TL;DR Guides U.S. companies through entity selection (rep-office, branch, KK, GK), registration procedures, tax & labor compliance, and ongoing governance essentials for running a legally sound business in Japan. Table of Contents * I. Choosing the Right Form of Business Presence * A. Representative Office * B. Branch Office * C. Subsidiary

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

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

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

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