Toranomon Chuo Law Firm

Practice Areas

General Corporate(drafting and negotiating agreements, advising on how to run meetings of shareholders and board of directors, researching laws and regulations that apply to clients’ new business, negotiating with regulatory authorities, etc.)

We review a wide range of internal and external legal issues and contractual issues that may pose a risk to our clients’ business and provide advice from varied perspectives to avoid such risk.

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Compliance, Regulations & Risk Management

If there is any misconduct that occurs in connection with a company’s corporate activities (breach of duty to disclose, false labeling, involvement of organized crime, legal violations, etc.), both the company and its executives may incur direct damages as well as losses that result from the diminishment of the company’s brand image. In recent years, there has been an increasing concern over violations of foreign laws and regulations, such as the Foreign Corrupt Practices Act in the U.S. and the EU competition laws, due to a number of cases where many Japanese companies doing business overseas have been subjected to heavy fines and surcharges.

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M&A / Corporate and Organizational Restructuring

M&A is an important tool for business successions or for increasing the value of companies through synergistic effects achieved after an acquisition, including streamlining and increased productivity, and launching or bolstering a business unit by acquiring a growing company.

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Intellectual Property Rights(dispute resolution, contract negotiation, and establishment of company rules with regard to intellectual property rights)

Our firm has extensive experience and excels at resolving disputes over the ownership and infringement of various intellectual property rights (patent rights, utility model rights, trademark rights, copyrights, etc.). We also have a proven track record of handling disputes relating to the Unfair Competition Prevention Act, such as actions seeking damages and injunctive relief in connection with the wrongful acquisition and unauthorized use of trade secrets and the unauthorized use of product indications. In a lawsuit over the wrongful acquisition of trade secrets, we were able to obtain a judgment that awarded damages of a significant amount by Japanese standards.

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Dispute Resolution(negotiation; preservation, litigation, and enforcement; debt collection)

Our firm has worked on various litigation, arbitration, and negotiation matters. In addition to general civil and commercial matters such as debt collection and claims for damages, we also have a broad range of experience handling specialized disputes such as those related to intellectual property rights (please see the “Intellectual Property Rights” page) and labor (please see the “Labor and Employment” page).

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Labor and Employment(drafting work rules and other internal rules, labor trials and other legal proceedings, attending collective bargaining)

Our firm regularly advises our clients on employment issues and handles and resolves disputes in various proceedings such as labor trials, lawsuits, and labor relations committee hearings. We also have extensive experience representing the employer in disputes regarding actions taken against an employee, including the investigation of any employee misconduct, disciplinary measures, and declaratory judgment actions for confirming an individual’s employment status.

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Antimonopoly Act, Antitrust Laws, Subcontracting Act, Premiums and Representations Act

The risk of violating economic laws and regulations (Antimonopoly Act, antitrust laws, Subcontracting Act, Premiums and Representations Act, etc.) has been increasing in recent years, and companies must constantly be aware of such risk when conducting their business activities. There is a high level of public concern regarding compliance, so companies must comply with all applicable regulations to avoid the damage that a legal violation would cause to their brand image.

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Restructuring / Insolvency

Our firm has experience serving as petitioner’s counsel and also performing the duties of a court-appointed supervisor, bankruptcy trustee, and reorganization trustee in many proceedings, both big and small.

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Capital Markets(drafting contracts and advising on the procedures for the issuance of common stocks, classified stocks, stock warrants, corporate bonds, etc.)

If our client is looking to issue stocks, stock warrants, convertible bonds, and other securities to raise funds or to form a capital and business alliance, we can assist by drafting the material terms of the issuance, contracts, and documents required under the Companies Act and also by advising on the procedures that comply with the relevant laws, regulations, and rules of self-regulatory organizations. For information regarding loan financing, please see the “Finance Transactions” page.

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Finance Transactions

Our firm drafts various contracts, including loan agreements, security agreements such as mortgages, and co-lenders’ agreements, and also prepares legal opinions for various finance transactions (e.g., securitization and other types of structured finance, loans, formation of silent partnerships and other domestic and foreign funds) at the request of financial institutions such as banks and registered financial instruments business operators. We also draft contracts (e.g., domestic investment limited partnerships, foreign limited partnerships) for the formation of funds (e.g., hedge funds, private equity, venture capital) and provide advice on related issues.

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Cross-border and International Transactions

Our firm works together with law firms in other countries as necessary to provide cross-border services, including the drafting, review, legal advice, and negotiation of M&A, joint venture agreements, business alliance agreements, distributor agreements, license agreements, joint development agreements, services agreements, and other agreements to be signed with a foreign company. We also provide comprehensive support for a foreign company that is entering the Japanese market.

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