Kenichi Nakano Corporate Governance - Japan

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Anderson Mori & Tomotsune
Akasaka K-Tower, 2-7
Motoakasaka 1-chome
Minato-ku, Tokyo 107-0051

Tel: 81-3-6888-1035
Fax: 81-3-6888-3035

Email: kenichi.nakano@amt-law.com
Web: www.amt-law.com

Kenichi Nakano is a partner at Anderson Mori & Tomotsune, whose practice is focused on providing legal advice on activities required to conduct business in Japan, including such matters as establishment of a business presence in Japan, advising on regulatory requirements, preparing IT service agreements, rules of employment, and joint venture agreements. Mr. Nakano advises financial institutions in the areas of real estate trust law, the FSA inspection process, and inter-bank transactions. He also represents clients in various types of litigation involving patent, copyright, real estate, financial futures, labor and commercial transactions issues.

EDUCATION:
  • Tokyo University (LL.B., 1977)
  • New York University (M.C.J., 1984)
  • Trained at a law firm in the United States
PROFESSIONAL ADMISSIONS:
  • Japan (1980)
  • New York (1985)
PROFESSIONAL AND ACADEMIC ASSOCIATIONS:
  • Dai-ni Tokyo Bar Association
  • International Bar Association
  • American Bar Association
  • Commercial Arbitrator, China Council for the Promotion of International Trade and China Chamber of International Commerce (January 2009 – December 2011)
LANGUAGES:
  • Japanese (first language)
  • English

Corporate Governance Law Practice:

Corporations in Japan devote substantial time and energy in preparing for their annual and special shareholders’ meetings. The annual meeting process must comply with requirements set by the Companies Act, the Financial Services Agency and relevant stock exchanges. Mistakes or errors in the organizing and scheduling of a public corporation’s annual shareholders’ meeting as well as related events, such as board meetings, that lead up to the meeting itself, can have unintended and often undesirable consequences, including the rescission or cancellation of shareholder resolutions. We provide expert advice to both public and private clients with respect to the proper operation of shareholders’ meetings, including the drafting of convocation notices, advising on filing requirements, advising on the rules governing the setting of record and meeting dates and advising on the procedures for handling shareholder proposals and contacting beneficial owners. If required, we also prepare English translations of convocation notices or other similar documents or minutes of shareholders’ meetings.

ADVISING BOARDS AND DIRECTORS

Directors of Japanese corporations have both a duty of care and a fiduciary duty to their companies. Our lawyers often act as the legal advisors to directors, with particular emphasis on the corporate governance and legal aspects of business transactions or corporate acts. Our advice includes recommending the appropriate framework for directors to make their decisions in order to satisfy their duties. We also regularly provide advice with respect to special board and management issues, such as conflicts of interest, and related party transactions. We also draft board and committee minutes, which we are able to do in Japanese, English and Chinese.

INTERNAL CONTROL SYSTEMS

Prior to 2008, management evaluation and certification of internal controls for financial reporting was generally recommended as a “best practice” for corporate governance for public corporations in Japan. In response to various corporate scandals and abuses in the US and Japan, the Companies Act, the “J-SOX” regulations promulgated by the Financial Services Agency pursuant to the Financial Instruments and Exchange Act and relevant stock exchange rules now formally require listed corporations in Japan to implement effective internal control systems over financial reporting. We are experienced in advising listed corporations with respect to the preparation of various internal compliance and risk management manuals and the development and implementation of robust internal control systems, all tailored to fit the particular circumstances of an enterprise.

Anderson Mori & Tomotsune:

The Japanese law firms of Anderson Mori and Tomotsune & Kimura have merged their law practices as of January 1, 2005. The name of the merged firm is Anderson Mori & Tomotsune, with principal offices located in Akasaka K-Tower, 2-7, Motoakasaka 1-chome, Minato-ku, Tokyo (Tel: +81-3-6888-1000).

The firm has approximately 300 Japanese lawyers (bengoshi), over 10 lawyers qualified in foreign jurisdictions, approximately 130 other professional staff including patent lawyers, immigration lawyers, foreign legal trainees, translators and paralegals, and approximately 180 other general staff members.

Before the merger, Anderson Mori had offices in Tokyo and Beijing and provided a full range of specialized legal services for both international and domestic corporate clients. It was frequently involved in large M&A and finance transactions.

Tomotsune & Kimura handled various domestic and international corporate legal matters. In particular, it had extensive expertise in international finance transactions, including global securities offerings and other cross-border investment transactions.

The combination of practices enables Anderson Mori & Tomotsune to provide an even higher level of legal services in a broader range of practice areas, and enhances the firm’s capability to handle extremely large and complex transactions.


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