual Securities Report (Yūhō). * The framework mirrors TCFD/ISSB pillars (governance, strategy, risk management, metrics & targets) and focuses on financial materiality. * Human-capital metrics on

Slide summarising director liability for corporate donations in Japan—conflict-of-interest rules, Shizuoka 2024 case, key compliance steps.

Corporate Governance

Director Liability for Corporate Donations in Japan: Managing Conflicts of Interest & Fiduciary Duty

TL;DR * Japanese law permits philanthropy, but donations tied to a director’s interests trigger strict conflict rules under the Companies Act. * The Shizuoka District Court (Apr 25 2024) upheld a ¥4.76 bn bank-to-foundation donation, stressing documented CSR purpose and reasonable scale. * Boards must secure conflict-free approval, prove a

Summary slide: key Business & Human Rights compliance steps in Japan—policy commitment, risk-based HRDD, stakeholder engagement, grievance mechanism.

Business & Human Rights Compliance in Japan: How to Meet Rising Global Expectations

TL;DR * Japan relies on soft-law guidance such as the 2022 METI/MOFA Guidelines, yet global investors, buyers and regulators increasingly expect robust human-rights due diligence (HRDD). * Aligning with UNGPs, companies should embed a policy commitment, map and prioritise risks, implement HRDD, engage stakeholders and ensure grievance mechanisms. * Ignoring BHR

Slide summary: Japan’s beneficial-ownership debate—current gaps, G7/FATF pressure, proposed registry reforms, corporate impact

Corporate Governance

Beneficial Ownership Transparency in Japan: Current Debates and Future Directions

TL;DR: Japan lags global peers on beneficial-ownership (BO) transparency, relying on a semi-public corporate registry and securities filings. G7 and FATF pressure has spawned proposals for an open BO register, lower thresholds, and harsher sanctions. Businesses should prepare for stricter disclosure and KYC obligations in the next two years.