Yamamoto Shibasaki Law Office

山本柴崎法律事務所

Corporate Services

Intellectual property

The necessity of intellectual property rights continues to increase in keeping with recent advances in technology, and it is no longer possible to avoid in daily transactions.

Regarding new applications, we can support domestic and overseas applications focusing on trademark registrations (Madrid System applications and local applications with local representatives in various countries). We also work for handling many disputes relating to trademarks, copyrights, design rights, and unfair competition law as a publisher and advertising firm, as well as having experience in patent rights infringement cases for system patents, etc.

When starting a new business, we recommend consulting with us regarding intellectual property rights.

■ Past achievements

・Warnings, provisional disposition proceedings, injunction and damage suits regarding damage arising from patent rights, design rights, trademark rights, copyrights.

・Handling of claims relating to patents, etc. such as patent invalidation claims and professional inventions

・New trademark registration applications (domestic and international)

・Responding to notice for reasons for refusal, objections, and various judgment requests

・Legal advice

・Pre-application surveys, renewals, transfers, deletions, and other registration procedures

Corporate Law

Our offices handle a broad range of legal issues and troubles arising from corporations and individuals.

Laws which focus on corporate law are the Corporations Act, but as the society of advanced information expands and awareness of rights increases, the environment surrounding corporations is becoming stricter (the terms corporate governance and compliance have already become so common they could be called daily terms rather than legal terms.), and the needs which companies require of lawyers are also diversifying.

Our offices provide not only simple legal knowledge from the point of view of long-term sound development of companies, we also strive to provide comprehensive legal services based on our experience as lawyers.

In terms of the fields we cover, we mainly handle corporate governance, corporate compliance, internal reporting, company management rights, IPOs, M&As and restructuring, stock transfers, business accession, preparation, hosting, and management of general stockholder meetings, general stockholder meetings, board of directors resolutions, corporate scandals, shareholder lawsuits, shareholder name registries, and a broad range of procedures such as corporate training, advice, negotiations, lawsuits, conservation, and commercial non-litigation, to respond to the diverse needs of our clients from small-to-mid-sized companies to industry leaders.

We also appoint external directors and auditors for listed companies or companies aiming to be listed, or appoint third-party external committees, etc. to supervise and observe companies in order to help broadly plan their management and deepen our knowledge and experience to be able to provide suitable legal services.

■ Past achievements

・Corporate training relating to company administration and disputes

・Advice, negotiations, and litigation relating to company administration and disputes

・Commercial affairs provisional measures, commercial affairs non-litigation

・General shareholder meetings of listed companies and major companies

・Internal reporting contact points

・Appointing of external directors and external auditors

・Appointing third-party committee external members

Antitrust Act related matters

Under the principles of private autonomy and freedom of contract, we establish the fundamental terms and conditions of parties to contracts with the agreement and volition of contract parties. However, there are cases where free agreement will distort fair competition and the antitrust laws of Japan and other countries are established to prevent this (competition laws). The issues of whether the conditions a company demands from a transaction partner or the details of an agreement with a business partner violate antitrust acts or Act against Delay in Payment of Subcontract Proceeds, Etc. to Subcontractors which is a compliment regulation of the said acts, and whether the transaction conditions can be rejected by the partner (especially if the partner is a small-to-medium size company) as violations of said laws are very important from the point of view of competition laws. Also, as announced in the “investigative committee regarding human resources and competition policies” report on February 15, 2018, an awareness of competition laws is also important when dealing with obtaining labor through freelance contracts and subcontractors.

Our offices provide consultations regarding competition laws and propriety for large-scale companies and small-to-medium sized companies. In recent years antitrust laws and legislative amendments have also been catching up, and we provide appropriate legal advice with our clients.

■ Past achievements

・Reviews of contracts relating to competition laws

・Investigations of issues in competition laws with transaction schemes

・Reports to Fair Trade Commission (to comply with the article 45 of the Antitrust Act 45)

Human resources and labor

Hiring of employees is essential for managers for business expansion. However, when labor management failures occur, there are damages and claims that can shake the foundation of management, and sometimes situations may occur when multiple trials must be faced simultaneously. It is therefore vital for managers to pay attention to human resources and labor, and take advice when problems do arise.

We have executed agreements as consultants with dozens of companies, providing wide-ranging legal services as representatives on the employee’s side.

■ Past achievements

・Advice regarding daily human resources and labor issues

・Creation/revision of work regulations and employment contracts

・Response to labor trials and lawsuits

・Response to union negotiations

・Response to unpaid overtime work

・Response to on-site inspections for labor issues and by Labor Standards Inspection Offices

・Implementation of various harassment training, etc.

Insurance

Insurance systems play a vital role in avoiding risk in the daily lives of individuals and the business activities of companies.

Our office possesses non-life insurance carriers as our clients and has abundant experience successfully handling various matters such as highly specialized advice regarding insurance law, insurance business law, and insurance clause, and drafting of written opinions, handling of disputes and a broad range of other matters. Please feel free to contact us with matters regarding insurance claims, claims for damages, moral risk issues, etc.

■ Past achievements

・Advice and support regarding various insurance claim matters (negotiations, arbitration, Alternative Dispute Resolution, litigation)

・Advice and support regarding moral risk matters

・Drafting of various opinion documents

Lawsuit/Provisional remedies

Our offices place high importance on preventing trouble and resolving trouble after it occurs (litigation, preservation, negotiations, etc.).

Preventing trouble and resolving trouble after it occurs, are both vital to company management, and they are also vital to the law offices who handle these matters.

Litigation and preservation procedures require very advanced knowledge and abundant experience, but knowledge and experience regarding trial and preservation procedures are also important for appropriately preventing trouble. It is the same way that both preventing and curing (appropriate diagnoses and measures) are vital to a physician.

Of course, conversely, if one does not take appropriate measures in response to trouble when it occurs, it is not possible to resolve trials and preservation in an advantageous manner.

Furthermore, in order to advantageously resolve litigation and preservation, it is necessary to cooperate with  non-legal  professionals (doctor, dentistry, real estate agency, architecture, system engineer, etc.), related  legal experts (certified public accountants, tax counselors, patent agents, scriveners, notary publics), research agencies, and other expert companies.  Our firm works every day to maintain such status and relationships.

■ Past achievements

・General civil affairs (real estate, leasing land and houses, trade, damages, loans, contracting, trusts, etc.)

・Bankruptcies, M&A-related matters

・Labor law-related matters (dismissal, termination of employment, wages, industrial accident, personnel dispatch, etc.)

・Corporate law, financial instruments and exchange law

・Franchise agreement-related matters

・Intellectual property-related matters (patent rights, trademarks and service marks, design rights, copyrights, etc.)

Credit recovery

When speaking of credit recovery, there are a variety of possible types of “credit” that can be subject to recovery.

Normally it refers to loans (return of loans or over-payments), but there are many other types of credit such as trade charges, contract payments, consignment fees, rent, security deposits, bond payments, deposits, royalties or license fees of intellectual property rights , damages, and wages.

At our firm we have a fully-prepared system to handle these various types of credit recovery (negotiations, ADR, arbitration, litigation, preservation, execution of security interests, forced execution, etc.) with the specialized knowledge, experience, and day-to-day successes to back it up. For example, we had a case that we succeeded to recover almost 100% credit by execution of statutory liens on the sale of goods from a company which was about to undergo bankruptcy.

We also provide advice at the contract stage regarding important contract points, contract stipulations, security interests and guarantors, the need for notarized documents, etc. to avoid nonpayment of claims.

■ Past achievements

・Drafting of contracts and notarized documents, etc.

・Negotiations, ADR, arbitration, litigation, preservation, execution of collateral rights, forced execution, etc.

・Claims for return of overpayment

Damages

When operating a business there will always be trouble, and issues of damages cannot be avoided. As society and finance become more advanced, issues of damages also become more complicated day by day.

Our firm has major non-life insurance companies as clients, and also possesses an abundant success record of handling compensation for damages issues (mainly from the side of the company being charged for damages). We listen to clients carefully and provide them the best advice considering the specific details of each case.

Of course, in order to recover the damages actually incurred in a transaction, we also handle cases of proactively seeking compensation for damages, so feel free to consult with us.

■ Past achievements

・Industrial accidents

・Accidents at various facilities (various shops, nursing facilities, leisure facilities, schools, etc.)

・Sports accidents

・Water leak accidents

・Fire accidents

・Product liability (PL)

Bankruptcy processing

Our firm starts by investigating corporate regeneration for companies, businesses, and representatives in predicaments (civil rehabilitation, ADR, special conciliation, etc.)

And if bankruptcy is the only option, we proceed promptly with the proper bankruptcy procedures (insolvency, special liquidation, voluntary liquidation, special conciliation, etc.).

Bankruptcy procedures require specialized knowledge and experience, and our firm has handled many bankruptcy applications and administration of property in the past as a bankruptcy trustee.

We execute our work properly and promptly using the abundant knowledge and experience we have acquired by handling such cases.

■ Past achievements

・Application for determination of start of bankruptcy procedures

・Application for determination of start of special liquidation procedures

・Application for determination of start of civil rehabilitation procedures

・Voluntary liquidation

・Application for special conciliation

Contracts (domestic/Cross boarder)

In addition to the drafting of various domestic and international contracts, legal checks, and translations (English-to-Japanese and Japanese-to-English), we also provide legal support for all situations which arise between the parties such as contract negotiations and settling of disputes. We can discover contract risks and use the proper risk recovery to prevent future disputes and smoothly resolve disputes when they occur.

■ Past achievements

Sales contracts, rental contracts, business outsourcing contracts, contract agreements, engagement contracts, cash expenditure loan contracts, labor contracts, basic transaction contracts, software development contracts, contracts between stockholders, stock transfer contracts, business transfer contracts, investment contracts, business partnership contracts, licensing contracts, mediation contracts, and many others

Fraud investigation/Compliance

With increased awareness regarding compliance (adherence to the law), compliance issues occurring in company administration and mistakes in their handling of them have become a major issue facing companies. When compliance issues arise, performing surveys and investigations with a lawyer acting as a neutral third party has become the standard method for a company to clear its name, and our firm has successfully handled many such cases of fraud investigation.

We also provide support for various kinds of company training regarding compliance with revised and new laws relating to harassment and the handling of personal information, etc. to prevent compliance issues from occurring.

■ Past achievements

・Fraud investigation of companies including those listed on the First Section of the Tokyo Stock Exchange and educational institutions, organization of and appointing members to third party committees

・Employee training on various types of harassment

・Employee training regarding compliance with revised and new laws, e.g., significant revision of civil code.

・Management training regarding corporate reorganization, governance, etc.

Protection of Personal Information

The protection of personal information is a field with many continuously established laws and rules on the protection and use of information with frequent revisions. For many companies, the use of personal information is a major issue, but in order to utilize personal information, it is essential adhere to laws and regulations regarding its use.

At our firm, we provide reliable legal services for personal information use scenarios, privacy infringement and accidents occurring with the use of personal information, etc.

■ Past achievements

・Drafting of personal information protection and handling policies and regulations

・Drafting of advice and written opinions regarding the protection of personal information

・Advice regarding cases of privacy infringement due to leaks of personal information

・Advice and drafting of regulations relating to My Number law compliance

M&A

Corporate restructuring/M&As in the form of mergers, company splits, stock transfers/exchanges, and purchases by stock acquisition are important techniques in the activation, rationalization, and restructuring of operations, and it can be said that this importance is increasing. At the same time, proper due diligence in the operation, judicial affairs, financial affairs, taxation, and accountancy of such businesses, as well as the drafting of contracts, closing preparations, and other matters that must be considered are wide-ranging, and each of them involve complicated work requiring broad knowledge and experience in judicial affairs to handle them.

Our firm has been involved in many M&As in the past, and we use the experience and know-how we have acquired to provide advice on due diligence and the structures of legal schemes, as well as prompt help with the executing of contracts and related documents and contract negotiations.

■ Past achievements

・Legal due diligence support

・Scheme structures of corporate restructuring (mergers and company splits)

・Support for execution and negotiation of contracts and related documents in M&As and corporate restructuring

Taxation

Company business and taxation go hand in hand. You need support with an awareness of the taxation pros and cons when examining contract conditions as well. In today’s globalized world, transactions require knowledge of the taxability of licensing fees and remuneration payments, including overseas tax laws and treaties.

Our firm not only provides legal advice for domestic and international tax issues, we have relationships with external tax counselors, etc. as well.

■ Past achievements

・Examination of taxation issues in domestic and international transaction schemes

Real estate transactions and registrations

There is no end to the troubles that come with real estate transactions such as buying, selling, and leasing of the real estate. By enlisting the help of a specialist attorney from the contract stage, many of these real estate transaction troubles can be prevented. An attorney can also be effective in negotiations regarding matters such as returning properties to their original state and other management and related troubles.

Our firm provides comprehensive support for real estate transactions and resolving disputes. Our firm’s attorneys can also provide one-stop service in real estate registration transactions.

■ Past achievements

・Real estate rights-related surveys, boundary surveys in collaboration with land and building surveyors

・Proxy negotiations regarding sale, rental, etc.

・Drafting or review of real estate sale contracts, rental contracts, disclosure statements, etc.

・Execution of provisional disposition prohibiting disposition of a building, security deposit return claim lawsuits, ownership transfer procedure lawsuits, and other various litigation and arbitration as well as ADR procedures

・Comprehensive real estate procedures including ownership transfer registration, mortgage erasure registration, and address change registration

Commercial registration

The corporate management and commercial registration procedures of a corporation, etc., are directly related. At our firm we provide comprehensive support from advice on various corporate law procedures relating to commercial registration matters to the drafting of various proceedings and ancillary documents required for commercial registration and the registration application procedure. Our firm has abundant experience successfully handling the commercial registration procedures of Japanese corporations of foreign-capital enterprises, so please feel free to consult with us regarding the drafting of various document such as shareholder meeting minutes and board of directors’ meeting minutes in English.

■ Past achievements

・Various corporation establishment registration proceedings and drafting of articles of association

・Drafting of various document such as shareholder meeting minutes and board of directors' meeting minutes (Japanese and English)

・Executive re-appointment registration procedures by proxy

・Advice regarding increase or decrease of capital and registration procedures by proxy

・Advice regarding organizational changes and registration procedures by proxy