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 founded by the late attorney Chuzo Iwata, who held important positions in politics, the judiciary, and academia. Since then, our firm has been a legal advisor to many of Japan's leading companies, and has always moved hand in hand with Japan's corporate economy, overcoming the turbulent pre-war and post-war eras to reach today.
During that time, our firm has actively expanded its business fields in response to increasingly specialized and complex corporate activities, and in addition to representing companies in litigation and dispute resolution, we also provide a wide range of general corporate legal services (contract In addition to providing legal advice related to compliance, we also provide legal advice related to financial transactions, competition law, etc. We have accumulated a wealth of experience in fields such as intellectual property/IT law, environmental law, taxation, labor law, and international relations.
Currently, our firm has a large number of lawyers who have experience of studying abroad, training at law firms in Europe and the United States, and being seconded to law firms in the United States and Europe. We have a large number of lawyers who have a thorough understanding of the industry, and through these people, we strive to understand the history, business content, internal organization, corporate culture, industry trends, etc. of the companies and organizations we serve as clients.
We are constantly working to strengthen our systems in order to leverage the specialized knowledge and experience of our diverse lawyers to accurately and quickly find optimal solutions for the complex legal issues our clients face. In this field, in addition to forming a business alliance with Tsujimaru International Patent Office, we will provide more specialized services in collaboration with patent attorney corporation IGIP Iwata Joint International Intellectual Property Office.
Furthermore, in Japan, we first opened a Sapporo office (a subsidiary office of Iwata Godo Law Office) with the aim of providing more locally-based services.
Overseas, we have enlisted the participation of a foreign law attorney (Chinese law attorney) who is a partner at a major Chinese law firm, and a foreign law attorney (French Republic law attorney) with long experience at a major foreign law firm. Membership in TerraLex, a global law firm network, partnership with Jinmao Law Office in Shanghai and DS-Avocats in France, leading law firms in various countries and regions, mainly in ASEAN countries including Thailand. We build a global network through information exchange and personnel exchanges with our offices, and the dispatch of affiliated lawyers to organizations such as HKIAC in Hong Kong and SIAC in Singapore, and provide a one-stop service from clients' daily legal issues to overseas expansion. We have a system in place to support us and will continue to meet the demands of domestic and international clients.
*Iwata Godo Law Office and Iwata Godo Law Office (main office: affiliated with the Dai-ichi Tokyo Bar Association, subsidiary office (Sapporo office): affiliated with the Sapporo Bar Association) are conducting a joint business. On this website, both offices are collectively referred to as "Iwata Godo Law Office."
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.
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.
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.
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).
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.
Services related to resolution of controversies and disputes through litigation, mediation, arbitration and conciliation constitute one of the most important practice areas of Iwata Godo in which we have been traditionally offering our services.
We have a strong tradition of representing listed companies including financial institutions, manufacturing companies, electric power companies and other industrial companies. We have represented our clients in air pollution and other types of pollution litigation, a fire in an industrial complex, an airplane crash, various large-scale actions for damages caused by defects in products, a lawsuit seeking an injunction against the operation of a nuclear power plant, and various large-scale environmental lawsuits. We also regularly represent insurance companies and other financial institutions in civil cases.
We have represented corporate defendants in large-scale lawsuits where the number of plaintiffs reached several thousand, successfully resolving these cases. We also have experience in dealing with such new types of litigation as class actions and citizens’ lawsuits against municipal authorities alleging bid-rigging. Further, the attorneys of Iwata Godo regularly represent clients in complex cases that require highly specialized knowledge and expertise, such as shareholders’ litigation, litigation concerning management and employment, product liability litigation, administrative litigation (including administrative appellate procedures), litigation concerning the Antitrust Laws and litigation related to intellectual property.
In addition to our work in litigation, we also offer alternative dispute resolution services such as mediation and arbitration that are increasingly utilized these days since the establishment of financial ADR systems.
Also in the area of international dispute resolution, Iwata Godo has been involved in an international commercial arbitration and has experience in dealing with many cases in litigation and arbitration filed abroad, including collaboration with foreign law firms and our member attorneys practicing foreign law. Through these cases we have accumulated experience and know-how to settle international disputes as swiftly as possible by such means as filing litigation in parallel in Japan if the case so requires.
Iwata Godo offers, in addition to the services described in the section regarding compliance, legal advice to handle corporate scandals and disputes with issues of management responsibility.
In such cases, we conducted factual investigations on behalf of corporate clients and provided comprehensive advice and representation on numerous matters that required careful consideration, including cooperation with the investigating authorities, reporting to supervisory authorities and the stock exchange, responding to the media, judgements on the necessity and timing of disclosure, and corrective measures to prevent recurrence. We assist our clients to resolve such matters effectively and appropriately.
Iwata Godo is also able to advise clients on the establishment and management of third party committees. For example, we have recently conducted investigations and proposed corrective actions to prevent recurrence in cases of false reports, fraudulent transactions, and other fraud involving large sums of money, as well as false labelling of food products. Also in areas related to the Antimonopoly Act, we have conducted due diligence in order to determine whether cartel activities had taken place. Through such services, the attorneys of Iwata Godo have assisted corporate clients to manage through crisis situations.
With respect to patents, utility models, designs, trademarks and other intellectual property, the attorneys of Iwata Godo are experienced in dealing with such procedures as litigation and provisional injunctions against infringements, litigation with regard to employee invention, trials for invalidation of IP rights and actions seeking rescission of trial decisions and rulings. Recently, in cooperation with a foreign local law firm, we assisted a client in a patent infringement lawsuit in a foreign country in its efforts to resolve the dispute.
We also advise and assist in the drafting and negotiation of contracts in transactions related to intellectual property, such as joint research and development projects and licence agreements. In addition, we advise on copyright issues for clients in businesses in which appropriate settlement of copyrights is of significant importance, including distribution of movies, music and e-books.
We provide IP-related services to clients in many industries, including precision machinery, electronic equipment, energy, IT, and various entertainment businesses, including publishing and character design. In our IP practice, we collaborate closely with patent attorneys and are well prepared to deal with cases in which specialized technical knowledge is required.
Rapid expansion of the use and application of information technology (IT) in recent years has made it essential in corporate business activities, and the surrounding legal environment is gradually changing as well.
Iwata Godo offers legal advice on IT related issues relevant to the business practice of the client, leveraging our expertise and technical knowledge of IT. We also advise on IT-related contracts such as system development contracts and such IT related laws as the Telecommunications Business Law and the Provider Liability Law, and represent clients in litigation and other procedures if and when disputes arise.
Iwata Godo provides corporations that need rehabilitation of their business with advice and proposals on rehabilitation measures. When statutory procedures such as corporate reorganization or civil rehabilitation are required, we represent our clients in such proceedings. In recent years, we have represented listed companies in corporate reorganization as well as civil rehabilitation procedures. We are also very experienced in pre-packaged business rehabilitation cases that utilize means such as business assignment, corporate separation, so-called DIP finance, and debt-equity swaps. Further, we have experience in all sorts of insolvency-related procedures, including bankruptcy and special liquidation, as well as acting as trustees and standing representative in various procedures.
Iwata Godo also advises a large number of financial institutions, and therefore often advises and represents creditors in insolvency cases. Legal services we offer to protect creditors’ interests include all sorts of prompt and flexible measures covering all areas of debt collection, including (i) negotiation with the debtor and preservation measures preceding bankruptcy proceedings, (ii) filing for bankruptcy on behalf of the creditor, (iii) filing of petition for bankruptcy claim assessment and (iv) negotiation and cooperation with bankruptcy trustees and supervisors in the course of bankruptcy proceedings. In business rehabilitations, we are increasingly involved in the development and review of rehabilitation schemes that utilize such means as the Guidelines for Out-of-Court Workouts, the Turnaround ADR and the Enterprise Turnaround Initiative Corporation, mainly on behalf of financial institutions.
Iwata Godo is highly experienced in labour law, including (i) regularly advising on internal rules and compliance with employment-related laws and regulations, including recruitment, tentative job offers, HR matters such as reassignment and secondment of employees, overtime work, disciplinary measures and labour unions, (ii) handling legal issues arising in the course of corporate restructuring (e.g., handling of labour unions, reduction in workforce, succession of labour contracts, unification of labour conditions) and (iii) conducting labour-related due diligence to assess risk on issues such as unpaid overtime, disguised contract labour, and nominal management positions.
We further offer a wide range of legal services, drawing upon our experience in litigation and expertise in dispute resolution, including (i) representation of employers in mediation, labour tribunals and litigation, (ii) advising employers on internal disciplinary actions and measures to prevent recurrence in employee fraud cases, and (iii) representation of employers, if necessary, in litigation to seek damages from employees in fraud cases.
Recently, we have seen a significant increase in the number of cases where we advise and represent employers on matters of public concern (e.g., cancellation of tentative job offers, refusal to extend or renew contracts with contingent workers, early retirement programs, sexual harassment, power harassment, work-related injuries and health issues, including karoshi (death caused by overwork) and mental disorders) and litigation by employees seeking damages on such matters. Such advice may include the handling of labour union reactions on these issues, if necessary. We further offer legal services on the labour issues specific to non-profit corporations, including educational corporations.
In our real estate practice, we offer such services as (i) comprehensive legal advice concerning large-scale urban redevelopment projects, land readjustment projects and subleasing businesses and (ii) advice on real estate related laws and regulations such as the Building Lots and Buildings Transaction Business Act, the City Planning Act and the Building Standards Act. We also assist in negotiating and drafting contracts in real estate transactions involving unit/sectional ownership interests in buildings and co-ownership interests, in addition to sales and leases involving simple ownership.
Bringing out the best in our expertise in finance-related practice, we further advise on new issues in real estate business today, where traditional practices related to real estate business and finance respectively are rapidly and increasingly merging. For example, in real estate transactions involving beneficial interests in a trust, such finance-related legislation as the Trust Act, the Trust Business Act and the Financial Instruments and Exchange Act need to be examined.
In cooperation with tax consultants, we also advise on real estate transactions for which tax issues are taken into consideration, proposing, for example, not only the usual form of sales of real estate but also utilization of M&A structures that have certain merit for the assignor.
In addition, Iwata Godo advises on environmental laws and regulations related to real estate such as regulations on soil contamination, waste disposal, and hazardous materials such as asbestos and PCB, and represents clients in many lawsuits and other procedures in litigation and arbitration related to real estate transactions, including leasing of large-scale apartment buildings, providing assistance in dispute resolution.
