THE TOKYO-MARUNOUCHI LAW OFFICES

General Corporate Practice

The business fields of our clients cover nearly all types of business, including software, accounting, finance, insurance, securities, health care, luxury brands, biotechnology, semiconductors, wind power, manufacturing, construction, foods, chemicals, trading, wholesaling, resale, airlines, transportation and railroads, broadcasting, newspapers and mass media. Our assistance to these companies includes researching regulatory matters and providing advice on their day-to-day business problems. Our advice also includes matters relating to required annual meetings, corporate governance and compliance matters and amendments to various company rules.

Litigation

Our litigation practice is wide-ranging and includes the following types of claims:

International Business

We represent various foreign companies doing business in Japan as well as Japanese companies doing business abroad. Our legal services routinely involve matters such as license agreements, joint venture agreements, distribution agreements, and various types of service agreements. We assist clients starting businesses in Japan by helping to establish their Japan presence, such as through forming a subsidiary. We have also assisted clients who established their Japanese operations by purchasing the stock or assets of existing companies. In the field of international investment, we handle the issuance of foreign bonds by Japanese companies, structured finance, and investments by foreign funds in Japanese assets, including Japanese real estate. Our expertise also covers loans made by Japanese financial institutions to foreign companies and loans made by foreign financial institutions to Japanese companies. In the real estate business field, we have considerable and lengthy experience with real estate securitization and real estate purchases both within and outside of Japan, as well as construction projects outside Japan.

Business Rehabilitation and Bankruptcy

Within the field of business rehabilitation and bankruptcy, we have expertise in the following areas:

Minji-Saisei (civil rehabilitation): We have experience in representing Minji-Saisei applicants. We also have lengthy experience in serving as administrators appointed by the courts.

Company Reorganization: We have acted as temporary administrators as well as permanent administrators.

Bankruptcy: We have represented applicants in filing bankruptcy applications. We also have experience as administrators appointed by the courts.

Special Liquidation: We have comprehensive experience in filing applications as well as in serving as special liquidators.

We have also acted as special advisors in reorganization matters pursuant to the “Private Reorganization Guidelines” established in 2001.

Our experience in these areas involves various types of businesses, such as hotels, supermarkets, general contractors, real estate developers, golf courses, publishing companies, manufacturing companies, communication companies, luxury brands, etc. We can also act on behalf of creditors in such cases.

Our experience in the field of business rehabilitation has enabled us to also gain experience in the fields of mergers and acquisitions.

Information Technology and Telecommunications

The use of information and telecommunications technology has become an essential part of modern business, and new issues related to websites and online applications are continuously emerging.

We have more than twenty years of experience in the information and telecommunications technology field. Our broad knowledge and experience of the Internet infrastructure and of security technologies and systems, including electronic signatures, allows us to provide legal advice about business models built on information technology and services, as well as about the protection of personal information.

We also provide advice on various security issues, including risk management, that have grown common with the proliferation of information technology.

We are committed to further expanding our knowledge and experience to contribute to society in a wide range of areas.

Employment Matters

We regularly advise clients on a wide range of employment matters, including the preparation of employment agreements and employee work rules, as well as the provision of advice on employment compliance, disciplinary procedures, harassment issues, and employment disputes.  We have extensive experience in advising and representing clients before courts and labor tribunals in unfair dismissal claims and other issues relating to termination of employment.

Intellectual Property Law

In 2008 the firm added an attorney who specializes in intellectual property law and established an intellectual property section and a patent office.

The intellectual property section includes attorneys who have handled large international patent disputes, worked for major patent firms, provided legal services from the prosecution stage, and developed technical expertise after working in product development for major manufacturers for many years.

In 2014, the former first Chief Judge of the Intellectual Property High Court joined the group, bringing a judicial perspective to our examination of cases.

In addition to filing patent and trademark applications, our patent attorneys work together with our other attorneys to provide a one-stop service for disputed cases. Under this cooperative system, in addition to infringement suits before the courts, we are also involved in cancellation actions, appeals, and opposition proceedings before the Japan Patent Office, as well as litigation to rescind trial decisions before the Intellectual Property High Court.

We also have a network of patent law firms not only in Europe and the U.S., but also in Asia, and so we are able to provide high-quality legal services with an international mindset.

Personal Data Protection

Since the revision of the Personal Information Protection Act in 2009, businesses must comply with the Act regardless of the amount of personal information they handle. In order to properly deal with the Act, it is necessary to establish not only a privacy policy and personal information protection rules within the organization, but also an organizational structure that will actually function effectively. We provide consultation on all legal matters related to personal information, including the development of various internal regulations and the establishment of a personal information protection system appropriate to the size and nature of the business, in accordance with the Personal Information Protection Act and related guidelines.  We also are reasonably familiar with the needs of clients who need an integrated international approach that works not only under the Japan Personal Information Protection Act but also other statutory regimes, such as the GDPR and the CCPA.

Commercial Arbitration

Arbitration is a method of alternative dispute resolution in which two parties, instead of going to court, can agree to have a private third party resolve their civil dispute. In commercial arbitration before the Japan Commercial Arbitration Association (or other international arbitration associations), fair and neutral arbitrators appointed by the parties concerned — whether those parties are in Japan or abroad — attempt to resolve disputes promptly and properly through flexible procedures privately agreed upon by the parties. The final arbitral award has the same effect as a final and binding judgment, but the procedure is more confidential, private and streamlined than proceedings in open court. We have considerable experience representing clients in arbitration proceedings of many different types and before many different arbitration authorities.

M&A, Corporate Restructuring, and Business Succession

We provide advice on mergers, business acquisitions, stock buyouts, and other types of acquisitions, as well as corporate restructuring within company groups. We are particularly strong in bankruptcy-related M&A, as many of our attorneys are well versed in business restructuring and bankruptcy.

The attorneys in our international business law section also have considerable expertise in international M&A, not only in legal matters, but also in helping foreign parties to understand Japanese business practices and the Japanese way of doing business.

In recent years, the issue of business succession of small and medium-sized enterprises has come under close scrutiny. Some of our attorneys have served as members of government committees related to small and medium-sized enterprises, and we handle business succession issues for small and medium-sized enterprises throughout Japan. Business succession issues are also intertwined with tax issues, etc., and we strive to promote smooth business succession in cooperation with outside specialists.

Securitization of Real Estate and Financing

We provide drafting and legal advice on various types of financing, including debtor-in-possession financing, the purchase and sale of non-performing loans, and project finance.

We also provide legal advice on real estate transactions, including non-recourse loans, securitization and other structured financings, domestic and international construction projects, and various other real estate transactions. Real estate investment projects are not conventional corporate finance, but are focused on funds procurement and management directed principally toward maximizing the value of the relevant assets. Since many parties are involved, we organize the legal relationships of each party, establish the structure, and prepare the necessary contracts.

In addition, we also provide legal advice on claims arising in various court proceedings (lawsuits, auctions, foreclosures, provisional dispositions, etc.), compliance-related work, and work specific to banking and life insurance-related matters.

Real Estate Transactions and Construction Disputes

We provide legal advice, litigation, enforcement and other services for all types of real estate transactions.

Specifically, we provide a wide range of legal services with respect to (1) collection of unpaid rent, contract cancellation, surrender, etc. in connection with real estate leases, (2) liability for defect guarantees in real estate sales, (3) Explanations of Important Matters and other requirements under the Real Estate Business Act, (4) problems relating to building contracts, including building defects, and (5) various issues related to the Building Standards Law and other related laws and regulations.

Media and Entertainment

We provide a variety of legal services to clients in the media and entertainment industry, including television stations, music production companies, film production and distribution companies, publishing companies, and digital content distributors.

We have many attorneys who are well versed in the realities of the media and entertainment industry, and we provide legal advice on related laws and regulations such as the Broadcasting Act, the Copyright Act, the Trademark Act, the Antimonopoly Act, the Act Prohibiting Unjustifiable Premiums and Misleading Representations, the Subcontracting Act, and others. We also provide appropriate legal services in a wide range of areas, from the drafting and negotiating of contracts in Japan and overseas to the resolution of disputes.

Vietnam Legal Affairs

In recent years, many international companies have entered the Vietnamese market, not only as manufacturing bases for inexpensive labor, but also in the service and retail industries targeting domestic Vietnamese markets.

We have established friendly relationships with several local Vietnam law firms and can assist non-Vietnamese companies in a wide range of areas such as acquisitions of local companies, due diligence, establishment of joint ventures, establishment of local corporations, obtaining permits and licenses, and research into the local legal system including foreign investment regulations. Our attorneys, who have experience working at local law firms in Vietnam, provide advice based on local practice and have particular experience in the real estate development and medical/healthcare fields.

Other Matters

We also represent individual clients in connection with inheritance matters, tort cases (including traffic accidents claims), and criminal cases.