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.

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.

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.