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The article discusses the hostile takeover bid by Oji Paper Co. Ltd. to acquire Hokuetsu Paper Mills Ltd. in Japan. Many factors in the deal has made the protracted battle for Hokuetsu Paper Mills a controversial landmark in Japanese corporate behavior. The media and the market liked the idea of the Oji bid. The deal would create one of the five largest paper companies in the world.

The article reports that the Japanese government has warned against poison pills and other defensive measures by corporates. The government released a consultation paper on August 8, which stated that measures aimed at protecting their own interests by croporates could have a negative effect on productivity and in the long run fail to raise corporate efficiency. The paper, released by the Cabinet Office is at odds with the stance taken by the country's courts in recent weeks. In their dealings with Bull-Dog Sauce Co.'s poison pill administered to U.S. hedge fund Steel Partners LP' unsolicited takeover bid, the Tokyo District Court, Tokyo's High Court and finally Japan's Supreme Court all rejected Steel Partners appeal.

The article discusses the Japanese Ministry of Justice's release of an interim proposal to amend the nation's Companies Act as of 2018, and it mentions how stock companies are required to provide printed paper copies of shareholder meeting materials such as financial statements and business reports to shareholders. An electronic provision system for the dissemination of shareholder meeting materials is examined, along with the attitudes of shareholders in Japan.

Using Cayman Islands vehicles for Japanese securitizations brings originators and arrangers the benefit of a user-friendly jurisdiction. Involvement of Cayman Islands special purpose vehicles in Japanese structured finance transactions ranges from the simple use of Cayman corporate vehicles as holding companies at one end of the spectrum to the use, at the other end, of a Cayman company as the entity that itself issues notes or asset-backed commercial paper, enters into credit derivative transactions or assumes obligations in credit-linked loan transactions. At each extreme, the involvement of a Cayman company is testament to the particular features of Cayman Islands corporate and insolvency law that continue 10 make the Cayman Islands the offshore jurisdiction of choice for structured finance transactions.

The article reports on the implementation of the electronic share certificate system under the Law on Book-Entry Transfer of Corporate Bonds, Stock and Other Securities on January 5, 2008 in Japan. The author states that the electronic share certificate system enables the transfer of shares become safer and more efficient. In addition, the system enables listed companies to frequently update their list of shareholders and data on quantity of shares owned by each particular shareholder.

The article discusses the measures taken by companies at the cost of their work efficiency in Japan. A consultation paper released on August 8, 2007, warned the companies against poison pills and the defensive measures taken by firms. Further the paper stated that the defensive measures which are aimed at protecting their own interest could have a negative effect on productivity and in the long run would hamper its efficiency. The Japanese government passed the triangular Merger Laws to increase foreign direct investment. It is stated that allowing local subsidiaries of foreign companies to use shares in its parent to purchase a Japanese firm, the system was expected to encourage hostile takeovers.

Of that roughly $400mn to $820mn can be attributed to commercial and industrial properties, according to Verisk. [ABSTRACT FROM AUTHOR]

The article discusses certain issues related to the Electronically Recorded Claims System, a book-entry system for monetary claims introduced in Japan on June 27, 2007. The system creates a type of monetary claim that will be created and assigned only by entry in the electronic registry maintained by the recording institution. The system is developed according to a law formulated by the Japan Ministry of Justice (MOJ) and the Japanese Financial Services Agency (FSA). The law provides the creation, assignment, extinguishment and other treatment of electronically recorded claims and for the businesses and supervision of the electronic claims recording institution.

This article reports that Japan is finally trying to meet the demands of the business community for access to more lawyers and a true one-stop-shop for domestic and international advice. By Tom Goodwin, head of trade policy at the British Embassy in Tokyo. Much of Japans legal system, and particularly the Civil Code, remained unchanged into the 21st century. The Judicial Reform Councilstarted the momentum with its June 2001 paper that called on the government to implement far-reaching reform of the judicial system. The changes now under way herald a big step forward for the legal and business communities, as well as for the flexibility of the Japanese economy.

As part of the Japanese government's securities market reform, amendments to the Cabinet Order and the Cabinet Office Ordinances relating to the Securities and Exchange Law took effect on April 01, 2003. The amendments require disclosures to the Japanese public securities market to be more informative and credible. Changes to corporate disclosure require the company to disclose business risk factors, management's discussion and analysis of financial condition and results of operations and corporate governance conditions in its securities registration statement and annual securities report. In addition, a representative of the directors of a company may voluntarily attach a paper in which the representative confirms the appropriateness of the statements made in a securities registration statement, an annual securities report and a semi-annual securities report to such documents. Private placements to a small number of investors may solicit no more than 49 investors. Before the amendments, all solicitations to qualified institutional investors were included in calculating the 49 investors. But after the amendments, solicitations to qualified institutional investors are not included in the calculation if the number of qualified institutional investors is less than 250 and certain transfer restriction requirements are satisfied.

The Japanese government has been improving both the information flow and accessibility for investors in its public and private capital markets, in line with global best practices. Recent disclosure reforms in Japan consist of two trends--increasing informative disclosure in public capital markets and enlarging private capital markets that do not require a disclosure obligation. It is necessary to require disclosure contents to be more substantive and credible for the general investors in the public capital markets, to facilitate participation. In the private capital markets where participants are limited to mainly professional investors, an issuers disclosure obligation is not necessarily required because professional investors are usually able to obtain useful investment information and make decisions at their own risk regardless.

The article offers information on companies which have won awards in the field of securitization. It mentions that Reserve Bank of New Zealand has issued a consultation paper proposing that New Zealand covered bonds should either be standardized on the structured model developed for the company BNZ. It informs that the company Prudential Mortgage Asset Holdings has financed three billion debt to a property trust formed by a Japanese Real Estate Investment Trust (J-Reit)

The article reports that the Disclosure System Working Group of Japan's Financial Services Agency (FSA) has issued a report proposing to increase the variety of disclosure documents which a foreign company may submit in English language instead of Japanese. It mentions that the system will help in increasing the number of foreign entities raising funds in Japan. It informs that disclosure system has launched exchange-traded funds (ETFs) to attract foreign entities to Japan's capital markets.

The article presents information on the Electronically Recorded Claims Act recently passed by the Japanese government to address the use of monetary claims that are electronically recorded, so paperless. The Act includes include commercial paper and accounts receivable that are transferred electronically, which means in a safer manner than the traditional scheme. It provides processes for the creation and transfer of electronically recorded claims. It defines electronically recorded claims as monetary claims, the generation or transfer of which is required to be electronically recorded under this Act. It also attempts to protect information recorded in an electronically recorded claim.

J Ryan Dwyer III, Tsuguhito Omagari and Andrea Ng, K&L Gates [ABSTRACT FROM AUTHOR]

The article reports that the electronic share certificate system in Japan will be implemented on January 5, 2009 under the Law on Book-entry Transfer of Corporate Bonds, Stocks and Other Securities. As reported, upon implementation, shareholders' rights in all listed companies will be recorded and managed electronically in transfer account books by record-keeping organizations such as banks and securities companies. It is also reported that for a non-Japan Securities Depository Centre (JASDEC) shareholder, even if the actual shareholders' names appear on the list of shareholders and their rights are correctly recorded, a transaction involving their shares cannot be executed if the rights to the shares remain in the special account created for the transition as previously mentioned.

Takashi Toichi and Takeshi Fukatsu of Anderson Mori & Tomotsune examine recent revisions to the corporate governance regime in Japan [ABSTRACT FROM AUTHOR]

The article reports that the Japanese Institute of Certified Public Accountants (JICPA) recently proposed revised guidelines for comfort letters delivered to lead managers in connection with securities offerings. As the comment period expired on February 19 2007, it is expected the revisions will be adopted shortly. Although the guidelines state they are applicable to offerings within Japan, the proposals have raised hackles in the international investment banking community.

Piotr Zembrowski from CFA Institute examines areas for improvement for corporate governance in Japan [ABSTRACT FROM AUTHOR]

The article focuses on regulations in Japan, which do not approve outside directors and statutory auditors to be executive directors, executive officers, or employees of the firm concerned or of its subsidiaries. Also, the Japanese Companies Act does not exclude executive officers or employees of parent companies and business counterparties from appointment as outside directors and statutory auditors, even when their appointment could concern minority shareholders over possible conflicts of interest.

The article focuses on changes in Tokyo Stock Exchange (TSE) rules related to private placements amid global financial downturn. According to the TSE share ownership survey in 2008, the market value and the number of share holders decreased by 4 percent and 3 percent respectively. Japan is stated to address shareholder dilutions through private placements to third parties, third party allotments to attract the foreign investors back. The TSE's change in listing rules announced in May 2009 are stated to have a big effect on international transactions.

The article outlines deal protection provisions related to merger and acquisition transactions involving public companies in Japan and summarises four merger agreements with publicly disclosed deal protection provisions. Exclusivity provisions are included in a memorandum or other preliminary agreement that requires negotiations for a specified period leading up to execution of a definitive agreement. These provisions generally contain no specified penalties for breach and would fall away when the definitive agreement is executed. According to provisions of one of the four agreements related to merger of Citigroup Japan Investments LLC and Nikko Cordial Corp., Nikko is required to pay Citigroup Inc. a termination fee of ¥5 billion.

The article discusses how Japan's new financial instruments law will impact real estate investment funds. An entirely new regulatory framework will be provided by the Financial Instruments and Exchange Law (FIEL) and will impact private investment funds targeting real estate. An asset manager would probably need to register for investment advisory business or investment management business under the FIEL.

The article assesses the banking laws and regulations under the Basel II Accord in Japan. According to the author, the Basel II appears to have caused a drop in Japanese banks' fund investment, and the Japanese Financial Services Agency (FSA) seems to be the leading regulator in the implementation of Basel II globally. Moreover, the author discussed the FSA's standardized and internal-ratings based approaches in measuring credit risks.

The article discusses corporate governance in Japan. The Corporation Law was drafted to modernize the previous law, and is expected to have a big impact on corporate governance. It could enable cash-out mergers, triangular mergers that deliver parent companies' shares, or other forms of flexible corporate reorganization. The Corporation Law has greater flexibility in governance structures and gives companies a wider range of options for their articles of incorporation.

The article presents information on the 5% Rule or Japan's large shareholding reporting regulations. A shareholder who holds more than 5% of the total number of outstanding shares in a company listed in the Japanese market has to file a large holding report. The purpose of this reporting requirement is to inform investors on a timely basis of the existence of a holder whose purchase, holding or sale of a large block of shares could influence the share price.

The article presents information on the amendments to the Tender Offer Regulations in Japan. The regulations governing tender offers have been amended to modify the process and target securities of tender offers, as well as to expand the types of transactions that are exempted from a tender offer. These amendments involve the digitalization of disclosure documents, changes to the types of securities that are targets of a tender offer, the expansion of the exemptions, and the regulation of off-hours trading.

This article reports that Japan's commitments to the Kyoto Protocol mean emissions trading must develop rapidly, but a legal infrastructure is urgently needed. With the Protocol to enter into force on February 16 2005, the government is under pressure to prepare for the first commitment period beginning in 2008 by developing its infrastructure to support a domestic emissions trading market. In particular, there is a need to confirm accounting practices for emissions trading and the legal nature of an emissions credit. Japan's emissions trading is mainly based on the system envisioned under the Protocol and further elaborated on in the Marrakech Accord, which set a rule to implement the scheme provided by the Kyoto Protocol.

This article discusses that project finance in Japan is booming as security packages evolve to meet the demands of increasingly complex transactions. Ten years ago, when asked whether it was possible under Japanese law to create an effective security package for a Japanese project finance transaction, lawyers would typically have answered: "yes, but it has not yet been tested". In 2004, more than 50 private finance initiative transactions and 100 project finance transactions have been closed, each with a solid security package. The market value of PFI in Japan will exceed $10 billion in 2005, according to the November 18 2004 edition of Nihon Keizai Shimbun. Deals in the planning process include the $2 billion upgrading and expansion of Haneda Airport, the $1.5 billion construction of a new office building for parliamentarians and the construction of several new hospitals. Of the 170 PFIs listed on the government's website, 43 deals are national or quasi-national government projects.

The article presents information related to the Japanese economy. Authors comments that if Japan does not push ahead with the necessary tax reforms to tempt foreign investors to buy stakes in domestic companies, its productivity and economic growth will continue to lag. According to foreign investors, Japan must prove over the coming months that it can live up to its promises. If the government is to hit the target Prime Minister Junichiro Koizumi set 18 months ago to double foreign direct investment to $120 billion by 2008 and show it is serious about wanting to revitalize the economy to win back some of the ground it has lost globally, it must start to remove restrictions on foreign companies entering the country. INSET: Pushing foreigners out.

The article presents information on restrictions on investment through funds of funds after extensive deregulation. It may be a surprise for foreign fund operators to learn that there are few restrictions under Japanese law on the so called fund-of-funds structure. This is a result of the deregulation in Japan of investment trusts investing in other investment funds, which was achieved by amendments to rules of the Investment Trust Association of Japan that apply to Japanese investment trusts established under Japanese law and to rules of the Japan Securities Dealers Association which are applicable to foreign investment funds offered in Japan.

In this article, authors present an overview of laws related to mergers and acquisitions in Japan. The Commercial Code, Antitrust Law, Securities and Exchange Law, and Stock Exchange Rules are of primary importance in governing merger and acquisition activity. With the introduction of a simplified merger system and a pure holding company system in 1997, the equity swap/transfer system and corporate split system have been evolving, allowing for an increase in merger and acquisition activity. In terms of scale and legal impact, merger and acquisition transactions between domestic financial institutions have been the most significant, most notably in the announced merger of Mitsubishi-Tokyo Financial Group and UFJ Holdings.

The article discusses recent amendments to Japan's banking regulatory framework primarily based on the Japan Revitalization Strategy 2016. Topics covered include how the amendments are expected to boost the profile of financial technology (fintech) companies and enhance the protection of customers using their services, the latest legal and regulatory changes affecting the fintech industry, and the regulation of bitcoin and virtual currencies in Japan.

Asia's financial centre is a latecomer to the world of competition. Starting this month companies must adjust to new prohibitions and new regulators [ABSTRACT FROM AUTHOR]

The article offers information on Eriko Watanabe, an antitrust partner with law firm Nagashima Ohno & Tsunematsu in Tokyo, Japan, and also lists various lawyers in Japan. Watanabe's areas of expertise include antitrust, merger control and cartel regulation. She worked at Kirkland & Ellis in Chicago, Illinois from 1994-1995 as a visiting attorney, after which she served as a deputy director of the Fair Trade Commission of Japan from 1995-1998. She started teaching antitrust and corporate practice as a professor at Keio Law School from 2004-2007. Along with giving lectures she has also penned many publications. A list of lawyers and their law firms is also presented, which includes Somuku Limura, Hideto Ishida, and Kenji Ito.

The article describes the impact of takeover defences adopted by Japanese companies on the interests of their shareholders using a hypothetical company Yamato Aluminum. The most popular new form of takeover defense in Japan is the so-called advance warning plan. It looks very reasonable and proponents claim it will increase value for shareholders by protecting their interests. In fact, the motivation for many of the plans is killing deals while avoiding director liability. And many of them are carefully designed to entrench any potential mergers, most likely decreasing shareholder value rather than increasing it.

The scandal engulfing Olympus, has thrown into question the country's readiness for foreign involvement. But a 20-year old call to action on the same compliance issues, as raised by this scandal, rubbishes the notion it will prompt any significant regulatory reform [ABSTRACT FROM AUTHOR]

The article presents information related to financial market of Japan. To protect the interest of investors, the Securities and Exchange Law requires that information material related to an investment decision should be made public. When securities of more than ¥100 million are issued by companies, it would be mandatory for companies to file a securities registration to the Local Finance Bureau (LFB). In addition to this listed companies are required to disclose certain corporate information about their company in a report filed with the LFB on a semi-annual basis.

Reports on the limitations of Japanese merger reforms intended to use foreign company shares in stock-for-stock deals. Necessity to remove prohibitive tax burdens for success of the reforms; Comparison between laws for using foreign company shares in merger deals in the U.S. and Japan; Needs for further amendments in corporate laws in the country.