Corporations in Japan devote substantial time and energy in preparing for their annual and special shareholders' meetings. The annual meeting process must comply with requirements set by the Companies Act, the Financial Services Agency and relevant stock exchanges. Mistakes or errors in the organizing and scheduling of a public corporation's annual shareholders' meeting as well as related events, such as board meetings, that lead up to the meeting itself, can have unintended and often undesirable consequences, including the rescission or cancellation of shareholder resolutions. We provide expert advice to both public and private clients with respect to the proper operation of shareholders' meetings, including the drafting of convocation notices, advising on filing requirements, advising on the rules governing the setting of record and meeting dates and advising on the procedures for handling shareholder proposals and contacting beneficial owners. If required, we also prepare English translations of convocation notices or other similar documents or minutes of shareholders'' meetings.

Directors of Japanese corporations have both a duty of care and a fiduciary duty to their companies. Our lawyers often act as the legal advisors to directors, with particular emphasis on the corporate governance and legal aspects of business transactions or corporate acts. Our advice includes recommending the appropriate framework for directors to make their decisions in order to satisfy their duties. We also regularly provide advice with respect to special board and management issues, such as conflicts of interest, and related party transactions. We also draft board and committee minutes, which we are able to do in Japanese, English and Chinese.

Prior to 2008, management evaluation and certification of internal controls for financial reporting was generally recommended as a "best practice" for corporate governance for public corporations in Japan. In response to various corporate scandals and abuses in the US and Japan, the Companies Act, the "J-SOX" regulations promulgated by the Financial Services Agency pursuant to the Financial Instruments and Exchange Act and relevant stock exchange rules now formally require listed corporations in Japan to implement effective internal control systems over financial reporting. We are experienced in advising listed corporations with respect to the preparation of various internal compliance and risk management manuals and the development and implementation of robust internal control systems, all tailored to fit the particular circumstances of an enterprise.