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1.  Formation of Japanese Entities

We have wide range of experience for the formation of Japanese subsidiary and Japanese branch office for foreign companies. For through understanding for Japan business, we prepare all documents in English and Japanese language simultaneously. Our services for foreign companies include;

  • Incorporation of Japanese Subsidiary
  • Incorporation of Japanese Branch Office
  • Working Visa Application
  • Preparation of Employment Contract and Rules of Employment
  • Obtaining Business License
  • Filing necessary documents with appropriate government authorities
  • Advice for Shareholders’ Meeting and BOD Meeting

◆ Our colleagues, AP Outsourcing will provide accounting, tax and payroll. You can obtain more information from http://www.ecovis.com/jp/

2.  Legal Counsel for the operation of Japanese Companies

The Firm provides a range of legal services that are needed when Japanese and foreign companies do business in Japan. With regard to corporate management and operations, we believe that from the perspective of preventing future disputes, it is extremely important that attorneys take a Japanese legal perspective when they prepare contracts and other corporate documents. Firm attorneys with extensive business and legal knowledge prepare agreements giving full consideration to such matters as legal appropriateness, potential risks that the company faces determined from past experience, and business requirements. The Firm can prepare contract in Japanese or English and can translate contracts into Japanese or English as needed.

3.  Creation, Negotiation, Check, and Translation of English Contracts

Rely on international lawyer to create and translate an English language contract. Our Lawyer Kuribayashi has experience with more than 25 years in the field of international trade. New York qualified lawyer will answer to your questions directly. Concerns such as wanting to amend an English contract, add a new clause, or not understanding the English, can be directly addressed by our experienced team.

Our firm has over 25 years of work experience in the field of international transactions, and Mr. Kuribayashi has direct experience of studying in the United States, has qualified for the New York State Bar, and has worked at a foreign law firm. On behalf of now more than 100 Japanese companies, our office has negotiated, created, checked and translated various contracts such as confidentiality agreements, product sales agreements, license agreements, distributor agreements and stock transfer agreements.

At the request of the client, we will create the most appropriate contract for the transaction. In addition, we are also able to support our clients in final contract signing. We can draft a counter proposal reflecting the company's request, by consulting with the foreign company that is the transaction partner, by telephone or e-mail, and sometimes meeting directly with the partner's agent.

If there is almost no problem with the contents of the contract presented by the other party, and the outline of the contract is understood, but you would like to do a final check from the viewpoint of a lawyer before the signing of the contract, we would be happy to assist. As an expert in law and in international business, we not only understand the grammatical meaning of the terms of contracts, but we can also compare them with contracts we have dealt with in the past. We consider whether the contract is likely to be one-sidedly disadvantageous to the client, how the risk is allocated in regards to common issues in other companies', and how reasonable the contract is in general.

English language contracts are written in technical terms and require a fairly complex and detailed description depending on the nature of the transaction, so understanding them requires considerable skill. In addition, subtle nuances and special grammatical structures specific to English language contracts might be used. Some of our clients may be required to have an accurate understanding of all of the provisions, and on the contrary, we only need to get an overview, so we want you to make the translation as cheap as possible and submit your translation as quickly as possible. Requests may be made. In our office, we will consult with our clients in advance and make every effort to achieve the best possible results.

4.  Legal Advice for Cross Border Transactions

The shrinking Japanese market and the globalization of the economy have increased the chances of doing business overseas, not only for large corporations, but also for small and medium enterprises. An increasing number of managers are also seeking to expand their overseas markets in search of more profit opportunities, rather than staying in the highly competitive Japanese market. It is often the case that Japanese companies want to acquire a foreign company or launch a joint venture.

Even in the case of transactions in Japan, it is necessary to conclude a basic agreement when starting a transaction with a third party, and depending on the situation, specify more detailed transaction conditions in individual contracts. However, writing contracts is more important when dealing with foreign companies.

First, due to the fact that it is a transaction between companies with different legal systems and business practices, it is extremely unclear if there is an exact agreement between parties, and it is extremely difficult to argue that there was agreement if it is not written into the contract. Secondly, in Europe and the United States, where business is centered on contracts, we believe that there will be no profit unless contracts are concluded. Once a contract is concluded, the revenues specified in the contract can be expected to be earned.

In other words, contracts are the source of revenue, and profits can be determined in the negotiations for the creation and conclusion of contracts. Traditionally, Japanese companies believe that selling good products can secure profits. However, even with profitable products, what percentage of margin can be obtained, including insurance and freight charges, is determined in the final stage of the contract. How much everything costs and what portion of it one will be responsible for, is a very important factor in determining revenue.

In our work, volatile exchange rate causes companies to suffer significant losses, despite the fact that the sellers and buyers in the international sales contracts were profitable. On the other hand, those who were not exposed to foreign exchange risk continued to generate profits. The terms of the contract will not only have a significant effect on the balance of the transaction, but will also in some cases affect the overall operation of the company. Currently, most contracts for international transactions are written in English, so it is essential to understand English contracts when conducting overseas transactions.

When writing a contract in English, it is unlikely for anyone to write down the contract on their own from the outset. Most of the time, a contract is created that matches one’s situation from an existing contract, and then adding the current special circumstances. However, since it is not clear whether the format they are going to use is really appropriate for their situation or the content of the transaction, both parties may come up with their own first draft.

There is not much difference in which first draft to use when the parties' positions are considered even, such as when both parties have a confidentiality obligation in a confidentiality agreement. But, for example, in a license agreement, it is not always preferable to ask the other party to create a first draft, because there are both forms that are advantageous for the licensor (licensing party) and those that are advantageous for the licensee (licensing party).

In addition, if the other party sends a contract as a first proposal, the Japanese company must submit a counter proposal to reflect the request of the Japanese company. For example, if the accepted inspection of a product is proposed to be within 3 days after the arrival of the product but you want at least one week, it is relatively easy to create a counter proposal. However, if you want the quality assurance to be written more clearly or want limit the scope of non-competition, you will need to accurately document your ideas and present it to the other party. You also need to check whether there is any difference between your viewpoint and the basic terms of the transaction, such as who is responsible for currency risk and whether it is an FOB transaction or a CIF transaction.

5.  Samples concluded in a contract through consultation and negotiation

Not only are there a wide variety of contracts covered, but there is also a broad scope of negotiations with companies in Europe, Asia and the United States. The following are some of the contracts that we have drawn up and signed in English through negotiations with foreign companies on behalf of Japanese companies.

When a Japanese company initiated a transaction to purchase goods from a New Zealand company, we acted on behalf of the Japanese company in a non-disclosure agreement (NDA, Confidentiality Agreement), and a basic English-language agreement for sale (Sale & Purchase Agreement) was created.

When a Japanese company received a license for software from a French company, we negotiated on behalf of the Japanese company with a French lawyer who represented the software company. Reflecting the various requests of the Japanese company, we obtained a license agreement.

Subscription Agreements and Shareholders Agreements have been prepared for underwriting shares issued by US companies between Japanese and US companies.

When a Japanese company nominated a Taiwanese company as a sales agent, we created  a License agreement, a Sale & Purchase Agreement and a Distributor Agreement for selling products in Taiwan through the sales agent.

When a Japanese company sold a division of its business to an American company, we negotiated with an American lawyer on behalf of the Japanese company and drafted an Asset Sale Agreement.

When a Japanese company invested in an Israeli company, we created a Stock Purchase Agreement, a Shareholders Agreement, etc.

We negotiated a joint venture contract in the United States with a JV contract, negotiated the transfer of the business to a third party, and created related contracts, such as a stock transfer contract and a business transfer contract.

Created an independent contractor agreement, non-competition agreement, and non-disclosure agreement for hiring a Japanese person to perform business in Hong Kong.

Distributor Agreement for Japanese companies outsourcing to Russian companies.

Created an Independent Contractor Agreement for a Japanese company who hired someone in Vietnam.

Negotiated on behalf of a Japanese company on product quality and defects between a Japanese company and a Dutch company, who agreed to settle the dispute by paying part of the unpaid price, and there was no remaining debt. A Settlement Agreement was created to confirm this.

Upon termination of the distributor agreement, a trademark transfer agreement and a termination and transition agreement (Termination & Transition Agreement) was drawn up to clarify the processing of the trademark right and the processing during the termination period.

A Japanese company entrusted a Taiwanese company to manufacture products under the standards and brands of the Japanese company and we provided an OEM agreement (Manufacturing & Supply Agreement) in Japanese and English.

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