Corporate Governance/Shareholders Meeting

After the introduction of the Corporate Governance Code, best practices in corporate governance for publicly-traded companies have been rapidly changing. We provide comprehensive advice, based on best practices and legal regulations, in the field of corporate governance, including advice for the improvement of corporate governance structures, organizational design, planning of directors' compensation structures, assessment of board of directors' meetings, internal control, corporate governance reports, anti-takeover measures, management of board of directors' meetings, etc.

With respect to the management of shareholders' meetings, to ensure smooth communication with shareholders and investors, and based on recent trends under the Companies Act and shareholders' meetings, we advise clients on how to legitimately and appropriately manage shareholders' meetings, taking into account the role of shareholders' meetings in investor relations. We provide advice on how to write the reference materials for shareholders' meetings and the business reports, conduct training programs for board members and Q&A sessions and rehearsals of shareholders' meetings. We have a wealth of experience and know-how in providing assistance on issues that relate to shareholders' meetings for large listed companies, as well as for small and startup companies.

In addition, with regard to various important issues confronting companies, for example, what the necessary duty of care is when a board member makes business judgments, or what process needs to be taken to arrive at a legitimate business judgment, we can provide appropriate advice based on practical business knowledge and prepare high-quality legal opinions as necessary, using as basis past legal precedents and trends in academic theories.

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PublicationsArchives

2024.04.01
Points to Review in the Articles of Incorporation, Share Handling Regulations, and Rules of the Board of Directors in View of an Ordinary General Meeting of Shareholders
2024.03.29
Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders' Interests - Part II
2023.12.22
Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders' Interests - Part I
2023.06.14
What is Parent Company and Subsidiary Company of the Companies Act?-Definitions and Rules of the Parent-subsidiary Relationship-
2023.05.12
What is a Stock Company?-Feature and Basic System-
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
[Business Restructuring] Outline of the Support Activities by the Small and Medium-Sized Enterprise Revitalization Support Council
2023.01.13
[Companies Act] Practical Response to the System for Providing Reference Documents for Shareholders Meetings in an Electrical Format
2022.10.07
What is the Assessment of the Effectiveness of the Board of Directors? - The System for a Well-Functioning Board of Directors -
2022.04.19
What are the New Market Structure of the Tokyo Stock Exchange? - Outline of the New Market Structure and Points to Consider Moving Forward-
2022.01.12
Development and Implementation of the Whistleblowing System Based on the Amended Whistleblower Protection Act (2)
2021.11.16
What is the "System for Providing Reference Document for Shareholders Meeting in an Electronic Format"? - Points to Consider in Preparing for the Launch of the System -
2021.11.02
International Comparative Legal Guides: Private Equity 2021, Japan Chapter
2021.10.13
Improvement and Operation of Whistleblowing Systems in Light of the Amendments to the Whistleblower Protection Act (1)
2021.10.08
Points to Keep in Mind regarding the Revised Corporate Governance Code
2021.10.01
2021.07.28
Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (1) - Focus on Regulatory Reform and Virtual-only General Meetings of Shareholders
2021.07.07
Corporate governance code revisions set to drive Japan's ESG and sustainability push
2021.05.07
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
2021.04.01
Key Points: 2019 Amendments to the Companies Act
2021.03.01
COVID-19 and Corporate Legal Affairs - Legal Issues during/after COVID-19
2020.06.12
【Special Series on COVID-19: Companies Act (3)】Shareholders' Meetings in 2020 - Measures against the Novel Coronavirus Disease (COVID-19) on the Day of the Shareholders' Meeting
2020.06.09
【Special Series on COVID-19: Companies Act (2)】Shareholders' Meetings in 2020 - Measures against the Novel Coronavirus Disease (COVID-19) before the Day of the Shareholders' Meeting
2020.04.27
【Special Series on COVID-19: Companies Act (1)】 Shareholders' Meetings in 2020 - Focusing on Measures against the Novel Coronavirus Disease
2020.03.01
Practices of the Board of Directors/Shareholders Meetings in Special Circumstances - Activist Shareholders, M&A, Dispute among Directors, and Corporate Scandals
2018.02.25
The Analysis on Annual General Meetings of Shareholders Held in 2017
2017.07.01
An Analysis of Institutional Investors' Voting Policies and the Results thereof (co-authored)
2017.04.01
Measures for General Shareholders Meetings based on Institutional Investors' Trends (co-authored)
2017.04.01
Points to Note in Holding Ordinary General Meetings of Shareholders in June 2017
2017.03.25
Annual Reports and Audit Reports for Shareholders Meetings in 2017
2017.03.01
Points to Note in Preparing Annual Reports and Audit Reports for Ordinary General Meetings of Shareholders in 2017
2017.02.25
The Features of Annual General Meetings of Shareholders Held in 2016 and the Analysis thereon,
2017.02.01
An Analysis of Preparation Samples of Corporate Governance Reports in Compliance with the Corporate Governance Code (2016 Edition) (co-authored)
2016.11.01
2016 Edition: An Analysis of Preparation Samples of Corporate Governance Reports in Compliance with the Corporate Governance Code (Part 2) (co-authored)
2016.06.10
Rules of Derivative Lawsuits in the Age of the Corporate Governance Code (Co-author)

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SeminarsArchives

2024.03.18
Practices to Cope with Activist Shareholders/Shareholder Proposals and Corporate Governance
2023.12.11
Governance Summit 2023 -Corporate Governance to Support Innovative Strategy
2023.08.04
【Online Seminar】How to Respond When a Shareholder Proposal is Made (Theory and Practice)
2023.04.26
【Video Streaming】The Role of the Board of Directors and its Operational Practices in accordance with the Corporate Governance Code
2023.04.21
【On-site/Zoom/Video Streaming】 The Role of the Board of Directors and its Operational Practices in accordance with the Corporate Governance Code
2022.11.08
【Onilne Seminar】 "Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (4): Takeover Defense - In Consideration of the Trends after the Case of Tokyo Kikai Seisakusho
2022.10.20
【Onilne Seminar】"Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (3): Handling of Shareholder Proposals, etc.
2022.10.07
Governance Summit 2022 -Japanese Corporate Governance Reforms in Times of Crisis
2022.09.29
【Onilne Seminar: Video Streaming】 "Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (2): Handling of Shareholders' Demand Calling for an Extraordinary Shareholders' Meeting
2022.09.28
【Onilne Seminar】"Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (2): Handling of Shareholders' Demand Calling for an Extraordinary Shareholders' Meeting
2022.09.07
[Online Seminar: Archive Distribution] "Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (1): Review of 2022 Shareholders' Meeting
2022.09.06
【Onilne Seminar】"Things You Can Do Now to Prepare for 2023 Shareholders' Meeting" (1): Review of 2022 Shareholders' Meeting
2022.04.22
【Online Seminar】Recent Trends in Hostile Takeovers - Case Studies and a Discussion of the Issues
2022.04.08
【Onilne Seminar】Key Points on Annual General Meetings of Shareholders
2021.11.04
【Online Seminar: Video Streaming】 Legal Practice for Compliance with the Revised Corporate Governance Code - Toward an Era of Sustainability Governance -
2021.10.29
【Online Seminar】Legal Practice for Compliance with the Revised Corporate Governance Code - Toward an Era of Sustainability Governance
2021.10.08
Governance Summit 2021 -Cooperate Governance for Sustainable Society
2021.08.03
【Onilne Seminar】Series of Seminars on Latest Court Decisions (2): Latest Court Decisions on Takeover Defense Measures (Cases of NIPPO LTD. and Japan Asia Group Limited)
2021.02.25
【Online Seminar】Compliance Practice under the Amended Companies Act of 2019 Based on the Amended Order of the Ministry of Justice (Part 2)
2021.01.27
【Online Seminar】Compliance Practice under the Amended Companies Act of 2019 Based on the Amended Order of the Ministry of Justice (Part 1)
2020.12.01
Practices to Cope with Activist Shareholders in Shareholders Meetings
2020.04.16
Annual Shareholder Meeting 2020 - Corona Virus Crisis and Virtual Shareholder Meeting
2019.12.16
【Osaka】Risk Management & Compliance Seminar ⑤ Meetings of Directors and General Meetings of Shareholders under Special Circumstances - Practical Response to Situations including Shareholder Proposals and Conflict between Directors
2019.12.09
【Tokyo】Risk Management & Compliance Seminar ⑤ Meetings of Directors and General Meetings of Shareholders under Special Circumstances - Practical Response to Situations including Shareholder Proposals and Conflict between Directors
2019.04.08
Dealing with Environmental, Social and Governance (ESG) Issues and Implementing Human Rights Due Diligence
2019.03.28
Internal Control, Risk Management and Corporate Governance
2019.02.28
【Nagoya】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
2018.11.30
【Tokyo】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
2018.11.19
【Osaka】Practices to Cope with Activist Shareholders - "Making Necessary Preparation under Normal Circumstances in View of Possible Emergency Actions (If You Want Peace, Prepare for War)"
2018.06.11
Themes of the Proposed Amendment to the Companies Act and Its Potential Effect on Practices - Based on the Interim Draft of the Amendment
2018.04.20
Recent Trends in Shareholders' Meetings and How to Address Them
2018.03.22
Corporate Governance in Crisis Situation
2017.11.22
Overseas Subsidiaries and Internal Control
2017.11.13
Nagoya: Actual Practices in Responding to Corporate Scandals and Preparatory Measures Therefor (Based on Cases in Japan and China)
2017.08.25
Directions for Director Compensation Reform and System Design for Mid-sized Listed Companies -- For Transparency of the Compensation Decision-Making Process at Companies with Audit and Supervisory Committee
2017.05.31
Overseas Subsidiaries and Internal Control
2017.04.11
Latest Practices in Assessing Board of Directors (Nagoya)
2017.03.31
Latest Practices in Assessing Board of Directors (Osaka)
2017.01.27
Latest Practices in Assessing Board of Directors (Tokyo)

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