International (New York Law)

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.

Our firm's stance is to "think like a U.S. lawyer while working as a Japanese lawyer." 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.

1. Cross-Border Contracts and Governing Law - International sales agreements, license agreements, and business alliance agreements - Strategic choice of governing law, jurisdiction, and arbitration clauses - Deciding whether to exclude or make use of the Vienna Sales Convention (CISG) - Designing international limitation-of-liability and indemnity clauses - Force majeure and contract change management

2. International Arbitration and ADR - Handling filings before the ICC (International Chamber of Commerce), SIAC (Singapore), JCAA (Japan), and others - Designing arbitration clauses (arbitral institution, seat of arbitration, and appointment of arbitrators) - Support in participating in arbitration proceedings and coordination with local counsel - Enforcement of arbitral awards (under the New York Convention) - Support in using mediation

3. Response to U.S. Litigation - 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

4. 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

5. Overseas Fundraising - Accepting investment from overseas VC and PE (SAFE, Convertible Note, Series A, etc.) - Term Sheet negotiation and shareholders' agreements - Support for U.S. Delaware incorporation (Delaware Flip) - Overseas IPO–related legal work (on a coordination basis)

6. U.S. Regulatory Compliance - 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.)

A deep-tech Japanese startup entered negotiations to license its patented technology to a U.S. Fortune 500 company. The contract drafted by the other side ran to dozens of pages and contained terms disadvantageous to the Japanese side on numerous points: (1) the definition of exclusivity and field; (2) the royalty calculation method; (3) audit rights; (4) Reps & Warranties; (5) indemnity; (6) governing law (the other side insisted on its own state's law); and (7) dispute resolution (the other side insisted on a U.S. federal district court).

Our firm achieved: (1) classifying the key issues into "non-negotiable / room to negotiate / can concede"; (2) presenting counterproposals for each issue informed by industry norms and U.S. practice; (3) changing the governing law to neutral New York law and dispute resolution to ICC international arbitration (seated in Singapore); (4) changing the royalty to a tiered structure; (5) limiting audit rights to a reasonable scope; and (6) adjusting indemnity to a scope coverable by insurance. Signing was reached over a four-month negotiation, and the relationship has continued favorably since.

A mid-sized manufacturer was sued for product liability in California, U.S., in connection with its product exported to the U.S. The amount in controversy was on the order of several million dollars, and receiving court documents (service) locally, responding to discovery, and complying with a litigation-hold order became urgent tasks.

Our firm carried out: (1) support in selecting local counsel; (2) formulating an international litigation strategy (supporting the decision between early settlement and a full defense); (3) explaining the situation to the Japanese-side management and relevant departments and supporting their decision-making; (4) instilling the litigation hold throughout the company; (5) discovery response for relevant documents within Japan (bridging linguistic and cultural gaps); and (6) bridging U.S. legal risk and Japanese corporate culture in settlement negotiations. Ultimately, through a monetary settlement without admission of liability, the matter was resolved while minimizing reputational impact.

At a joint venture (50:50 shareholding) jointly established by a Japanese company and a Southeast Asian company, conflict over management policy deepened, and ICC international arbitration proceedings were commenced under the joint venture agreement. The seat of arbitration was Singapore, and the matter was heard before a panel of three arbitrators.

Our firm supported: (1) formulating the arbitration strategy; (2) coordination with local counsel (Singapore); (3) the arbitrator-appointment strategy; (4) support in preparing submissions and documentary evidence; (5) preparation for witness examination (including cross-examination preparation for the Japanese-side witnesses); (6) settlement negotiations; and (7) a preliminary assessment of the enforceability of the award across the relevant countries. Ultimately, a settlement was reached in the form of dissolving the joint venture with a share buyout by one party, securing the continuity of both companies' businesses.

1. Initial Consultation (30–60 minutes / available online): We hear the overview of the matter, the countries involved, and its urgency. Bilingual Japanese/English support is available.
2. Estimate and Proposal: We present the scope, timeline, and whether coordination with local counsel is needed.
3. Commencement and Progress Sharing: We manage progress with time-zone differences in mind and operate coordination with local counsel efficiently.
4. Completion and Aftercare: We can also provide continued international legal support, periodic reviews, and support when entering new markets.

• Initial consultation: Free for the first 30 minutes; time charge thereafter
• English-language contract review: Estimated JPY 100,000–300,000
• English-language contract drafting and negotiation support: Estimated JPY 300,000–1 million
• International arbitration and litigation response: Individual estimate (time charge)
• U.S. regulatory screening and guidance: Estimated JPY 200,000–800,000
• Retainer (including international legal work): Estimated JPY 200,000–500,000 per month

For consultations relating to international legal work and New York law, please reach out via our contact form. Inquiries in English are also welcome.