Japan

Key Practice Areas

Corporate

We advise our clients on the full suite of corporate matters involving Japan, including cross-border M&A transactions, shareholder activism, foreign direct investments, strategic alliances and joint ventures, licensing, real estate, cybersecurity and data privacy matters, and other legal issues that may arise as our clients operate and expand their businesses globally.

Disputes

For Japanese clients facing litigation or other contentious matters outside of Japan, we offer a highly experienced cross-disciplinary bench of litigators, routinely deemed “one of the most feared” by BTI Consulting.

For disputes that are subject to an arbitration agreement, we have an unparalleled international arbitration team spread across multiple offices that represents clients in commercial arbitration proceedings conducted under the rules of all of the major arbitral institutions, as well as in ad hoc arbitral proceedings. We also boast one of the most active, experienced, and successful investor-state arbitration practices in the world.

For clients facing litigation or other contentious matters in Japan, we partner with select local counsel to provide strategic litigation management, ensuring a close alignment between the client's objectives and the litigation strategy implemented on the ground.

Antitrust

For our Japanese clients, we offer our antitrust/competition practice, globally recognized for its breadth and depth of experience and its track record of excellence before government enforcers and in the courts. Our strong understanding of the antitrust agencies, frequent dealings with them and deep bench of lawyers with senior government experience in the US and Europe provide us and our clients with valuable insight and credibility – key elements for clearing deals and addressing criminal and civil conduct investigations.

Investigations, FCPA and Compliance

For clients doing business in Japan, as well as for our Japanese clients seeking to do business overseas, we help minimize the risks associated with their operations throughout the business cycle. We conduct investigations, perform compliance due diligence and integration, provide compliance training, and design compliance systems. We have broad experience mitigating risk in diverse areas, including data security and integrity; charitable contributions; public tenders; state-owned media; design institutes; and third-party intermediaries, such as distributors and travel agencies.

Life Sciences & Regulatory

Our Japan team helps clients identify the most efficient regulatory pathways and implementation strategies for the Japan market, including technology transfer, licensing, co-development, and importation versus local manufacturing.

Our internationally ranked life sciences regulatory and transactions teams advise our Japanese clients on conducting clinical trials overseas; product registrations in other jurisdictions; regulatory advice; data protection; commercialization efforts, such as advertising and promotion; wholesale and retail distribution; and pricing and reimbursement. We also assist with responding to regulatory inspections and adverse event reporting and product recalls.

Intellectual Property

Our well-recognized and respected Intellectual Property (IP) team litigates and counsels on all aspects of IP for our Japanese clients seeking to protect and commercialize their IP overseas in key, economically vibrant industries. We actively assist Japanese clients with their global IP portfolios in sectors where cutting-edge IP protection and brand integrity are critical, including technology, life sciences, medical devices, consumer goods, food and beverage, fashion and luxury, and media. Our record across jurisdictions has earned us the reputation as a go-to firm to handle complex, high-stakes cases where the right to make or sell core products may be at risk.

Export Control & Sanctions

Our leading Export Control and Sanctions practice regularly counsels companies, financial institutions, sovereign governments, non-profit organizations, and individuals doing business in Japan, as well as Japanese businesses seeking to expand operations overseas, on compliance issues with the US Department of State's International Traffic in Arms Regulations (ITAR), the US Department of Commerce's Export Administration Regulations (EAR), and sanctions laws administered by the US Department of the Treasury's Office of Foreign Assets Control (OFAC). On behalf of our Japanese clients, we conduct internal investigations, make voluntary disclosures when appropriate, secure licenses and authorizations from the relevant governmental agencies, and defend clients in the face of civil enforcement actions and criminal prosecutions.

Technology Transactions

Japan innovators across an array of industries looking to expand overseas, and international innovators doing business in Japanese, rely on our Technology Transactions team to help get their ideas realized. Our team leverages broad expertise in science, engineering, business, and law to gain an in-depth understanding of our clients' groundbreaking technologies and relevant markets, provide targeted advice and insights, and craft and negotiate IP and technology-driven commercial arrangements for procuring, protecting and commercializing our clients' key assets. This integrated approach to problem-solving gives clients the credibility and competitive edge needed to mitigate risks and achieve their goals when negotiating business-critical commercial arrangements and fast-paced, high-profile deals.

Labor & Employment

We provide well-informed, creative advice to help Japan-based clients navigate the ever-changing landscape of labor and employment laws across the US, UK, EU, and Asia to achieve their business objectives without incurring liability, including in connection with business transactions or when dealing with labor unions. We recognize that the most valuable advice we can provide is often that which prevents problems before they arise. Should litigation arise, our combination of litigation experience and substantive expertise makes us uniquely qualified to handle all types of employment cases, from the typical single-plaintiff case to the complex, "bet the company" class action lawsuit.

Employee Benefits

Arnold & Porter's Employee Benefits practice brings a multidisciplinary approach to solving our Japan-based clients' problems, with our lawyers having deep experience not only with US ERISA and US, UK and EU tax law aspects of compensation and benefits programs, but also with corporate, securities and employment law aspects that often are key to developing comprehensive solutions. Our employee benefits attorneys work with clients on a wide range of compensation and employee benefit plan matters. We provide advice on the tax code's rules governing executive compensation; the compensation and benefits aspects of mergers, acquisitions and bankruptcies; fiduciary duty and prohibited transaction rules under ERISA; tax-qualified plans; and plan terminations. We handle complex compensation and benefits-related projects, as well as day-to-day counseling on compensation and benefits matters.

Syndicated & Leveraged Finance

Our Syndicated & Leveraged Finance practice counsels major US and international lenders and borrowers worldwide, including Japan clients. We represent our Japan and international clients in a broad array of transactions, ranging from the most intricate and complex financings to more traditional transactions. Our lawyers are involved in all aspects of structuring, negotiating and documenting matters for our clients, and we collaborate with lawyers throughout the firm to address the corporate, securities, tax, and other issues that arise in these transactions. Our clients include major financial institutions, private equity and hedge funds, business development companies, and other institutional and non-bank lenders, as well as US and international companies in a variety of industries, including computers, communications, construction, government contracting, manufacturing, financial services, real estate, airlines, energy, healthcare, biotechnology, pharmaceuticals, resorts, publishing, and consumer products.

Bankruptcy & Restructuring/Distressed M&A

We regularly advise foreign clients looking to purchase or invest in distressed companies located in the US. That experience includes representing Japanese companies as bidders for distressed assets or businesses, and we were one of the first US firms to represent a Japanese company in its successful purchase of a distressed business out of bankruptcy. In addition, we represent foreign clients looking to reorganize, recapitalize, or sell distressed subsidiaries or affiliates in the US. We also advise foreign clients who are parties to contracts with distressed customers, suppliers and other companies subject to US law.

International & Foreign Banking

We advise foreign banks on entry into the US and the activity of their US offices, as well as obtaining necessary regulatory approvals, registrations and licenses, conformance to US regulatory requirements, including comprehensive consolidated supervision determinations, new products (in banking, securities, asset management, derivatives, insurance, and venture capital areas), capital issuances, and other expansion opportunities. We also assist US financial services firms in expanding banking activities internationally through the establishment of foreign branches, the acquisition of subsidiary banks and the expansion of foreign investments in established and emerging markets. In addition to commercial clients, we advise foreign governments and agencies on regulatory issues involving the US. With attorneys from our international practice, we advise foreign governments with respect to their dealings with the Federal Reserve and other regulators and international organizations located in Washington, DC, as well as their commercial dealings with banks and securities firms.