Yonemori International Law Office

Greetings

Since registered as an attorney in 1999, I have been satisfying needs of the clients, in various areas of business-related laws at a law firm reputed in international practice and a company listed on the first section of the Tokyo Stock Exchange.

Taking advantage of this experience, I, expeditiously and at a reasonable cost, offer services meeting needs of clients, ranging from specialized services for a large corporation to daily services for a small or medium-sized enterprise and an entrepreneurial venture.

In providing services, I commit to my cause that an attorney must be an “all-purpose problem solver,” someone who not only offers a legal opinion on but also brings a final resolution to a client’s problem, by exploring whatever way. In practice, I, for a single purpose of realizing a client’s business goal, support the client in such matters as investigating facts, creating plan B and coordinating among the interests of the stakeholders inside and outside the client, as well as in analyzing legal issues.

I appreciate your continued patronage.

Yonemori International Law Office
Taisuke Yonemori, Attorney at Law (admitted in Japan & New York)

Areas of Practice

In addition to those enumerated below, we are willing to handle a wide range of business-related legal matters, such as labor and intellectual property. Please do not hesitate to contact us.

Corporate legal matters

Business transactions

  • Drafting and reviewing various contracts (e.g. basic sales and purchase, lease, business consignment, license)
  • Providing advice on strategy for and representation at negotiation with the counterparty
  • Providing representation in litigation and other disputes and credit collection (e.g. security of collateral, civil execution and provisional remedies) regarding business transactions

Corporate governance and mergers and acquisitions (M&As)

  • Advising and providing written opinions regarding operation of board and shareholder meetings and duties of care and loyalty of directors and statutory auditors
  • Advising on legal structures of M&As and performing due diligence and documentation (e.g. stock or business purchase agreements, procedural documents under the Companies Act, disclosure documents) for M&As
  • Providing advice on and representation at controversies (e.g. litigation, provisional remedies, non-contentious cases, negotiations outside the court) over control of a company (e.g. takeover defense, removal of directors, tug-of-war in family companies)

Compliance

  • Advising on improving compliance systems (e.g. adherence to labor regulations, protection of personal information, prevention of insider trades), preparing company rules and educating employees
  • Serving as an outside whistle-blowing desk and handling whistle-blowing
  • Advising on internal investigation, publicity management, and recurrence prevention, and serving as an investigation committee member in case of a corporate scandal

Support to entrepreneurial ventures

  • Advising on legal structures, regulations, intellectual properties, etc. regarding a business model
  • Providing advice on, representation at, and documentation for financing (e.g. issuance of shares or bonds and conclusion of loans) and alliance (e.g. business collaboration, investment or shareholders agreement)
  • Advising on improving internal control systems and preparing company rules in view of an IPO

Support to companies outside the Tokyo metropolitan area

  • Providing advice on and representation at complex transactions and litigation, and international issues
  • Providing advice on legal structures of, and representation at negotiation for, and documentation for business successions, including owners’ inheritance
  • Providing second legal opinions

International legal matters

International transactions

  • Reviewing and drafting English contracts (e.g. export and import, distributorship, franchise, joint research and development)
  • Advising on compliance (e.g. prevention of cartels and bribes, human right due diligence, protection of personal data) and prevention of troubles (e.g. security of payment, protection of business secrets, arbitration clauses) in international transactions
  • Providing representation at disputes over international transactions and controlling local attorneys in foreign lawsuits

Overseas expansions and international M&As and joint ventures (JVs)

  • Advising on legal structures (e.g. franchise, JV, wholly owned subsidiary) of and regulations (e.g. foreign ownership, business license, foreign exchange) on overseas expansions, and management of foreign subsidiaries, etc. thereafter
  • Providing advice on legal structures of, representation at negotiations for, and documentation (e.g. NDA, LOI/MOU, SPA, SHA) for international M&As and JVs
  • Controlling local attorneys necessary for due diligence and license acquisition

Representative Cases

Click below for more information.

Business transactions

  • Litigation against a major securities company having served as a financial advisor for a listed company
  • Capital and business alliance among 2 large paper manufactures and a general trading company
  • Litigation based on violation of a principle of suitability and a duty of explanation in securities and derivative transactions (many cases)
  • Preparation and review of various contract forms (many cases)

Corporate governance and mergers and acquisitions (M&As)

  • Recapture of control over a closed company taken over by a forged stock sales agreement
  • Reorganization between a listed energy company and its listed subsidiary through a joint share transfer
  • Management buyout of a listed food company
  • Business consolidation between listed electronic device manufactures through a joint share transfer
  • Complete acquisition of a listed subsidiary by a listed paper manufacturer
  • Ouster of the president and handling of an acquisition proposal by a private equity fund at a listed signing device manufacturer
  • Introduction and renewal of takeover defense measures by listed companies (many cases)
  • Acquisition of shares of unlisted companies by listed companies, etc. (many cases)
  • Reorganization of listed or unlisted group companies (e.g. mergers and company splits between parent and subsidiary or brother companies) (many cases)

Compliance

  • In-house investigation team head in an insider-trading case at a major securities company
  • Appointment to an outside audit and supervisory board member at a listed in-car device manufacturer
  • Appointment to an outside compliance committee member at the asset management company of a listed real estate investment trust
  • Advice on and preparation of company rules for compliance systems (e.g. protection of personal information, prevention of insider trades, cartels and overseas bribes) of listed companies (many cases)
  • Appointment to an outside whistleblowing desk and handling of whistleblowing at listed companies (many cases)

Support to entrepreneurial ventures

  • Appointment to a legal counsel and whistleblowing desk of a foreign-capitalized internet venture company
  • Appointment to a legal counsel and a member for the Review Committee on handling of personal genetic information at a healthcare venture company
  • Provision of services to the members of an organization of venture companies
  • Preparation and review of investment agreements with venture capitals and handling of asserted violations thereof (many cases)

Support to companies outside the Tokyo metropolitan area

  • Provision of consulting services and seminars to member companies of an auxiliary organization of a certain Prefecture promoting internationalization of small and mid-sized companies therein (Tokai area)
  • Appointment to a legal counsel and whistleblowing desk of a listed chain restaurant operator (Tohoku area)
  • Preparation and review of various English contracts for a mid-sized food company (Tokai area)
  • Advice on dissolution of a joint venture by a mid-sized food company (Tokai area)
  • Advice on and documentation for the business succession and inheritance of owners of mid-sized companies (many cases)

International transactions

  • Damage claim against an Indian enterprise having imported contaminated food ingredients
  • Negotiation and execution of a complex contract consisting of system development and support, license and security by way of assignment for securing advance payment for a technical collaboration with a US company
  • Representation of a Chinese company at a negotiation with a US company claiming damages in connection with leakage of personal information, resulting in a settlement at only 20% of the claimed amount
  • Preparation, review and negotiation of various English contracts (many cases)

Overseas expansions and international M&As and joint ventures (JVs)

  • Negotiation for amending a joint venture agreement between a Japanese car component manufacturer and an Indian partner
  • Partial acquisition of a Vietnamese call center company by a Japanese company
  • Negotiation for a joint venture between a Japanese company and a Thai listed company
  • Acquisition of a Chinese subsidiary included in the transferred business of a listed beverage company
  • Acquisition of an Australian paper manufacturer by a Japanese company

Lawyers

Yonemori Taisuke

Attorney at Law (admitted in Japan & New York)
Taisuke Yonemori

Education and Work Experience
1996 Awarded a Bachelor of Laws by Keio University
1999 Registered in Japan (Tokyo Bar Association)
1999 Yanagida & Nomura (currently Yanagida & Partners) (until 2014, served as a partner since 2007)
2003 Daiwa Securities Group Inc. (until 2005, on loan from Yanagida & Nomura)
2006 Awarded a Master of Laws by Harvard Law School
2009 Compliance Committee Member at Daiwa Real Estate Assent Management Co. Ltd. (until 2014, part-time)
2010 Registered in New York
2010 Outside Audit and Supervisory Board Member at Alpine Electronics, Inc. (until 2014, part-time)
2014 Corporate Officer and Head of Legal and Compliance Division at Bellsystem24 Holdings, Inc. (until 2016)
2016 Tanase Law Office (until 2018, served as a partner)
2018 Founded Yonemori International Law Office

Publications
Co-author, “IR-Oriented Shareholder Meetings,” published by Shojihomu Co., Ltd. (2004).
“Effective amendment of the insider-trading prevention rule in view of recent cases, etc.,” Business Home Vol. 08 No.10 (2008).
“Planning for protection of minority shareholders and resolution of deadlocks in a joint venture company,” Shoji Home No. 2132 (2017).
“Basics of contract negotiations, learning from negotiation theory and phycology (Vol. 1 to 5),” Business Home Vol. 18 No.7 to No.11 (2018).

Contact

5th Floor, Cross Office Uchisaiwaicho
18-6 Nishishimbashi 1-chome
Minato-ku, Tokyo 105-0003 Japan

TEL:+81-3-3500-3711

FAX:+81-3-3500-3712

E-MAIL:info@yone-law.jp