Corporate Legal Affairs
Corporate Legal Affairs
Companies of all sizes turn to Asahi Law Offices for advice on the various issues that arise in the course of corporate operations, from incorporation and commencement of business to collections, restructuring, and business succession. In response we provide a full range of legal services, based on the latest information, designed to enable client firms to conduct business smoothly and expeditiously. Our goal is to prevent disputes before they arise. Here are some of the corporate matters that we handle.
Corporate Turnaround and Bankruptcy
Our lawyers, with their unrivaled expertise in bankruptcy law and procedures, help companies experiencing financial difficulties turn around their business, and directors and employees get back on their feet, by providing legal support tailored to the exact case at hand. To that end they work as necessary with outside lawyers, accountants, and tax professionals.
Asahi Law Offices possesses a wealth of experience in both corporate turnaround (reorganization and civil rehabilitation) and corporate liquidation (bankruptcy and special liquidation). We are thus equipped to offer legal services covering the full range of bankruptcy proceedings. Civil rehabilitation in particular is an area where Asahi Law Offices has worked extensively since Japan’s Civil Rehabilitation Law first took force. We have an impressive record of rebuilding companies smoothly and swiftly by crafting the best strategy for turning them around－whether that be splitting up the business or selling it off－within the scope of civil rehabilitation proceedings.
In addition to the above legal bankruptcy proceedings, Asahi Law Offices also handles various forms of so-called voluntary bankruptcy (whether reconstruction or liquidation). We offer an especially full range of services in the area of voluntary proceedings involving corporate rehabilitation or turnaround. These include formulating voluntary bankruptcy plans on behalf of companies in difficulty, providing and implementing advice on restructuring the business and improving the balance sheet, and negotiating terms with financial institutions and other major creditors. Asahi Law Offices also assists creditors of bankrupt companies in accordance with their specific needs. Our services in this area include debt recovery, initiation of bankruptcy proceedings at a creditor’s instance, and formulation of business turnaround proposals on a creditor’s behalf.
Corporate Acquisition and Business Succession
Asahi Law Offices provides support to corporate clients acquiring companies whether in Japan or abroad. We take steps to ensure that the purchase proceeds smoothly and with a minimum of legal risk. We offer legal advice on selection of the best acquisition method, whether private placement of new shares, stock transfer, amalgamation, corporate split-up, or stock swap. Further, we assist in performing due diligence on the prospective acquisition, conducting negotiations, and drawing up the contract, taking adequate account of the potential problems and risks that can arise post purchase.
Likewise, we provide legal services to companies planning to sell off a portion of their business as part of a restructuring program, or proprietors of medium or small enterprises who are having difficulty finding someone to pass the business on to. These services include advising on selection of the best approach to adopt, and drawing up the necessary contracts.
Asahi Law Offices also offers strategic support and advice with designing defense strategies against hostile takeovers by companies and private equity funds whether based in Japan or overseas, and drawing up the guidelines required to implement them.
Asahi Law Offices assists companies in formulating guidelines of conduct and provides all legal services required in implementing them. But we also go beyond, supplying legal advice to companies seeking to establish a system of internal controls, recommending organizational designs for internal compliance regimes, and advising on establishment of whistleblower programs. Under Japan’s Whistle-Blower Protection Act, Asahi Law Offices serves as the whistleblower hotline for companies seeking an external contact for their whistleblower program. In that capacity we handle any information provided by inside whistleblowers.
Crisis Management and Accident Response
When a company faces a crisis － a natural disaster affecting its head office building or one of its production plants, an accident involving a product it sells, a criminal act by an employee ― Asahi Law Offices can provide legal advice on, among other matters, internal investigation of the cause, assessment and repair of the damage, and media relations. We can also look after preliminary negotiations on redress with the victims and other concerned parties, and handle any claims for damages that arise.
Intellectual Property Rights
By protecting and nurturing their intellectual properties, corporations can better maintain their global competitiveness and encourage the intellectual creativity of the inventors, devisers, artists, and others they employ. Asahi Law Offices offers a wide variety of legal services related to intellectual property rights in general, including patent rights, utility model rights, trademark rights, design rights, copyrights, and rights under the Unfair Competition Prevention Act. Our main services include consultations before acquiring rights, conservation of rights, guidance in the management and exercise of rights, legal advice on various agreements (license agreements, various agreements for the assignment of intellectual property rights, merger agreements), and the preparation of agreements.
Attorneys richly knowledgeable on legal theory and case law practices specific to intellectual property rights handle dispute resolutions in pre-negotiations and litigation procedures in cases of intellectual property right infringement and claims for consideration for employee inventions. Much of their work is carried out jointly with patent attorneys specialized in fields such as machinery, chemical technology, biotechnology, and trademark brands within independently developed networks.
We also deal with petitions for the transfer and cancellation of registration to dispute-resolution organizations of domain addresses closely related to corporate brands, provisional disposition/litigation on merits of cases in relation to domain addresses other than the JP domain address, legal responses on obstruction of business and acts of abuse on websites, and legal consultations, agreement preparation, and contractual negotiations related to internet businesses and entertainment businesses, including affiliate advertising.
Corporations nowadays must take proactive steps to cope with the Anti-Monopoly Act. If charged with a violation of the Anti-Monopoly Act, a corporation may be subject to strict sanctions, various penalties, cease-and-desist orders, great economic damage, and an erosion of its corporate image. Directors may be pursued for accountability, and shareholders’ lawsuits may follow. The high penalties imposed and the “Leniency Program” introduced in recent years underscore the need for prompt and appropriate measures. The responses of a corporation to reports on violations based on internal investigations, to on-the-spot and follow-up investigations by the Japan Fair Trade Commission, and to trial proceedings are especially important. A corporation may also be subject to similar charges outside of Japan, especially in other developed countries. To prepare, a corporation must closely watch the moves of competitive authorities of the U.S. and EU countries.
In some cases, a corporation must take measures to adapt to the restrictions on corporate combinations under the Anti-Monopoly Act for large-scale M＆As (stock acquisition, merger, assignment and receipt by assignment of business). Asahi Law Offices advises clients on M＆A schemes, preliminary consultations with the Japan Fair Trade Commission, and negotiations with the Commission after preliminary applications, while also handling procedures to resolve problems.
Personnel / Labor Affairs
Asahi Law Offices consults with corporations on employee recruitments, personnel transfers, retirements/dismissals, issues arising in all stages of labor agreements, working conditions (wages, retirement allowances, working hours, etc.), employment discrimination, the various systems related to childcare leave/family-care leave, and troubles in the workplace (sexual harassment, workers’ compensation, mental health problems, irregular employment, organization restructuring, etc.). We also provide broad-ranging legal advice on personnel/labor affairs and prepare and amend employment regulations, wage regulations, and other regulations.
Shareholders’ Meeting Services
Today companies and their executives are more rigorously held to account by the public and shareholders than ever before. That makes it essential to prevent illegal conduct and accidents whether in dealings with other firms or in development, manufacturing, and sale of products.
Asahi Law Offices offers legal advice on all aspects of conducting shareholders’ meetings, including formulation of appropriate strategies, preparation of meeting notices and agendas, and keeping of minutes.