Introduction
International legal work—and U.S. legal work in particular—is an unavoidable area in the overseas expansion and global management of Japanese companies. Whether entering the U.S. market, transacting with U.S. companies, responding to U.S. litigation, or raising capital from overseas investors, situations invariably arise that cannot be handled with Japanese legal knowledge alone.
Drawing on New York bar admission, our firm leverages a systematic understanding of Anglo-American law to support international transactions, contract negotiations, and dispute resolution. New York law is one of the most widely adopted legal systems as the governing law for international commercial transactions in the United States, and it is used daily in international commercial dealings, financial transactions, and M&A.
Informed by U.S.-style contract-negotiation practices, document management premised on litigation, preparation for discovery procedures, and an understanding of U.S. regulation (economic sanctions, export controls, the FCPA, and the like), we provide practical support for the overseas expansion of Japanese companies.
That said, the formal issuance of legal opinions and litigation representation concerning U.S. local law (federal regulation, individual state laws, and litigation procedure) are, as a rule, provided in coordination with local U.S. counsel. Our firm serves as the bridge between the Japanese-side client and U.S. counsel, and takes charge of the legal and strategic design of the transaction.
Areas of Practice
1. Cross-Border Contracts and Governing Law - International sales agreements, license agreements, and business alliance agreements - Strategic choice of governing law, jurisdiction, and dispute-resolution clauses - Designing international limitation-of-liability and indemnity clauses - Force majeure and contract change management
2. Response to U.S. Litigation in Coordination with U.S.-Based Counsel - Initial response when litigation is filed in the U.S. - Discovery response and litigation-hold orders - Response to class actions - Disputes over extraterritorial jurisdiction and forum non conveniens - Recognition and enforcement of judgments and asset preservation
3. Cross-Border M&A and Overseas Investment - Due diligence in the acquisition of U.S. and overseas companies - SPAs (Share Purchase Agreements) and Asset Purchase Agreements - Reps & Warranties, indemnity, and escrow design - Closing conditions and regulatory approvals (CFIUS, antitrust, etc.) - Joint venture agreements
4. U.S. Regulatory Compliance in Coordination with U.S.-Based Counsel - Economic sanctions (OFAC SDN list) screening and license applications - Export control regulation (EAR, ITAR) compliance - FCPA (Foreign Corrupt Practices Act) compliance - Data protection (CCPA, etc.; see the "Data Protection" practice area for details) - Antitrust law (Hart-Scott-Rodino premerger notification, etc.)
How We Approach Typical Matters
The following illustrate the kinds of matters we handle and how we would approach them. They are not descriptions of past engagements or results.
Scenario 1: Negotiating a Cross-Border License with a U.S. Company
Drafts presented by U.S. counterparties often contain terms unfavorable to the Japanese side across issues such as (1) exclusivity and field definitions; (2) royalty calculation; (3) audit rights; (4) representations and warranties; (5) indemnities; (6) governing law; and (7) dispute resolution.
In this situation we first sort the issues into those that cannot be conceded, those open to negotiation, and those that can be given up, and prepare counterproposals informed by U.S. practice. On governing law and dispute resolution we design a negotiating position that may include moving to a neutral jurisdiction, and we seek workable landing points on royalty structures and the scope of audit rights.
Scenario 2: Defending U.S. Product Liability Litigation
When proceedings are commenced in the United States in connection with an exported product, service of process, discovery, and litigation hold obligations all arise at once.
In such a matter we assist with (1) selecting local counsel; (2) formulating litigation strategy (weighing early settlement against a full defense); (3) briefing Japanese management and relevant departments and supporting their decision-making; (4) implementing the litigation hold across the organization; (5) handling discovery of Japanese-language documents, including bridging linguistic and cultural gaps; and (6) mediating between U.S. legal risk and the realities of the Japanese business in settlement negotiations.
How to Engage Us
- Initial Consultation (first 30 minutes free / available online): We hear the overview of the matter, the countries involved, and its urgency. Bilingual Japanese/English support is available.
- Estimate and Proposal: We present the scope, timeline, and whether coordination with local counsel is needed.
- Commencement and Progress Sharing: We manage progress with time-zone differences in mind and operate coordination with local counsel efficiently.
- Completion and Aftercare: We can also provide continued international legal support, periodic reviews, and support when entering new markets.
Contact
For consultations relating to international legal work and New York law, please reach out via our contact form. Inquiries in English are also welcome.