Corporate

Our firm provides legal advice to businesses on day-to-day issues, management, the drafting and review of contracts and internal rules, and shareholder meetings and other corporate procedures. Our corporate practice includes advice and drafting in all areas of compliance and governance, including directors' duties. We provide critical support to the legal functions of our corporate clients, regardless of the industry, and we make sure that our advice is up to date and appropriate for dynamic business environments.
  • General Corporate
  • Corporate Governance
  • Shareholders' Meetings

General Corporate

Iwata Godo advises its clients in Japan and overseas with a wide range of legal services based on our extensive experience and achievements in the issues that companies face on a daily basis. We provide a wide range of advice on important corporate actions such as incorporations, changes in share capital, amendments to articles of incorporation, decisions on use of share capital, issuance of shares, warrants and bonds, share repurchases, reorganizations, sales of businesses, dissolutions and liquidations. In addition, with the increase in shareholder derivative litigation, we have been advising and providing opinions on violation of director's duty of care and other issues related to preventing and responding to such litigation. At the "Business Court", we represent clients in both litigation and non-litigious matters. Please visit Dispute Resolution page for details.Iwata Godo also advises on a wide range of governance matters, including articles of incorporation, internal rules, and administration of boards of directors and other decision-making bodies, from how to submit proposals to the preparation of minutes.




We advise regularly on the drafting, review and interpretation of both commonly used contracts (e.g., distribution, licensing, outsourcing, sales terms and conditions) and contracts for special transactions (e.g., capital tie-ups, business collaborations, joint ventures). We also advise on documentation and carry out procedures for employee stock ownership plans, commercial registrations and other corporate matters.




Iwata Godo's attorneys, based on our extensive experience and achievements in corporate legal affairs, have been writing commentaries on judicial precedents for Shoji Homu, a prestigious business law journal, since its foundation in 1955.

Corporate Governance

Sound corporate governance is essential for the sustainable growth of companies and the improvement of corporate value over the medium to long term. As a result of recent reforms, corporate governance has become increasingly important in corporate management, especially for listed companies.




Our firm provides a wide range of advice in corporate governance, such as development of governance systems, establishment and operation of internal control systems, disclosure, evaluation of boards of directors, and operational support for boards of directors, taking into account new legislation, Corporate Governance Code amendments, and regulatory "guidelines". We provide comprehensive and strategic advice from both "offensive" and "defensive" perspectives, always taking into account the latest developments.

Shareholders' Meetings

Iwata Godo has accumulated a great deal of achievements in advising on and providing guidance for the general shareholder meetings of both listed and private companies, including review of documentation, providing guidance at rehearsals, and attending the meetings. For the general meetings of listed companies, we have advised on racketeers' demands for benefits as well as on many shareholder proposals and proxy fights resulting from shareholder activism. We have worked on a number of high-profile cases, including litigation concerning prominent racketeers and proxy fights with international activist funds. We have recently been working on constructive dialogue with shareholders for general meetings as well as "virtual general meetings", and on responding to the increasing number of shareholder proposals. Based on our experience over many years, and always taking into account the latest legislative and regulatory developments, we provide our clients with comprehensive and strategic advice based on the regulations concerning disclosure and governance, stock exchange rules and various regulatory guidelines.

Publications Related to Corporate

  • 202412

    IG lawyers co-author "Guide to New Commercial Case Law No. 787" in Shoji Homu No. 2378

  • 202412

    Shoji Homu publishes a new edition of Civil Law for Legal Managers, authored by Toji Yoshihiro and Saito Hiroki

    Author:
    TOJI Yoshihiro  SAITO Hiroki 
  • 202412

    Fukuchi Takumi authors a commentary on the Consumer Affairs Agency's study group on whistleblower protection (Shoji Homu Portal website)

    Author:
    FUKUCHI Takumi 
  • 202412

    Kunimoto Kazuki authors a commentary on amendments to the disclosure requirements for TSE-listed companies (Shoji Homu Portal website)

    Author:
    KUNIMOTO Kazuki 
  • 202411

    Haga Ryo, Advisor at Iwata Godo, authors an article in Gekkan Kansayaku on the role of auditors in the nominating process for corporate directors

    Author:
    HAGA Ryo 

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Lectures, Seminars and Conferences Related to Corporate

  • 202501

    Motomura Takeshi and Yamada Kohei give a seminar for corporate officers managing shareholder meetings "30 Must-Know Judicial Precedents for Managing Shareholder Meetings" at Shoji Homu

    Speaker: MOTOMURA Takeshi  YAMADA Kohei 

  • 202411

    For Shoji Homu's "Business Law School" seminar series, Motomura Takeshi and Tomita Yusuke give a seminar "Strategic Approaches to Litigation for In-House Lawyers"

    Speaker: MOTOMURA Takeshi  TOMITA Yusuke 

  • 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 

  • 202411

    Iida Hiroshi gives seminars for Tokubouren on abusive customers and anonymous mobile crime groups

    Speaker: IIDA Hiroshi 

  • 202409

    Iida Hiroshi gives a seminar at Hosokaikan "Update on Organized Crime: Proceeds of Crime, Illicit Finance, Recovering Damages"

    Speaker: IIDA Hiroshi 

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News Related to Corporate

  • 202411

    The November 23 Nikkei carries a comment by Ito Hiroki in its article "7&i Holdings: Choices for the Special Committee"

  • 202206

    The June 10 Nikkei carried a comment by Yoshihara Tomomichi in its article on an acquisition-related shareholder resolution at Toyo Construction.

  • 202112

    The Nikkei carried a comment by Uenishi Takuya.

    Uenishi Takuya's comment appeared in Nikkei article "Collusion is not Accepted in the Shareholders Meeting: Kansai Super and H2O are Integrated Today. Transparency is Essential for Resolution Rules." on page 17 of its morning edition dated December 15, 2021.

  • 202112

    The Nikkei carried a comment by Uenishi Takuya.

    His comment appeared in the Nikkei article "Osaka High Court Overrules District Court, Allows Integration at Kansai Super Market" on page 17 of its morning edition of December 8.

  • 201512

    Toji Yoshihiro has been ranked eighth in the area of the corporate legal affairs in the ranking of the best performing lawyers in 2015 (lawyers' ranking selected by companies) derived from the 11th "Corporate Legal Affairs and Lawyer Survey" conducted by Nikkei Inc.

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