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| 1. Development of Japanese Companies outside Japan (in Mongolia) |
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Haraguchi International Law Office is one of the first foreign law firms entered the Mongolian market which is blessed with its vast land (approximately 4 times larger than Japan) and its rich mineral resources (uranium, coal, gold, iron ore etc.). Kaoru Haraguchi, our founding partner, often delivers a series of presentations on Mongolian law and built strong relationships in Mongolia.
To respond quickly to the rapidly changing legal environment in Mongolian, we team up with Mongolian lawyers who are fluent in Japanese and English to support Japanese companies to expand its business in Mongolia.
Recently, when a factory of Japanese company located in Mongolia was locked up, we supported the Japanese company to negotiate with their counterpart in cooperation with Mongolian police officers and successfully opened up the factory in a short time.
In addition, we successfully supported a Japanese bank entering Mongolian market to provide finance and create securities over unlisted shares in a Mongolian bank. Although the validity and countervailing power of such securities have been not clearly stipulated by the laws of Mongolia, we supported the creation of securities upon consultation with the General Registration Office in Mongolia and the Bank of Mongolia.
Also, we have been working for a Japanese transportation company to support its marine transport of mineral resources extracted in Mongolia to Japan through Tianjin, China, and for a Japanese lease company to establish a scheme to create securities over cars.
While blessed with its vast land (approximately 4 times larger than Japan) and its rich mineral resources (uranium, coal, gold, iron ore etc.), Mongolia has a population of only 2.7 million and is bordered by two big countries, Russia and China, which makes the country very sensitive to a foreign investment in lands and sectors in strategically important businesses.
Mongolian Parliament enacted the Law of Mongolia on the Regulation of Foreign Investment in Business Entities Operating in Sectors of Strategic Importance (the “Act”) in May 17, 2012 due to a Chinese state-owned company’s attempt to acquire a mining development company (a joint-venture company of Australian and Canadian mining development companies) engaging in Oyu Tolgoi mining development project, which was said to increase the Mongolian GDP by 30 % each year.
This regulation requested a prior permit from Mongolian government not only for the acquisition of shares in Mongolian mining development companies but also for the creation (not execution) of securities over the shares of Mongolian mining development companies. Such regulations had a huge impact on ongoing mining developments in Mongolia by Japanese companies.
Although the original purpose of this new regulation was to prevent the Chinese state-owned company’s involvement in the Oyu Tolgoi mining development project, it became necessary to obtain a prior approval from the Mongolian government (it usually took about 3 months to obtain approval after applying) when Japanese companies acquire one third or more of shares in a mineral resources development company in Mongolia. As a result of this strict regulation, foreign investment into Mongolia decreased sharply. In order to recover the amount of foreign investment into Mongolia, the Parliament enacted the Law of Mongolia on Investment, which replaces the Law and the Law of Mongolia on the Regulation of Foreign Investment, on November 1, 2013. This new law eased the regulatory approval requirements for foreign private investment and made the registration process for foreign investment more efficient.
 Legal envoironment surrounding stablishment of a foreign invested company in Mongolia
Regulation for exploitation of gold mine in Mongolia
Offshore Loan to Mongolian Company
Establishment of Representative Office in Mongolia
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| 2. Development of Japanese Companies outside Japan (other than in Mongolia) |
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We have been providing legal services to Japanese companies doing business overseas.
Some examples of our recent services are legal assistance regarding restructure and withdrawal of companies that moved into the Chinese market and legal assistance in relation to structural change of investment in Mongolia due to the change in of the regulation on foreign investment in sectors of strategic importance (development of mineral resources, banking and finance, and media and communication).
After the occurrence of the territorial issues between Japan and China, many Japanese companies seriously started to consider withdrawing their business from China. It is, however, never easy to withdraw their business from China. There are many legal, tax and labor issues specific to China, all of which are related to the government permission. We are closely working together with Chinese legal professionals and accountants and work our expert to better serve for the Japanese companies that intend to withdraw its business smoothly from China.
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| 3. Assisting Foreign Company doing business in Japan |
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Kaoru Haraguchi has been assisting foreign companies doing business in Japan for more than 2 decades.
Recently we have provided legal services to listed companies from China, in particular from Hong Kong, to acquire Japanese listed and unlisted companies, and restructure or reorganize such companies.
We also provide foreign financial institutions, in particular, in the US, UK, Hong Kong, Cayman and Cyprus, with legal services in relation to their doing business in Japan in accordance with the Financial Products Exchange Law and the Company Law of Japan.
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| 5. Litigation, Mediation and Other Dispute Resolution Practice |
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Haraguchi International Law Office has been involved in dispute resolution representing companies inside and outside Japan at the Supreme Court, Tokyo High Court, Intellectual Property High Court, Tokyo District Court, Industrial Court and other courts across Japan and other dispute resolution institutions.
One of the recent notable events is the litigation where we represented our international client company ending in our victory (the opposite party was represented by Attorney Mr. Masunaga, a famous litigation attorney).
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| 6. Bankruptcy/Civil Revitalization/Corporate Reorganization |
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Haraguchi International Law Office provides legal advice regarding civil revitalization, corporate reorganization and bankruptcy for clients inside and outside Japan.
In particular, we have been deeply involved in international bankruptcy cases recently.
For an example, we filed the petition for the commencement of civil revitalization procedures on behalf of a Japanese company listed on the first section of the Tokyo Stock Exchange. We also assisted the Company to form the civil revitalization plan and to obtain the court order to refer the plan to voting by civil revitalization creditors. The civil revitalization plan will be approved by the creditor in the very near future.
The background behind this case was that provisional liquidators were appointed to a listed company in Hong Kong, and subsequently, the above Japanese company supported by the Hong Kong company became on the verge of bankruptcy.
In the course of assisting the Company to be revitalized, we did detailed research into Financial Products Exchange Law as well as the listing rules established by the TSE, and provided legal advice to the Japanese company so that it would comply with the relevant laws and regulations.
In addition, we closely examined the practice of the Civil Revitalization Procedure in the Tokyo District Court and the Tokyo Stock Exchange throughout the period from filing the petition for the commencement of civil revitalization procedures until obtaining an order by the Court to refer to voting by the civil revitalization creditors, and spent a lot of time discussing with the Tokyo District Court and the court-appointed Supervisor so that the Japanese Company could meet the strict deadline set by the Tokyo District Court.
For the formation of the civil revitalization plan, we negotiated with the provisional liquidators (it is similar to a provisional administrator in Japan, but their authority is as strong as it is almost equal to that of a reorganization trustee) appointed to the Hong Kong company and the fund in Hong Kong which was a potential sponsor, after sufficient research and full understanding of the insolvency laws and practices associated with the listed company in the Hong Kong stock exchange.
This order to refer to voting by the civil revitalization creditors is a great accomplishment obtained by the Japanese company within a limited amount of time as a result of a very long discussion with Chinese people in English, which can be said to fully show the strength of our firm.
Summary of Bankruptcy Law
Summary of Bankruptcy Law 2
Summary of Bankruptcy Law 3
Summary of Bankruptcy Law 4
Summary of Bankruptcy Law 5
Summary of Bankruptcy Law 6
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Recently Haraguchi International Law Office handles various labor law issues on behalf of foreign capital employers and foreign employees.
For example, we advised a Japanese representative of a Japanese subsidiary of a foreign pharmaceutical company who was dismissed due to the change of the top management of the foreign company in its home country in the Tokyo district court. This case is related to the complex legal issues as to whether a Japanese representative of a subsidiary of the foreign company hired by a parent company of the foreign company is an independent representative director or actually a mere employee of the group of the pharmaceutical companies lead by the foreign company.
We also represented an US citizen dismissed by a subsidiary of German financial institution in the labor arbitration. The main argument in this case was whether the complex financial software development created by our client at the financial institution set up the time bomb upon his dismissal by the financial institution.
We further represented a Chinese employee dismissed by a Japanese subsidiary of US financial institution in the labor arbitration. The issue was whether his performance was poor or not in the global team lead by a person in New York through his boss in Hong Kong.
We have also dealt with other matters which Japanese companies have to face today and are arising from generation gap, such as worker injuries cases and power harassment.
In all of the above cases, we are required to have not only the comprehensive knowledge of labor laws and practices in the Tokyo District Court in both litigation and labor arbitration but also a good command of English and understanding of cultural differences between Japan and other countries.
Success of the above cases demonstrates our strong point of understanding both Japanese laws and foreign culture.
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Haraguchi International Law Office provides a full range of general corporate law advice to its clients.
The firm has numerous experience in negotiations and concluding contracts in the category of corporate governance, finance, license, joint venture and acquisition transactions. Advice regarding to the establishment of branch or subsidiary of foreign corporations in Japan is available as well.
We also handle consultation on the establishment of a Japanese branch office or subsidiary of a foreign corporation.
The office also provides legal advice on regulatory issues in relation to banking, securities, insurance and investment trusts.
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| 9. Merger and Acquisition[M&A] |
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Haraguchi International Law Office has substantial experience in both domestic and international mergers and acquisitions transactions.
The categories of clients cover broad range; e.g. consumer finance, real estate, publishing, and music distribution as domestic companies, and consumer finance, real estate, hotel, telecommunication and audio equipment as cross-boarder cases.
The office has various experiences in the other areas of M&A transactions, such as the acquisition finance and acquisition of assets from the bankrupt trustee of a bankrupt company.
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●Finance (other than structured finance)
Haraguchi International Law Office has substantial experience in handling a wide variety of domestic and international finance transactions, including secured and unsecured loans, syndicated loans, project finance, non-recourse finance transactions and others.
●Structured Finance
Haraguchi International Law Office has extensive experience in securitization of a wide variety of assets, such as consumer loan receivables, small business loan receivables, credit card receivables and lease receivables.
We have accumulated knowledge and experience in the development of real estate securitization or structured finance in relation to real estate. Also it produced results in operation of leisure hotel and structured finance of its business operation.
Haraguchi International Law Office has experience in negotiating governmental agencies in relation to securitization and other types of structured finance. In particular, we have special knowledge in negotiation with the Minister of Land, Infrastructure and Transportation for interpretation of the Real Estate Specified Business Law.
●Islamic Finance
In accordance with revision of laws in 2009 and 2011, Islamic Finance was introduced to Japan, and Islamic Finance in Japan is expected to develop as relationship with South-East Asia countries such as Malaysia which is international Islamic Finance center deepens.
Haraguchi International Law Office is one of the oldest law firms which researched about Islamic Finance in Japan. Currently, we make an alliance with IsFin Islamic Markets Advisors, an Islamic Finance Network and have leading law firm of Sukuk (Islamic bond) in Japan.
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Haraguchi International Law Office has represented clients involved in various real estate transactions.
The firm has provided legal advice on various real estate transactions, including sales, purchase and lease of real properties. The firm has also represented its clients in real estate litigation.
The firm also advises on domestic and international urban redevelopment projects.
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We have deep knowledge and experience in the Anti-monopoly laws and practices of the Japanese Fair Trade Commission.
In recent years, we have represented a company that was subject to the investigation by the investigation division of the Fair Trade Commission. We showed our interpretation of the very difficult issues under the Anti-monopoly laws and provided strong evidence in the market and products to show the action taken by the company did not cause negative impact on the fair competition with the competitor of the company.
We also requested the advice from the trade division of the Fair Trade Commission on behalf of the company before it took a certain action against its competitor as to whether it would cause negative impact on the fair competition with the competitor. By providing strong interpretation of the Anti-monopoly law and sufficient evidence, we obtained the a favorable advice from the Fair Trade Commission after the long and hot debate in the committee among the committee member of the Fair Trade Commission, which is so called a precedent in the issue.
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We are trying to prevent copyright infringements of motion pictures and music through internet, by using the system developed in the United States.
Copyrighted works (music, motion pictures, books etc.) are usually produced by the producer investing significant time and costs. If such works are duplicated without its consents, the copyright holder faces an enormous loss and loses incentives to produce new works. Accordingly, rights of copyright holders have been protected preventing copyrighted works from being duplicated without the consent of the copyright holder in every country.
As a result of the development of the internet, protection of copyright has been extended in many countries by preventing copyrighted works from being uploaded to the internet without the consent of copyrighted holder.
Moreover, the international treaties such as the Berne Convention for the Protection of Literary and Artistic Works provide an equal protection to copyright in its member countries.
For example, the copyright holder of motion pictures in the United States, which is a member state of the Berne Convention, has the rights that its motion pictures are not to be distributed or uploaded without its consent in Japan, which is also a member states of Berne Convention.
Nowadays, it is well known that the copyrights of motion pictures protected in the United States has been infringed through file-sharing software using P2P architectures such as Bit Torrent at high speed and in high volume.
We try our best to prevent the delivery or upload of copyrighted motion pictures at high speed and in high volume without consent though P2P architectures such as Bit Torrent in Japan by using the infringer tracking system developed in the United States.
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Our office deals with many international criminal cases because Kaoru Haraguchi, the director of our office, often received referrals of international criminal cases from the U.S. Embassy, the British Embassy, the Canadian Embassy, and so on.
Recent years, we handled serious criminal cases such as a murder case by an American soldier, an illegal drug smuggling case by Russian citizen and a rape case by an American.
We also take a case of a foreign company selling movies located in foreign servers as digital downloads in justification of such sales.
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