Best Corporate Governance Lawyers in Japan

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Shibasogo Law Offices
Tokyo, Japan

Founded in 2000
50 people in their team
Japanese
English
CorporateGeneral Legal Counsel / Legal Governance, Risk Management, and Compliance / Banking, Finance and Securities / M&ADispute Settlement, Litigation, ADRCivil Legal Practice / Collection of Claim / Real Estate / Traffic Accident / Inheritance / Domestic Affairs / Labor &...
MORRISON FOERSTER
Chiyoda-ku, Japan

Founded in 1883
5,000 people in their team
Japanese
English
Morrison Foerster transforms complexity into advantage. With our collective intelligence, we shape powerful legal strategies that move your business forward while living our shared values.We solve your most critical multidimensional challenges in a way that provides clarity around the risk you are...

Founded in 2009
50 people in their team
Japanese
English
Since registering as a lawyer in 2009, we have received requests from many clients, both individuals and corporations, and have handled a wide range of civil and criminal cases.In particular, in recent years, civil cases involving foreign-related elements (foreign-related domestic relations cases,...

Founded in 2021
50 people in their team
Japanese
English
Tokyo Kokusai Partners Law Office (TKP Law) was established in January 2021 by attorneys and paralegals who have been specialising in foreign and international matters.TKP Law aims to create a tolerant and symbiotic society that is suitable for today’s global society by gathering the wisdom of...
KAYNEX LAW OFFICES
Tokyo, Japan

Founded in 2016
50 people in their team
Japanese
English
Kaynex provides all of its clients with high quality services that are based on our lawyers’ extensive experience at leading domestic and international law firms. In addition to having in place the systems naturally expected of such a law firm, Kaynex is committed to the following in order to...
Iwatagodo Law Offices
Tokyo, Japan

Founded in 1902
50 people in their team
Japanese
English
Iwata Godo Law Office was established in 1902 as a pioneering law firm specializing in corporate law in Japan, and was established in 1902 as the Minister of Justice, member of the House of Peers, chairman of the Japan Federation of Bar Associations, chairman of the Academic Society, etc. , was...
K&L GATES
Tokyo, Japan

Founded in 1946
5,000 people in their team
Japanese
English
The legal market is rapidly changing, and so is the practice of law. It is both science and art. Clients want their law firm to be diligent and meticulous, but they also want it to solve problems with innovation and creativity. At the heart of our ethos is an inclusive and collaborative...
MASUDA & PARTNERS LAW OFFICE
Chiyoda-ku, Japan

Founded in 2008
50 people in their team
Japanese
English
Masuda & Partners Law Office was established in February 2008, led by founding attorney Eiji Masuda. Since that start, our firm has been involved in numerous domestic and international matters, mainly in the areas of corporate legal affairs, business-to-business disputes, and intellectual...
June Advisors Group
Minato, Japan

Founded in 2004
50 people in their team
Japanese
English
Our mission is to help you eliminate the stress and confusion of dealing with immigration and incorporation procedures so that you can stay reassured and concentrate on what you should be focusing on, making your business and life a success in Japan.It's exciting to live and experience different...
Eiwa Law Office
Sapporo, Japan

Founded in 1983
10 people in their team
Japanese
English
Law is the crystallization of humankind's "wisdom." Based in Sapporo, we use our wisdom and years of study to bring about peace.The head attorney, Toshishige Tanaka, has been a lawyer for over 40 years and has handled a wide range of civil, family affairs, and criminal matters.He is particularly...
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About Corporate Governance Law in Japan

Corporate governance refers to the system of rules, practices, and processes by which companies are directed and controlled. In Japan, corporate governance has evolved considerably, especially in recent decades as more attention has been given to transparency, accountability, and the protection of shareholders' interests. Japanese law sets out the responsibilities and structures of company boards and management, and emphasizes the importance of balancing the interests of various stakeholders, including shareholders, employees, and customers. Key reforms, such as the introduction of the Corporate Governance Code, aim to enhance the long-term sustainability and value creation of Japanese businesses.

Why You May Need a Lawyer

Legal advice is invaluable in many corporate governance situations, including:

  • Establishing or restructuring the board of directors in accordance with legal requirements
  • Ensuring compliance with stock exchange rules and regulatory standards
  • Dealing with disputes between shareholders or between shareholders and officers
  • Navigating mergers, acquisitions, or substantial corporate transactions
  • Reviewing internal controls and risk management practices
  • Adopting or revising internal governance policies in line with Japan's Corporate Governance Code
  • Responding to investigations or penalties from regulatory authorities
  • Conducting independent audits and investigations related to corporate conduct
A knowledgeable lawyer helps interpret the complex legal landscape and ensures that companies align their practices with the latest laws and guidelines.

Local Laws Overview

Several Japanese laws and regulations shape corporate governance practices:

  • Companies Act (Kaisha Hou): The foundation for all corporate activities in Japan. It specifies company structures, director and auditor responsibilities, and general meeting protocols.
  • Corporate Governance Code: A set of guidelines issued by the Tokyo Stock Exchange to promote sustainable corporate growth and medium- to long-term company value. Listed companies are expected to comply or explain deviations.
  • Financial Instruments and Exchange Act: Regulates securities offering, financial reporting, and disclosure obligations for listed companies.
  • Stock Exchange Listing Rules: Companies listed on exchanges must adhere to requirements on board composition, disclosure, independence of outside directors, and other governance standards.
  • Relevant guidelines from the Financial Services Agency (FSA) and Ministry of Justice: These guide interpretation and implementation of corporate governance rules.
Japanese corporate governance law also incorporates international best practices, requiring periodic evaluation and adaptation to address evolving expectations.

Frequently Asked Questions

What is the role of the board of directors under Japanese law?

The board of directors oversees company management, sets strategic direction, appoints executives, and supervises risk management and compliance. Japanese law mandates minimum board structures and sometimes requires outside or independent directors.

Are companies in Japan required to have outside or independent directors?

Yes, the Corporate Governance Code encourages listed companies to appoint at least two independent outside directors. The Companies Act also provides frameworks for companies to adopt different governance structures involving committees or auditors.

What is the Corporate Governance Code and who must follow it?

The Corporate Governance Code is a set of principles and best practices for listed companies in Japan, overseen by the Tokyo Stock Exchange. Compliance is not mandatory, but companies must explain any deviations to investors.

How are shareholder rights protected in Japan?

Shareholders hold legal rights to vote, inspect records, and seek remedies against unlawful actions by management. Key rights and procedures are detailed in the Companies Act and enforced by courts and regulatory authorities.

What internal controls are companies expected to maintain?

Japanese companies must establish effective internal control systems covering risk management, compliance programs, accurate financial reporting, and prevention of corporate misconduct.

How have recent reforms impacted Japanese corporate governance?

Recent reforms focus on improving board independence, gender diversity, transparency in executive compensation, and enhanced disclosure practices, aiming to strengthen investor confidence and global competitiveness.

What is the role of statutory auditors (kansayaku)?

Statutory auditors monitor directors' actions for legality, review internal controls, and report violations. In some company structures, audit and supervisory committee members fulfill oversight roles instead.

Can foreign shareholders participate in Japanese corporate governance?

Yes, foreign shareholders generally have the same rights as domestic shareholders, including voting and initiating legal action, subject to procedures set in the corporate charter and applicable law.

What are the penalties for violations of corporate governance laws?

Penalties range from fines and administrative orders to criminal charges, director disqualification, and compensation claims by shareholders. Regulatory authorities or courts enforce these remedies depending on severity.

How can companies stay updated with changes in corporate governance law?

Companies should monitor updates from regulatory authorities, seek legal advice, attend industry seminars, and regularly review internal policies for compliance with new regulations or guidelines.

Additional Resources

If you need more information or guidance on corporate governance in Japan, consider the following resources:

  • Financial Services Agency (FSA): The main regulator for corporate and financial institutions, offering guidelines, news updates, and compliance tools
  • Tokyo Stock Exchange: Publishes the Corporate Governance Code, regulatory policies, and guidance for listed companies
  • Ministry of Justice: Provides access to the Companies Act and related legal materials
  • Japan Institute of Directors: A professional organization supporting director education and corporate governance best practices
  • Local Bar Associations: These provide referrals and information on lawyers experienced in corporate law

Next Steps

If you need legal assistance with corporate governance in Japan, follow these steps:

  • Identify the specifics of your issue, such as board disputes, compliance matters, or shareholder concerns
  • Gather relevant documents, including your company’s articles of incorporation, meeting minutes, and organizational charts
  • Consult a lawyer with expertise in Japanese corporate law to assess your position and outline potential strategies
  • Consider if you need ongoing compliance support or one-time advice for a particular transaction or dispute
  • Stay informed about regulatory developments and consider training for executives or board members in best governance practices
Seeking early legal advice can help you navigate complex rules, avoid potential disputes, and ensure your company operates in line with Japanese law and international standards.

Lawzana helps you find the best lawyers and law firms in Japan through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Corporate Governance, experience, and client feedback. Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters. Get a quote from top-rated law firms in Japan - quickly, securely, and without unnecessary hassle.

Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.