Corporate governance - Is structural reform in Japan for real? | Print |

Another interesting note from my colleague - Todd Walzer from iLand6 in Japan.

New Corporate Law in Japan

Is the talk about structural reforms in Japan for real?
Or, just PR? Apparently, it's for real. Even if at a slow Japanese pace.
A new set of laws is being implemented to govern corporate structure, M&A rules, etc. The gist is to bring Japan much more in line with industrialized countries standards.
Until now, limited liability corporations took either the KK pattern requiring 10 Million yen initial capitalization, or the YK pattern requiring 4 Million yen.
Under the news rules, there is no minimum capitalization, and YK is effectively extincted. Likewise, share issuance had been generally limited to common shares. But, from now flexible stock design is possible using preferred shares, more flexible dividend systems, etc.
LLCs have also been enabled, though without the pass-through taxation that U.S. LLCs enjoy.
Concurrent with the more flexible corporate structures is an effort to strengthen corporate governance, with new regulations regarding internal controls, dismissal of directors, and SOX-like laws.
As corporate structures become more sophisticated, legal work which was delegated to scrivener notaries will require lawyers. But, with only 10,000 Japanese attorneys, the trend of foreign law offices forming JVs with local law firms should accelerate.
It is a good time to be a Japanese-speaking foreign lawyer!