Iwata Godo has an active and highly regarded corporate practice and its reputation and wealth of experience has 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, 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. Transactional teams suit 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.
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 advise them on matters requiring corporate authorization including by way of shareholder approval under the Companies Act of Japan, such as, for instance, alteration 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 company incorporation services and general corporate housekeeping services, mainly to overseas clients and their local subsidiaries.
Iwata Godo regularly advises on complex capital markets issues. The firm has assisted a number of Japanese listed clients in adopting defense mechanisms against hostile takeover bids. It has acted on IPOs of domestic 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 disclosure of documents under the Financial Instruments and Exchange Law of Japan (“EDINET” (Electronic Disclosure for Investors' NETwork) system))].
Compliance and Corporate Governance
Corporate governance issues are become increasingly complex from the days of the corporate racketeers who were threatening to disrupt the orderly proceedings of the shareholders’ meetings of listed companies. 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 Law (known as “J-SOX”, the Japan version of the Sarbanes-Oxley Act).
Iwata Godo is actively engaged in assisting its 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, misuses of company assets, insider trading or breaches of the Personal Information Protection Act. The firm regularly assists its 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. A number 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 Ministries, others have practiced as judges or prosecutors. As a result, Iwata Godo’s skilled and experienced regulatory team can efficiently assist its clients in responding to investigations and enforcement actions by the FSA and other enforcement agencies (such as the Fair Trade Commission), conduct internal reviews and handle any litigation that may arise.
More generally, the firm deals with corporate, litigation and regulatory issues to assist each client in addressing its particular issues. It has extensive experience in areas such as post-merger integration, ownership and management transitions, executive benefits and compensation, financing transactions and crisis management.
Company Law Publications
Drawing on its attorneys’ wealth of experience and expertise in company law, the firm regularly publishes company law books and contributes articles to various magazines and law journals, including “Shoji Homu” (Business Legal Services), one of the most authoritative Japanese business law magazines.
Publications Related to General Corporate Legal Services
Fukuchi Takumi's commentary titled "With Respect to the Proposal for the Election of Directors who are Audit and Supervisory Committee Members, the Proposal of the Company by the Request of Audit and Supervisory Committee Members Conflicts with the Proposal of the Activist, --Ordinary General Meeting of Shareholders Hosted by TENMA Corporation as of June 29, 2021” is available on the Shoji Homu Portal Site.
- FUKUCHI Takumi
Matsuhashi Sho's commentary titled "LIXIL Provided the Supplementary Explanation Regarding the Proposal for Partial Amendment to Articles of Incorporation to Enable a Virtual-Only Type of General Meeting of Shareholders." is available on the Shoji Homu Portal Site.
- MATSUHASHI Sho
Maruyama Shinji's commentary titled "The Board of Directors' Resolution Opposing the Shareholder Proposals (NS Solutions Corporation)" is available on the Shoji Homu Portal Site.
- MARUYAMA Shinji
Uenishi Takuya's commentary titled "Tokyo Stock Exchange Publicizes Trends of Ordinary General Meeting of Shareholders Held by the Companies of which Fiscal Year Ending March 2021." is available on the Shoji Homu Portal Site.
- UENISHI Takuya
Lectures, Seminars and Conferences Related to General Corporate Legal Services
Ito Hiroki delivered a lecture titled "Outline of the Revision of the Companies Act and the Foreign Exchange and Foreign Trade Act, and Virtual Shareholders' Meetings" at "IR Seminar" that was hosted by Mizuho Trust & Banking Co., Ltd. and Japan Investor Relations and Investor Support, Inc. (Tokyo venue: 4th-floor hall of Otemachi Sankei Plaza, Osaka venue: seminar room of the Osaka branch of Mizuho Trust & Banking Co., Ltd.)
Speaker： ITO Hiroki
Toji Yoshihiro delivered a lecture titled "Practical Lecture on Accounting Laws for General Administration Personnel" at a conference room on the 3rd floor of Shoji Houmu.
Speaker： TOJI Yoshihiro
Okushi Kenichi delivered a lecture titled "Amended Law of Obligations and Important Points of Building Master Lease Contracts and Dispute Resolution in Real Property Finance" at a seminar room of Financial Management Forums, Inc.
Speaker： OKUSHI Kenichi
Toji Yoshihiro delivered the 5th lecture of the series "Basic Legal Knowledge for Legal Personnel [regarding Japan]" hosted by the Association of Corporate Legal Departments titled "Responding to Civil Disputes/Civil Suits" at sola city Conference Center.
Speaker： TOJI Yoshihiro
Motomura Takeshi and Yoshihara Tomomichi delivered a lecture titled " Commentary on the Highlights of the Latest Important Commercial Judicial Precedent - the Utilization Method of the Court Cases which Legal Personnel should Grasp" at the sola city hall of sola city Conference Center.
News Related to General Corporate Legal Services
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.
Yoshihara Tomomichi, Okushi Kenichi represented board members in a case at the Tokyo District Court and its commentary article on the judicial decision made on February 22 2013 (with respect to claim for damages under Financial Instruments and Exchange Act against board members of an issuing company that made a misstatement in securities report, the decision granted exemption from obligation for a part of board members as they exerted “due care” in Article 21, Paragraph 2, Item 1 of the said Act) appeared in Kinyu Homu Jijo Vol. 1976.
Article introducing 'A Manual for People in Charge of Legal Work on How to Respond to Civil Suits- Revised Edition' (written and edited by Toji Yoshihiro) appears in "Book Guide for Legal Work 2015" Business Law Journal No. 83.
The Justice Ministry's Legislative Council Corporate Law Subcommittee made the "Draft guidelines regarding the revision of the Corporate Law system." With respect to rules of outside directors, an additional resolution is provided, which underlines a necessity of having a rule that listed companies shall strive to secure one or more independent auditors serves as director, under the rules of the financial instruments exchange, in addition to what prescribed in the draft guidelines.
The publication authored by Toji Yoshihiro, "Re-learning of civil law (contract) for personnel in Legal Affairs Section" receives high evaluation in BUSINESS LAW JOURNAL Vol.47.
- Dispute Resolution and
- Economic Law and
the Competition Law
- Intellectual Property Law and Information Technology Law
- Bankruptcy Law and
Corporate Reorganization/ Rehabilitation
- Labour Law
- Environmental Law and
Large-Scale Environmental Litigation