General Corporate / M&A
Our firm consistently offers high-quality legal services in all phases of corporate acquisition and alliance, including scheme planning, due diligence, drafting and negotiation of agreements, closing, and PMI. The wide spectrum of cases that we handle covers merger, company split, stock swap, stock transfer, and other organizational restructuring. We also offer advice on a variety of agreements such as purchase and sale, distributor, and joint venture agreements, as well as provide legal advice concerning various other issues encountered in the course of business.
Corporate matters must invariably be examined while taking tax and accounting into consideration, requiring the cooperation of tax and accounting professionals at different stages. By leveraging our global tax and accounting network, we are able to expeditiously and efficiently offer a wide range of services related to corporate legal matters from diversified perspectives.
Our global legal network is another strong asset. It allows us to seamlessly provide legal support, in cooperation with PwC's global legal network, to Japanese corporate clients for their overseas investments and strategic business alliances, and in matters involving their overseas subsidiaries and affiliates. Likewise, that global reach combined with our expertise in Japanese law enable us to provide our international clients with the same seamless support for all their tax and legal needs in the Japanese marketplace.
Tax advice, tax investigation advice and tax litigation
To meet the tax compliance needs of our corporate clients, our tax lawyers offer integrated advice at all stages from commencement of transactions to litigation including,
- tax advice (advice on structuring, tax law interpretation, and repudiation risk related to various transactions including M&A and financial products);
- advance ruling advice;
- tax investigation advice (specifically, offering expert opinion based on legal knowledge); and
- tax litigation advice (advice related to business judgments on whether or not to proceed with litigation, acting as litigation counsel, etc.).
In particular, because the interpretation and application of tax laws are closely related to the interpretation and application of the Companies Act, the Civil Code and other laws of Japan, we, as legal professionals, are able to offer comprehensive tax advice in view of these complex statutes. Our firm is also qualified to advise on complex matters involving foreign laws such as applying Japanese tax law to events governed by foreign laws and subsequently offering interpretive advice.
Regulatory implications and finance
We offer advice on various regulatory implications, compliance structures, and financial transactions related to the services of financial institutions from the perspective of tax and accounting or from an international perspective.
Real estate transactions and real estate finance
Through collaboration with PwC Tax Japan and the PwC global network, we provide advice in accordance with your needs to help you select the best approaches or options from among the available alternatives.
We have extensive experience in both real estate transactions and real estate finance transactions, including real estate securitization projects and real estate M&A projects. Representing domestic and international real estate funds, financial institutions and developers, we have been involved in a wide variety of transactions including the acquisition, selling, lease and development of real estate in Japan and abroad, such as offices, hotels, residential assets, logistics assets, retail shopping malls and healthcare facilities. Working with the PwC global network, we provide support for both offshore investors looking to invest in real estate in Japan and domestic investors looking to invest in offshore real estate. Based on such experience and knowledge, we provide the following range of high quality services:
Structural review: We provide support from the early stages of your project.
Due diligence: In order to assess and comprehend complex rights and interests related to the target real estate and/or the applicable laws and regulations, we review the real estate registries, boundary confirmations, soil contamination assessment reports, engineering reports and other existing contracts and prepare a legal due diligence report, if requested.
Closing support: We provide legal advice and assist in the drafting of necessary documents, negotiation and closing.
Support for equity financing and fundraising: We provide professional advice and support for the preparation of agreements for fund raising from equity investors, such as tokumei kumiai (silent partnerships), limited partnerships (LPS), public and private REITs and crowdfunding.
Support for debt financing: Our services include drafting, reviewing, negotiating and providing legal advice on non-recourse loan agreements, bond-related agreements, legal opinions and other documents related to debt finance.
Renewable energy projects: Recently, new forms of real estate usage have emerged, such as the installation of renewable energy power equipment on land or on rooftops. To help you engage in such new businesses, we investigate the existing rights and interests in the target real estate and prepare the necessary documents.
Property technology (PropTech)
Legal consultation and litigation: We provide support for (i) tenant-related matters, such as negotiation over rent and non-payment of rent, (ii) neighbour related matters, such as boundary, encroachment and noise issues, and (iii) the management and operation of real estate, such as changes of asset management companies or property management companies.
Restructuring: If any party in a real estate project is bankrupt or in danger of going bankrupt, we can provide legal advice or other legal support for restructuring the project in a timely manner.
Wealth management (inheritance, business succession, asset management, etc.)
PwC Legal Japan provides targeted wealth management advice related to matters such as inheritance (including cross-border inheritance), business succession, asset management, and utilisation of trusts from multiple perspectives such as legal and tax.
In recent years, with revisions to and developments in the legal and tax systems and the increase in the global mobility of people and property, the variety of options available to individuals and companies (especially entrepreneurs, founders, asset owners and their relatives) for their succession of property, asset management and transfer of business have been expanding.
Under these circumstances, PwC Legal Japan’s professionals who are familiar with legal and tax affairs provide thorough, strategic and international services to enable our clients to make the optimal choices according to their needs, and support their implementation in collaboration with the domestic and global PwC member firms including PwC Tax. Specifically, we provide professional advice on the following matters and support for their implementation.
Inheritance, gifts and division of estates (including cross-border inheritance)
Wills and utilisation of trusts
Business succession, corporate reorganisation and M&A
Asset management, preservation, and succession (including overseas assets)
Cross-border investments (including investments in private equity funds and overseas real estate etc.)
Arrangement of capital structure including shareholding relationships
- General legal consultation for entrepreneurs, founders and asset owners
- Other services: Flexible professional support to meet your individual needs
ESG- and sustainability-related legal services
As companies throughout the world face increased pressure to engage in efforts related to the SDGs and ESG (environment, social and governance) , PwC Legal Japan provides professional support to help you achieve management that leads to sustainable growth and development while also solving important corporate and social issues related to ESG. We work closely with the PwC Japan Group and the PwC global network to provide strategic advice, especially from a legal perspective, on specific agendas, and provide legal support for their implementation.
Our primary services in this area are as follows. We are also expanding our offerings to provide effective and efficient services according to your needs and those of society.
• Legal support for business and human rights
We provide legal services to support your human rights initiatives. Specifically, we provide legal support for formulating human rights policies (including the preparation of internal regulations, policy statements etc.); support for implementing human rights due diligence (HRDD) (including risk-based approaches to HRDD, recommendations on preventive measures, mitigation and risk monitoring); review of contracts etc. throughout the supply chain from the perspective of human rights; legal support for specific human rights-related issues; and legal support for the preparation and disclosure of integrated reports.
• Transformation of business models to realise sustainability management
We provide legal services to help you transform your supply chains and business models with an eye on trends in ESG-related legislation and soft law. This includes legal support for structuring advice and legal due diligence (including ESG due diligence). We can also help you prepare and negotiate contracts for M&A and business alliances for building new supply chains and business models, and provide legal support for structuring and contract preparation support for transactions related to sustainability (such as net zero- and climate change-related transactions).
• Building compliance systems to achieve sustainability management
Business activities inevitably run the risk of conflicting with ESG-related legislations and soft laws. To help you mitigate this risk, as well as achieve affirmative sustainability management, we provide legal support for introducing ESG-related compliance programs, building tailor-made internal risk-management systems, ensuring compliance with guidelines and managing internal training programs, as well as other support for building governance and compliance systems to achieve sustainability management.
• Legal support for sustainable finance
We provide legal advice for designing financial instruments based on various legislations and soft laws related to sustainable finance and investment, as well as for structuring, preparing contracts and executing transactions related to project financing for renewable energy power generation facilities.
• Other: ESG-related legal advice and litigation
By leveraging the PwC global network, we also provide other ESG-related legal advice and support and represent our clients in ESG litigation.
In recent years, the number of projects related to the privatisation of third-sector and publicly owned businesses and the number of public-private partnership projects have been increasing, due in part to financial reconstruction efforts by local governments and revisions to public services. These projects require diverse legal considerations encompassing multiple fields, such as corporate law, M&A, restructuring, various regulations and finance, based on a thorough understanding of laws and regulations related to local governments and public businesses.
In public sector-related fields involving the national government, local governments, third-sector companies, private businesses, financial institutions etc., we conduct timely checks and analyses of revisions to relevant laws and regulations, as well as various related guidelines, and provide legal advice according to the characteristics of each project.
Privatisation of third-sector and publicly owned businesses
When local governments find it necessary to discontinue third-sector companies or publicly owned businesses, they have the option of transferring shares and assets of their third-sector companies to private businesses, fully privatising their publicly owned businesses, or liquidating their third-sector companies. We provide appropriate legal advice based on the position of each party concerned, based on our track record in numerous projects related to the privatisation of third-sector companies, municipal land utilization projects etc.
Public-private partnerships and private finance initiatives
In addition to public-private partnerships (PPPs) and private finance initiatives (PFIs), the number of concession projects related to airport, water supply, sewerage and other operations is on the rise. We provide appropriate legal advice based on our extensive experience in dealing with PPP, PFI and concession projects.
Through legal advice in emerging fields such as technology and information law, PwC Legal Japan supports innovative companies that provide new value to the world.
We provide legal advice on various issues related to advanced technologies such as robotics, AI, IoT and FinTech and other X-tech fields. Problems that arise in these areas are often new issues that have not yet been discussed in sufficient detail. We follow up on the latest discussions in these areas and provide legal services based on the latest knowledge.
Historically, information-related laws have been recognised as laws regarding protection—for example, the protection of personal information or measures to prevent information leaks. In addition, awareness of information law as it pertains to the utilisation of information such as big data and personal data is also on the rise, and this awareness is becoming more important for the development of companies. By staying up to date on the latest findings and discussions related to information law, we strive to provide timely and relevant legal support.
We provide comprehensive support for venture companies, including support for the establishment of internal systems and the procurement of funds.
We offer advice, primarily on behalf of employers, on employment disputes including litigation and trials, arrangement of employment rules, and company restructuring, among other matters.
Intellectual property rights, information technology/ Communications
We handle intellectual property matters related to patents, copyright and trademarks, and offer advice on contracts concerning information technology and communications as well as all related laws and regulations. We also handle applications and registrations for every kind of intellectual property matter as well as measures to deal with disputes which may arise concerning intellectual property.
Governance and compliance (including corporate secretarial services)
We offer advice on the required measures necessary for compliance with sophisticated and complicated laws and regulations and the maintenance of internal rules and organizations from the viewpoint of compliance, in accordance with our clients’ needs. Additionally, we provide corporate secretarial services including preparation of minutes for shareholders' meetings and directors' meetings, and advice on related matters.
Restructuring and reorganization
Our lawyers have extensive experience in finance, corporate, insolvency-related matters and tax-related matters, representing debtor companies that are experiencing financial difficulties, as well as their creditors, investors and other related parties. We provide prompt and appropriate advice and other services to help you select the best approach or option from among the available alternatives, and provide support for implementation as well as any post-closing matters, in collaboration with PwC Tax Japan and other member firms of the PwC global network. We provide advice on the following matters and support for implementation.
Support for debtor companies experiencing financial difficulties
We provide support for companies aiming for early business recovery, through civil rehabilitation procedures or other legal insolvency procedures, or through various methods of early stage restructuring such as out-of-court workouts, M&A, consolidation or liquidation of subsidiaries, transfer of business and voluntary early retirement of employees. We can help you concentrate your management resources on growth and highly profitable businesses. We also provide support for procuring the necessary funds, through refinancing, DIP (debtor-in-possession) finance and other means.
In collaboration with other member firms of the PwC network, we can help you develop your restructuring plans, and to find and negotiate with new sponsors or investors who support such restructuring plans.
Support for financial institutions and other creditors
In cases of insolvency of a party in finance transactions or other BtoB transactions, we provide the following support for financial institutions and other creditors seeking to collect the creditor’s funds that were invested in such transactions. Especially in complicated transactions, such as structured finance transactions or cross-border transactions, which require knowledge and collaboration on a cross-border basis, we provide support for creditors, based on our extensive knowledge and experience of finance and restructuring projects.
Structuring DIP finance, creating security interests, assignment of receivables and/or the debtor’s assets, support for development of debt restructuring plans for debtors, negotiation with debtors and interested parties, and monitoring the debtor’s performance regarding the restructuring plans
Enforcement of security interests, declaration of default, settlement of offsets and execution of the creditor’s various contractual rights
Support and representation for creditors in relevant disputes and other court procedures
Support for cross-border restructuring
We provide the following support in collaboration with the PwC global network:
Restructuring and reorganization of offshore subsidiaries and group subsidiaries, and liquidation of offshore entities
Monitoring overseas insolvency proceedings or restructuring procedures
Exercising various rights pertaining to overseas debtors, negotiating contracts and support for other responses to overseas creditors and business partners, etc.
Corporate rehabilitation and bankruptcy
Our firm advises on and assists with the implementation of measures to be taken by creditors or sponsors when business partners suffer financial difficulties, while giving consideration to legal proceedings such as bankruptcy and rehabilitation procedures.
Litigation and arbitration
We offer advice on and representation for court procedures for a wide range of legal areas from general business matters to highly specialized areas including tax and commercial matters, intellectual property rights, and labor matters. We also provide services related to alternative dispute resolution procedures such as arbitration, civil mediation, and other non-contentious matters.