Corporate Law

A collection of 30 posts
Slide summarising Japan’s outside-director reforms
Corporate Governance

Japan's Evolving Corporate Governance: The Role and Impact of Outside Directors

TL;DR Japan has steadily tightened board-independence requirements—culminating in Prime-Market firms needing ≥1/3 independent outside directors. For global businesses, understanding the legal definitions of “outside” and “independent,” the empirical limits of board-monitoring, and the practical due-diligence points is critical to assessing Japanese subsidiaries and partners. Table of Contents
10 min read
Slide summarizing Japan's evolving corporate governance: reform pillars, board independence, ESG integration, and key implications for U.S. investors in the Japanese market.
Corporate Governance

Corporate Governance in Japan: Adapting to Global Standards and Local Realities

TL;DR Japan’s corporate governance has shifted from insular boards and cross-shareholdings toward globally aligned practices under the Corporate Governance Code and Stewardship Code. Key trends include greater board independence, rising ESG oversight and stronger shareholder activism. U.S. investors and businesses must grasp board structure options, “comply-or-explain” realities,
8 min read
Flowchart showing IP allocation options in a Japan–US joint R&D agreement
Intellectual Property Law

Partnering for Innovation: Key Legal Considerations for Joint R&D Agreements in Japan

TL;DR Joint R&D agreements with Japanese partners require careful attention to intellectual property ownership, especially regarding the consent requirements for licensing jointly-owned patents under Japanese law. Key considerations include clearly defining background and foreground IP, structuring ownership to avoid joint ownership complications, understanding university IP policies, and
9 min read
Slide summarizing Japan’s 2025 secured-transactions reform—registration priority rule, codified jōto tanpo, pooled-asset collateral, and lender compliance checklist.
Banking & Finance

Japan’s 2025 Secured-Transactions Reform: Key Changes and Business Implications

TL;DR Japan is preparing sweeping secured-transactions reforms covering security interests in movable assets, receivables and even entire business undertakings. Expected statutes will codify case-law devices such as jōto tanpo, introduce a registration-priority rule, clarify private enforcement, and improve asset-based-lending (ABL) opportunities. Companies and lenders must update collateral documentation, enhance
8 min read
Slide outlining Japan’s Article 35 employee-invention flow: ownership options, procedural fairness steps, and reasonable-benefit models.
Intellectual Property Law

Employee Inventions in Japan: Ownership, “Reasonable Benefit,” and Best-Practice Procedures

TL;DR * Japan’s Patent Act lets employers claim rights to employee inventions if advance contracts or work rules so provide, but inventors still deserve a “reasonable benefit.” * Since 2016, courts focus on procedural fairness—consultation, disclosure, and feedback—when judging whether benefit levels are reasonable. * Clear, transparent internal rules
10 min read
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 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
9 min read