Main Areas of Practice

General Corporate

Corporate Governance/ Compliance/ Legal Advice on Commercial Trade/ Takeover Defense Measures/ Real Estate Transactions/ Human Resources & Labor/ Regulatory/ In-company Lectures etc.

While?recent years?have seen?an increasing emphasis on corporate compliance by companies, legal issues affecting companies are always changing, becoming increasingly diversified and complex. Our lawyers at Keiwa Sogo Law Offices have extensive experience in the corporate law practice and provide a full range of quality legal services in?to corporate clients (including the listed companies) including advising on shareholders’ meetings and other institutional operation matters, establishing corporate governance structures, proposing takeover defense measures, advising on internal structural issues such as human resources and labor issues, advising on domestic and foreign commercial transactions including the drafting and reviewing of agreements, and advising on relevant regulatory issues in a variety of business categories. We have provided our legal services to a wide range of clients including those in the finance, manufacturing, retail, construction, real estate and communications/IT sectors.

International Commercial Transactions

Joint Ventures/Overseas Subsidiaries/Licenses/Agencies/International Finance/International Sales & Trade/International Litigation/Trade Disputes etc.

As a trading nation, Japan deals actively with overseas counterparties. This means that legal issues affecting cross-border flow of money, goods and people are the significant areas of focus for the country.

At Keiwa Sogo Law Offices, bilingual lawyers with extensive experience provide appropriate advice and other services including the drafting of various agreements. Law firms in major cities of countries all over the world, including the U.S.A., Europe and emerging market countries such as India, China and Brazil are members of the Legal Netlink Alliance to which our firm also belongs. We maintain close relationships with these law firms to provide prompt and appropriate advice to our clients. In addition, we utilize our Legal Netlink Alliance network in international litigation and arbitration cases.

Dispute Resolution

Negotiations/ Litigation & Settlement/ Preservative Measures & Compulsory Measures etc.

One of the features of Keiwa Sogo Law Offices is that we represent our clients in many cases of pre-litigation negotiation such as arbitration. At our firm, we strive to develop the most effective strategies?a variety of disputes, such as debt collection, damage lawsuits, labor disputes, intellectual property lawsuits and complaints. In addition, we apply pre-dispute legal means including civil provisional remedies and enforcement measures and realize the interests of our clients in a timely and suitable manner.

Mergers and Acquisitions(M&A)/ Inter-corporate Alliances

Corporate Reorganizations/Corporate Acquisitions/Dispositions/Joint Ventures/Inbound Investments/Outbound Investments etc.

A number of lawyers?at Keiwa Sogo Law Offices have supported cross-border corporate activities since the dawn of globalization. Some examples are our supports to foreign companies setting up operations in Japan and to domestic companies exploring opportunities in foreign countries?inaddition to?the capital/business alliances of domestic and foreign companies. Moreover, we have provided prompt, appropriate and tailored solutions to clients aiming to perform strategic corporate acquisitions. We have also handled a number of deals in relation to the reorganization of sectors and subsidiaries within a corporate group.

We provide prompt and integrated legal services which is achieved by our close rapport within the firm and with other professionals. Our lawyers’ individual experience of exposure to other cultures and the firm’s global network as a member of Legal Netlink Alliance make it possible for us to take on deals involving a broad range of countries and regions.

In addition, in case of M&As or inter-corporate alliances, we offer comprehensive legal counseling including due diligence investigation, structuring, and the contractual arrangements drawing on our extensive experience in general the corporate for a variety of industries.

Turnaround business and Bankruptcy

Keiwa Sogo Law Offices has extensive experience in acting as administrative receivers and investigation commissioners appointed by the court, acting on behalf of debtors, sponsors and creditors and also acting as advisors in legal proceedings including bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings and special liquidation proceedings, and lastly out-of-court workouts employing a variety of methods such as the use of the Organization for Small & Medium Enterprises and Regional Innovation. In addition, in turnaround business cases, we?achieve prompt and effective settlement by actively using methods such as mergers and acquisitions.

Further,?we regularly provide advice on financial regulatory and financial transactional laws to clients including financial institutions and funds, we also advise on issues relating to the bankruptcy or reorganization of such institutions and funds. Matters we have assisted on include the first of its kind in Japan.

Finance (Regulatory)

Keiwa Sogo Law Offices provides comprehensive advice on finance related laws and regulations (including the Banking Law, the Financial Instruments and Exchange Law and the Law regarding Investment Trust and Investment Corporations) to domestic and overseas financial groups. Under the existing financial legislation, for the purpose of consumer protection, it is neccesary for companies to establish a compliance structure in line with a variety of laws and regulations such as the Act on Sales, etc. of Financial Products and the Act on the Protection of Personal Information, in addition to any relevant business laws. Further, publicly available legislative information including various supervisory guidelines, inspection manuals, public comments, non-action letters and examples of administrative measures released by the financial regulators must be analyzed in detail. Several of our partners have one or more of the following experiences: working as in-house counsel at financial institutions, working for the Japan Financial Services Agency and working for the Securities and Exchange Surveillance Commission. Based on such a wide range of experiences, we are one of the few Japanese law firms that can provide prompt and appropriate advice to clients undergoing inspections and investigations by the financial regulators.

Finance (Transactional)

In order to serve the financing needs of our clients, Keiwa Sogo Law Offices assists in traditional banking transactions and setting up?credit lines,?Keiwa Sogo also?provides advice on financing including public offerings in Japan or overseas and on the issuance of convertible bonds.

As ways of financing and investment have diversified in recent years and financing involving assets and projects (for example, securitization of account receivables, loan receivables and real estates) are becoming increasingly popular, we have been providing our legal services (including structuring, negotiating and drafting agreements) broadly and flexibly on both the borrowing?and?lending sides.

With regards to such new ways of financing,?having specialized knowledge and experience of the Civil Code and the Companies Act the laws and regulations related to assets (including the Money Lending Business Act, the Act on Regulation of Receiving of Capital Subscription, Deposits, and Interest Rates, etc., the Medical Care Act and legislation related to real estate), legislation relating to the formation of structures (including the Act of Securitization of Assets, the Trust Law and the Financial Instruments and Exchange Law), transactional laws such as the Act on Sales, etc. of Financial Products, and insolvency related laws are essential. At our firm, we handle these legal issues by combining all of our expertise and extensive experience in the relevant areas.

Furthermore, our advice is not limited to the formation and execution of transactions, but extends to investor relations, continuous information disclosure and queries on insider trading.

Intellectual Property Law

Keiwa Sogo Law Offices provides advice to a variety of clients including businesses that provide digital contents such as internet contents and computer software, and brand businesses. We also consult on issues relating to patents, utility models, design rights, copyrights, and trademarks, and other intellectual property rights and provide services including the drafting and negotiating of license agreements. We have represented clients in a number of disputes related to intellectual property and have a great deal of experience in matters including the warnings and negotiations prior to the filing of a lawsuit, litigations relating to infringements of intellectual property rights, litigations annulling a trial decision and damage lawsuits under the Unfair Competition Prevention Act.

Further, in the patents practice area, due to the cross-border trend in corporate activities, it is essential to internationally secure and utilize intellectual property rights and to respond promptly to any infringement. At our firm, we have a chartered patent agent who is also a qualified U.S. patent agent and this allows us to provide appropriate advice in relation to international patent filings, infringement activities overseas and any disputes arising from the foregoing. In addition, we provide filing services for trademarks on behalf of our clients if requested.

Antitrust / Competition

International Cartels / Unreasonable Restraint of Trade / Unfair Trade Practices / Mergers

With enforcement becoming active in countries around the world, there is little doubt on the increasing importance of antitrust compliance in corporate activities. The antitrust team at Keiwa Sogo comprises partners with a long track record of assisting a variety of both Japanese and foreign clients and younger attorneys with experience in the U.S. and the EU, the two core jurisdictions in antitrust. We provide advice not just on unreasonable restraint of trade, unfair trade practices and mergers within Japan, but also on international cartel cases which could bring serious consequences for the targeted companies and individuals.

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