MORI Shunsuke

MORI Shunsuke

Title
Partner
Bar Association
Dai-Ichi Tokyo Bar Association
Telephone Number
+81-3-3214-6246
E-mail address
[email protected]

Practice Areas

Corporate
M&A
Finance
IPO/Startup Support
Dispute Resolution
Crisis Management
Competition/Antitrust Law
Information Technology
Employment Law
Real Estate
Tax
Pharma and Healthcare
Consumer Law
Non-Profit and Public Corporations
Pro Bono

Engaged Cases

● Litigation, non-contentious cases, provisional disposition, and civil preservation cases
・Corporate litigation, etc.: Request for revocation of resolutions at general shareholders’ meetings (confirmation of invalidity or non-existence), request for dismissal of directors (corporate auditors), request for prohibition of illegal acts, petition for permission for convocation of general shareholders’ meetings, petition for suspension of execution of duties and appointment of proxy, request for inspection and copy of shareholder registry, request for inspection and copy of minutes of general shareholders’ meetings, petition for permission for inspection and copy of minutes of directors’ meetings, request for inspection and copy of accounting documents, petition for provisional disposition order for injunction of acquiring the whole share, request for invalidation of issuance of new shares, request for invalidation of capital reduction, petition for appointment of inspectors of general shareholders’ meetings, and others
・Cases of determination of stock acquisition (purchase) price: Case of determination of stock acquisition price in relation to squeeze-out (Supreme Court Decision dated July 1, 2016, Minshu Vol. 70, No. 6 at 1445), Case of determination of purchase price of shares with restriction on transfer (Osaka District Court Judgment dated July 16, 2015, Kinhan No. 1478, at 26), and others
・Securities litigation: Claims for damages due to false statements in financial statements (precision equipment manufacturers and electrical equipment manufacturers)
・Consumer class action lawsuits (representing company, in connection with the Specified Commercial Transactions Act, Installment Sales Act, Consumer Contract Act, etc.), debt collection
・Disputes related to real estate: Cases claiming damages due to unjust revocation of contract negotiations (Tokyo High Court Judgment dated October 31, 2018, Kinhan No. 1557, at 26)
● Reorganization/M&A
・Integration of management between listed companies (transport companies/stock transfers, etc.), share transfers/joint ventures of various companies (agricultural business, supermarkets, staffing services, etc.), mergers, company splits and business transfers (restaurants, mail orders, etc.), legal due diligence, and tender offers
・MBO/privatization (semiconductor trading companies, etc.)
● General shareholders’ meetings
・Advice on general shareholders’ meetings: financial institutions, real estate companies, construction companies, transport companies, semiconductor trading companies, gas companies, and staffing companies, etc.
・Proxy fights: semiconductor trading companies (company side), restaurant and food retailers (shareholder side), jewelry sales companies (company side), machinery manufacturing and sales companies (company side), and shipping/real estate companies (company side)
● Third-party committees, special investigation committees, internal investigation committees, investigation on unlawful acts and risk management
・Member/support of third-party committees (e.g. illegal taking of examinations for national qualification), member/support of special investigation committees (e.g. false report to the competent authorities)
・Violation of competition laws: Investigation and application for leniency in connection with cartel cases (auto parts cartel cases, power lines construction cartel cases, asphalt mixture cartel cases)
・Investigation and liaison with the Securities and Exchange Surveillance Commission regarding retroactive corrections of securities report
・Other than the above, misappropriation of expenses, power harassment, investigation of anti-social forces, and accusations against investigative authorities, etc.
● Legal services under labor laws and labor tribunal
・Legal proceedings: Claims for accrued premium wages, etc. (Tokyo District Court Judgment dated April 15, 2016, Roudou Hanrei Journal No. 53, p. 47), and other labor tribunals
・Response to the Labor Standards Inspection Office
・Collective bargaining (joint labor union/union)
・Response to occupational accidents (overwork death, etc.), power harassment and sexual harassment
● Establishment of a compliance system
・Outside expert member (Chairman) of the risk compliance committee of J-REIT fund company
・Whistle-blower hotline (banks, securities companies, trading companies of building materials, and others)
● Financial regulations and other regulative laws and regulations
・Investigation, advice, and seminars on the Banking Act, the Construction Business Act, the Installment Sales Act, the Specified Commercial Transaction Act, and other laws and regulations

Career Summary

October 1985
Born in Tokyo, Japan
March 2004
Graduated from Hachiojihigashi High School
March 2008
Received his LL.B. from Hitotsubashi University
March 2010
Received his J.D. from the Hitotsubashi University Graduate School of Law
December 2011
Received his Diploma from the Legal Training and Research Institute of the Supreme Court of Japan (New 64th)
December 2011
Registered as a Japanese attorney
January 2012
Joined Nishimura & Asahi
June 2013
Joined Nijubashi Partners (present Iwaida Partners)
October 2016
Joined Iwata Godo

List of Main Publications

《Publications》
-“Dealing with Shareholder Proposals” (co-author, Shoji Homu No. 480, March 2024)
-“Strategy of Corporate Defense, Toward Improving Corporate Value” (co-author and co-editor, Shoji Homu, 2024)
-“The Latest Shareholder Meeting Stories” (co-author, Shoji Homu, 2022)
-“6,000 Lectures on Legal Issues for Financial Institutions” (co-author, Kinzai Institute For Financial Affairs, 2022)
-“Index of Judicial Precedents for Shareholder’s Meeting” (co-author, Shoji Homu Co., Ltd., 2019)
-“Q&A on Amendment to Law of Obligations – Fully Adapt to the Changes in Financial Business Practice” (co-author, Banking Education Co. Ltd., 2018)
-“Theories and Business Practices of Prescription and Limitation of Period” (co-author, Nihon Kajo Publishing Co., Ltd., 2018)
-“5,000 Lectures on Legal Issues for Financial Institutions” (co-author, Kinzai Institute For Financial Affairs, 2018)
-“Must-have Guide to Business Practices for Shareholders’ Meetings” (co-author, Kinzai Institute For Financial Affairs, Inc., 2017)
-“Legal Advice on Corporate Governance” (co-author, Seirin Shoin, 2016)
-“Accessible Introduction to the Companies Act” (co-author, Business Kyoiku Shuppansha, 2015)
-“Questions and Answers: the Companies Act as Amended in 2014 (Second Edition)” (co-author, Kinzai Institute For Financial Affairs, Inc., 2015)
-“Questions and Answers: the Companies Act as Amended in 2014” (co-author, Kinzai Institute For Financial Affairs, Inc., 2014)

《Articles》
-“Overview of the General Meeting of Shareholders of Listed Banks in Fiscal 2023 and Outlook for Fiscal 2024” (Financial and Legal Affairs, No. 2230, 2024)
-“Conducting Annual Shareholder Meetings in June 2023” (co-author, Gekkan Kansayaku No. 745 2023), issue of Gekkan Kansayaku)
-“Practical Implications from Recent Judicial Precedents Relating to General Shareholders Meetings Where Pros and Cons Compete with Each Other” (co-author, No. 2294 issue (May 5 & 15, 2022 issue) of Shoji Homu.)
-“Pointes to be Noted in Dealing with Shareholders’ Meetings Based on the Amended Companies Act (I)” (co-author, No. 442 issue (January 2021) of Shoji Homu)
-“Practical Measures for General Meetings of Shareholders Held by Listed Companies through Convocation of Shareholders” (co-author, August 25, 2020 issue of Shoji Homu No. 2239)
-“Appropriateness of Concurrent Appointment between the President of Bank Holding Company and the President and CEO of its Subsidiary Bank” (co-author, April 10, 2020 issue of Kinyu Houmu Jijo No. 2135)
-“Development of Internal Rules under the Companies Act as Amended in 2014 Part IV” (co-author, Shoji Homu Vol. 370, 2015)
-“Development of Internal Rules under the Companies Act as Amended in 2014 Part III” (co-author, Shoji Homu Vol. 366, 2014)
-“Revisions Concerning Protection of Minority Shareholders (included in “Special Feature: The Companies Act as Amended and Questions and Answers of Relevant Business Practices” of Kinyu Houmu Jijo No.2002, 2014)
-“History of Companies Laws (included in the 2000th commemoration issue for “Development, Challenges and Prospects of Legal Practices Concerning Financial Transactions –Part I Looking Back” of Kinyu Houmu Jijo No.2000, 2014)
-“News Commentary- What Will Happen to Squeeze-Out under Amended Companies Act?” (co-author, Zeimu Koho Vol.62 No.7, 2014)
-“Introduction to Compliance-Related Practical Affairs Part XIII – Collective Bargaining with Labor Union for Businesses including SMEs” (Toki Joho Vol.622, 2013)

《Series of Articles》
-“Shin Shoji Hanrei Binran” (co-author, Shoji Homu No. 2165 to No. 2322, from 2018 to 2023)

Publications

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Seminars

  • 202411

    For Shoji Homu's "Business Law School" seminar series, Ito Hiroki and Mori Shunsuke give a seminar "Preparing for Activist Shareholder Proposals"

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202312

    Ito Hiroki and Mori Shunsuke gave a seminar "Dealing With Shareholder Proposals and Demands for Convocation of Shareholder Meetings" for Shoji Homu's "Business Law School" seminar series

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202210

    Fukasawa Atsushi, Tomita Yusuke and Mori Shunsuke conducted a seminar for compliance managers at the Regional Banks Association of Japan

    Speaker： FUKASAWA Atsushi　 TOMITA Yusuke　 MORI Shunsuke　

  • 202204

    Ito Hiroki and Mori Shunsuke conducted a seminar "Practical Response to Shareholder Proposals and Requests for Convocation of Shareholders Meetings - from Discovery of Signs and Clues to Precautions not to be in a Panic in an Emergency -" in the BUSINESS LAW SCHOOL hosted by SHOJIHOMU CO., LTD.

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202202

    Sakamoto Tomoko and Mori Shunsuke conducted a seminar "Annual Shareholder Meetings in 2022" at the Second Association of Regional Banks.

    Speaker： SAKAMOTO Tomoko　 MORI Shunsuke　

  • 202111

    Tomita Yusuke and Mori Shunsuke conducted a seminar for compliance managers at the Regional Banks Association of Japan.

    Speaker： TOMITA Yusuke　 MORI Shunsuke　

  • 201902

    Ito Hiroki, Kakuno Shu, Mori Shunsuke and Yamada Kohei delivered a lecture titled "Commentary on the Guidelines for Corporate Law Review (regarding Corporate Governance, etc.)" at Marunouchi Hall & Conference Square.

    Speaker： ITO Hiroki　 KAKUNO Shu　 MORI Shunsuke　 YAMADA Kohei　

  • 201803

    Ito Hiroki, Kakuno Shu, Mori Shunsuke and Yamada Kohei jointly delivered a lecture entitled "Seminar on Interim Proposal Concerning the Revision of Corporate Law System (Related to Corporate Governance, etc.)" at Iwata Godo.

    Speaker： ITO Hiroki　 KAKUNO Shu　 MORI Shunsuke　 YAMADA Kohei　

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