Shiro Kuniya

Partner

Education:

1985-86 Georgetown University Law Center (Master of Law, LL.M.)
1980-82 Legal Training and Research Institute (Supreme Court), Japan
1975-80 Kyoto University (LL.B.)

Employment:

April, 2002 - present	Partner, Oh-Ebashi LPC & Partners
September, 1987 - 2002	Partner, Oh-Ebashi Law Offices
September, 1986 - August, 1987	Morgan, Lewis & Bockius, New York, Los Angeles
April, 1982 - August, 1986	Associate, Oh-Ebashi Law Offices

Bar Membership

Osaka Bar Association, Japan Federation of Bar Associations (admitted 1982)
New York Bar, American Bar Association (admitted 1987)

Professional Positions

Japan Federation of Bar Associations, Chairman (2008 - present),
Vice-Chairman, (1996 - 2007)　International Relations Committee

Osaka Bar Association, Vice-Chairman of International Committee (1998-2001)

Member of Special Committee of Economic Council for Prime Minister of Japan (1999)

Inter-Pacific Bar Association, Council at large (1994-95), Officer(2003-2007)
Vice-Chairman of Dispute Resolution and Arbitration Committee (1992-94)
Chairman of Dispute Resolutions and Arbitration Committee (1995-98)

Arbitrator, World Intellectual Property Organization (WIPO) Arbitration and Mediation
Center (1997-present)

Arbitrator, The Japan Commercial Arbitration Association (2004-present)

Arbitrator, Singapore International Arbitration Center (1998-2006)

Asia-Pacific Center for the Resolution of International Business Disputes,
Advisory Council (1995 - present)

Institute of Intellectual Property, ADR committee (1998-1999)

Japanese Association of the Law of Civil Procedure (1982-present)

The Japan Association of International Economic Law (1990-present)

Regular Coordinator and Moderator at Comparative Law Center (Japan)
Programs on International Transactions, Shareholders’ Derivative Suit, Products
Liability Law, Entertainment Law, Information Industry Business & Law, etc.
(1987 - 1999)

Adjunct Professor at Kyushu National University, Faculty of Law
(Master of Law, LL.M. Course) (1995 - 2000)

Member of Management Council, Kyushu National University, Facluty of Law
(2001 - present)

Auditor, Sunstar Inc. (1997 - 2000)

Auditor, Tazuke Foundation, Kitano Hospital (1999 - present)

Advisor for Organization for Small and Medium Enterprises and Regional Innovation
(2003-present)

Auditor, Nidec Corporation (2006-present)

Chairman,　Research Grant Program Nomination Committee,
The Toyota Foundation (2008- present)

Practice Area

Corporate, M&A, Joint Venture, Intellectual Property, License, Project Finance,
Product Liability, International Trade and Transactions, Domestic and International Dispute Resolution

Major Cases and Business Transactions

• Livedoor Co., Ltd. vs. Nippon Broadcasting System, Inc., Provisional Injunction against Issuance of the Right to Subscribe to New Shares (Tokyo High Court)
• Nireco Corporation, Provisional Injunction against Poison Pill Scheme (Tokyo District Court and Tokyo High Court) (The first case in Japan to invalidate poison pill)
• Business Alliance between Nasdaq and Osaka Securities Exchange
• Matsushita Electric Industrial Co., Ltd.(Panasonic) Pension Fund Cases (Osaka High Court and Supreme Court supported the reform of Pension Program started by the founder, Mr. Konosuke Matsushita)
• Establishment and Operation of Universal Studio Japan Theme Park and its Project Finance (Awarded “Project Finance of the Year 1999” by “Euro Money”)
• Kansai International Airport Project

Probono

Judicial Aid (Legislation, Seminar, Lecture) in Asian Countries (eg. Cambodia, Vietnam)

Publications

Introduction to U.S. Laws of Corporation.
Journal of the Japanese Institute of International Business Law
“Kokusai Shoji Homu” Vol.13 No.6, No.7 and No.8 (1985)

Commentaries on Sales under Japanese Civil Code.
Commentaries and Cases, Seirinshoin (1987)

Protecting American Technology Transferred to Japan, including Patent, Trademark and
Licensing Issues.
The Journal of Proprietary Rights Vol.2 No.3, Prentice Hall Law & Business, Inc.
(March 1990)

Joint Venture in Japan. Joint Venture in East Asia, Legal Issues.
Graham & Trotman and International Bar Association (1992)

Conduct of Arbitration by the Japan Commercial Arbitration Association - A Practical Guide
American Bar Association, Section on International Law and Practice,
International Commercial Arbitration Committee (1995)

Amendment of Code of Civil Procedure/Settlement Procedure.
“Hanrei Times” Vol.871 (1995)

Japanese Laws and Practice of Anti-Dumping
Journal of the Japanese Institute of International Business Law
“Kokusai Shoji Homu” Vol. 24, No.2, No.3 and No.10 (1996)

Bankruptcy and Protection of Licensee - Termination of Executory Contract
Tokyo Nunoi Publishing Co., Ltd. (1996)

Japanese Laws and Practice of Anti-Dumping
CASS Journal of Foreign Law, Institute of Law, Chinese Academy of Social
Sciences (1997)

Service of Process in International Litigations
Liberty & Justice Vol.48, Journal of Japan Federation of Bar Associations (1997)

Copyright for Music and Audio-Visual
Gakusai Tosho Publishing Co., Ltd. (1998)

Arbitration in World Intellectual Property Organization (WIPO)
Institute of Intellectual Property (1999)

Year 2000 - Liability of Manufacturer/Vendor and Defense
Journal of the Japanese Institute of International Business Law
“Kokusai Shoji Homu” Vol.27 No.5 and No 6 (1999)

Corporate Alliance and Restructuring with Shareholders Agreement
Commercial Law Review “Shoji Homu” No.1534 (1999)

Whistleblowing, Compliance and Role of Corporate Auditor
Monthly Corporate Auditor “Gekkan Kansayaku” No.475 (2003)

Analysis of Legal Risk
M&A Legal Battle involving UFJ Bank Limited, The Sumitomo Trust and
Banking Co., Ltd. and Mitsubishi Tokyo Financial Group
Nippon-Hyoron-Sha Co., Ltd. (2005)

Practice of M&A: Legal Due Diligence
Journal of the Japanese Institute of Certified Public Accountants
“JICPA Journal” Vol.18 No.2 (2006)

Lectures

Recent Amendment of Japanese Laws of Corporation.
The Association of Japanese Corporate Legal Departments (Keiei Hoyu Kai)
(1982)

Know-How License Agreement and EC Block Exemption Rule.
Comparative Law Center (1988)

Amendments to section 337 of the Tariff Act of 1930, section 301 of Trade Act, Omnibus Trade and Competitiveness Act of 1988.
The Association of Japanese Corporate Legal Departments (Keiei Hoyu Kai)
(1988)

International Joint Venture. The Japan Commercial Arbitration Association (1988)

Japan-US Trade and Investment: Strategies for the 1990’s Protecting American Technology Transferred to Japan, Including Patent, Trademark and Licensing Issues
American Bar Association, Section of International Law and Practice (1989)

Legal Checkpoints in Investing in the US - Focusing on Delaware General Corporation Law
Research Group of Trading Companies’ Legal Departments (1990)

Joint Venture and Licensing
Osaka Bar Association (1990)

International Merger and Acquisition, Joint Venture and Real Estate Investment
International Consulting Group (1990)

OEM Agreement
Comparative Law Center (1991)

Legal Aspects of Joint Ventures in Japan.
International Bar Association, Section on Business Law (1991)

Role of Legal Counsel in the U.S.
Hiroshima University (1992)

The Expansion of International Transactions and the Development of International
Lawyers’ Activities in Japan.
Kobe International Seminar at Kobe University (1993)

Legal Practice and Opportunities in Japan under the New Regime, GATT and Transborder
Legal Practice, the New Rules for International Lawyers.
American Bar Association, Section of International Law and Practice and The Law
Society of England and Wales (1994)

Joint Venture Agreement
The Association of Japanese Corporate Legal Departments
(Keiei Hoyu Kai) (1995)

ADR in the Emerging Economies and Japan.
Society of Professionals in Dispute Resolution. (1996)

Technology Transfer and Practice of License Agreement.
China Intellectual Property Law Course, JICA (Japan International Cooperation
Agency) (1994 - 2000)

Products Liability Law/Legal Analysis & Practice.
Business Lawyers Association (Keiei Hoso Kaigi) (1996)

Business Investment in the U.S. and Dispute Resolution
Osaka Chamber of Commerce (1997)

Japan-U.S. Comparison of Bankruptcy and Reorganization Law/Re-start System for
Failed Entrepreneurs
Kansai Silicon Valley Venture Forum (1998)

Corporate Ethics & Governance, Reform of Board of Directors System (1998)

Year 2000 and Legal Liability
The Association of Japanese Legal Departments (1999)
Japan Public Relations Association (1999)

Corporate Auditor System in Japan, Compared with Legal Systems in the U.S., U.K. and Germany
Japan Corporate Auditors Association (2000)

Cross-border Merger & Acquisition
Osaka Bar Association (2000 and 2001)

Corporate Risk Management and Role of Legal Department, with Analysis of Recent Cases including Yukijirushi and Bridgestone Firestone Cases
The Association of Japanese Legal Departments (2001)

Negotiation - Theory and Practice - License Agreement
Licensing Executives Society Japan (LES) (2001)

Globalization of Corporate and Financial Legal System and Legal Services
Kyoto University, Faculty of Law, Master Course (2002)

Merger & Acquisition and Corporate Restructuring
The Association of Japanese Legal Departments (2002)

Whistleblowing, Compliance and Role of Corporate Auditor
Japan Corporate Auditors Association (2003)

Practical Considerations for Japanese Companies Engaged in International M&A and Other Strategic Transactions
Inter-Pacific Bar Association, Osaka Bar Association,
Osaka Chamber of Commerce and Industry (2003)

Legal and Practical Issues for 2006 Shareholders Meeting under new Corporate Law
Japan Corporate Auditors Association (2006)

License Agreement in Corporate M&A and Reorganization
Licensing Executives Society Japan (LES) (2007)