Doing Business In... 2021 Japan 　Trends and Developments

M&A
　- Key developments in M&A law and regulation
　- Recent trends in the M&A market

Regulations on Foreign Investments
　- Foreign direct investments triggering prior-notification requirements
　- Outline of the prior-notification examination process
　- Practical implementation of the prior-notification examination process

Labour and Employment
　- Influence of COVID-19
　- Three Supreme Court cases on equal pay for equal work

Personal Information Protection
　- Enforcement
　- Recent amendments of the APPI
　- Latest update on the 2020 Amendment
　- 2021 Amendment
　- Regulation of digital platforms

Doing Business In... 2021 Japan Trends and Developments

Authors： Norihiro Sekiguchi Daisuke Mure Yuki Kuroda Toshiyuki Sawai
Magazine/Book：Global Practice Guides
Publisher：Chambers and Partners
Practice： M&A, Reorganization, and Business Alliance Information Security and Cybersecurity Financial Regulations Employment Consulting
Date of publication： July 14, 2021

Other publications by Norihiro Sekiguchi

2024.07.19
Doing Business In... 2024 Trends and Developments
2024.05.08
Lexology In-House View : Transaction Structures for Public Company M&A in Japan
2024.04.17
Lexology In-Depth: Private Equity - Edition 13 : Japan - Investing
2024.01.17
The Legal 500 Country Comparative Guides - Japan Investing In
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.06.14
Japanese takeover rules for listed companies to be fully revised
2023.04.10
The Private Equity Review 12th Edition : Japan - Investing
2022.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.03.23
Recent Developments in Court Decisions on Poison Pills in Japan
2022.01.25
Company and Foreign Investment and M&A Law Guide 2022　Jurisdiction:Japan
2021.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2021.04.28
Ronten-Taikei Corporation Law, Volume 2 (1)
2021.04.09
Commentary on the Financial Instruments and Exchange Act [Revised Edition] [Volume 1] Definitions and Disclosure Regulation
2021.04.02
Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations
2020.12.24
M&A Law Guide 2021 Jurisdiction:Japan
2020.12.18
Recent Law Revisions that Audit & Supervisory Board Members’ Should Keep in Mind
2019.11.26
M&A Law Guide 2020 Jurisdiction:Japan
2019.09.27
Points to Note in the Governance of Overseas Subsidiaries in View of Group Guidelines and Actual Examples of Corporate Scandals
2018.12.21
Recent Developments and Prospects on Japanese Stock-for-Stock M&A Regulations
2018.09.01
Business Transfer Practices – Everything about Legal, Labor, Accounting and Tax
2017.02.25
The Features of Annual General Meetings of Shareholders Held in 2016 and the Analysis thereon,
2016.12.26
Derivative Actions, and Directors and Officers (D&O) Liability Insurance
2016.04.11
A Compact Commentary on the Companies Act 3: Company Auditors, Audit Committee Members and Audit and Supervisory Committee Members
2015.09.05
[Special Report] Risks Involved in Overseas Business Expansions of Small and Medium-Sized Enterprises, and Countermeasures Therefor _ Focusing on Legal Risks in China, Thailand, Vietnam and Indonesia -
2015.06.26
Ronten-Taikei Corporation Law (Supplement)
2014.02.01
Amendments to the Companies Act – Dissenting Rights and Rights to Injunctions against Corporate Reorganizations
2014.01.29
Investment in Asia and Compliance Strategy – 3 Stage Analysis
2013.08.01
How to Deal with Strengthened Insider Trading Regulations – in the case of Tender Offers and M&As
2012.10.21
TOB Handbook revised edition
2012.10.01
World Legal & Business Guide No. 19 Myanmar
2012.05.01
World Legal & Business Guide No. 14 Russia
2012.02.10
Ronten-Taikei Corporation Law, Volume 1
2011.12.01
World Legal & Business Guide No. 9 Singapore
2011.08.01
World Legal & Business Guide No. 5 Taiwan
2011.05.01
World Legal & Business Guide No. 2 Thailand
2011.04.26
Chapter 2-2 Disclosures concerning Tender Offers
2010.06.01
M&A Handbook on Conducting Business Practically
2008.07.20
PLC Cross-Border Private Equity Handbook

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Other publications by Daisuke Mure

2024.07.19
Doing Business In... 2024 Trends and Developments
2024.06.20
Business Practice/Hanrei Riview ≪Case Studies≫ Sakai Hikkoshi center Case (The Tachikawa Branch of the Tokyo District Court, August 9, 2023, Rodo Hanrei No.1305, p.5）
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.06.15
Business Practice/Hanrei Riview ≪Case Studies≫ Hagoromo Gakuen (Hagoromo International University) Case (Osaka High Court, January 18, 2023, Rodo Hanrei No.1285, p.18）
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.03.20
Re-examination of Companies' Actions Regarding the Whistleblower Hotline -- In View of Upcoming Enforcement of the Amended Whistleblower Protection Act
2021.12.20
Journal of management Lawyers Council No. 210 "Report of the 15th Conference for the Yearly Review of Important Court Decisions"
2021.05.15
Labor and Competition Legislation concerning Exploitative Acts toward Freelancers
2021.03.01
COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
2019.12.20
Journal of management Lawyers Council No. 203 "Report of the 11th Conference for the Yearly Review of Important Court Decisions"
2019.12.20
International Legal Practice
2018.04.13
Anti-Monopoly Law Issues that HR Persons Should Note – Prompted by the Study of U.S. and Japanese Competition Authorities
2018.01.10
Global Legal Insights : Employment & Labour Law 2018, 6th Edition : Chapter Japan
2017.12.18
The Latest Movement on Maternity Harassment
2017.06.01
Lawyers Guide - Labor/Tax edition A Supplementary Volume to Business Law Journal No.113 (August 2017)
2017.03.31
Equal Treatment in Labor Conditions Prompted by Recent Court Decisions
2017.01.01
Chuo-Roudou-Jiho No.1213 "Actual Case Study of Labor Tribunal No.70"
2016.12.20
Global Legal Insights : Employment & Labour Law 2017, 5th Edition : Chapter Japan
2015.01.01
Business Homu Vol.15 No.1 "Model Provisions of Employment Rules - Leave of Absence, Reinstatement and Stress Check"
2014.11.01
Legal Consultation on Employment Contracts of Companies (Revised Edition) - Chapter 5: Wages, Bonuses and Retirement Allowances
2014.04.15
NBL No. 1023　"The Analysis on the Supreme Court Case (Toshiba, Depression・Dismissal, March 24th, 2014)"
2013.08.24
Legal Issues of HR Management relating to Mental Health
2005.01.01
Law & Technology No. 26 "How to treat research result produced by students"

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Other publications by Yuki Kuroda

2024.07.19
Doing Business In... 2024 Trends and Developments
2023.08.24
Thematic-based: Legal Practice in the Healthcare Business
2023.07.18
Doing Business In... 2023 Trends and Developments
2022.07.12
Doing Business In... 2022 Trends and Developments
2021.04.08
International Advertising Law：Second Edition［JAPAN］
2021.03.01
COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
2019.12.20
International Legal Practice
2018.12.14
Enforcement and Impact of the Clinical Trial Act
2017.06.01
Practical points of processing of personal data in the context of R&D
2017.03.31
The Supreme Court Disallowed the Deletion of Google's Search Results
2016.10.01
U.S. Health Information Protection System under HIPAA and Related Rules - Overview and Cases
2016.07.15
Information Disclosure Requirements in the U.S. Healthcare Industry (under the U.S. Sunshine Act)
2015.05.26
Joint R&D Agreement Handbook- Practices and Examples of Japanese-English Provisions
2015.04.01
Handbook on Joint Research and Development Agreements — Practices and Sample Provisions in Japanese and English

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Other publications by Toshiyuki Sawai

2024.05.08
mondaq - ESG Comparative Guide : Japan
2024.02.02
Understanding the Basics: Q&A on the Legal Practice on ESG and Sustainability
2023.12.25
Amendments to the Financial Instruments and Exchange Act to Ensure Customer-Oriented Business Management – Significance of the Legalization of Best Interest Priority Obligation and the Realization of the Substantial Provision of Information as well as the Their Impact Thereof on Practice –
2023.05.11
The Legal 500 Country Comparative Guides Japan Environmental, Social and Governance
2023.04.21
How to Protect Assets in Relation to Digital Salary Payment - With regard to the Publication of Partial Revision of the "Guideline for Administrative Processes (Vol. 3: Financial Companies)" (Draft) (Dated February 17, 2023)
2023.01.17
New Developments in the Public Campaigns for Shareholders Concerning Election and Dismissal of Officers - Considering the Disputes between Fujitec and Oasis
2023.01.13
[Companies Act] Implementation of Human Rights Due Diligence Based on the Government Guideline
2022.11.25
Implementation of Human Rights Due Diligence in Financial Institutions (Volume 2) - In Light of the Government Guidelines and International Trends -
2022.11.14
Implementation of Human Rights Due Diligence in Financial Institutions (Volume 1) - In Light of the Government Guidelines and International Trends -
2022.08.10
Education of Compliance in the Financial Industry Considering Scandals at Major Securities Companies (An Interview Article)
2022.07.25
[Legal] New Trends in ESG and M&A (Oh-Ebashi LPC & Partners)/[2] Points on Sustainability Information Disclosure and the Required Legal Practice
2022.05.25
Ideal System to Secure Product Governance
2022.02.14
6000 Legal Measures for Financial Institutions
2022.02.08
Thinking about How to Carry Out Customer Oriented Business Operation in the Future in Light of Overseas Cases (An Interview Article)
2021.12.27
ESG Proposals and Long-Term Investment as Prerequisites (An Interview Article)
2021.12.01
Acceleration of Climate Change Measures in Japan - Financial Services Agency Considering Mandatory Information Disclosure (A Comment Article)
2021.11.10
Recommendation of ESG Investment to Individual Investors and Customer Oriented Business Operation
2021.08.25
Institutionalization of Globally Competitive ESG and Sustainability Disclosure - In Light of the Publication of the "Report by the Expert Panel on Sustainable Finance" (Dated June 18, 2021) -
2021.07.07
Corporate governance code revisions set to drive Japan’s ESG and sustainability push
2021.06.10
Volume 2 [2021 Revision] Legal Practice on ESG Disclosure in Light of the Corporate Governance Code Revisions Plan
2021.06.02
Volume 1 [2021 Revision] The Principles of Corporate Governance Code regarding ESG and its Legal Practice
2021.05.25
Organizing the Points to Consider When Entering the Financial Services Intermediary Business
2021.03.25
Emergence of a Cashless Society and Compulsory Execution(Volume 2)
2021.03.10
Emergence of a Cashless Society and Compulsory Execution (Volume 1)
2021.02.12
Realization of the Principles of Suitability and Customer Oriented Business Operations -By Referring to Regulations in Europe and the U.S. -
2020.12.21
New Financial Service Intermediary Business License
2020.10.30
Summary of the Principles of Customer Oriented Business Operations and Revision of Supervision Guidelines, and their Impacts on Legal Practice (Second Half)
2020.10.23
Summary of the Principle of Customer Oriented Business Operations and Revision of Supervision Guidelines, and their Impacts on Legal Practice (First Half)
2020.10.01
Financial Instruments and Exchange Act and Crypto-Assets - Sorting out the Regulatory Relationship in the Areas of Overlap with the Payment Services Act
2020.09.14
Legal Regulations on Funds Investing in Cryptocurrencies, and Key Points Thereof
2020.08.01
Emergent Need to Reconsider the Customer Solicitation and Explanation by Financial Business Operators and Customer Oriented Business Operations
2019.08.01
Explanation of "the Act for the Partial Revision of the Payment Services Act to Address the Diversification of Financial Transactions based on Advances in Information Technology" (2)
2019.07.15
Outline of Partial Amendment to the Financial Instruments and Exchange Act - Response to New Transactions and Unfair Acts Using Crypto-Assets -
2018.05.01
Learning about the Amendment to Laws on Obligations through Case Studies
2017.02.28
Practices on Directors and Officers (D&O) Liability Insurance
2014.12.03
Discussion of Practices Concerning the 2014 Amendment of the Companies Act
2014.12.01
Practical Commentary on Revised Companies Act of 2014

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Other publications by

2023.10.23
【Series】 The latest Philippine Legal Update
2023.10.16
Getting the Deal Through - Market Intelligence M&A : Japan Chapter
2023.07.18
Doing Business In... 2023 Trends and Developments
2022.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.01.25
Company and Foreign Investment and M&A Law Guide 2022　Jurisdiction:Japan
2021.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2020.12.24
M&A Law Guide 2021 Jurisdiction:Japan
2020.05.26
【Special Series on COVID-19: Philippines】 Relief Measures for the COVID-19 Pandemic (as of May 20, 2020)
2019.11.26
M&A Law Guide 2020 Jurisdiction:Japan
2018.03.01
IP Laws of the Philippines
2013.06.01
Antitrust in the Emerging Economies of Asia: China and Indonesia
2010.09.01
Philippine Intellectual Property Law
2006.10.01
International and Domestic Arbitration in Asia: A View of Recent Developments and Emerging Trends

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Other publications about Information Security and Cybersecurity

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How to Make Cyber Insurance Work for You
2024.07.19
Doing Business In... 2024 Trends and Developments
2024.06.18
Panoramic: Defence & Security Procurement 2024 – Japan
2023.10.02
Cyberattacks, cybersecurity, and economic security…? Take a Pause to Consider them
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.04.03
Handling of Personal Data in the “Metaverse”
2023.04.03
Avatarization of Celebrities and Contractual Practices in the Metaverse
2022.07.26
Standard Agreement on the Extraterritorial Transfer of Personal Information
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Doing Business In... 2022 Trends and Developments
2022.07.06
Information Compromised by a Cyber Attack! What is the Legal Responsibility of the Company?
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Legal Compliance of Workplace Surveillance in China -From a Personal Information Protection Perspective
2022.07.01
The Supreme Court Decision on Cyber Security and the Coinhive Case
2022.06.24
Legal Protection of Big Data in Japan
2022.02.17
NFT Mechanism and Legal Issues of NFT Transactions
2021.12.22
Personal Information Protection Law of China (2) – Processing of Personal Information and Consent by the Data Subject -
2021.12.22
[Report from China] Digital Yuan and Electronic Payment
2021.11.24
Measures on Security Assessment of Cross-Border Data Transfers (Draft for Comment) - Basic Points to Note -
2021.11.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 12):Points to Note regarding Personal Data Protection (3)
2021.10.28
Personal Information Protection Law of China (1) - Basic Points to Note -
2021.10.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 11):Points to Note regarding Personal Data Protection (2)
2021.09.30
Looking Back on the First 4 Years of the “Network Security Law” in China (Part II) -China's Regulations on Cross-border Transfer of Data, Etc.
2021.09.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 10) :Points to Note regarding Personal Data Protection (1)
2021.08.30
Looking Back on the First 4 Years of the “Network Security Law” (Part I)
2021.07.14
Doing Business In... 2021 Japan 　Trends and Developments
2021.03.01
COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
2020.05.01
【Special Series on COVID-19: Information Security Law】 Teleworking and Information Security during the Spread of the Novel Coronavirus
2019.01.01
Learn Digital Forensics from the Basics – From Introduction to Practical Application Thereof
2014.01.01
Dictionary of Digital Forensics (Revised Edition)
2013.01.01
A Commentary on eDiscovery
2013.01.01
Art of Self-Defense in Cyberspace – Cyberspace and Protection of Business Secrets
2012.01.01
Information Security that Becomes Increasingly Important Every Year (Forefront of Computer Forensics (1))
2012.01.01
Necessity of eDiscovery based on Application Thereof in the U.S. (Forefront of Computer Forensics (2))
2012.01.01
Authenticity of Evidence and Destruction/Falsification Thereof (Forefront of Computer Forensics (3))
2012.01.01
Development of the Legal System Failing to Keep Up with the Advancement of Computer Technology (Forefront of Computer Forensics (4))
2012.01.01
Application of Law in Cyberspace (Forefront of Computer Forensics (5))
2011.01.01
Legal Practice in the Cloud Era
2010.01.01
Practical eDiscovery: In Preparation for a Civil Lawsuit in the U.S.

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Other publications about Employment Consulting

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[Court Case] Obligation to Pay Wages for Non-working Hours due to 'Maternity Harassment'
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[Court Case] A Case in which the Status as an Employee under the Labor Standards Act was Affirmed with Respect to an Idol Group Member
2024.09.18
[Court Case] A Case in which On-call Hours of a Medical Resident were Denied as Working Hours
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Doing Business In... 2024 Trends and Developments
2024.07.01
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[Court Case] A Case in which a Reassignment Order for the Purpose of Personnel Management was Declared Valid
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[Column] "Personal Information" and "Privacy" that HR Staff Members Should Understand
2023.12.30
Failure Studies on Industrial Health across Multiple Occupations (Yokogawa Electric case)
2023.12.20
[Court Case] A Case in which it was Determined Valid to Refuse Renewal of a Fixed-term Employment Contract that has a Non-renewal Clause Added after Several Renewals
2023.12.20
[Court Case] A Case in which a Dismissal due to Winding-up of the Company was Found Valid
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[Serial Article/Legal Affairs for Companies Expanding Overseas] [No.8] Duties of Companies to their Employees in Overseas Countries During a Crisis Therein and the Response to Such Crisis – From the Perspectives of Governing Law and Duty of Care for Safety
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.07.06
Handling of Genetic Information in the Workplace and Practical Actions -- Approach Using Hypothetical Cases Concerning Hereditary Tumors Symposium - From a Lawyer’s Perspective (essay based on the presentation at Symposium No. 3, the Second Academic Congress, The Japan Association of Occupational Health Law)
2023.06.15
Business Practice/Hanrei Riview ≪Case Studies≫ Hagoromo Gakuen (Hagoromo International University) Case (Osaka High Court, January 18, 2023, Rodo Hanrei No.1285, p.18）
2023.06.08
Legal Protection for Freelancers - Legal Protection Laws for Freelancers and Worker Status under the Labour Union Law -
2023.06.08
Introducing Amendments of Major HR and Labor-Related Laws and Regulations
2023.04.21
How to Protect Assets in Relation to Digital Salary Payment - With regard to the Publication of Partial Revision of the "Guideline for Administrative Processes (Vol. 3: Financial Companies)" (Draft) (Dated February 17, 2023)
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.04.27
Addressing Legal Issues Relating to the Resurgence of Covid-19 in China - Focusing on Treatment of Employees and Actions toward Trading Counterparties
2022.04.01
Key Points and Things to Note Regarding the Amended Act on Childcare Leave and Caregiver Leave, Which will be Enforced in Phases from April 1, 2022
2022.03.20
Re-examination of Companies' Actions Regarding the Whistleblower Hotline -- In View of Upcoming Enforcement of the Amended Whistleblower Protection Act
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Journal of management Lawyers Council No. 210 "Report of the 15th Conference for the Yearly Review of Important Court Decisions"
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Doing Business In... 2021 Japan 　Trends and Developments
2021.05.15
Labor and Competition Legislation concerning Exploitative Acts toward Freelancers
2021.03.01
COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
2020.11.20
Corporate Compliance on Utilization of External Human Resources - Intersection of Antimonopoly Act and Employment Law
2020.09.07
Doing Business in Asia Pacific - IBA Asia Pacific Regional Forum, September 2020
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2019.07.01
Points to Note in Employing Freelancers from the Perspective of the Anti-Monopoly Act and the Subcontract Act
2018.03.01
(Selected by Attorneys!) Important Labor Case No. 161: The Case of E, a Medical Corporation (overtime work of an obstetrician)
2018.01.01
(Selected by Attorneys!) Important Labor Case No. 155: The Case of the Harada Gakuen, an Incorporated Educational Institute (validity of an order changing the duties of a personwith visible impairments)
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Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders’ Interests
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Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders' Interests – Part II
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Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders’ Interests – Part I
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Japanese takeover rules for listed companies to be fully revised
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What is a Shareholders Agreement? - An easy explanation starting from the basics covering the clauses and key points to be stipulated!
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JAPAN: An Introduction to Corporate/M&A: Domestic
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Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (2) - Focus on Venture Support, Business Restructuring and Business Rehabilitation
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Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (1) - Focus on Regulatory Reform and Virtual-only General Meetings of Shareholders
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Doing Business In... 2021 Japan 　Trends and Developments
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Key Points for Preparing Minutes for General Meetings of Shareholders during the COVID-19 Pandemic - From the Basics of Practice to Dealing with Virtual General Meetings of Shareholders
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Ronten-Taikei Corporation Law, Volume 2 (1)
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Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations
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An Outline of the EU Foreign Direct Investment Regulations and the Impact Thereof on Japanese Companies
2020.09.15
”Deductibility of advisor costs in M&A and how to deal with tax audits”
2020.05.22
Legal Challenges Magazine: Doing Business in Japan
2020.01.14
“Exclusive Negotiation Right” - Its legal binding force and the differences with Precerential Negotiation Right
2018.09.01
Business Transfer Practices – Everything about Legal, Labor, Accounting and Tax
2017.11.29
The Legal System of Hong Kong as an international business hub (Part 2)
2016.02.01
"M&A and related trade issues based on the TPP,"
2014.01.01
"How to deal with tax troubles in M&A"
2013.08.01
Mergers and acquisitions in Singapore
2010.04.01
"A Dictionary of Frequently Used M&A Words for All Professionals Involved in M&A (The Latest Trends),"
2009.08.01
"M&A Comprehensive Map-Characteristics and Points to Note of Each Method from Scheduling-"
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"Recent Legal and Tax Issues on M&A Transactions,"
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Guide to International Legal Practice (1) to (11)

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Other publications about Financial Regulations

2023.12.25
Amendments to the Financial Instruments and Exchange Act to Ensure Customer-Oriented Business Management – Significance of the Legalization of Best Interest Priority Obligation and the Realization of the Substantial Provision of Information as well as the Their Impact Thereof on Practice –
2023.07.03
About the Draft on Guidelines Formulated by the “Fair Acquisition Study Group”
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Ideal System to Secure Product Governance
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International Comparative Legal Guides: Private Equity 2021, Japan Chapter
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Doing Business In... 2021 Japan 　Trends and Developments
2020.09.14
Legal Regulations on Funds Investing in Cryptocurrencies, and Key Points Thereof
2020.03.15
Key Points of Amendments to be Made to the Laws on Virtual Currency (Right to Transfer Cryptocurrency/Electronic Records) Based on the Proposed Amendments - Part 2: The Financial Instruments and Exchange Act -
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Key Points of Amendments to be Made to the Laws on Virtual Currency (Right to Transfer Cryptocurrency/Electronic Records) Based on the Proposed Amendments - Part 1: The Payment Services Act -
2013.01.01
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2008.12.01
"Emergency Measures to Rescue Financial Institutions in the US,"
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2008.11.01
"Development of Financial Institution Rescue Measures in the UK"
2006.02.01
"Regarding taxation in Japan related to stock options received from foreign parent companies"
2005.12.01
"Transfer of shares similar to business transfer and debt/equity swap"

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