Kazumasa Ogawa Law Office provides comprehensive legal services relating to corporate management and operational issues for entities from small companies to major enterprise.
(1) Incorporation of a company
Documentation of Articles of incorporation and other formation documents.
Registration of a newly incorporated company with Legal Affairs Bureau.
Filing necessary reports with appropriate government authorities.
(2) Shareholders’ meeting
Management and supervision of shareholders’ meeting.
Legal advice on election and removal of corporate officers.
Drafting corporate documents including minutes of shareholders’ meeting.
Legal advice on solicitation of proxy.
Amendment of corporate documents including Articles of Incorporation.
(3) Drafting agreements and representing clients in negotiation
(4) Collection of claims
(5) Industry regulations and regulatory issues
(6) Disclosure for listed companies
(7) Internal regulations
(8) Internal investigation of criminal misconducts
2. Merger and Acquisition
Public and private companies turn to us for their M&A transactions. We advise from small market transactions to billion dollar deals. We have particularly strong experience with cross-border transactions across a wide range of industries.
We are routinely chosen to handle critical M&A matters for companies and organizations.
We help our clients structure, negotiate and consummate complex international and domestic sale of control transactions, strategic business combinations, and complex recapitalization transactions primarily for large and middle cap companies, and also for unlisted, controlled and privately owned-businesses.
Our M&A practice includes:
Negotiated and contested mergers and acquisitions;
Sales and purchases of assets;
Subsidiaries and divisions;
Tender and exchange offers;
Election contests and dissident shareholder proposals;
Anti-takeover defense initiatives;
Special committee, fairness opinion and corporate governance engagements;
Transactional and M&A advisory matters.
We represent the following entities in all types of M&A transactions:
Boards of directors;
Private equity and hedge funds;
3. Labor and Employment
We represent employers in virtually every industry, including manufacturing, financial services, health care, education and construction.
Our goal is to help clients maximize their human resources, while avoiding exposure to liability. Employment disputes, however, often result in litigation despite following best practices. We conduct a full range of labor and employment litigation before Japanese courts and administrative agencies.
We counsel clients concerning matters such as privacy and data protection, reductions in force, executive employment and severance, cultural diversity of the workforce, early retirement programs, employment contracts and non-competition agreements, trade secret protections, reorganizations and outsourcing, development of employee manuals, wage-hour compliance, substance abuse programs and drug testing, as well as general employee relations matters.
In addition, we counsel clients regarding labor and employment issues involving global, regional and local corporate mergers, acquisitions and restructurings.
4. Restructuring and Insolvency
We provide expert advice covering a wide range of reconstruction, reorganization and insolvency matters. We have experience in helping banks, financial institutions and corporations who have exposure in distressed situations. In addition, we advise turnaround professionals and insolvency office holders.
We have a market leading reputation for complex real estate restructurings, including turnarounds involving structured products, REITs and house builders.
We recognize the need for efficiency and to maximize returns. We offer immediate, practical and cost-effective legal advice and work closely with clients to identify effective solutions.
We are adept at working as part of a multi-disciplinary team. Where appropriate, we will lead the team and manage the process. We can also assist with tactical planning to help achieve commercial objectives.
We are instructed on a wide range of rescues, reconstructions and insolvencies in a variety of sectors. Recently, we have worked on projects in the property, insurance, energy, retail and motor trade.
Our clients include lenders, investors, insolvency practitioners, company doctors, creditors, companies and directors. We are also instructed by purchasers of assets from insolvency practitioners or companies in financial difficulty and assist in the structuring of new transactions.
Our work in this area includes:
Advising stakeholders, including banks, mezzanine funds, equity sponsors and corporations in relation to the negotiation of capital structures
Business rescues, turnarounds and work-outs
Security assessment and financial restructuring
Formal insolvency procedures
Strategic advice relating to the acquisition or disposal of debt
Non-core asset disposal programs
Reorganizations, demergers and group reconstructions
Directors’ duties and responsibilities
5. Entertainment and Sports
In regards to the area of sports and entertainment, we represent performing artists, producers, production companies, broadcasters, Internet and technology companies, and publishers. Our client’s work spreads into the area of motion pictures, music, broadcast and cable television.
We also advise professional sports franchises, athletic associations, management firms and individual athletes. We have experiences in counseling regarding developing and operating stadiums, arenas and similar facilities. We regularly advise sports facility management companies, and sports and entertainment promoters and producers on these projects.
We have deep experience in the unique issues that arise in sports and entertainment contracts. We advise, negotiate, draft and enforce contracts and agreements that protect and promote our clients’ interests, including:
Domestic and foreign distribution deals;
Music, film and television contracts;
Sales and acquisitions of sports franchises;
Sponsorship and marketing arrangements.
6. Dispute Resolution
Every day companies must manage the myriad risks inherent in doing business internationally or domestically. When disputes arise, many companies turn to us to represent their interests.
We collaborate with clients to identify and execute the most advantageous business-oriented solutions, either by pursuing or defending litigation or arbitration proceedings or through alternative methods, such as mediation.
We represent clients in complex, multi-jurisdictional disputes in numerous areas, including: antitrust, banking and financial services, construction, corporate and securities, defense, employment, energy, fraud and asset recovery, government investigations, insolvency, insurance and reinsurance, international arbitration, international trade and transport (including aviation and marine), IT, marine, media, product liability, professional liability, real estate, regulation, tax, telecommunications and white collar.
We also design and implement sophisticated and made-to-order dispute resolution programs for every client.
We maintain state-of-the-art technology that streamlines our case and costs management and enhances efficiencies across our operations, and provides a communications platform for sharing information and documents with our clients.