We provide Legal Advisory Service to companies and individuals. Our Legal Advisory Service includes routine legal consultation, consultation for business support, review of agreements and other documents, and hosting law-related seminars.

Our experienced lawyers specialize in many fields, and we maintain a broad network with external specialists.
We also provide a one-stop service for business-related matters such as fund procurement and business development, and other such matters affecting the business of our clients.

Our clients entrust all or a part of the operations of their legal divisions to our firm. We draft agreements and other legal documents, address legal issues affecting our client’s business, and perform negotiations on behalf of our clients.

By regularly communicating with our firm, our clients receive the same benefits as having their own in-house counsel all at more reasonable rate than hiring full-time legal staff.

For clients that enter into the Employee Assistance Program (EAP) Service Agreement with our firm, we provide free legal consultation for their officers, employees and their families.

We do not provide the details of the consultation to the employer, and we only report the number of monthly transactions.

Our clients can offer this service to their employees as a part of their welfare package.

The legal risk management such as contract negotiation and protection of intellectual property is important for start-up businesses, but it is often disregarded due to insufficient funds.

We provide Legal Advisory Service at reasonable costs to any business:

(1) that has been operating for 5 years or less, and
(2) employs no more than 10 employees.

Please do not hesitate to contact us if you need a fee estimate for the service.

• We advise on articles of incorporation and other company regulations, incentive plans for corporate executives and employees, such as stock options, defense measures against hostile takeovers, information management system based on the Personal Information Protection Act, and other legal issues affecting the business operations of our clients.

  We also assist in establishing our clients’ compliance systems through hosting seminars or sending expert lecturers to internal workshops.

• • Articles of incorporation and other company regulations
  • Incentive plans
  • Information management system based on the Personal Information Protection Act
  • Hosting seminars
  • Compliance system

• As a leading firm in the field of business law, we are experienced and knowledgeable in the area of business consultation and revitalization.

  In the process of creating and reviewing our clients’ business models, we consider different ways to propose an ideal plan that is best suited for their business. By organizing brainstorming sessions with our clients, we strive to increase operational efficiency, not only from the overall legal perspective but also from a tax law perspective, while reducing legal risks.

  In following the established business models, we support our clients by reviewing their existing contractual relationships and agreements, and handling complaints and other legal issues.

  We also assist our clients in managing stockholders’ meetings, advising at directors’ meetings and assuming a post as director or auditor.

• • Business models and business schemes
  • Contractual relationship
  • Complaints and legal issues
  • Shareholders’ meetings
  • Board of directors’ meetings
  • Assumption of a post of an independent director or auditor
  • Attendance at management meetings

• We offer legal advice on various types of fund procurement, including individual loans, syndicated loans, revolving credit facility loans, project financing (LBO loan, MBO loan, etc.), nonrecourse loans, subordinated/mezzanine loans, and derivative transactions. We negotiate with financial institutions on behalf of our clients.

  We also advise on securitization, not only for receivables but also for real estate, movables, portfolio and intellectual property. Our support includes drafting contracts, negotiation with financial institutions, and researching related laws.

• • Syndicated loans
  • Revolving credit facility loans
  • Project financing (LBO loan, MBO loan, etc.)
  • Nonrecourse loans
  • Structured securitization of accounts receivable (loan claims, trade receivables, credit loan, and medical fee receivables etc.)
  • Structured securitization of real estate and intellectual property etc.
  • Drafting and finalizing agreements
  • Negotiation with financial institutions
  • Research on applicable laws and regulations and providing opinion briefs

• We provide legal advice on our clients’ activities in the capital market. This includes advice for initial public offering (IPO), lead managers, and fund procurement such as shares, public/private offerings of shares and bonds. We can also negotiate with lead managers and the stock exchange on our client’s behalf.

• • IPO support
  • Selection of lead managers
  • Drafting documents and negotiation with lead managers and stock exchange
  • Advice for public offering and private offering of shares and bonds
  • Structured bonds and assistance with documentations

• M&A and business alliance are considered as effective measures for business expansion or business revitalization.

  We offer legal advice for structuring, negotiation, documentation and due diligence with regard to merger, demerger, share transfer/exchange, acquisition, business integration, equity participation, and joint venture.
  Not only legal advice, we also offer proposals on optimized business strategies, support in contract negotiations and provide follow-up support in order to maximize our client’s business interest.

• • Procedure for merger, demerger and share transfer/exchange
  • Business integration, equity participation, and joint venture
  • Proposal of effective M&A and business alliance schemes
  • Due diligence
  • Negotiation of contracts and documentation
  • Liaison with regulatory authorities and supervisory agencies
  • Seminar and training on M&A

• Documentation of agreements at an early stage is very important to minimize the risk of disputes. Our aim is to prepare contracts that are favorable for our clients and they can benefit from our expertise in various areas.

  The service includes preparation or legal check of distribution agreements, supply contracts, service contracts, franchise agreements, real estate contract, business collaboration agreements etc., and we can also represent our clients when negotiating these contracts.

• • Drafting and refining contracts, MOUs, and agreements
  • Contract negotiations
  • Notarized documents
  • Staff training and seminars on drafting contracts

• Prevention is crucial in the field of HR/Labor issues, because employers often assume legal responsibilities when they do not take appropriate measures. However, with a proper system in place, employers can preemptively eliminate these risks.

  We propose prevention measures necessary to minimize risk of disputes over human resources and labor issues in order to promptly carry out the necessary actions to settle such disputes.

• • Human resource management system, including executive officers and board of directors
  • Wage system and personnel evaluation system
  • Staff training for HR division staff
  • Handling of problematic employees
  • Prevention and handling of sexual harassment/power harassment cases
  • Treatment of employees with health issues (including mental illness)
  • Handling strikes and other labor disputes
  • Liaison with administrative authorities
  • Personnel reduction

• In order to minimize business risks, it is necessary to eliminate debt-recovery risks and to develop a forecast-based cash management system. We can propose a suitable debt-collection system, and in the case of any trouble, we are able to act promptly on behalf of our clients.

• • Collection of accounts receivables
  • Establishment of suitable debt-collection system
  • Staff training for debt collection division staff
  • Debt collection including alternative dispute resolution
  • Procedure of securing collaterals
  • Advice on securing collaterals
  • Preservative measures (provisional attachment and provisional disposition etc.)

• We provide legal services and advice regarding tax disputes, such as appeals against correction order, checking legitimacy of tax inspection and avoidance of unreasonable tax intervention, and we represent clients in tax litigation. (Certified tax accountants are involved for the matters related to tax inspections)

  For non-dispute areas, we can provide analysis and advice from the point of view of the current tax policies/system. This service includes assistance with M&A and restructuring of affiliated companies, financial products such as incentive programs for executives and employees and advice for international tax issues based on international tax treaties and domestic tax laws for cross-border transactions.

• • Revocation suit for correction order
  • Appeals against decisions of tax authorities
  • Legitimacy check on tax inspection
  • M&A and organizational restructuring
  • Financial products and incentive programs
  • International tax issues

• In the field of show business and sports, intellectual property such as copy rights and portrait rights, and affiliations are important aspects to consider.

  Using our vast experience and know-how, we provide legal advice for these sectors, including management agreements and license agreements. For athletes, we can act as an agent during their negotiation with a specific team or an association, and provide advice in order to reflect their needs on the contract. For clients who plan to expand their business overseas, we can liaise with local authorities and assist with documentation both in English and Japanese.

• • License agreement of copyrights and portrait rights
  • Management work
  • Agent work for athletes
  • Contract check
  • Overseas expansion

• Many industries are subject to the influence of Antimonopoly Act. Matters that violate Anti-monopoly Act sometimes render a contract invalid and it may incur various penalties. By conducting legal check, we help our clients in reducing such risks which may arise without sufficient expertise. If our clients are disadvantaged from their business partners’ act, we are prepared to assist preemptively and effectively.

  Should a problem arise in relation to antimonopoly, we offer advice regarding responses to the Japan Fair Trade Commission, such as leniency application.

• • Compliance check on Antimonopoly Act
  • Documentation and negotiation
  • Communication with the Japan Fair Trade Commission
  • Administrative litigation

• We provide advice on handling corporate crises, such as serious disputes, scandals and cases for which corporations/managers can be held liable and suffer serious harm to their reputation or incur damages arising out of such corporate crises.

  We offer advice on responses to investigations by authorities, timely disclosures, and responses to mass media.

  We also investigate the causes of such disputes and scandals, as well as formulate preventive measures.

• • Serious disputes and scandals
  • Liaison with regulatory and investigative authorities
  • Media handling and press release
  • Investigation of the cause of disputes and scandals
  • Formulation of preventive measures
  • Act as an independent third-party committee
  • Corporate crisis management plan

• We help our clients establish internal systems for customer care and handle customer complaints.

  In the case our clients receive customer complaints, we assist them in handling these complaints promptly in order to reduce any adverse effects.

• • Corporate manuals for handling complaints
  • Introduction of complaints handling system
  • Training for customer service staff
  • Ad hoc support for complaints
  • Representation of clients
  • Settlement Negotiation

• Not only do we handle legal and non-legal proceedings, we also propose all available options when our clients’ business partners are held for bankruptcy.

  In addition to bankruptcy proceedings such as civil rehabilitation and corporate reorganization proceedings, we provide assistance to clients in voluntary liquidation including business turnaround ADR proceedings. Our advice to creditors, debtors, shareholders and business owners includes timely recovery of investment and assets in order to minimize their losses and we take necessary legal actions as appropriate.

• • Bankruptcy, civil rehabilitation and corporate reorganization proceedings
  • Voluntary liquidation
  • Business turnaround ADR proceeding
  • Negotiation with financial institutions
  • Recovery of financial contribution and assets
  • Pursuit of accountability

• Venture businesses and small enterprises often put off measures for legal risks. We offer a broad range of legal services to support the growth of venture businesses and propose the most suitable fund procurement, such as asset finance.

  Negotiation with financial institutions on behalf of our clients and drafting documents are also a part of our service.

  We also provide comprehensive advice on creation and development of business models; capital policies and financing; alliances with major companies and institutions; development of strategies and management systems regarding intellectual property rights; introduction of incentive programs such as stock option plans for board members and employees; acquisition of businesses; development of internal management; and preparations for IPO and M&A.

• • Consultation on start-up businesses
  • Advice for setting up of legal systems
  • Legal infrastructure and package programs
  • Formatting of documents
  • Venture finance
  • Development of business models
  • Capital policies and financing
  • Alliances with major companies and institutions
  • Strategies and management systems for intellectual property rights
  • Introduction of incentive programs
  • Acquisition of businesses
  • Development of internal management
  • Preparation for IPO and M&A

• At our clients’ request, our lawyers with extensive experience in their respective fields, host seminars designed to meet their needs. Our lawyers also actively attend on request, our clients’ seminars, internal workshops and lectures, and provide appropriate follow-up services.　

• • Staff training
  • Regular internal workshops
  • Small-sized problem-solving seminars