Corporate Accounting System and Its Operation

Corporate accounting activities mostly concern matters relating to corporate accounting system operations.  Recently, many amendments have been made to laws and regulations to clarify and improve accounting policies, and new regulations have been introduced with regard to the appointment of external auditors and the operation of the internal accounting management system.  In addition, there have been cases where a number of stakeholders such as shareholders and creditors raised issues or disputes in relation to corporate accounting and finance.  Our Corporate Finance Practice provides legal advisory services for compliance with laws and regulations concerning corporate accounting system and operations as well as comprehensive advice on preemptive measures to prevent legal risks for companies and their management.

Exploring Financing Options, Finding Optimal Solutions and Supporting Implementation

There are various financing methods, ranging from equity financing to debt financing through issuance of corporate bonds or borrowing of funds.  There is also a financing method somewhere in between called mezzanine financing, which involves issuance of bonds with warrants, convertible bonds and exchangeable bonds.  Recently, the so-called perpetual bonds, hybrid capital securities and total return swaps are in wide use, adding even more diversity to existing corporate finance methods.  Among such various financing methods, we explore a number of options that can address the needs and situations of our clients and come up with optimum financing solutions for each of our clients based on comprehensive legal, tax, financial and strategic analysis.

Based on the optimum financing plan that has been selected, our Practice sets up detailed transaction timelines.  In addition to execution of investment-related agreements, financing may require compliance with public offering regulations such as submission of registration statements or undergoing of relevant disclosure and registration procedures depending on the financing method.  Also, in some cases, foreign exchange reporting, business combination reporting, other permits and approvals, and consultation with regulatory authorities can also be a problem.  Our Practice establishes specific and detailed financing timelines for transactions by reviewing various legal issues and assists clients in the implementation process.

Review of Major Corporate Action Issues and Support with Implementation

Corporate finance activities involve a variety of corporate actions such as acquisition/cancellation of treasury stocks, reduction of reserves, reduction in capital, approval of financial statements, and dividends.  Depending on the financial condition of individual companies, restrictions under contracts executed by individual companies, and laws and regulations applicable to individual companies, such corporate actions relating to corporate finance may give rise to a variety of issues such as feasibility, procedural restrictions, and disclosure/reporting.  Our Practice Group reviews major corporate action issues relating to corporate finance and sets up detailed implementation timelines based on such reviews as well as comprehensive support in connection with implementation of the approval process involving board of directors/general meeting of shareholders, report to the supervisory authorities, disclosure and registration.

Assistance in Revising Bylaws on Corporate Finance Activities and Reviewing Existing Contracts

Regarding corporate finance activities, there are cases that require a basis for the articles of incorporation in addition to legal basis or cases that require incorporation of provisions of applicable laws and regulations into bylaws or establishment of bylaws based on applicable laws and regulations.  Also, in some cases, it may be necessary to obtain consent from, or consult with, existing investors and creditors for certain corporate finance activities.  Our Practice assists with revisions of articles of incorporation and other bylaws that can become problematic in the course of corporate finance activities and ensures in advance that there are no elements in existing contracts that may restrict corporate finance activities.

Our Corporate Finance Practice has advised a variety of clients ranging from small and medium-sized companies to affiliates under large corporate groups and financial holding companies and their subsidiaries.  Through this experience, our Practice has accumulated expertise and knowhow over the past 30 years to provide customized legal services to our clients.  As a result, we have become a front-runner in all corporate finance-related areas and are playing a leading role in many important corporate finance issues.

Capital Increase

• Advised a number of listed conglomerates on capital increase.
• Advised a number of financial institutions on capital increase.
• Advised on a number of cases involving capital increase through debt-to equity conversion.
• Advised on a number of cases involving capital increase through in-kind contribution.

Corporate Finance/Accounting

• Advised a number of listed conglomerates on acquisition/cancellation of treasury stocks.
• Advised a number of listed conglomerates on procedures for reduction of reserves.
• Advised a number of listed companies on procedures for dividend distribution.
• Advised a number of companies on revision of articles of incorporation and other bylaws.
• Advised on a number of external audit and internal accounting control systems.
• Advised on financial regulations such as equity ratio of financial institutions.

Corporate Governance Restructuring (in Cooperation with the Corporate Governance Practice)

• Advised Group A on conversion into a holding company through a spin-off merger of a listed affiliate.
• Advised Group B on conversion into a holding company by merging affiliates.
• Advised Group C on corporate governance restructuring by merging affiliates.
• Advised Group D on the establishment of a holding company.
• Advised Group E on the establishment and operation of a holding company.
• Advised Group F on corporate governance restructuring involving a spin-off of affiliates and establishment of a holding company.
• Advised a number of medium-sized groups on establishment of and conversion into a holding company.
• Advised a number of financial groups on business restructuring.
• Advised on establishment and operation of a number of financial holding companies.