corporate advisor

Corporate Clients

CORPORATE LEGAL AFFAIRS

CORPORATE ADVISOR

The role of legal counsel is to address the legal issues that companies face on a daily basis.
Advice is to be provided.
The position is responsible for a wide range of legal work, including drafting contracts,
assessing legal risks, and providing support on labor law and intellectual property rights.

The advantage of having a legal advisor is the ability to take prompt legal action.
Companies can respond quickly when unexpected problems arise and also avoid risks in advance,
Prevent lawsuits and problems before they happen.
Also, by receiving legal advice on a regular basis,
It will also strengthen corporate governance and compliance.
Please feel free to contact us first.

Corporate Advisor

CORPORATE ADVISOR

For companies considering corporate advisory services

First, let's go over the meaning and advantages of having a legal advisor in a company.
From contract checks to the resolution of various disputes, such as labor issues,
This includes a wide range of activities, such as ensuring compliance on a daily basis.
Please feel free to contact us first.

The following is a summary of the benefits
of having a corporate advisor.

1Prevention and prompt response to contract problems

1
Most frequently consulted cases
- Disputes due to ambiguous clauses in contracts with business partners
- Non-payment, late delivery, and other contract default problems
- Unilateral contract modification or extortion of unfavorable terms and conditions
2
Benefits to the company from the advisory contract
- Conduct legal checks of contracts in advance to eliminate risky clauses
- Minimize damages by being able to negotiate and respond immediately when problems occur
- Strategize in advance to negotiate a favorable contract for your company
3
Deterrent Factors
- Involvement of lawyers when drafting contracts also discourages suppliers from easy violations
- Legal basis to take action against the other party with the advice of an attorney

2Prevention and handling of labor problems

1
Most frequently consulted cases
- Disputes with employees over unpaid overtime and dismissals
- Power harassment, sexual harassment, and other harassment issues
- Administrative guidance and lawsuits due to violation of the Labor Standards Law
2
Benefits to the company from the advisory contract
- Ensure proper labor contracts and work rules to prevent problems before they occur
- Able to respond quickly and appropriately when problems arise
- Able to conduct harassment training and set up an in-house consultation service in cooperation with lawyers
3
Deterrent Factors
- The involvement of a lawyer makes it harder for the employee to make claims that have no legal basis
- Appropriate internal rules can be formulated before problems occur, leading to an improved working environment

3Reduction of claims and litigation risk

1
Most frequently consulted cases
- Complaints from customers and suppliers flared up on social networking sites
- Compensation claims and litigation problems for products and services
- Decrease in brand value due to defamation and spread of false information
2
Benefits to the company from the advisory contract
- Work with attorneys to develop a claims handling manual and train employees
- Legal complaints are handled firmly and unjustified demands are prevented
- Prompt legal action can be taken against libel and slander
3
Deterrent Factors
- Prevent unreasonable demands by indicating the existence of a "lawyer-supervised claims handling policy
- Correctly disseminate information based on legal knowledge and reduce the risk of social networking flame wars

4Protection of trade secrets and know-how

1
Most frequently consulted cases
- A retired employee took trade secrets to a competitor
- In-house know-how has leaked out and competitiveness has declined
- Confidential information was disclosed to an outside business partner, but the contract was not sufficient and the information was leaked
2
Benefits to the company from the advisory contract
- Strengthening the management system for trade secrets to prevent leakage
- Reduce the risk of information leaks by optimizing non-disclosure agreements (NDAs)
- Clarify non-compete obligations of retirees to maintain competitive advantage
3
Deterrent Factors
- Ensure proper contracts and legally prevent information leaks
- Thoroughly enforce rules for managing confidential information to deter its removal
4
Preparation Methods
- Documented confidential information management rules and conducted in-house training
- Scrutinize and sign NDAs (Non-Disclosure Agreements) with attorneys
- Properly formulated non-compete agreements with retirees

5Preventing Intellectual Property and Compliance Violations

1
Most frequently consulted cases
- Trademark and patent infringement by competitors
- Claim for damages for copyright violation
- Risk of violation of antitrust laws and subcontracting laws
2
Benefits to the company from the advisory contract
- Prevent infringement of intellectual property rights by establishing an intellectual property management system
- Properly draft license and usage agreement
- Ability to keep up to date with changes in industry laws and regulations and ensure compliance with laws and regulations
3
Deterrent Factors
- With lawyers involved, competitors are less likely to easily infringe on intellectual property rights
- Improved internal compliance awareness and reduced risk of noncompliance

6Facilitation of financing, M&A and business restructuring

1
Most frequently consulted cases
- Risk management related to investment contracts and financing for new business
- M&Later problems due to lack of due diligence during M&A
- Inadequate legal procedures during business transfers and reorganizations
2
Benefits to the company from the advisory contract
- Check investment and financing agreements with attorneys to reduce risk
- M&Identify acquisition risks in advance and prepare countermeasures during M&A negotiations
- Prevent problems with employees and business partners during reorganization
3
Deterrent Factors
- Involvement of an attorney can help you avoid entering into an unfavorable contract
- M&Reduced negotiating leverage by having legal backup for M&A negotiating partners

7Response to the General Meeting of Shareholders

1
Most frequently consulted cases
- Consultation on the legality of proposals for shareholders' meetings
- Advice on the operation of shareholders' meetings
- Advice on voting rights at shareholders' meetings
2
Benefits to the company from the advisory contract
- Preventive measures are taken to ensure that illegal votes are not passed at shareholders' meetings
- Reduced risk of shareholder complaints and litigation
- Take prompt legal action in the event of unforeseen problems related to the holding of shareholder meetings
3
Deterrent Factors
- The governance structure of the company is strengthened by demonstrating to shareholders and outside investors that the resolutions of the shareholders' meeting are legally appropriate
- Increases corporate compliance awareness and improves public trust

8Correspondence to the Board of Directors

1
Most frequently consulted cases
- Operation of board meetings and preparation of minutes
- Confirmation of directors' legal responsibilities and conflict of interest transactions
- Legal advice for critical decisions
2
Benefits to the company from the advisory contract
- Prompt legal checks
  ・Able to check routine legal questions and internal documents in advance
  ・Respond immediately to urgent matters (e.g., whistle-blowing, shareholder relations, etc)
- Compliance Enhancement
  ・Ongoing advice on the establishment and operation of legal compliance systems
  ・Prevent illegitimate decisions before they happen
- Reduce the risk of litigation, including breach of duty of care, by making decisions "after obtaining expert advice" from directors
- Presence as an "outside advisor" who understands the inner workings of the company by building a relationship of trust and ongoing involvement with management
- Cost-effectiveness; in many cases, advisory contracts are more cost-clear and less expensive than project-based requests
3
Deterrent Factors
- Deterrence of internal fraud and inappropriate behavior; "environment in which employees can consult with lawyers at any time" to tighten the awareness of employees and directors
- Symbol of strengthened governance; recognized outside the company as a company with a solid legal system
- Careful decision-making by directors and management, and the presence of legal counsel curbs emotional and opaque decision-making
- Psychological effect on shareholders and employees; a sense of security/warning that "legal experts are watching" as a check against conflicts of interest and illegal activities

9Responding to shareholder problems (Control)

1
Most frequently consulted cases
- Response to Exercise of Rights by Minority Shareholders
  ・Notice and response to shareholder lawsuits
  ・Legal response to requests for inspection of accounting books and shareholder registry
  ・Prevention of management intervention through stock acquisition rights, class shares, etc
- Hostile Shareholder/Activist Response
  ・Handling of concentrated acquisition of shares (white knight, poison pill, etc)
  ・Advice on IR and disclosure
  ・Legal support to ensure confidence in management
- Shareholder disputes in unlisted companies
  ・Handling conflicts between owner families, restrictions on transfer of shares and requests for purchase of shares
  ・Advice on the development and review of articles of incorporation and shareholder agreements
- Issues related to stock purchase and valuation
  ・Responding to requests to purchase shares from retired directors, heirs, etc
  ・Opinion on the basis and appropriateness of the stock price calculation
2
Benefits to the company from the advisory contract
- Early detection of problems and resolution at the spark stage
  ・Able to consult and respond to shareholders as soon as they
  become uncomfortable with their behavior
  ・We can take appropriate action before it becomes serious.
- Stabilization of shareholder meeting operations
  ・Eliminate legal risks by checking notices of convocation and agenda items in advance
  ・Support can also be provided for response manuals, Q&A, etc. on the day of the event
- Immediacy of emergency response
  ・Lawyers who understand the actual situation of the company can immediately respond to sudden cases such as lawsuits, mediation, and provisional dispositions
- Defense of the Company and Directors
  ・Reduce management's legal risk by developing appropriate response strategies to shareholder lawsuits and other legal issues
- Securing External Confidence
  ・The presence of "legal backing from lawyers" for activist countermeasures and IR measures is a reassuring factor for investors and financial institutions
3
Deterrent Factors
- Curbing excessive shareholder claims
  ・ "legal counsel is always checking in" to discourage unjustified shareholder claims
- Promoting prudent decision-making by directors
  ・Directors will refrain from making decisions that could lead to shareholder lawsuits
- Strengthen internal controls and information disclosure
  ・Clarify governance structure and reduce susceptibility to external criticism
- Prevention of potential problems
  ・Encouraging periodic review of the Articles of Incorporation and Shareholders' Agreement can eliminate the root causes of problems

［To summarize...]

The existence of legal counsel for a company,

"Preventing Trouble Before It Happens."
"We respond quickly to problems as they arise."
"Strengthen our legal negotiating position."

This brings the great advantage of Involvement of legal counsel, especially in the areas of contracts,
labor relations, and claims handling, enhances the company's credibility, It is a powerful shield against unnecessary risk.
Don't look for a lawyer after a problem has occurred,
Routine legal measures will be the key to corporate growth and stable management.
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We want to work for the happiness of our clients tomorrow,
and we want to work with them in their business and in their lives.
We are committed to doing our best with such passionate thoughts in mind.
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corporate advisor | Business Field | Setagaya Yoga Law Office - Lawyers specializing in corporate clients

corporate advisor

Reservation, Inquiry, Online Consultation

Reservation, Inquiry,
Online Consultation