業務内容

General Corporate

Corporate

Iwata Godo has an active and highly regarded corporate practice, and its reputation and wealth of experience have built the firm a portfolio of clients comprising many of Japan's leading financial institutions and companies, including Nikkei 225 companies, across all industry sectors. Clients include large manufacturing and consumer products companies, pharmaceutical companies, electric power companies, companies in banking, finance, insurance, and other service industries, as well as start-ups involved in high technology and a variety of other fields. Iwata Godo’s advice to clients on M&A transactions, regulatory matters and litigation over the years has provided the firm with extensive experience in helping them and their boards of directors and special committees navigate complex transactions and conflicts of interest.

Mergers & Acquisitions

The firm advises public and private companies and private equity firms on all types of M&A transactions, including acquisitions, mergers, corporate splits, demergers and spin-offs, acquisitions of minority interests, share-for-share acquisitions, tender offers, divestitures and joint ventures. Our teams are formed taking into account the size and complexity of the deal, using specialist support or working as part of cross-jurisdictional teams incorporating international “best friends” and associated foreign firms, as necessary.

General Corporate

Iwata Godo advises its corporate clients on a wide range of corporate and securities law matters. The firm handles the corporate procedures of some of Japan's best known public companies. It prepares and monitors their shareholders’ general meetings and regularly advises them on matters requiring corporate authorization, including shareholder approvals under the Companies Act, such as amendment of the articles of incorporation, transactions affecting share capital and the issue of securities (rights issues, public offerings and private placements, convertible bond issues, debt for equity swaps, acquisition of treasury shares, corporate splits and demergers, restructuring and liquidations), the appointment and removal of directors and officers and disposals of material corporate assets. Iwata Godo also provides innovative advice on company law issues to a wide range of privately held companies. The firm represents private companies in many of the same types of transactions engaged in by its public company clients. The firm renders incorporation and general corporate housekeeping services, mainly to overseas clients and their Japanese subsidiaries.

Capital Markets

Iwata Godo regularly advises on complex capital markets issues. It has acted on IPOs of domestic companies and cross-border issuance of bonds by Japanese companies. It routinely advises on continuing obligations under Japanese stock exchange rules and securities laws. The firm handles the preparation and review of periodic filings and regulatory submissions by its listed clients through the electronic filing system for disclosures under the Financial Instruments and Exchange Act (EDINET).

Compliance and Corporate Governance

Corporate governance issues are becoming increasingly complex. Many institutional investors, pension funds and shareholder activists are stepping up their efforts to put pressure on public companies to adopt new governance standards, declare more dividends and make changes to their corporate strategy. The firm provides comprehensive expert advice on governance and best practices and on matters covered by the Financial Instruments and Exchange Act (including “J-SOX”, the Japanese version of the Sarbanes-Oxley Act).

Iwata Godo actively assists clients in their efforts to review and upgrade their internal controls, risk management policies and other important corporate governance functions in order to prevent or combat white collar crimes, including accounting fraud, misuse of company assets, insider trading or breaches of the Personal Information Protection Act. The firm regularly assists corporate clients and their boards on devising and implementing effective governance structures and ensuring compliance with applicable rules, guidelines or codes of conduct. The firm has many years of experience in advising on shareholder and boardroom disputes. It represents clients in investigations by regulators and prosecutors on regulatory and accounting issues, shareholder claims and demands, in relation to breaches of duty of care and directors’ liabilities, and other complex situations. Some of the firm’s attorneys have been seconded to, or have spent part of their careers with, the Japanese Financial Services Agency (“FSA”) and other government agencies, and others have practiced as judges or prosecutors. As a result, Iwata Godo’s regulatory team can efficiently assist clients in responding to investigations and enforcement actions by the FSA and other agencies (such as the Fair Trade Commission), conduct internal reviews and handle any follow-on litigation that may arise.

More generally, the firm deals with corporate, litigation and regulatory issues to assist each client in addressing its particular situation. It has extensive experience in areas such as post-merger integration, ownership and management transitions, executive benefits and compensation, financing transactions and crisis management.

Practice Areas