ADVANCED STAGE:　JAPAN EXPERTISE

For foreign clients who have already launched business in Japan, find at OKA FORTUNA LAW everything you seek for to stay compliant with the laws and regulations in Japan. We would very much like to be the first you call for advice when you come up with any issue related to the Japanese law, whether it may be daily business contracts or large-scale organizational deals. Stated below are just a list of typical services we provide, so please feel free to contact us for further details.

Overview of Japan Laws and Legal System

While the business grows in Japan, many foreign Clients come up with more detailed questions regarding Japanese law. At per Client’s request, OKA FORTUNA LAW can provide an overview of the relevant Japanese laws and regulations as well as Japan legal system that Client should be advised. The contents can be a comprehensive summary or to-the-point memorandum focusing on the legal issues related to Client’s questions.

Solution to Corporate Issues

OKA FORTUNA LAW utilizes its extensive experience in corporate law and swiftly respond to legal issues that arise in company’s management and/or daily business activities. By entering into a “Regular Advisory Contract” with Clients, we gain deeper understanding of the management policies, operational conditions, and business activities of Clients, allowing us to provide more tailored legal services to each of the Clients.

In addition, considering the urgent need in Japan-based companies for promotion of women into leadership positions, we also accept requests to serve as external directors or officers, which is another option than entering into a Regular Advisory Contract. Either way, OKA FORTUNA LAW contributes to the enhancement of Client’s governance system by utilizing our legal expertise and experience gained in both domestic and overseas projects.

SERVICE ITEMS

  • no.1

    General Corporate Issues

    • ・Provision of legal advice on issues Clients handle in their daily business.
    • ・Draft and review of corporate internal regulations
    • ・Draft and review of business contracts from Japanese legal standpoint
    • ・Guidance on shareholder meetings, board of directors’ meetings or other meetings required by the Japan Corporate Act
    • ・Advice on dispute resolution that Client must be prepared for(typically, collection of unpaid bills, license fees, contract amount, etc. or injunction and compensation claims against illegal acts, etc.)

  • no.2

    Regular Advisory Contract

    • ・Starting from around 5 hours of work per month for legal consultations and simple contract reviews shall be charged at 120,000 JPY every month (plus actual costs and tax – please be advised that the fees vary depending upon the type of work Clients request).
    • ・We also have various options regarding Regular Advisory Contracts, so please feel free to ask us.
    • ・Clients who have engaged Regular Advisory Contracts with us shall be entitled with a discount of 5-10% off the original fees for legal advice which is outside the scope of Regular Advisory Contract (for example, M&A projects or dispute resolution projects at courts).

  • no.3

    External Directors or Officers

    • ・In particular, driven by the increasing momentum to boost women’s leadership and the policy declared by the Japanese government, there is in fact substantial increase in number of companies that appoint female directors or officers.
    • ・In practical terms, I have seen female employees becoming more motivated in their career development, and corporate attitude visibly changing towards female employees when I have taken the position as an external director in one of the companies that had offered said position. Many female employees did show interest in scheduling meeting with me to talk.
    • ・OKA FORTUNA LAW has the necessary knowledge and experience with external directors, so please do not hesitate to consult with us.

  • no.4

    Compliance Audit/ Internal Investigation

    • ・Compliance Auidt
      As a part of the compliance test across the overall organization, not a few foreign Clients periodically perform internal compliance audit to Japanese subsidiaries with assistance from lawyer. In most cases, the audit focuses on employment issues (including harassments and obligation to secure health/ safety of employees), however the audit can of course cover what Client regards essential.
    • ・Internal Investigation
      In cases where any certain problem is found via such internal audit or report through the whistle-blowing system, Client must address to it swiftly and effectively. Once the problem becomes known to public (remember – we are now in SNS times), reputation of the company can be heavily damages.
    • ・OKA FORTUNA LAW has handled not only large-scale corporate scandals such as circular transactions, data leaks, and incidents involving loss of lives, but also more common incidents such as sexual and power harassment, embezzlement, and overcharging to government agencies.

Reorganization; M&A

Intragroup restructuring (reorganization) and M&As are undertaken for the purpose of maximizing group profits through streamlining the management system, strengthening profitable businesses, and rationalizing duplicated or unprofitable businesses. Not to mention, methods to achieve this can range from establishing a holding company, merging multiple subsidiaries, corporate split (spin-out), and business transfers. OKA FORTUNA LAW has supported numerous domestic and international cases of reorganization and M&A projects that involve Japanese subsidiaries and companies. In cases where financial or tax analysis is required, we can introduce and cooperate with financial experts and tax accountants as well.

SERVICE ITEMS

no.1

Analysis of the required procedures under the Japan Corporate Act and other relevant laws and restrictions

no.2

Analysis of pros and cons regarding structural options Client considers, including risks associated with each of the options (if any)

no.3

Implementation support of the required procedures (including document drafts, negotiations, publications, etc.)

no.4

Legal due diligence

no.5

Review and amendments to M&A contracts or relevant definitive agreements from the perspective of Japanese laws and regulations

Employment Law

Japanese labor laws and regulations are more favorable to employees and employers must follow the required steps carefully when they bring anything into the company that may affect the employees. In addition, in recent years, Japan has rapidly introduced laws related to work style reform, including amendments to the Act on Promotion of Women's Participation and Advancement in the Workplace, amendments to the Labor Policy Comprehensive Promotion Act, amendments to the Childcare and Family Care Leave Act, which requires employers to take measures to improve employment environment.

Given the strong protection towards employees by the Japanese laws, it is essential for employers to establish systems to prevent problems from happening. OKA FORTUNA LAW provides proposals for developing labor management systems tailored to Client’s circumstances, and we work to achieve resolution of any type of dispute that has occurred.

SERVICE ITEMS

  • no.1

    General

    • ・Drafting employment contracts
    • ・Drafting internal work rules
    • ・Drafting a letter to be signed by the employee when retiring
    • ・Training, seminars

  • no.2

    Advice on Labor-Management Relations

    • ・Explanation on new laws and regulations regarding labor and employment, and consultation based on that
    • ・Advice on procedures for dismissal and retirement.
      Sudden dismissal without careful explanation is mostly considered invalid according to the Japanese labor laws. OKA FORTUNA LAW explains and answers questions to ensure that the procedure towards a peaceful dismissal is executed carefully.
    • ・Proposal for maintenance of the workplace environment including prevention of power harassment and sexual harassment, issues related to mental health care, etc.

  • no.3

    Dispute Resolution

    • ・Response to unpaid overtime payment claims
    • ・Response to damage claims based on labor accidents Note that on-site investigation performed by the Labor Standards Supervision Office is also very important in labor-related accident cases.
    • ・Defending Clients at the labor tribunal/ lawsuits being claimed for invalidation of dismissal, unpaid wages payment claims, damage claims, etc.
    • ・Guidance for improving the work environment, including harassment issues In whistleblowing cases, please also refer to Solution to Corporate Issues (item 4) where internal investigation or internal audit is required.